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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KA
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ____________________________ TO
____________________________
COMMISSION FILE NUMBER 0-9900
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HBO & COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE 37-0986839
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 PERIMETER CENTER NORTH
ATLANTA, GEORGIA 30346
(Address of principal (Zip Code)
executive office)
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Registrant's telephone number, including area code: (404) 393-6000
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.05 PAR VALUE
(Title of Class)
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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 for 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. Yes_X_ 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 the 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. ____
Aggregate market value of the voting stock held by nonaffiliates of the
registrant, computed using the closing price as reported by The Nasdaq Stock
Market's National Market for the Company's common stock on February 28, 1995:
$1,230,211,752.
Indicate the number of shares outstanding of the registrant's common stock
as of the latest practicable date:
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OUTSTANDING AT
CLASS FEBRUARY 28, 1995
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Common Stock, $.05 par value 31,953,552
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended December
31, 1994, are incorporated by reference into Parts I, II and IV of this Form
10-K.
Portions of the definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on May 9, 1995, are incorporated by reference into Part
III of this Form 10-K.
All prior period amounts have been restated to reflect the acquisition of
Serving Software, Inc.
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This form 10-KA is filed for the purpose of amending item 14 of the
registrant's 1994 form 10-K in its entirety.
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
(a) 1. Financial Statements
The Annual Report contains the following information on pages 18 through 27:
"Condensed Consolidated Quarterly Statements of Income," "Consolidated
Statements of Income," "Consolidated Balance Sheets," "Consolidated Statements
of Stockholders' Equity," "Consolidated Statements of Cash Flows" and "Notes to
Consolidated Financial Statements." The report of Arthur Andersen LLP on these
financial statements is on page 28 of the Annual Report. These financial
statements and the report of Arthur Andersen LLP are incorporated herein by
reference.
(a) 2. Financial Statement Schedules
Schedules not listed have been omitted because they are not applicable or
the required information is included in the consolidated financial statements or
notes thereto.
(a) 3. Exhibits
The following exhibits filed with the Securities and Exchange Commission are
incorporated by reference as shown below. Items marked with an asterisk, "*,"
relate to management contracts or compensatory plans or arrangements.
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EXHIBIT
NUMBER DESCRIPTION
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ON MAY 13, 1981, AS PART OF ITS REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION NUMBER
2-72275):
4(a) -- Specimen forms of certificates for Common Stock of Registrant.
10(e) -- Standard Form of EPLA Agreement.
ON JANUARY 22, 1985, AS PART OF ITS FORM S-14 (REGISTRATION NUMBER 2-95208):
3(a) -- Certificate of Incorporation of Registrant.
ON MARCH 21, 1989, AS PART OF ITS FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1988:
10(a) -- Standard Form of Software License Agreement.
10(b) -- Standard Form of Hardware Purchase Agreement.
ON OCTOBER 24, 1990, AS PART OF ITS FORM S-8 (REGISTRATION NUMBER 33-37410):
*4 -- HBO & Company 1990 Executive Incentive Plan.
ON JANUARY 10, 1991, AS PART OF ITS FORM S-8 (REGISTRATION NUMBER 33-31911):
*4 -- HBO & Company 1983 Employee Discount Stock Purchase Plan, as amended.
ON FEBRUARY 15, 1991, AS PART OF ITS FORM S-8 (REGISTRATION NUMBER 2-75987):
*4 -- HBO & Company 1981 Incentive Stock Option Plan, as amended.
ON FEBRUARY 22, 1991, AS PART OF ITS FORM 8-K:
*4 -- HBO & Company Rights Agreement.
ON MARCH 26, 1991, AS PART OF ITS FORM S-8 (REGISTRATION NUMBER 2-92030):
*4 -- HBO & Company Nonqualified Stock Option Plan, as amended.
ON MARCH 27, 1991, AS PART OF ITS FORM S-8 (REGISTRATION NUMBER 33-12051):
*4 -- HBO & Company 1986 Employee Nonqualified Stock Option Plan, as amended.
ON MARCH 27, 1991, AS PART OF ITS FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1990:
3(a) -- Amendments to the Certificate of Incorporation of Registrant.
