-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T2ESa3yy8mQCiTzE6PSylOO9O1KUAFuTd1XkODrxTSoQ/tyGcKgtEJEn+ta4I4Ro CSs3AveVlQ36mLE/22Rdmg== 0000914062-97-000184.txt : 19970630 0000914062-97-000184.hdr.sgml : 19970630 ACCESSION NUMBER: 0000914062-97-000184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970625 ITEM INFORMATION: Other events ITEM INFORMATION: FILED AS OF DATE: 19970627 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMNET SYSTEMS INC CENTRAL INDEX KEY: 0000893329 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 391730068 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26306 FILM NUMBER: 97631215 BUSINESS ADDRESS: STREET 1: 8601 DUNWOODY PLACE STE 420 CITY: ATLANTA STATE: GA ZIP: 30350 BUSINESS PHONE: 7709982200 MAIL ADDRESS: STREET 2: 8601 DUNWOODY PLACE SUITE 420 CITY: ATLANTA STATE: GA ZIP: 30350 8-K 1 FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 1997 IMNET SYSTEMS, INC. (Exact name of registrant as specified in charter) Delaware 0-26306 39-1730068 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3015 Windward Plaza Windward Fairways II 30202 Alpharetta, Georgia (Zip Code) (Address of principal executive offices) Registrant's telephone number including area code (770) 521-5600 (Former name or former address, if changed since last report) Not applicable ================================================================================ 448624.3 ITEM 5. OTHER EVENTS. On June 25, 1997, IMNET Systems, Inc., a Delaware corporation ("Registrant" or "IMNET") acquired 100% of the outstanding stock of Advisoft Consulting, SA, a societe anonyme organized under the laws of France ("Advisoft"), pursuant to a Stock Purchase Agreement ("Agreement"). Advisoft, located in Paris, France, is a consulting and integration services company which has been an IMNET Business Partner since 1993. In consideration of the merger and pursuant to the Agreement, Registrant paid $5.1 million in cash and delivered 85,084 shares of Common Stock of Registrant to Advisoft's stockholder. Advisoft's sole stockholder was Mr. Victor Marty. Mr. Marty, the President and founder of Advisoft, will continue with the Company in the capacity of Business Manager. The consideration given to acquire the business of Advisoft was determined as a result of arm's length negotiations between unrelated parties. The Company has accounted for the acquisition as a purchase. IMNET Systems, Inc. develops and markets electronic healthcare information management systems that capture, index, store, retrieve and display financial information, clinical information and medical images. The IMNET Electronic Information WarehouseTM, which supplies the missing link for the implementation of the Electronic Medical Record, is a true enterprise-wide solution that integrates with software from most leading Healthcare Information Systems providers. IMNET's World-Wide Web site address is WWW.IMNET.COM. Note regarding Private Securities Litigation Reform Act: Statements made by IMNET which are not historical facts are forward looking statements that involve risks and uncertainties and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. IMNET's future financial performance could differ significantly from the expectations of management and from results expressed or implied in this Form 8-K. For example, the integration of the acquired business may not meet expectations. Furthermore, sales outside the United States are subject to incremental risks, including exchange rate fluctuations and long payment cycles. For further information on these and other risk factors, please refer to IMNET's Form 10-K for the year ended June 30, 1996, including the "Business-Risk Factors" section thereof. 448624.3 -2- ITEM 9. SALES OF UNREGISTERED SECURITIES PURSUANT TO REGULATION S. In connection with the Advisoft acquisition, the Registrant issued 85,084 shares ("Shares") of Common Stock, $.01 par value, to Victor Marty, a resident of France. See Item 5 above. The Shares were valued at approximately $2 million. The Shares were not registered under the Securities Act of 1933, as amended, in reliance upon Regulation S promulgated thereunder. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IMNET SYSTEMS, INC. Date: June 25, 1997 By: Raymond L. Brwon Raymond L. Brown Chief Financial Officer (Principal Financial and Accounting Officer) 448624.3 -3- -----END PRIVACY-ENHANCED MESSAGE-----