<PAGE>
As filed with the Securities and Exchange Commission on May 9, 1995
Registration No. 33-
--------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
HBO & COMPANY
(Exact name of registrant as specified in its charter)
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 executive offices including zip code)
1986 HBO & COMPANY NONQUALIFIED STOCK OPTION AGREEMENT; AND
1991 HBO & COMPANY NONQUALIFIED STOCK OPTION AGREEMENT 1; AND
1991 HBO & COMPANY NONQUALIFIED STOCK OPTION AGREEMENT 2
(Full title of the plan)
James A. Gilbert
HBO & Company
301 Perimeter Center North
Atlanta, Georgia 30346
(Name and address of agent for service)
(404) 393-6000
(Telephone number, including area code, of agent for service)
WITH COPY TO:
John E. Zamer, Esq.
Jones, Day, Reavis & Pogue
3500 One Peachtree Center
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
Page 1 of 27 Pages
Exhibit Index Appears on Page 12
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed
Title of maximum
securities Amount offering Proposed maximum Amount of
to be to be price per aggregate registration
registered registered share offering price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 625,000 (2) $3.72 (3) $2,325,500 (2) $801.90
par value $.05
per share and
Preferred Share
Purchase
Rights (1)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<FN>
(1) The Preferred Share Purchase Rights, which are attached to the shares
of Common Stock being registered will be issued for no additional
consideration, no additional registration fee is required.
(2) As a result of a two-for-one stock split effected in 1994 and by reason
of the anti-dilution provisions of the above referenced plans, the
number of shares of Common Stock purchasable pursuant to the plans was
doubled from 312,500 to 625,000 shares and the exercise price per share
halved. Such additional indeterminable number of shares of Common
Stock are hereby registered as may be further required by reason of the
anti-dilution provisions of the plans.
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate
is made solely for the purpose of calculating the amount of the
registration fee and is based upon the actual weighted average exercise
price of the stock options granted under the above referenced plans.
</TABLE>
Page 2 of 27 Pages
<PAGE>
EXPLANATORY NOTE
----------------
In accordance with the Note to Part I of the Form S-8, the
information specified in Part I has been omitted from this Registration
Statement.
Page 3 of 27 Pages
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by HBO & Company (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(1) Annual Report on Form 10-K for the fiscal year ended December
31, 1994;
(2) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), since December 31, 1994; and
(3) The description of the Company's Common Stock and Preferred
Share Purchase Rights, contained in the Company's Registration
Statement on Form 8-A filed with the Commission on August 19,
1981, as amended, and February 19, 1991, as amended,
respectively.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws (Article, IX, Section 1) provides that every
person who was or is a party or is threatened to be made a party to or is
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
and pursuant to any procedure specified in the General Corporation law of the
State of Delaware, as amended from time to time, against all expenses,
Page 4 of 27 Pages
<PAGE>
liabilities and losses (including attorneys' fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered by him in
connection therewith. Such right of indemnification shall be a contract right
that may be enforced in any manner by such person. Such right of
indemnification shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this article.
Article IX, Section 2 of the Company's By-Laws provides that the Board
of Directors may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.
With respect to indemnification of officers and directors, Section 145
of the Delaware General Corporation Law provides that a corporation shall have
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Under this provision of
the Delaware General Corporation Law, the termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Furthermore, the Delaware General Corporation Law provides that a
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any
Page 5 of 27 Pages
<PAGE>
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees), actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, but in view of all circumstances of the cases,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
In addition, the General Corporation Law of Delaware was amended in
1986 to enable a Delaware corporation to include in its certificate of
incorporation a provision eliminating or limiting a director's liability to the
corporation or its stockholders for monetary damages for breaches of a
director's fiduciary duty of care. The statutory amendment provides, however,
that (a) liability for duty or loyalty, (b) acts or omissions not in good faith
or involving intentional misconduct or knowing violations of law, (c) the
unlawful purchase or redemption of stock or unlawful dividends or (d) the right
of improper personal benefits could not be eliminated or limited in this manner.
The Company's Certificate of Incorporation has been amended to contain
provisions substantially similar to those contained in the amended General
Corporation Law of Delaware.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
4.1 1986 HBO & Company Nonqualified Stock Option Agreement
4.2 1991 HBO & Company Nonqualified Stock Option Agreement 1
4.3 1991 HBO & Company Nonqualified Stock Option Agreement 2
5 Opinion of Counsel
15 Letter Re: Unaudited Interim Financial Information
Page 6 of 27 Pages
<PAGE>
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended ("1933
Act"), each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act 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.
