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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
OCTOBER 4, 1995
(OCTOBER 2, 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
Exhibit Index is on page 3
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ITEM 2. ACQUISITION OF ASSETS
On October 2, 1995, HBO & Company of Georgia (HBOGA), a wholly owned subsidiary
of HBO & Company (HBOC), completed the acquisition of CliniCom Incorporated
(CliniCom) a Boulder, Colorado-based developer of point-of-care clinical
information systems in a merger (the Merger) pursuant to an Agreement of Merger
between HBOGA, HBOC and CliniCom. CliniCom's products are and will continue to
be integrated in HBOC's Pathways Care Manager product, a multidisciplinary
clinical solution for the healthcare enterprise.
CliniCom stockholders voted to approve the Merger at a special meeting of
stockholders held on September 30, 1995. In the Merger, CliniCom stockholders
will receive 0.4 of a share of HBOC common stock for each CliniCom share. At
closing, approximately 3.46 million HBOC shares were issued for the
approximately 8.66 million outstanding CliniCom shares. The transaction will be
accounted for as a pooling of interests. Additional information is set forth in
the press release attached as Exhibit 99(a), which is incorporated by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The following financial statements of CliniCom which are required by Item 7 are
incorporated by reference from HBOC's Form 8-K, Item 5 dated August 16, 1995:
CliniCom Incorporated Condensed Balance Sheets, Condensed Statements of
Operations, Condensed Statements of Cash Flows and Notes to Condensed
Financial Statements for the quarter ended June 30, 1995.
CliniCom Incorporated Report of Independent Public Accountants, Balance
Sheets as of December 31, 1994 and 1993, Statements of Operations,
Statements of Stockholders' Equity and Statements of Cash Flows for each of
the three years ended December 31, 1994 and Notes to Financial Statements.
(b) Pro Forma financial information.
The following pro forma financial information for the six month period ended
June 30, 1995, and the year ended December 31, 1994, which is required by Item 7
is incorporated by reference from HBOC's Form 8-K, Item 5 dated August 16, 1995:
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HBO & Company Pro Forma Combined Income Statements for the Six Months
Ended June 30, 1995, and the Year Ended December 31, 1994, HBO &
Company Pro Forma Combined Balance Sheets at June 30, 1995, and HBO &
Company Notes to Pro Forma Combined Financial Statements.
(c) Exhibits
Exhibit Page
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2 Agreement of Merger by and among HBO & Company, HBO & N/A
Company of Georgia, and CliniCom Incorporated, dated
July 14, 1995 (incorporated by reference from HBOC's
Form 8-K dated August 16, 1995).
23 Consent of Arthur Andersen LLP. 5
99(a) Press release dated October 2, 1995, announcing the 6
acquisition of CliniCom.
99(b) CliniCom Incorporated Condensed Balance Sheets, Condensed N/A
Statements of Operations, Condensed Statements of Cash
Flows and Notes to Condensed Financial Statements for the
quarter ended June 30, 1995 (incorporated by reference
from HBOC's Form 8-K dated August 16, 1995).
99(c) CliniCom Incorporated Report of Independent Public N/A
Accountants, Balance Sheets as of December 31, 1994 and
1993, Statements of Operations, Statements of Stockholders'
Equity and Statements of Cash Flows for each of the three
years ended December 31, 1994 and Notes to Financial
Statements (incorporated by reference from HBOC's Form 8-K
dated August 16, 1995).
99(d) HBO & Company Pro Forma Combined Income Statements N/A
for the Six Months Ended June 30, 1995, and the Year
Ended December 31, 1994, HBO & Company Pro Forma Combined
Balance Sheets at June 30, 1995, and HBO & Company Notes to
Pro Forma Combined Financial Statements (incorporated by
reference from HBOC's Form 8-K dated August 16, 1995).
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SIGNATURE
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: October 4, 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 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report dated February 10, 1995 included in this Current Report on
Form 8-K of HBO and Company into HBO & Company's previously filed Registration
Statements (Forms S-8 No. 2-75987, 33-39034, 2-92030, 33-12051,33-67300,
33-82962, 33-82960, 33-84034, 33-59173).
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Denver, Colorado
October 4, 1995
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EXHIBIT 99(A)
NEWS RELEASE
CONTACT: ANNE DAVENPORT 301 PERIMETER CENTER NORTH
INVESTOR RELATIONS ATLANTA, GA 30346
(770) 668-5968
HBOC FINALIZES CLINICOM ACQUISITION
ATLANTA, October 2, 1995 -- HBO & Company (Nasdaq:HBOC) today announced it
has completed its acquisition of CliniCom Inc. (Nasdaq:CLIN), a Boulder,
CO-based developer of point-of-care clinical information systems. CliniCom
shareholders received 0.4 of a share of HBOC common stock for each CliniCom
share. At closing, approximately 3.46 million HBOC shares were issued for the
approximately 8.66 million outstanding CliniCom shares. The transaction will be
accounted for as a pooling of interests.
With 1994 revenue of $35.4 million, CliniCom has approximately 100
customers throughout the United States, many of which also have HBOC systems
installed.
According to Charles W. McCall, HBOC president and CEO, the acquisition
represents the culmination of a marketing relationship between HBOC and CliniCom
that dates back to 1988. In late 1993, the two companies formalized their
relationship with a "teaming" alliance whereby HBOC agreed to integrate
CliniCom's products with its own applications in the creation of Pathways Care
Manager, a multidisciplinary clinical solution for the health enterprise.
"Easy access to accurate clinical information is clearly the key to
improved outcomes and lower costs in healthcare," said McCall. "By joining the
clinical expertise and experience of CliniCom with the capabilities we already
possess, HBOC is positioned to deliver a fully integrated solution set that
addresses the needs of caregivers across the spectrum of care."
Mike Meyers will assume the role of vice president, clinical solutions,
in HBOC's Pathways 2000-Registered Trademark- organization under the
leadership of vice president Michael L. Kappel. Meyers and his team will be
responsible for development and integration efforts between CliniCom and
other HBOC applications.
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.
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