-----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, RNjV3hUchBOdG9HFZNyB+CwOiGHYbqpQGO9giivtUdpgB/RVeBPhnQ3W9STWy9zi Mpr6hhYY1QU5T2XEbEnDIw== 0000914062-97-000285.txt : 19971106 0000914062-97-000285.hdr.sgml : 19971106 ACCESSION NUMBER: 0000914062-97-000285 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971105 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: 10-K/A SEC ACT: SEC FILE NUMBER: 000-26306 FILM NUMBER: 97708392 BUSINESS ADDRESS: STREET 1: 3015 WINDWARD PLAZA STREET 2: WINDWARD FAIRWAYS II CITY: ALPHARETTA STATE: GA ZIP: 30202 BUSINESS PHONE: 7705215600 MAIL ADDRESS: STREET 1: 3015 WINDWARD PLAZA STREET 2: WINDWARD FAIRWAYS II CITY: ALPHARETTA STATE: GA ZIP: 30202 10-K/A 1 FORM 10-K/A AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number 0-26306 IMNET SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 39-1730068 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3015 Windward Plaza, Windward Fairways II, Atlanta, Georgia 30005-7448 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (770) 521-5600 Securities registered pursuant to Section 12(b) of the Act Title of each class Name of each exchange on which registered None Not Applicable Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of voting stock held by nonaffiliates of the Registrant was approximately $169,720,662 at October 23, 1997 (8,344,182 shares). The number of common shares outstanding at October 23, 1997 was 9,760,698 (exclusive of treasury shares). 487203.1 1 The consent of the Registrant's auditors requires correction to reflect two additional Registration Statements on Form S-8, the references to which were omitted from the initial filing. Accordingly, the undersigned registrant hereby amends Part IV of its Annual Report on Form 10-K as set forth below: PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K The following are filed as part of this report: (a) 1. Consolidated Financial Statements The following consolidated financial statements are filed herewith: Independent Auditors' Report. Consolidated Balance Sheets at June 30, 1997 and 1996. Consolidated Statements of Operations for each of the years in the three-year period ended June 30, 1997. Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended June 30, 1997. Consolidated Statements of Cash Flows for each of the years in the three-year period ended June 30, 1997. Notes to Consolidated Financial Statements. 2. Financial Statement Schedule Schedule II -- Valuation and Qualifying Accounts All other financial statements and schedules not listed above are omitted, as the required information is not applicable or the information is presented in the consolidated financial statements or related notes. 487203.1 2 3. A. Exhibits The following exhibits are filed herewith or incorporated herein by reference: Exhibit Number Description ________ ___________ 2.1(5) -- The Agreement and Plan of Merger dated as of October 27, 1995 among the Registrant, Evergreen Technologies, Inc., Jeffrey Siegel and Karen Siegel is incorporated herein by reference to the Exhibit with the same number filed with the Registrant's Form 8-K for November 3, 1995, filed on November 20, 1995. 2.1.1(4)+++ -- Agreement and Plan of Merger dated as of September 30, 1996 among the Registrant, Hunter International, Inc., Larry C. Hunter and Paul Sherman. 2.2(5) -- Agreement and Plan of Merger by and among the Registrant, Quesix Software, Incorporated, IMNET California Acquisition Corporation, Leslie H. Wong and Martin Minjoe, dated as of November 28, 1995. 3.2.2(1) -- Amended and Restated Certificate of Incorporation of Registrant. 3.3.1(2) -- Amended and Restated Bylaws dated September 10, 1996. 4(1) -- Form of Common Stock certificate. 10.3.1(5) -- Amended and Restated Registration Agreement by and among the Registrant and certain stockholders of the Registrant, dated as of May 22, 1992. 10.3.2(1) -- First Amendment to Amended and Restated Registration Agreement by and among the Registrant and certain stockholders of the Registrant, dated as of March 31, 1993. 3 10.3.3(1) -- Second Amendment to Amended and Restated Registration Agreement by and among the Registrant and certain stockholders of the Registrant, dated as of October 18, 1993. 10.3.4(1) -- Third Amendment to Amended and Restated Registration Agreement by and among the Registrant and certain stockholders of the Registrant, dated as of January 13, 1995. 