(b) 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 Act 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 Act and
will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes 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 the registration statement.
(d) The undersigned 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, 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.
Page 7 of 27 Pages
<PAGE>
(e) The undersigned Registrant undertakes 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.
Page 8 of 27 Pages
<PAGE>
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 of the requirements for filing this Registration Statement on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on this __9th__ day of May, 1995.
HBO & COMPANY
By: /s/ Charles W. McCall
---------------------------
Charles W. McCall
President, Chief Executive
Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. Gilbert, and Jay P. Gilbertson,
jointly and severally, each in his own capacity, his true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Page 9 of 27 Pages
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Charles W. McCall President, Chief May 9, 1995
-------------------------- Executive Officer and
Charles W. McCall Director (Principal
Executive Officer)
/s/ Jay P. Gilbertson Vice President-Finance,
-------------------------- Assistant Secretary,
Jay P. Gilbertson Treasurer, and Chief
Financial Officer
(Principal
Financial Officer)
/s/ Timothy S. Heyerdahl Vice President - May 9, 1995
-------------------------- Controller and Chief
Timothy S. Heyerdahl Accounting Officer
(Principal Accounting
Officer)
/s/ Holcombe T. Green, Jr. Chairman of the Board May 9, 1995
--------------------------
Holcombe T. Green, Jr.
Director May 9, 1995
/s/ John P. Crecine
--------------------------
John P. Crecine
/s/ Alfred C. Eckert III Director May 9, 1995
--------------------------
Alfred C. Eckert III
/s/ Alton F. Irby III Director May 9, 1995
--------------------------
Alton F. Irby III
/s/ Gerald E. Mayo Director May 9, 1995
--------------------------
Gerald E. Mayo
/s/ James V. Napier Director May 9, 1995
--------------------------
James V. Napier
Page 10 of 27 Pages
<PAGE>
/s/ Charles E. Thoele Director May 9, 1995
--------------------------
Charles E. Thoele
/s/ Donald C. Wegmiller Director May 9, 1995
--------------------------
Donald C. Wegmiller
Page 11 of 27 Pages
<PAGE>
EXHIBIT INDEX
Page Number in
Exhibit Sequentially
Number Exhibit Description Numbered Copy
------- ------------------- -------------
4.1 1986 HBO & Company Nonqualified 13
Stock Option Agreement
4.2 1991 HBO & Company Nonqualified 17
Stock Option Agreement 1
4.3 1991 HBO & Company Nonqualified 21
Stock Option Agreement 2
5 Opinion of Counsel 25
15 Letter Re: Unaudited Interim 26
Financial Information
23.1 Consent of Independent Auditors 27
23.2 Consent of Counsel (included in 25
Exhibit 5)
24 Power of Attorney 9
Page 12 of 27 Pages
<PAGE>
HBO & COMPANY
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, entered into as of this 16th day of July, 1986 by
and between HBO & COMPANY, a Delaware corporation (the "Company"), and Holcombe
T. Green, Jr. ("Optionee").
W I T N E S S E T H:
In order to promote the long term interests of the Company and to encourage
stock ownership and in consideration of the mutual covenants herein, it is
agreed between Optionee and the Company as follows:
1. GRANT OF OPTION. Upon and subject to the terms, restrictions,
limitations and conditions stated herein, the Company hereby grants to Optionee
the right and option to purchase Twenty-Five Thousand (25,000) shares of the
Company's common stock, $0.05 per value, (the "Option"). The Option shall
expire and not be exercisable after July 16, 1996, and in no event shall be
exercisable after ten (10) years from the date of grant hereof.
2. PURCHASE PRICE. The price per share to be paid by Optionee for the
shares subject to this Option shall be Nine Dollars ($9.00).
Page 13 of 27 Pages
<PAGE>
3. EXERCISE TERMS. Optionee may exercise this Option at any time and from
time to time prior to the expiration of the Option. In the event this Option is
not exercised with respect to all or any part of the shares subject to this
Option before such expiration, the shares with respect to which this Option was
not exercised in accordance with the stated schedule shall no longer be subject
to this Option.
4. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are not
assignable nor transferable by Optionee otherwise than by will or the laws of
descent and distribution, and during Optionee's lifetime this Option is
exercisable only by him.