10(c) -- Standard Form of HealthQuest Ltd. Software License and Maintenance Agreement.
ON MARCH 27, 1992, AS PART OF ITS FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1991:
10(a) -- Standard Form of Credit Agreement with recourse between the Company and Sanwa Business
Credit Corporation.
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EXHIBIT
NUMBER DESCRIPTION
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10(b) -- Standard Form of Credit Agreement without recourse between the Company and Sanwa
Business Credit Corporation.
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10(c) -- Asset Purchase Agreement between HBO & Company of Georgia and Data General Corporation,
dated as of October 4, 1991.
ON MARCH 26, 1993, AS PART OF ITS FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1992:
*4 -- HBO & Company Key Employee Supplemental Retirement Plan.
10(d) -- Standard Form of Credit Agreement without recourse between the Company and The First
National Bank of Boston.
*10(e) -- Summary of Severance Agreement with Michael W. McCarty.
ON AUGUST 12, 1993, AS PART OF ITS FORM S-8 (REGISTRATION NUMBER 33-67300):
*4 -- HBO & Company 1993 Stock Option Plan for Nonemployee Directors.
ON AUGUST 13, 1993, AS PART OF ITS FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1993:
10(a) -- Acquisition Agreement, dated June 28, 1993, of Biven Software, Inc.
ON MARCH 23, 1994, AS PART OF ITS FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1993:
*4(a) -- Amendment to the HBO & Company 1990 Executive Incentive Plan.
*4(b) -- Amendment to the HBO & Company 1983 Employee Discount Stock Purchase Plan.
*4(c) -- HBO & Company Profit Sharing and Savings Plan (1993 Restatement).
*4(d) -- First Amendment to the HBO & Company Profit Sharing and Savings Plan (1993
Restatement).
10(a) -- Grid Note between the Company and Continental Bank N.A., dated June 25, 1993.
10(b) -- Acquisition of Data-Med Computer Services Limited - Sale and Purchase Agreement, dated
December 16, 1993.
10(e) -- Co-ownership agreement between HTG Corp. and the Company of Falcon 20 airplane, dated
July 15, 1993.
10(f) -- Promissory note from HTG Corp. and the Company to General Electric Capital Corporation.
10(g) -- Letter agreement between HTG Corp. and the Company regarding the Loan from General
Electric Capital Corporation, dated December 16, 1993.
ON MAY 6, 1994, AS PART OF ITS FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1994:
10(a) -- Termination of the Amended and Restated Revolving Credit Agreement with Continental
Bank N. A., effective April 20, 1994.
10(b) -- Letter agreement from Bank of Boston regarding the Revolving and Term Loan Facility,
dated April 19, 1994.
ON JUNE 14, 1994, AS PART OF ITS FORM 8-K DATED JUNE 13, 1994, AS AMENDED BY FORM 8-KA DATED
JUNE 30, 1994, AND FILED WITH THE COMMISSION ON JULY 1, 1994:
2 -- Asset Purchase Agreement among IBAX Healthcare Systems, Baxter Healthcare Corporation,
International Business Machines Corporation, Baxter Systems, Inc., HCPG Corporation,
HBO & Company and HBO & Company of Georgia, dated May 31, 1994.
ON JULY 20, 1994, AS PART OF ITS FORM S-4 REGISTRATION STATEMENT DATED JULY 19, 1994, AS AMENDED
BY AMENDMENT NO. 1 TO FORM S-4 DATED AUGUST 10, 1994, AND FILED WITH THE COMMISSION ON AUGUST 11,
1994, AND FURTHER AMENDED BY AMENDMENT NO. 2 TO FORM S-4 DATED AUGUST 10, 1994, AND FILED WITH THE
COMMISSION AUGUST 11, 1994:
2 -- Agreement of Merger dated June 30, 1994, by and among HBO & Company, HBO & Company of
Georgia and Serving Software, Inc.
3 -- Amended Bylaws of Registrant.
10(a) -- Receivables Purchase Agreement, dated as of June 24, 1994, among HBO & Company of
Georgia, as seller, and The First National Bank of Boston and NationsBank of Georgia,
N.A., as purchasers, and The First National Bank of Boston, as agent.