10.5(1) -- Employee Stock Option and Rights Plan. 10.5.1(6) -- Amendments to IMNET Systems, Inc. Employee Stock Option Rights Plan, adopted September 9, 1996. 10.5.2(7) -- Forms of Key Employee Stock Options. 10.6(1) -- 1995 Non-Employee Directors Stock Option Plan. 10.6.1(8) -- IMNET Systems, Inc. Employee Discount Stock Purchase Plan. 10.7.1(1) -- Form of Incentive Stock Option Agreement used by Registrant in 1994 in connection with the Employee Stock Option Rights Plan. 10.7.2(1) -- Form of Incentive Stock Option Agreement used by Registrant in 1995 in connection with the Employee Stock Option and Rights Plan. 10.7.3(5) -- Form of Incentive Stock Option Agreement used by Registrant in 1996 in connection with the Employee Stock Option and Rights Plan. 10.8(1) -- Form of Indemnification Agreement. 4 10.9(1) -- Employment Agreement between the Registrant and Kenneth D. Rardin, dated May 22, 1992, as amended pursuant to an addendum, dated as of January 1, 1995. 10.9.1(2) -- Second Addendum to Employment Agreement between the Registrant and Kenneth D. Rardin, dated as of September 15, 1996. 10.10.1(1) -- Incentive Stock Option Agreement between the Registrant and Kenneth D. Rardin, dated as of February 14, 1995. 10.10.2(1) -- Incentive Stock Option Agreement between the Registrant and Gary D. Bowers, dated February 14, 1995. 10.10.4(1) -- Incentive Stock Option Agreement between the Registrant and Paul Collins, dated April 19, 1995. 10.18(1) -- Distributor Agreement between the Registrant and JELCO Data Services, Inc., dated March 29, 1993. 10.19(1) -- International Distribution Agreement between the Registrant and SG2, dated September 20, 1993. 10.20(1) -- Value-Added Reseller Agreement between the Registrant and Cerner Corporation, dated September 30, 1994. 10.21(1) -- Distribution Agreement between the Registrant and IDX Systems Corporation, dated February 15, 1995. 10.22(1) -- Distribution Agreement between the Registrant and PHAMIS, Inc., dated November 16, 1994. 5 10.23(1) -- International Distributor Agreement between the Registrant and Software AG Germany, dated April 10, 1993. 10.26(1) -- Amendment to Distributor Agreement between the Registrant and SoftNet Systems, Inc., dated June 20, 1995. 10.28(5) -- Distribution Agreement between the Registrant and Datacom Imaging Systems, Inc., dated as of March 29, 1995. 10.28.1* -- Distribution Agreement between the Registrant and HealthVISION, Inc., dated June 13, 1997. 10.30(5) -- End-user Equipment Purchase and Software License Terms and Conditions between the Registrant and McLaren Health Care Corporation, dated February 10, 1995, as amended. 10.32(5) -- Employment Agreement between the Registrant and Raymond L. Brown, dated as of November 17, 1995. 10.33(5) -- Incentive Stock Option Agreement between Registrant and Raymond L. Brown, dated as of December 1, 1995. 10.35(2)+ -- Manufacturing and Distribution License Agreement between Registrant, SoftNet Systems, Inc. and Micrographic Technology Corporation, dated as of June 30, 1996. 10.36(6) -- Employment Agreement between the Registrant and James A. Gilbert, dated as of September 10, 1996. 10.37(9)+ -- Value Added Reseller Agreement between the Registrant and ISG Technologies, Inc., dated March 18, 1997. 10.38(10)++ -- Stock Purchase Agreement dated as of June 25, 1997 among Registrant, Advisoft, S.A. and Stockholder. 6 10.39** -- Amended and Restated Nonqualified Deferred Compensation Plan 10.40** -- Form of IMNET Systems, Inc. Endorsement Split- Dollar Life Insurance Agreement with certain executives 11* -- Statement re: Computation of Per Share Earnings. 21* -- Subsidiaries of the Registrant. 23 -- Consent of KPMG Peat Marwick LLP. 27* -- Financial Data Schedule (for SEC use only). - ------------------- (1) Incorporated by reference to the Exhibit with the same number in the Registrant's Registration Statement on Form S-1 (No. 33-92130). (2) Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K for the year ended June 30, 1996. (3) Incorporated by reference to the same Exhibit number in the Registrant's Annual Report on Form 10-K for the year ended June 30, 1995. (4) Incorporated by reference to the Exhibit 2.1 filed with the Company's Form 8-K dated September 30, 1996, filed on October 15, 1996. (5) Incorporated by reference to the same Exhibit number in the Registrant's report on Form S-1 (No. 33-99846). (6) Incorporated by reference to the Exhibit with the same number in the Registrant's Form 10-Q dated December 31, 1996, filed on February 13, 1996. (7) Incorporated by reference to the Exhibit with the same number in the Registrant's Form S-8 (Reg. No. 333-19429). (8) Incorporated by reference to the Exhibit with the same number in the Registrant's Form S-8 (Reg. No. 333-19397). (9) Incorporated by reference to the Exhibit with the same number filed with the Company's Form 8-K dated March 18, 1997, filed on April 2, 1997. 