5. NOTICE OF EXERCISE OF OPTION. This Option may be exercised only by
written notice given to the Secretary of the Company, at its Corporate
Headquarters, specifying the number of shares of stock with respect to which
this Option is then being exercised, accompanied by a check payable to the order
of the Company, in an amount equal to the option price of each share of stock
being purchased upon such exercise. This Option may be exercised in whole or in
part at any time or from time to time on any business day of the Company during
the period this Option is exercisable. Optionee shall not have any rights of a
stockholder with respect to shares of stock subject to this Option until such
shares are purchased upon exercise of this Option and duly issued pursuant to
all requisite corporate action.
Page 14 of 27 Pages
<PAGE>
6. ADJUSTMENT IN OPTION. In the event that the outstanding shares of
common stock of the Company are changed into or exchanged for a different number
or kind of shares or other securities of the Company or of another corporation
by reason of merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock dividend
occurring between the date of grant of this Option and prior to complete
exercise of this Option, the number of shares subject to the Option shall be
appropriately adjusted by the Company.
7. TERMINATION. In the event that Optionee shall no longer be a Director
of the Company, for any reason, other than a termination by reason of death,
this Option shall forthwith terminate. In the event of termination because of
death, Optionee or his legatee or personal representatives may exercise this
Option at any time within twelve (12) months after such termination, but in no
event after ten (10) years from the date of grant hereof.
8. INVESTMENT INTENTION. Solely for the purpose of enabling the Company
to comply with any applicable blue sky laws (the "Acts"), at any time of
exercise of this Option, in whole or in part, Optionee agrees to deliver to the
Company an appropriate investment letter or letters prepared by counsel for the
Company stating that he is purchasing the shares to be issued upon the exercise
of this Option for investment purposes for his own
Page 15 of 27 Pages
<PAGE>
account and not with any present intention to resell or distribute such shares,
and Optionee agrees that the certificates for such shares to be delivered to him
may be stamped with restrictive legends to this effect. However, if the shares
underlying this Option shall at any time be registered under the Acts, or if
such shares may, in the opinion of counsel for the Company, be sold without
registration under said Acts, the Company shall release Optionee from this
investment representation and remove the restrictive legend from such shares.
9. BINDING AGREEMENT. This Agreement shall be binding upon the Company
and its successors and assigns.
IN WITNESS WHEREOF, the Company and Optionee have affixed their duly
authorized signatures hereto as of the date first above written.
HBO & COMPANY
BY: /S/ Walter S. Huff, Jr.
-----------------------
OPTIONEE: /S/ Holcombe T. Green, Jr.
--------------------------
Page 16 of 27 Pages
<PAGE>
HBO & COMPANY
NON-QUALIFIED STOCK OPTION AGREEMENT 1
THIS STOCK OPTION AGREEMENT, entered into as of this 27th day of January, 1991
by and between HBO & COMPANY, a Delaware corporation (the "Company"), and
Charles W. McCall ("Optionee").
W I T N E S S E T H:
In order to promote the long term interests of the Company and to encourage
stock ownership and in consideration of the mutual covenants herein, it is
agreed between Optionee and the Company as follows:
1. GRANT OF OPTION. Upon and subject to the terms, restrictions,
limitations and conditions stated herein, the Company hereby grants to Optionee
the right and option to purchase Two Hundred Thousand (200,000) shares of the
Company's common stock, $0.05 per value, (the "Option"). The Option shall be
exercisable at any time after January 15, 1993 if the Fair Market Value of the
Company's stock, for a period of ten (10) consecutive trading days immediately
prior to exercise, equals or exceeds Fifteen Dollars ($15.00). The Option shall
expire and not be exercisable after January 15, 2003.
2. PURCHASE PRICE. The price per share to be paid by Optionee for the
shares subject to this Option shall be Six Dollars ($6.00).
3. EXERCISE TERMS. Optionee may exercise this Option at any time and from
time to time prior to the expiration of the Option. In the event this Option is
not exercised with respect to all or any part of the shares subject to this
Option before such expiration, the shares with respect to which this Option was
not exercised in accordance with the stated schedule shall no longer be subject
to this Option.
4. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are not
assignable nor transferable by Optionee otherwise than by will or the laws of
descent and distribution, and during Optionee's lifetime this Option is
exercisable only by him.
