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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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IMRS INC.
(Exact name of registrant as specified in its charter)

DELAWARE 06-1326879
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

777 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06902 (203) 321-3500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

LUCY RAE RICCIARDI
Chief Financial Officer
IMRS INC.
777 Long Ridge Road
Stamford, Connecticut 06902
(203) 321-3500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPY TO:
JAMES P. O'HARE, ESQ.
TESTA, HURWITZ & THIBEAULT
Exchange Place
53 State Street
Boston, Massachusetts 02109
(617) 248-7000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of Maximum Maximum
Shares Amount to Offering Price Aggregate Amount of
to be Registered be registered Per Share(1) Offering Price(1) Registration Fee(2)
- ----------------------------- -------------- -------------- ----------------- -------------------

Common Stock, $ .01 par value 514,585 shares $32 1/4 $16,595,366.25 $5,722.54

(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Pursuant to Rule 457(c) of the Securities Act of 1933, the
registration fee has been calculated based upon the average of the
high and low prices per share of Common Stock on the Nasdaq National
Market on December 16, 1994

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

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SUBJECT TO COMPLETION, DATED DECEMBER 20, 1994

PROSPECTUS

514,585 SHARES

IMRS

COMMON STOCK

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This Prospectus relates to the sale of up to 514,585 shares (the "Shares") of
the common stock, par value $.01 per share (the "Common Stock"), of IMRS Inc.
("IMRS" or the "Company") by certain stockholders of the Company and certain
holders of warrants to purchase Common Stock of the Company (collectively, the
"Selling Stockholders") who acquired the Shares or warrants exercisable for the
Shares in connection with the acquisition by the Company of Pillar Corporation.
The Selling Stockholders may sell the Shares from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect these
transactions by selling the Shares to or through broker-dealers, who may
receive compensation in the form of discounts or commissions from the Selling
Stockholders or from the purchasers of the Shares for whom the broker-dealers
may act as an agent or to whom they may sell as principal, or both. See
"Selling Stockholders" and "Plan of Distribution."

The Company will not receive any of the proceeds from the sale of the Shares.
The Company has agreed to bear all of the expenses in connection with the
registration and sale of the Shares (other than selling commissions).

The Common Stock of the Company is quoted on the Nasdaq National Market under
the symbol "IMRS." On December 16, 1994, the last reported sale price for the
Common Stock on the Nasdaq National Market was $32 3/8 per share.

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SEE "INVESTMENT CONSIDERATIONS" FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY PERSON
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE LAWFULLY
MADE.

The date of this Prospectus is December ___, 1994.

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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices located at 7 World Trade Center, New York, New York 10048, and at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies may also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Common Stock of the Company is traded on the Nasdaq
National Market. Reports, proxy statements and other information concerning
the Company may be inspected at the offices of the National Association of
Securities Dealers, Inc. located at 1735 K Street, N.W., Washington, D.C.
20006.

The Company has filed with the Commission a Registration Statement on Form S-3
(including all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Common Stock offered hereby. This Prospectus does not contain all information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information regarding the Company and the Common Stock offered hereby,
reference is hereby made to the Registration Statement and to the exhibits and
schedules filed therewith. Statements contained in this Prospectus regarding
the contents of any agreement or other document filed as an exhibit to the
Registration Statement are necessarily summaries of such documents, and in each
instance reference is made to the copy of such document filed as an exhibit to
the Registration Statement for a more complete description of the matters
involved. The Registration Statement, including the exhibits and schedules
thereto, may be inspected at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and copies of all
or any part thereof may be obtained from such office upon payment of the
prescribed fees.

The Company will provide without charge to each person to whom a Prospectus is
delivered, on the written or oral request of any such person, a copy of any or
all of the documents incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to Lucy Rae
Ricciardi, Chief Financial Officer, IMRS Inc., 777 Long Ridge Road, Stamford,
Connecticut 06902.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated in this Prospectus by reference (File No.
0-19538):

1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994.