487203.1 7 (10) Incorporated by reference to the Exhibit with the same number filed with the Company's Form 8-K dated June 25, 1997. * Previously filed as part of Form 10-K. ** Previously filed as part of Form 10-K/A, Amendment No. 1. + The Company has applied for confidential treatment of portions of this Agreement. Accordingly, portions thereof have been omitted and filed separately with the Securities and Exchange Commission. ++ In accordance with Item 601(b) (2) of Regulation S-K, the schedules have been omitted and a list briefly describing the schedules is at the end of the Exhibit. The Registrant will furnish supplementally a copy of any omitted schedule to the Commission upon request. 3.B. Executive Compensation Plans and Arrangements. 1. Employee Stock Option and Rights Plan (Exhibit 10.5 hereof, and of the Company's Registration Statement on Form S-1 (No. 33-92130)). 2. Amendments to IMNET Systems, Inc. Employee Stock Option Rights Plan, adopted September 9, 1996 (Exhibit 10.5.1 hereof, and of the Company's Form 10-Q dated December 31, 1996, filed on February 13, 1996). 3. Forms of Key Employee Stock Options (Exhibit 10.5.2 hereof, and of the Company's Form S-8 (Reg. No. 333-19429)). 4. 1995 Non-Employee Directors Stock Option Plan (Exhibit 10.6 hereof, and of the Company's Registration Statement on Form S-1 (No. 33-92130)). 5. IMNET Systems, Inc. Employee Discount Stock Purchase Plan (Exhibit 10.6.1 hereof, and of the Company's Form S-8 (Reg. No. 333-19397)). 6. Form of Incentive Stock Option Agreement used by Registrant in 1994 in connection with the Employee Stock Option and Rights Plan (Exhibit 10.7.1 hereof, and of the Company's Registration Statement on Form S-1 (No. 33-92130)). 7. Form of Incentive Stock Option Agreement used by Registrant in 1995 in connection with the Employee Stock Option and Rights Plan (Exhibit 10.7.2 hereof, and of the Company's Registration Statement on Form S-1 (No. 33-92130)). 8. Form of Incentive Stock Option Agreement used by Registrant in 1996 in connection with the Employee Stock Option and Rights Plan (Exhibit 10.7.3 hereof, and of the Company's Form S-1 (No. 33-99846)). 9. Form of Indemnification Agreement (Exhibit 10.8 hereof, and of the Company's Registration Statement on Form S-1 (No. 33-92130)). 8 10. Employment Agreement between the Registrant and Kenneth D. Rardin, dated May 22, 1992, as amended pursuant to an Addendum, dated as of January 1, 1995 (Exhibit 10.9 hereof, and of the Company's Registration Statement on Form S-1 (No. 33-92130)). 11. Second Addendum to Employment Agreement between the Registrant and Kenneth D. Rardin, dated as of September 15, 1996 (Exhibit 10.9.1 hereof, and of the Company's Annual Report on Form 10-K for the year ended June 30, 1996). 12. Incentive Stock Option Agreement between the Registrant and Kenneth D. Rardin, dated as of February 14, 1995 (Exhibit 10.10.1 hereof, and of the Company's Registration Statement on Form S-1 (No. 33-92130)). 13. Incentive Stock Option Agreement between the Registrant and Gary D. Bowers, dated February 14, 1995 (Exhibit 10.10.2 hereof, and of the Company's Registration Statement on Form S-1 (No. 33-92130)). 14. Incentive Stock Option Agreement between the Registrant and Paul Collins, dated April 19, 1995 (Exhibit 10.10.4 hereof, and of the Company's Registration Statement on Form S-1 (No. 33- 92130)). 15. Employment Agreement between the Registrant and Raymond L. Brown, dated as of November 17, 1995 (Exhibit 10.32 hereof, and of the Company's report on Form S-1 (No. 33-99846)). 16. Incentive Stock Option Agreement between Registrant and Raymond L. Brown, dated as of December 1, 1995 (Exhibit 10.33 hereof, and of the Company's report on Form S-1 (No. 33- 99846)). 17. Employment Agreement between the Registrant and James A. Gilbert, dated as of September 10, 1996 (Exhibit 10.36 hereof, and of the Company's Form 10-Q dated December 31, 1996, filed on February 13, 1996). 