5. NOTICE OF EXERCISE OF OPTION. This Option may be exercised only by
written notice given to the Secretary of the Company, at its Corporate
Headquarters, specifying the number of shares of stock with respect to which
this Option is then being exercised, accompanied by a check payable to the order
of the Company, in an amount equal to the option price of each share of stock
being purchased upon such exercise. This Option may be exercised in whole or in
part at any time or from time to time on any business day of the Company during
the period this Option is
Page 17 of 27 Pages
<PAGE>
exercisable. Optionee shall not have any rights of a stockholder with respect
to shares of stock subject to this Option until such shares are purchased upon
exercise of this Option and duly issued pursuant to all requisite corporate
action.
6. ADJUSTMENT IN OPTION. In the event that the outstanding shares of
common stock of the Company are changed into or exchanged for a different number
or kind of shares or other securities of the Company or of another corporation
by reason of a merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock dividend
occurring between the date of grant of this Option and prior to complete
exercise of this Option, the number of shares subject to the Option shall be
appropriately adjusted by the Company.
7. TERMINATION. In the event that Optionee shall no longer be an Employee
of the Company, for any reason, other than a termination by reason of death or
disability, this Option shall forthwith terminate. In the event of termination
because of death or disability, Optionee or his legatee or personal
representatives may exercise this Option at any time within twelve (12) months
after such termination.
8. CHANGE OF CONTROL. In the event there is a Change of Control (as such
term is defined below) of the Company and either (i) Optionee's employment is
terminated involuntarily by the Company or (ii) Optionee terminates employment
with the Company for Good Reason (as such term is defined below), then this
Option shall not terminate but rather Optionee shall have the immediate right to
exercise this Option with respect to all shares granted pursuant to this Option
at any time, notwithstanding the provisions of Sections 1 or 7 hereof; PROVIDED,
HOWEVER, that should the Change of Control result in the termination of this
Option without the simultaneous conversion of this Option into options to
purchase like stock of the Company, or a corporation acquiring or succeeding to
the rights of the Company in such Change of Control, upon terms substantially
similar to those described herein, THEN Optionee shall have the immediate right
upon such Change of Control to exercise this Option with respect to all shares
granted pursuant to this Option at any time, regardless of whether Optionee's
employment with the Company has terminated.
For purposes of this Section 8, "Change of Control" of the Company shall be
deemed to have occurred if (i) a tender offer shall be made and consummated for
the ownership of 50% or more of the outstanding voting securities of the
Company, (ii) the Company shall sell substantially all of its assets to another
corporation that is not a wholly owned subsidiary, (iii) a person, within the
meaning of Section 3(a)(9) or of Section 13(a)(3) (as in effect on the date
hereof) of the Securities Exchange
Page 18 of 27 Pages
<PAGE>
Act of 1934, shall acquire 40% or more of the outstanding voting securities of
the Company (whether directly, indirectly, beneficially or of record), or (iv)
there shall be a change within the period beginning with the first day after any
annual meeting of stockholders of the Company (commencing for these purposes on
May 15, 1991) and ending (and including) the date of the successive annual
meeting of more than two-thirds of the members of the Board of Directors of the
Company, For purposes hereof, ownership of voting securities shall take into
account and shall include ownership as determined by applying the provisions of
Rule 13d-3(1) (i) (as in effect on the date hereof) pursuant to the Securities
Exchange Act of 1934.
For purposes of this Section 8, termination by Optionee of his employment
with the Company for "Good Reason" shall mean any one of the following:
(a) Subsequent to a Change of Control, and without the express written
consent of Optionee, the assignment to Optionee of any duties
inconsistent with his positions, duties, responsibilities and status
with the Company immediately prior to such Change of Control, or a
change in his reporting responsibilities, titles or offices as in
effect immediately prior to such Change of Control, or any removal of
Optionee from or any failure to reappoint Optionee to any of such
positions, except in connection with the termination of Optionee's
employment by reason of death, Optionee's becoming a Disabled
Employee, or Optionee's voluntary termination for other than Good
Reason;
(b) Subsequent to a Change of Control, a reduction by the Company in
Optionee's base salary as in effect on the date hereof or as the same
may be increased from time to time;
(c) Subsequent to a Change of Control, a failure by the Company to
continue any bonus plans in which Optionee is presently entitled to
participate (the "Bonus Plans") as the same may be modified from time
to time but substantially in the forms currently in effect, or a
failure by the Company to continue Optionee as a participant in the
Bonus Plans on at least the same basis as Optionee presently
participates in the Bonus Plans;
(d) Subsequent to a Change of Control, and without Optionee's express
written consent, the Company's requiring Optionee to be based anywhere
other than within fifty (50) miles of Optionee's present office
location, except for required travel on the Company's business to an
extent substantially consistent with
Page 19 of 27 Pages
<PAGE>
Optionee's present business travel obligations; or
(e) Subsequent to a Change of Control, the failure by the Company to
continue in effect any benefit or compensation plan, life insurance
plan, health-and-accident plan or disability plan in which Optionee is
participating at the time of a Change of Control (or plans providing
Optionee with substantially similar benefits), the taking of any
action by the Company that would adversely affect the Optionee's
participation in or materially reduce their benefits under any of such
plans or deprive them of any material fringe benefit enjoyed at the
time of the Change of Control, or the failure by the Company to
provide Optionee with the number of paid vacation days to which
Optionee is then entitled in accordance with the Company's normal
vacation policy in effect on the date hereof.