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994.

3. The Company's Current Report on Form 8-K dated November 29, 1994,
reporting the acquisition by the Company of Pillar Corporation, a
California corporation.

4. The description of the Company's Common Stock, $.01 par value per
share, contained in the Registration Statement on Form 8-A filed
under the Exchange Act and declared

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effective on October 25, 1991, including any amendment or report
filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering of the Shares, shall be deemed to be incorporated by reference in this
Prospectus and made a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein or in any Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.

TRADEMARKS

IMRS, Hyperion, IMRS OnTrack, Executive Forum, Micro Control, FASTAR,
FinalForm, Financial Intelligence, FYPlan, Retrieve-MC, InteractiveMC,
OnRequest, Pillar and TelePath are registered trademarks of the Company.
FYControl, Hyperion Connect, Hyperion Financials, Hyperion SQL, IMRS Forms and
IMRS/Pillar are trademarks of the Company. All other trademarks or trade names
referred to in this Prospectus are the property of their respective owners.

THE COMPANY

IMRS develops, markets and supports financial management applications for
enterprise-wide client/server environments. IMRS software addresses the
diverse accounting, planning, financial consolidation, management reporting,
and information access needs of large corporations worldwide. The Company
designs products specifically for network implementation, providing fast,
multi-user access to centrally controlled and secure corporate data.

The Company's product line provides executives, managers, analysts and
accountants with the capability to collect, process, report and analyze
business information. The Company's Hyperion, Micro Control and FASTAR
products consolidate and report financial and other business data; IMRS OnTrack
is a complete visual information access software product; and IMRS Forms and
FinalForm are used to design, implement and control forms for detailed and
consistent data collection. Together, FYPlan and FYControl are used for
budgeting, forecasting and analysis. The Company also offers installation,
training, consulting and support services. The Company markets its product
worldwide to multi-divisional or multi-locational organizations which have
extensive operations and significant information management requirements.

The Company's principal offices are located at 777 Long Ridge Road,
Stamford, Connecticut and the Company's telephone number is (203) 321-3500.

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RECENT DEVELOPMENTS

On November 29, 1994, IP Merger, Inc. ("IP Merger"), a wholly-owned
subsidiary of IMRS Inc. (the "Company"), merged (the "Merger") with and into
Pillar Corporation ("Pillar"). As a result of the Merger, Pillar became a
wholly-owned subsidiary of the Company, and the former securityholders of
Pillar will receive approximately 511,400 shares of the Company's common stock,
$.01 par value (the "Common Stock"), subject to an escrow reserve of
approximately 92,000 shares. In addition, the Company agreed to assume options
and warrants issued and outstanding immediately prior to the Merger for the
purchase of approximately 73,500 shares of Common Stock, of which 3,227 shares
of Common Stock that may be acquired upon the exercise of such warrants have
been registered for sale hereunder. The terms of this transaction and the
consideration received by Pillar stockholders were the result of arm's-length
negotiations between representatives of Pillar and the Company. The terms of
the Merger and the exchange of Pillar securities for the Common Stock are more
fully described in the Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated as of November 7, 1994 among the Company, IP
Merger, Pillar and American Stock Transfer & Trust Company, as escrow agent.
This transaction has been accounted for as a pooling of interests.

Beverly Powell, Pillar's Senior Vice President of Sales, and Kimberly
Weins, Pillar's Director of Marketing, have each retained their existing
positions at Pillar. Pillar's chief executive officer before the Merger,
Kenneth Ross, has moved to a corporate position at IMRS that will utilize his
extensive experience in accounting and financial management software. Pillar
has become an operating subsidiary of IMRS, known as IMRS Pillar, and current
employees are expected to remain at the California facility. Pillar's
corporate budgeting products, FYPlan and FYControl, will be marketed separately
and as complementary products to IMRS financial management software products.

INVESTMENT CONSIDERATIONS

In addition to the other information in this Prospectus, and the information
incorporated in this Prospectus by reference, the following investment
considerations should be considered carefully in evaluating the Company and its
business before purchasing the Common Stock offered hereby.