18. Amended and Restated Nonqualified Deferred Compensation Plan 19. Split-Dollar Life Insurance Program (b) Reports on Form 8-K The Registrant filed its Current Report on Form 8-K on April 2, 1997, reporting its agreement with ISG Technologies, Inc., dated March 18,1997. The Registrant filed its Current Report on Form 8-K on May 15, 1997 reporting its 1996 financial statements as restated for its acquisition of Hunter International, Inc. in a transaction accounted for as a pooling-of-interests. The Registrant filed its Current Report on Form 8-K on July 10, 1997, as amended by Amendment No. 1 on Form 8-K filed on September 9, 1997, reporting its acquisition of Advisoft Consulting, S.A. on June 25, 1997. 487203.1 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IMNET SYSTEMS, INC. November 5, 1997 By:/s/ Raymond L. Brown -------------------- Raymond L. Brown, Chief Financial Officer (Principal Financial and Accounting Officer) 487203.1 10 EXHIBIT INDEX 2.1(5) -- The Agreement and Plan of Merger dated as of October 27, 1995 among the Registrant, Evergreen Technologies, Inc., Jeffrey Siegel and Karen Siegel is incorporated herein by reference to the Exhibit with the same number filed with the Registrant's Form 8-K for November 3, 1995, filed on November 20, 1995. 2.1.1(4)+++ -- Agreement and Plan of Merger dated as of September 30, 1996 among the Registrant, Hunter International, Inc., Larry C. Hunter and Paul Sherman. 2.2(5) -- Agreement and Plan of Merger by and among the Registrant, Quesix Software, Incorporated, IMNET California Acquisition Corporation, Leslie H. Wong and Martin Minjoe, dated as of November 28, 1995. 3.2.2(1) -- Amended and Restated Certificate of Incorporation of Registrant. 3.3.1(2) -- Amended and Restated Bylaws dated September 10, 1996. 4(1) -- Form of Common Stock certificate. 10.3.1(5) -- Amended and Restated Registration Agreement by and among the Registrant and certain stockholders of the Registrant, dated as of May 22, 1992. 10.3.2(1) -- First Amendment to Amended and Restated Registration Agreement by and among the Registrant and certain stockholders of the Registrant, dated as of March 31, 1993. 10.3.3(1) -- Second Amendment to Amended and Restated Registration Agreement by and among the Registrant and certain stockholders of the Registrant, dated as of October 18, 1993. 10.3.4(1) -- Third Amendment to Amended and Restated Registration Agreement by and among the Registrant and certain stockholders of the Registrant, dated as of January 13, 1995. 10.5(1) -- Employee Stock Option and Rights Plan. 10.5.1(6) -- Amendments to IMNET Systems, Inc. Employee Stock Option Rights Plan, adopted September 9, 1996. 10.5.2(7) -- Forms of Key Employee Stock Options. 10.6(1) -- 1995 Non-Employee Directors Stock Option Plan. 10.6.1(8) -- IMNET Systems, Inc. Employee Discount Stock Purchase Plan. 10.7.1(1) -- Form of Incentive Stock Option Agreement used by Registrant in 1994 in connection with the Employee Stock Option Rights Plan. 10.7.2(1) -- Form of Incentive Stock Option Agreement used by Registrant in 1995 in connection with the Employee Stock Option and Rights Plan. 10.7.3(5) -- Form of Incentive Stock Option Agreement used by Registrant in 1996 in connection with the Employee Stock Option and Rights Plan. 10.8(1) -- Form of Indemnification Agreement. 10.9(1) -- Employment Agreement between the Registrant and Kenneth D. Rardin, dated May 22, 1992, as amended pursuant to an addendum, dated as of January 1, 1995. 10.9.1(2) -- Second Addendum to Employment Agreement between the Registrant and Kenneth D. Rardin, dated as of September 15, 1996. 10.10.1(1) -- Incentive Stock Option Agreement between the Registrant and Kenneth D. Rardin, dated as of February 14, 1995. 10.10.2(1) -- Incentive Stock Option Agreement between the Registrant and Gary D. Bowers, dated February 14, 1995. 10.10.4(1) -- Incentive Stock Option Agreement between the Registrant and Paul Collins, dated April 19, 1995. 11 10.18(1) -- Distributor Agreement between the Registrant and JELCO Data Services, Inc., dated March 29, 1993. 10.19(1) -- International Distribution Agreement between the Registrant and SG2, dated September 20, 1993. 10.20(1) -- Value-Added Reseller Agreement between the Registrant and Cerner Corporation, dated September 30, 1994. 10.21(1) -- Distribution Agreement between the Registrant and IDX Systems Corporation, dated February 15, 1995. 