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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
JULY 18, 1995
(JULY 17, 1995)
Date of Report
(Date of earliest event reported)
HBO & COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-9900 37-0986839
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(Commission File Number) (IRS Employer Identification No.)
301 PERIMETER CENTER NORTH
ATLANTA, GA 30346
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(Address of principal executive offices) (Zip Code)
(404) 393-6000
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
The Company announced on July 17, 1995, that it has signed a definitive
agreement for HBO & Company to acquire CliniCom Inc in a transaction to be
accounted for as a pooling. Terms of the acquisition call for CliniCom's
shareholders to receive .4 of a share of HBOC common stock for each of the
approximately 8,660,000 currently outstanding CliniCom shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Press release dated July 17, 1995, announcing the definitive agreement.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HBO & COMPANY
(Registrant)
Date: July 18, 1995
/s/ Jay P. Gilbertson
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Jay. P. Gilbertson
Vice President - Finance,
Chief Financial Officer
Treasurer and Assistant Secretary
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EXHIBIT 99
NEWS RELEASE
HBO & Company CliniCom, Inc.
301 Perimeter Center North Mark Trinske
ATLANTA, GA 30346 INVESTOR RELATIONS
MONIKA BROWN (303) 665-7760
INVESTOR RELATIONS Catherine Milburn
(404) 668-5926 Chief Financial Officer
(303) 443-9660
HBOC SIGNS DEFINITIVE AGREEMENT TO ACQUIRE CLINICOM
ATLANTA, July 17, 1995 -- Healthcare information solutions vendor HBO
& Company (NASDAQ:HBOC) and CliniCom Inc. (NASDAQ:CLIN), a Boulder, Colo.-based
developer of point-of-care clinical information systems, today announced that
the parties have signed a definitive agreement for HBOC to acquire CliniCom.
The acquisition, which is subject to certain conditions including
regulatory and CliniCom shareholder approval, will be accounted for as a pooling
of interests and is expected to close near the end of the third quarter 1995.
Terms of the acquisition call for CliniCom's shareholders to receive 0.4 of a
share of HBOC common stock for each of the approximately 8,660,000 currently
outstanding CliniCom shares.
HBOC and CliniCom have been marketing partners since the mid-'80s. In
late 1993, the two companies entered into a "teaming" agreement through which
HBOC offers a combination of CliniCom's and its own applications as its patient-
focused clinical solution, Pathways Care Manager. "The merger will offer HBOC a
greater opportunity to build on CliniCom's considerable expertise in clinical
information systems, which are so critical to managing patient care throughout
today's burgeoning integrated delivery networks," said HBOC president and CEO
Charles W. McCall.
"CliniCom's relationship with HBO & Company has been very positive,
and we look forward to the teaming of the two companies providing our customers
and shareholders with increased value," said CliniCom CEO William H. Brehm.
"CliniCom provides HBOC with a mechanism whereby various healthcare information
systems can be integrated, and as part of the HBOC team we will be better able
to address the consolidating healthcare
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market, greatly benefiting from HBOC's tremendous strength and reputation in the
healthcare information systems market."
HBO & Company delivers enterprisewide patient care, clinical,
financial and strategic management software solutions, as well as networking
technologies, outsourcing and other services to healthcare organizations in the
United States, United Kingdom, Canada, Australia and New Zealand.
CliniCom provides information solutions that enable healthcare
providers to implement more consistent and measurable patient care. CliniCom's
clinical orientation and functionally integrated product architecture have been
designed to allow a health organization to effectively manage patient care
throughout all areas of its health system.
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