Difficulty of Integrating Two Companies. The Merger was completed on November
29, 1994. The successful integration of the Company and Pillar is important to
the future financial performance of the combined enterprise. The anticipated
benefits of the Merger may not be achieved unless, among other things, the
operations of Pillar are successfully combined with those of the Company in a
timely manner. The diversion of the attention of management, and any
difficulties encountered in the transition process, could have an adverse
impact on the revenues and operating results of the combined enterprise. There
can be no assurance that the Company will be able to successfully integrate
Pillar and its products into the Company's operations.

Variability of Operating Results. The Company operates with little or no
software licensing backlog. Therefore, quarterly revenues and operating
results are dependent on the volume and timing of the signing of license
agreements and product deliveries during the quarter, all of which are
difficult to forecast. The Company's future operating results may fluctuate
due to these and other factors, such as customer buying patterns, the timing of
new product introductions and product upgrade releases, the Company's hiring
plans, the scheduling of sales and marketing programs, and new product
development. The Company generally has realized lower revenues in its first
(September 30) and third

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(March 31) fiscal quarters than in the immediately preceding quarters. The
Company believes that these revenue fluctuations are caused by customer buying
patterns, including traditionally slow purchase activity in the summer months
and low purchase activity in the accounting and financial reporting
applications market during the March quarter, as many potential customers are
busy with their year-end closing and financial reporting. Due to the
relatively fixed nature of certain costs, including personnel and facilities
expenses, the decline in revenues in the first and third fiscal quarters
typically results in lower profitability and may result in losses in these
quarters.

New Products and Technological Change. The client/server financial software
business is characterized by rapid technological change and uncertainty about
the widespread acceptance of new products. The Company's continued success
will depend upon the Company's ability to enhance its current products, to
introduce new products that keep pace with technological and market
developments and to address the increasingly sophisticated needs of its
customers. There can be no assurance that the Company will be successful in
developing and marketing, on a timely basis, product enhancements or new
products that respond to technological advances by others, or that its new or
existing products will adequately address the needs of the marketplace or
continue to support current pricing levels.

Long-term Investment Cycle. Developing, selling and supporting financial
software is expensive and the investment in product research and development
often involves a long pay-back cycle. The Company began investing in the
principal products that are significant to its current revenues in the 1980s
and early 1990s. The Company's plans for 1995 include significant investment
in software research and development from which significant revenues are not
anticipated for a number of years, if at all. Future competitors of the
Company may enter the market without the cost burden of such long-term
investment.

Dependence on Proprietary Technology. The Company relies on a combination of
trade secret, copyright and trademark laws, license agreements, nondisclosure
and other contractual provisions and technical measures to protect its
proprietary rights in its products. There can be no assurance that these
protections will be adequate or that the Company's competitors will not
independently develop technologies that are substantially equivalent or
superior to the Company's technologies. In addition, the laws of certain
countries in which the Company's products are or may be licensed do not protect
the Company's products and intellectual property rights to the same extent as
the laws of the United States. Although the Company believes that its
products, trademarks and other proprietary rights do not infringe upon the
proprietary rights of third parties, there can be no assurance that third
parties will not assert infringement claims against the Company in the future.

Attraction and Retention of Key Personnel. The Company believes that its
continued success depends in large part upon its ability to attract and retain
highly-skilled technical, managerial and marketing personnel. Competition for
such personnel in the software industry is intense. Although the Company has
been successful to date in attracting and retaining the skilled personnel it
requires to successfully develop new and enhanced products and to continue to
grow and operate profitably, there can be no assurance that the Company will
continue to attract and retain such personnel.