9. INVESTMENT INTENTION. Solely for the purpose of enabling the Company
to comply with any applicable blue sky laws (the "Acts"), at any time of
exercise of this Option, in whole or in part, Optionee agrees to deliver to the
Company an appropriate investment letter or letters prepared by counsel for the
Company stating that he is purchasing the shares to be issued upon the exercise
of this Option for investment purposes for his own account and not with any
present intention to resell or distribute such shares, and Optionee agrees that
the certificates for such shares to be delivered to him may be stamped with
restrictive legends to this effect and Optionee agrees to abide by any such
restrictions. However, if the shares underlying this Option shall at any time
be registered under the Acts, or if such shares may, in the opinion of counsel
for the Company, be sold without registration under said Acts, the Company shall
release Optionee from this investment representation and remove the restrictive
legend from such shares.
10. BINDING AGREEMENT. This Agreement shall be binding upon the Company
and its successors and assigns.
IN WITNESS WHEREOF, the Company and Optionee have affixed their duly
authorized signatures hereto as of the date first above written.
HBO & COMPANY
BY: /S/ Thomas H. Muller, Jr.
-------------------------
OPTIONEE: /S/ Charles W. McCall
---------------------
Page 20 of 27 Pages
<PAGE>
HBO & COMPANY
NON-QUALIFIED STOCK OPTION AGREEMENT 2
THIS STOCK OPTION AGREEMENT, entered into as of this 30th day of April, 1991 by
and between HBO & COMPANY, a Delaware corporation (the "Company"), and Holcombe
T. Green, Jr. ("Optionee").
W I T N E S S E T H:
In order to promote the long term interests of the Company and to encourage
stock ownership and in consideration of the mutual covenants herein, it is
agreed between Optionee and the Company as follows:
1. GRANT OF OPTION. Upon and subject to the terms, restrictions,
limitations and conditions stated herein, the Company hereby grants to Optionee
the right and option to purchase One Hundred Thousand shares (100,000) of the
Company's common stock, $0.05 per value, (the "Option"). The Option shall
expire and not be exercisable after March 21, 2000, and in no event shall be
exercisable after ten (10) years from the date of grant hereof.
2. PURCHASE PRICE. The price per share to be paid by Optionee for the
shares subject to this Option shall be Ten Dollars and Thirteen cents ($10.13).
3. EXERCISE TERMS. Optionee may exercise this Option at any time prior to
the expiration of the Option, in accordance with the following vesting
scheduling:
Page 21 of 27 Pages
<PAGE>
Number of Shares Exercisable on or After
---------------- -----------------------
20,000 April 30, 1991
20,000 April 30, 1992
20,000 April 30, 1993
20,000 April 30, 1994
20,000 April 30, 1995
In the event this Option is not exercised with respect to all or any part of the
shares subject to this Option before such expiration, the shares with respect to
which this Option was not exercised in accordance with the stated schedule shall
no longer be subject to this Option.
4. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are not
assignable nor transferable by Optionee otherwise than by will or the laws of
descent and distribution, and during Optionee's lifetime this Option is
exercisable only by him.
5. NOTICE OF EXERCISE OF OPTION. This Option may be exercised only by
written notice given to the Secretary of the Company, at its Corporate
Headquarters, specifying the number of shares of stock with respect to which
this Option is then being exercised, accompanied by a check payable to the order
of the Company, in an amount equal to the option price of each share of stock
being purchased upon such exercise. This Option may be exercised in whole or in
part at any time or from time to time on any business day of the Company during
the period this Option is exercisable. Optionee shall not have any rights of a
stockholder
Page 22 of 27 Pages
<PAGE>
with respect to shares of stock subject to this Option until such shares are
purchased upon exercise of this Option and duly issued pursuant to all requisite
corporate action.