10.22(1) -- Distribution Agreement between the Registrant and PHAMIS, Inc., dated November 16, 1994. 10.23(1) -- International Distributor Agreement between the Registrant and Software AG Germany, dated April 10, 1993. 10.26(1) -- Amendment to Distributor Agreement between the Registrant and SoftNet Systems, Inc., dated June 20, 1995. 10.28(5) -- Distribution Agreement between the Registrant and Datacom Imaging Systems, Inc., dated as of March 29, 1995. 10.28.1* -- Distribution Agreement between the Registrant and HealthVISION, Inc., dated June 13, . 1997 10.30(5) -- End-user Equipment Purchase and Software License Terms and Conditions between the Registrant and McLaren Health Care Corporation, dated February 10, 1995, as amended. 10.32(5) -- Employment Agreement between the Registrant and Raymond L. Brown, dated as of November 17, 1995. 10.33(5) -- Incentive Stock Option Agreement between Registrant and Raymond L. Brown, dated as of December 1, 1995. 10.35(2)+ -- Manufacturing and Distribution License Agreement between Registrant, SoftNet Systems, Inc. and Micrographic Technology Corporation, dated as of June 30, 1996. 10.36(6) -- Employment Agreement between the Registrant and James A. Gilbert, dated as of September 10, 1996. 10.37(9)+ -- Value Added Reseller Agreement between the Registrant and ISG Technologies, Inc., dated March 18, 1997. 10.38(10)++ -- Stock Purchase Agreement dated as of June 25, 1997 among Registrant, Advisoft and Stockholder. 10.39** -- Amended and Restated Non-Qualified Deferred Compensation Plan. 10.40** -- Form of IMNET Systems, Inc. Endorsement Split-Dollar Life Insurance Agreement with certain executives. 11* -- Statement re: Computation of Per Share Earnings. 21* -- Subsidiaries of the Registrant. 23 -- Consent of KPMG Peat Marwick LLP. 27* -- Financial Data Schedule (for SEC use only). - ---------------- (1) Incorporated by reference to the Exhibit with the same number in the Registrant's Registration Statement on Form S-1 (No. 33-92130). (2) Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K for the year ended June 30, 1996. (3) Incorporated by reference to the same Exhibit number in the Registrant's Annual Report on Form 10-K for the year ended June 30, 1995. (4) Incorporated by reference to the Exhibit 2.1 filed with the Company's Form 8-K dated September 30, 1996, filed on October 15, 1996. 487203.1 12 (5) Incorporated by reference to the same Exhibit number in the Registrant's report on Form S-1 (No. 33-99846). (6) Incorporated by reference to the Exhibit with the same number in the Registrant's Form 10-Q dated December 31, 1996, filed on February 13, 1996. (7) Incorporated by reference to the Exhibit with the same number in the Registrant's Form S-8 (Reg. No. 333-19429). (8) Incorporated by reference to the Exhibit with the same number in the Registrant's Form S-8 (Reg. No. 333-19397). (9) Incorporated by reference to the Exhibit with the same number filed with the Company's Form 8-K dated March 18, 1997, filed on April 2, 1997. (10) Incorporated by reference to the Exhibit with the same number filed with the Company's Form 8-K dated June 25, 1997. * Previously filed as part of Form 10-K. ** Previously filed as part of Form 10-K/A, Amendment No. 1. + The Company has applied for confidential treatment of portions of this Agreement. Accordingly, portions thereof have been omitted and filed separately with the Securities and Exchange Commission. ++ In accordance with Item 601(b)(2) of Regulation S-K, the schedules have been omitted and a list briefly describing the schedules is at the end of the Exhibit. The Registrant will furnish supplementally a copy of any omitted schedule to the Commission upon request. 487203.1 13 EX-23 2 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT The Board of Directors IMNET Systems, Inc. We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333- 27289) and Form S-8 (No. 333-4014, No. 333-4016, No. 333-19395, No. 333-19397, and No. 333- 19429) of IMNET Systems, Inc. of our report dated October 6, 1997, relating to the consolidated balance sheets of IMNET Systems, Inc. and subsidiaries as of June 30, 1997, and 1996, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended June 30, 1997, and the related schedule, which report appears in the June 30, 1997 annual report on Form 10-K of IMNET Systems, Inc. KPMG PEAT MARWICK LLP Atlanta, Georgia November 3, 1997 487203.1 14 -----END PRIVACY-ENHANCED MESSAGE-----