Lack of Significant Product Diversification. A significant portion of the
Company's total revenues in recent fiscal periods were derived from licenses of
software for financial consolidation and reporting applications and related
services. The Company derived approximately 83%, 78% and 79% of its worldwide
total revenues from licenses and related services for its Hyperion and Micro
Control products for fiscal year 1994, 1993 and 1992, respectively.
Accordingly, any reduction in demand or increase in competition in the market
for financial consolidation and reporting software, or decline in sales of such
products, especially Hyperion, could have a material adverse effect on the
Company's business and financial condition.

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International Operations. Approximately 29%, 28% and 20% of the Company's
total revenues for each of its 1994, 1993 and 1992 fiscal years, respectively,
were derived from markets outside of the United States. Risks associated
with international operations include staffing and managing distant operations,
dependence on independent distributors, fluctuations in foreign currency
exchange rates and regulatory requirements.

Anti-Takeover Provisions; Possible Issuance of Preferred Stock. The Company's
Certificate of Incorporation, as amended, and By-laws contain provisions that
may make it more difficult for a third party to acquire, or discourage
acquisition bids for, the Company. These provisions could limit the price that
certain investors might be willing to pay in the future for shares of Common
Stock. In addition, shares of the Company's preferred stock may be issued in
the future without further stockholder approval and upon such terms and
conditions, having such rights, privileges and preferences, as the Board of
Directors of the Company may determine. The rights of the holders of Common
Stock will be subject to, and may be adversely affected by, the rights of any
holders of the Company preferred stock that may be issued in the future. The
issuance by the Company of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third party
to acquire, or discouraging a third party from acquiring, a majority of the
outstanding voting stock of the Company. The Company has no present plans to
issue any shares of preferred stock.

USE OF PROCEEDS

The proceeds from the sale of each Selling Stockholder's Shares will belong to
the Selling Stockholder. The Company will not receive any of the proceeds from
such sales of the Shares.

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PRICE RANGE OF COMMON STOCK

The Company's Common Stock is quoted on the Nasdaq National Market under the
symbol IMRS. The following table sets forth for the periods indicated the high
and low closing sale prices for the Company's Common Stock as reported by the
Nasdaq National Market.

High Low
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FISCAL 1995

2nd Quarter (through December 16, 1994) . . . . . $39 3/4 $32 1/4
1st Quarter . . . . . . . . . . . . . . . . . . . 37 1/2 21 7/8

FISCAL 1994

4th Quarter . . . . . . . . . . . . . . . . . . . $26 1/4 $19 1/4
3rd Quarter . . . . . . . . . . . . . . . . . . . 28 3/4 21 3/4
2nd Quarter . . . . . . . . . . . . . . . . . . . 27 1/8 19
1st Quarter . . . . . . . . . . . . . . . . . . . 21 1/2 16 1/4

FISCAL 1993

4th Quarter . . . . . . . . . . . . . . . . . . . $19 1/2 $11 3/4
3rd Quarter . . . . . . . . . . . . . . . . . . . 25 12 1/4
2nd Quarter . . . . . . . . . . . . . . . . . . . 24 3/4 15 1/4
1st Quarter . . . . . . . . . . . . . . . . . . . 17 1/2 14 1/4

On December 16, 1994, the closing sale price of the Company's Common Stock was
$32 3/8 per share.

The Company has not paid any cash dividends on its Common Stock and does not
anticipate paying any cash dividends in the foreseeable future. The Company
currently intends to retain future earnings to fund the development and growth
of its business. In addition, the Company's revolving credit facility
restricts the Company's payment of dividends.

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SELLING STOCKHOLDERS

The Shares are to be offered by and for the respective accounts of the Selling
Stockholders. The number of Shares which each Selling Stockholder may offer is
as follows:

Shares Percentage
Shares Offered Shares of
Owned Pursuant Owned Ownership
before to this after after the
Selling Stockholders Offering Prospectus Offering(1) Offering
- -------------------------------------------------------------------------------------------------------