6. ADJUSTMENT IN OPTION. In the event that the outstanding shares of
common stock of the Company are changed into or exchanged for a different number
or kind of shares or other securities of the Company or of another corporation
by reason of a merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock dividend
occurring between the date of grant of this Option and prior to complete
exercise of this Option, the number of shares subject to the Option shall be
appropriately adjusted by the Company.
7. TERMINATION. In the event that Optionee shall no longer be a Director
of the Company, for any reason, other than a termination by reason of death,
this Option shall forthwith terminate. In the event of termination because of
death, Optionee or his legatee or personal representatives may exercise this
Option at any time within twelve (12) months after such termination, but in no
event after ten (10) years from the date of grant hereof.
8. INVESTMENT INTENTION. Solely for the purpose of enabling the Company
to comply with any applicable blue sky laws (the "Acts"), at any time of
exercise of this Option, in whole or in part, Optionee agrees to deliver to the
Company an appropriate investment letter or letters prepared by counsel for the
Company
Page 23 of 27 Pages
<PAGE>
stating that he is purchasing the shares to be issued upon the exercise of this
Option for investment purposes for his own account and not with any present
intention to resell or distribute such shares, and Optionee agrees that the
certificate for such shares to be delivered to him may be stamped with
restrictive legends to this effect. However, if the shares underlying this
Option shall at any time be registered under the Acts, or if such shares may, in
the opinion of counsel for the Company, be sold without registration under said
Acts, the Company shall release Optionee from this investment representation and
remove the restrictive legend from such shares.
9. PAYMENT OF TAXES. If, in connection with the exercise of this Option,
the Company is required to withhold income taxes from the employee, payment for
these taxes must be made in conjunction with payment for the Option shares
themselves.
10. BINDING AGREEMENT. This Agreement shall be binding upon the Company
and its successors and assigns.
IN WITNESS WHEREOF, the Company and Optionee have affixed their duly
authorized signatures hereto as of the date first above written.
HBO & COMPANY
BY: /S/ Thomas H. Muller, Jr.
-------------------------
OPTIONEE: /S/ Holcombe T. Green, Jr.
--------------------------
Page 24 of 27 Pages
<PAGE>
[Letterhead]
May 9, 1995
HBO & Company
301 Perimeter Center North
Atlanta, Georgia 30346
Re: Registration Statement on Form S-8 for HBO & Company
Relating to 650,000 Shares of Common Stock, Par Value $0.05
Per Share, Available for Issuance Pursuant to Certain
Nonqualified Stock Option Agreements
-----------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for HBO & Company, a Delaware corporation (the
"Company"), in connection with the registration of 650,000 shares of common
stock of the Company, par value $0.05 per share (the "Shares"), available for
issuance pursuant to Nonqualified Stock Option Agreements entered into as of
July 16, 1986, January 27, 1991 and April 30, 1991 (collectively, the "Option
Agreements").
We have examined such documents, records and matters of law as we have
deemed necessary for the purposes of this opinion. Based upon the foregoing, we
are of the opinion that the Shares have been duly authorized and, when issued
and sold pursuant to the Option Agreements, against payment of the consideration
for the Shares as provided therein, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Company to effect registration
of the Shares under the Securities Act of 1933, as amended.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
Page 25 of 27 Pages
<PAGE>
Exhibit 15
ARTHUR ANDERSEN LLP
LETTER REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION
We are aware that HBO & Company has incorporated by reference in its Form S-8
Registration Statement relating to the 1986 HBO & Company Nonqualified Stock
Option Agreement, the 1991 HBO & Company Nonqualified Stock Option Agreement 1,
and the 1991 HBO & Company Nonqualified Stock Option Agreement 2 its Form 10-Q
for the quarter ended March 31, 1995, which includes our report dated April 19,
1995, covering the unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933 (the "Act"), that report
is not considered a part of the Registration Statement prepared or certified by
our firm or a report prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.
/s/ Arthur Andersen LLP
Atlanta, Georgia
May 5, 1995
Page 26 of 27 Pages
<PAGE>
Exhibit 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 8, 1995
included in HBO & Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
May 5, 1995
Page 27 of 27 Pages