10(b) -- Credit Agreement, dated June 13, 1994, between the Company and Wachovia Bank of
Georgia, N.A.
10(c) -- Note payable to Baxter Healthcare Corporation, dated May 31, 1994.
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EXHIBIT
NUMBER DESCRIPTION
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10(d) -- Note payable to International Business Machines Corporation, dated May 31, 1994.
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10(e) -- Amended and Restated Revolving Credit and Term Loan Agreement, dated as of May 27,
1994, among HBO & Company and HBO & Company of Georgia and The First National Bank of
Boston and NationsBank of Georgia, N.A. and The First National Bank of Boston, as
agent.
10(f) -- First Amendment to the May 27, 1994, Amended and Restated Revolving Credit and Term
Loan Agreement and First Amendment to Revolving Credit Notes, dated as of June 30,
1994.
*10(g) -- Letter Agreement between John E. Haugo, Ph.D. and HBO & Company, dated June 29, 1994,
re: employment.
ON AUGUST 11, 1994, AS PART OF ITS FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1994:
10 -- Second Amendment to the May 27, 1994, Amended and Restated Revolving Credit and Term
Loan Agreement by and among HBO & Company, HBO & Company of Georgia, The First National
Bank of Boston, NationsBank of Georgia, N.A. and other lending institutions, dated as
of June 30, 1994.
ON AUGUST 17, 1994, AS PART OF ITS FORM S-8 (REGISTRATION NUMBER 33-82960):
*4 -- HBO & Company 1983 Employee Discount Stock Purchase Plan, as amended.
ON AUGUST 17, 1994, AS PART OF ITS FORM S-8 (REGISTRATION NUMBER 33-82962):
*4 -- HBO & Company 1990 Executive Incentive Plan, as amended.
ON SEPTEMBER 15, 1994, AS PART OF ITS FORM S-8 (REGISTRATION NUMBER 33-84034):
*4 -- 1986 Incentive Stock Option Plan of Serving Software, Inc.
ON SEPTEMBER 16, 1994, AS PART OF ITS FORM S-8 (REGISTRATION NUMBER 33-84056):
*4 -- Serving Software, Inc. 1992 Non-Employee Directors Stock Option Plan.
ON NOVEMBER 10, 1994, AS PART OF ITS FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1994:
10(a) -- First Amendment to the Receivables Purchase Agreement by and among HBO & Company of
Georgia, the First National Bank of Boston, NationsBank of Georgia, N.A. and other
financial institutions, dated September 30, 1994.
10(b) -- Third Amendment to the May 27, 1994, Amended and Restated Revolving Credit and Term
Loan Agreement by and among HBO & Company, HBO & Company of Georgia, The First National
Bank of Boston, NationsBank of Georgia, N.A. and other lending institutions, dated
August 31, 1994.
THE FOLLOWING EXHIBITS ARE INCLUDED IN THIS FORM 10-K:
*4 -- Chief Executive Officer Incentive Plan.
11 -- Computation of Earnings Per Share of Common Stock for the Years Ended December 31,
1994, 1993 and 1992.
13 -- Annual Report to Stockholders for the year ended December 31, 1994.
21 -- Subsidiaries of Registrant.
23 -- Consent of Arthur Andersen LLP.
(b) Reports on Form 8-K during the quarter ended December 31, 1994, or subsequent to that date
but prior to the filing date of this Form 10-K:
FORM 8-K DATED NOVEMBER 11, 1994:
-- Reporting under Item 5 that the Company declared a regular quarterly cash dividend of
$.04 per share payable on January 20, 1995, to stockholders of record on December 30,
1994.
FORM 8-K DATED FEBRUARY 24, 1995:
-- Reporting under Item 5 that the Company announced the acquisition of Advanced
Laboratory Systems, Inc., a privately held developer of laboratory software for the
healthcare and commercial marketplace.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: HBO & COMPANY
(Registrant)
By: /s/ TIMOTHY S. HEYERDAHL
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Timothy S. Heyerdahl
VICE PRESIDENT -- CONTROLLER,
CHIEF ACCOUNTING OFFICER