Nancy Anderson 3,453 3,453 0 0%
Ronald P. Antipa 319 319 0 0
Apple Computer, Inc. 39,095 39,095 0 0
Bay Partners IV 54,212 54,212 0 0
Bessemer Venture Partners II, L.P. 65,532 65,532 0 0
California BPIV 4,712 4,712 0 0
Neill H. Brownstein 5,282 5,282 0 0
Oguz Caglarcan 24 24 0 0
B.J. Cassin 43,368 43,368 0 0
B.J. Cassin, Conservator for Robert Cassin 2,023 2,023 0 0
Andrew Chase, TTEE for 319 319 0 0
the Chase 1991 Revocable Trust
Warren G. Christianson 639 639 0 0
Clearwater Ventures, L.P. 3,837 3,837 0 0
Cornerstone Ventures 32,648 32,648 0 0
Cornerstone Ventures International, C.V. 24,629 24,629 0 0
Crown Associates III, a Limited Partnership 97,276 11,476 85,800 1.1
Crown Glynn Associates, a Limited Partnership 47,404 5,504 41,900 *
Michael J. Danaher 28 28 0 0
The Delaporte Partnership 479 479 0 0
Delaware Charter Guarantee and Trust Co. TTEE 719 719 0 0
f/b/o the Donald Grierson Money Purchase
Pension Plan
Neal Dempsey and Jan Dempsey 337 337 0 0
Melissa B. Eisenstat 400 400 0 0
F&W Investments 1992-II 958 958 0 0
Ellen Flamm 1,510 1,510 0 0
Christopher F. Gabrieli 1,062 1,062 0 0
GC&H Investments 958 958 0 0
Larry G. Gerdes 639 639 0 0
John W. Glynn, Jr. 6,070 3,070 3,000 *
Norman M. Goldfarb 255 255 0 0
Charles R. Goodman 690 690 0 0
Guarantee and Trust Co., TTEE f/b/o 496 496 0 0
the Charles R. Goodman IRA Rollover
Grace Ventures Partnership III, L.P. 67,168 67,168 0 0
Donald K. Grierson 855 855 0 0
Brad Hebert 63 63 0 0
Chris Horn 319 319 0 0
Nancy L. Hughes 511 511 0 0
IAI Investment Funds VIII, Inc. 3,605 3,605 0 0

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IAI Investment Funds IV, Inc. 18,022 18,022 0 0
IAI Investment Funds VII, Inc. 7,920 7,920 0 0
Robert B. Jack 586 586 0 0
Paul K. Joas 639 639 0 0
Robert Eliot King, TTEE under Trust of the R.E.K. 737 737 0 0
Profit Sharing Plan
Roy Kirkorian 639 639 0 0
Donald L. Lucas Successor-TTEE, 7,361 7,361 0 0
Donald L. Lucas Profit Sharing Trust
Donald L. Lucas, TTEE for the 286 286 0 0
Donald L. Lucas and Lygia S. Lucas Trust
Richard M. Lucas Cancer Foundation 1,298 1,298 0 0
Donald A. Lucas 355 355 0 0
MMC/GATX Partnership No. 1 1,827 1,827 0 0
Ted Mihara 56 56 0 0
Motet Corporation 798 798 0 0
North American Trust Co. f/b/o Heller, 304 304 0 0
Ehrman, White & McAuliffe/Victor A. Hebert
Robert J. Oster & Marion E. Oster, TTEES of 3,614 3,614 0 0
the Oster Family Revocable Trust
Suzanne C. Oster 17 17 0 0
Peggy Palkovic 45 45 0 0
Alberto Perez 798 798 0 0
The Pidwell Family Living Trust 511 511 0 0
Ken Preminger 639 639 0 0
The Kenneth Ross Trust 24,406 24,406 0 0
The Ross Children Trust 479 479 0 0
The Marde Ross Trust 319 319 0 0
Thomas P. Ruhm 92 92 0 0
Sand Hill Financial Company 24,738 24,738 0 0
Joseph P. Schoendorf 1,348 1,348 0 0
John Schwarzkopf 42 42 0 0
Stanford University 75 75 0 0
Teton Capital Company 16,753 16,753 0 0
Max E. Toy 357 357 0 0
U.S. Trust Co. of New York, TTEE for 8,606 8,606 0 0
the Crown Trust
William Walker 895 895 0 0
The Weeden Family Trust 958 958 0 0
WS Investments 88B 89 89 0 0
Jeanne D. Wohlers 5,872 5,872 0 0
Emerson Yelton 304 304 0 0
M. Melanie Yelton 152 152 0 0
Bert L. Zaccaria 1,995 1,995 0 0
--------------------------------------------------------
Total 645,285 514,585 130,700 1.6%

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_____________________
* Less than 1%

(1) Assumes that all of the Shares owned by each Selling Stockholder and
registered under this registration statement are sold during the
distribution period.

None of the Selling Stockholders within the past three years has had any
material relationship with the Company or any of its affiliates except as
described under "Recent Developments" above.

Each Selling Stockholder represented to the Company in connection with
the completion of the Merger that it was acquiring its Shares without any
present intention of effecting a distribution of those Shares. In recognition
of the fact, however, that investors may want to be able to sell their shares
when they consider it appropriate, pursuant to the terms of the Reorganization
Agreement, the Company agreed to file the Registration Statement with the
Commission to permit the public sale of the Shares and to use all reasonable
efforts to keep the Registration Statement effective until the earlier of
November 29, 1996 or the sale of all of the Shares pursuant to Rule 144 under
the Securities Act or the Registration Statement. The Company will prepare and
file such amendments and supplements to the Registration Statement as may be
necessary to keep it effective until all of the Shares have been sold pursuant
to the Registration Statement or until registration of the Shares is no longer
required by reason of Rule 144(k) under the Securities Act or other rules of
similar effect.

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PLAN OF DISTRIBUTION

The Shares offered hereby may be sold from time to time by the Selling
Stockholders for their own accounts. The Company will receive none of the
proceeds from this offering. The Selling Stockholders will pay or assume
brokerage commissions or other charges and expenses incurred in the sale of the
Shares.

The distribution of the Shares by the Selling Stockholders is not subject to
any underwriting agreement. The Shares covered by this Prospectus may be sold
by the Selling Stockholders or by pledgees, donees, transferees or other
successors in interest. The Shares offered by the Selling Stockholders may be
sold from time to time at market prices prevailing at the time of sale, at
prices relating to such prevailing market prices or at negotiated prices. In
addition, the Selling Stockholders may sell their Shares covered by this
Prospectus through customary brokerage channels, either through broker-dealers
acting as agents or brokers, or through broker-dealers acting as principals,
who may then resell the Shares, or at private sale or otherwise, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Stockholders may effect
such transactions by selling Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions, commissions, or fees from the Selling Stockholders and/or
purchasers of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). Any broker dealers
that participate with the Selling Stockholders in the distribution of Shares
may be deemed to be underwriters and any commissions received by them and any
profit on the resale of Shares placed by them might be deemed to be
underwriting discounts and commissions within the meaning of the Securities
Act, in connection with such sales.

Any shares covered by the Prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus.

11
13

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Testa, Hurwitz & Thibeault, Boston, Massachusetts.

EXPERTS

The consolidated financial statements of IMRS Inc., incorporated by reference
in IMRS' Annual Report (Form 10-K) for the year ended June 30, 1994, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
financial statements have been incorporated herein by reference in reliance on
their report given on their authority as experts in accounting and auditing.

12
14

- ------------------------------------------------------------- -------------------------------------------------------------

No person has been authorized to give any information or to
make any representations other than those contained in this
Prospectus and, if given or made, such information or 514,585 SHARES
representations must not be relied upon as having been
authorized by the Company, any Selling Stockholder or any
other person. This Prospectus does not constitute an offer to
sell or a solicitation of an offer in any jurisdiction in
which such offer or solicitation would be unlawful or to any
person to whom it is unlawful. Neither the delivery of this
Prospectus nor offer of any sale made hereunder shall, under IMRS INC.
any circumstances, create an implication that there has been
no change in the affairs of the Company or that information
contained herein is correct as of any time subsequent to this
date hereof.

-----------------
COMMON STOCK

TABLE OF CONTENTS

Page
----

Available Information 2
Incorporation of Certain Information
by Reference 2
Trademarks 3 --------------
The Company 3
Recent Developments 4 PROSPECTUS
Investment Considerations 4
Use of Proceeds 6 --------------
Price Range of Common Stock 7
Selling Stockholders 8
Plan of Distribution 11
Legal Matters 12
Experts 12 DECEMBER __, 1994

- -------------------------------------------------------------- -------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Estimated expenses (other than underwriting discounts and commissions) payable
in connection with the sale of the Common Stock offered hereby are as follows:

SEC Registration Fee $ 5,722.54
Nasdaq Filing Fee 12,140.00
Legal fees and expenses 10,000.00
Accounting fees and expenses 2,000.00
Blue Sky fees and expenses (including legal fees) 2,000.00
----------
Total $31,862.54

The Company will bear all expenses shown above.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Delaware General Corporation Law, the Company's certificate of
incorporation and by-laws provide for indemnification of the Company's
directors and officers for liabilities and expenses that they may incur in such
capacities. In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Company, and with respect to any criminal
action or proceeding, actions that the indemnitee had no reasonable cause to
believe were unlawful. Reference is made to the Company's restated certificate
of incorporation filed as Exhibit 3.1 to the Company's Registration Statement
on Form S-1 (No. 33-42855) and the Company's by-laws filed as Exhibit 3.2 to
the Company's Registration Statement on Form S-1 (No. 33-42855).

ITEM 16. EXHIBITS.

5 Opinion of Testa, Hurwitz & Thibeault
23.1 Consent of Ernst & Young LLP
23.2 Consent of Testa, Hurwitz & Thibeault (included in Exhibit 5)
24 Power of Attorney (see page II-3)

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate represent a fundamental change in the information set
forth in this Registration Statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in this
Registration Statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.

The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where appropriate, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II-1
16

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II-2
17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Stamford, Connecticut on December 20, 1994

IMRS INC.

By: /s/ James A. Perakis
----------------------
James A. Perakis
Chairman of the Board of
Directors and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of IMRS Inc., hereby severally
constitute and appoint James A. Perakis and Lucy Rae Ricciardi, and each of
them singly, our true and lawful attorneys, with full power to them and each of
them singly, to sign for us in our names in the capacities indicated below, all
pre-effective and post-effective amendments to this registration statement, and
generally do all things in our names and on our behalf in such capacities to
enable IMRS Inc. to comply with the provisions of the Securities Act of 1933
and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title(s) Date
- --------- -------- ----

/s/ James A. Perakis President, Chief Executive Officer and December 16, 1994
- ------------------------ Director (principal executive officer)
James A. Perakis

/s/ Lucy Rae Ricciardi Chief Financial Officer (principal December 16, 1994
- ------------------------ financial and accounting officer)
Lucy Rae Ricciardi

/s/ Gary G. Greenfield Director December 17, 1994
- ------------------------
Gary G. Greenfield

/s/ Harry S. Gruner Director December 15, 1994
- ------------------------
Harry S. Gruner

/s/ William W. Helman IV Director December 16, 1994
- ------------------------
William W. Helman IV

/s/ Marco Arese Lucini Director December 16, 1994
- ------------------------
Marco Arese Lucini

/s/ Aldo Papone Director December 15, 1994
- ------------------------
Aldo Papone

/s/ Robert W. Thomson Director December 17, 1994
- ------------------------
Robert W. Thomson

II-3
18

EXHIBIT INDEX

Exhibit No. Description of Exhibit
----------- ----------------------

5 Opinion of Testa, Hurwitz & Thibeault
23.1 Consent of Ernst & Young LLP
23.2 Consent of Testa, Hurwitz & Thibeault (included in Exhibit 5.)
24 Power of Attorney (see page II-3)