<PAGE>
As filed with the Securities and Exchange Commission on October 5, 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
(State or other jurisdiction of incorporation or organization)
37-0986839
(I.R.S. Employer Identification No.)
301 Perimeter Center North
Atlanta, Georgia 30346
(Address of principal executive offices) (zip code)
--------------------
CLINICOM INCORPORATED
1985 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
--------------------
James A. Gilbert
HBO & Company
301 Perimeter Center North
Atlanta, Georgia 30346
(Name and address of agent for service)
--------------------
(770) 393-6000
(Telephone number, including area code, of agent for service)
--------------------
WITH COPY TO: Lisa A. Stater, Esq.
Jones, Day, Reavis & Pogue
3500 One Peachtree Center
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
(404) 521-3939
Exhibit Index Appears on Page 9
------
Page 1 of 18 pages
<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed maxi- Proposed maxi-
Title of securities Amount to be mum offering mum aggregate Amount of
to be registered registered price per share offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.05
par value and Preferred 283,232 25.83 (1) $ 7,315,882.56 (1) $ 2,522.71
Share Purchase Rights(2) ------------------ ------------------ ------------------ ------------------
shares
<FN>
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended. Since all
shares are presently subject to options, the offering price is based upon the
actual weighted average exercise price.
(2) 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.
</FN>
</TABLE>
EXPLANATORY NOTE
----------------
In accordance with the Note to Part I of the Form S-8, the information specified
by Part I has been omitted from this Registration Statement.
Page 2 of 18 Pages
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994.
(b) All other reports filed with the Securities and Exchange Commission (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.
(c) The description of the 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 1934 Act prior to the filing of a post-effective
amendment which indicates that all securities have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES.
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the Certificate
of Incorporation of the Company, the By-Laws, as amended (the "By-Laws") of the
Company and the General Corporation Law of the State of Delaware, as such
provisions relate to the indemnification of the directors and officers of the
Company. This description is intended only as a summary and is qualified in its
entirety by reference to the Certificate of Incorporation, the By-Laws and the
General Corporation Law of the State of Delaware.
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, 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
Page 3 of 18 Pages
<PAGE>
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 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 case, 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 Corporation Law of
Delaware.
Page 4 of 18 Pages
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
Item 8. EXHIBITS.
Exhibit
Number Description
----- -----------
Included in Part II of the Registration Statement:
4 CliniCom Incorporated 1985 Employee Stock Option Plan
5 Opinion of Counsel re: legality
15 Letter re: unaudited interim financial information
23(a) Consent of Counsel (contained in Exhibit 5)
23(b) Consent of independent public accountants
24 Power of Attorney (included in signature page)
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"1933 Act"), each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the 1934 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 1933 Act 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 Commission such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
(c) The undersigned registrant 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 undertakes that, for the purpose of determining
any liability under the 1933 Act, 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.
Page 5 of 18 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 6 of 18 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 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 the 4th day of October,
1995.
HBO & COMPANY
By:/S/ CHARLES W. MCCALL
-------------------------------------------
Charles W. McCall
President and Chief Executive Officer
POWER OF ATTORNEY
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
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
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, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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 date indicated:
Signature Title Date
--------- ----- ----
/S/ CHARLES W. MCCALL Director, President and Chief October 4, 1995
- ------------------------- Executive Officer
Charles W. McCall (Principal Executive Officer)
/S/ JAY P. GILBERTSON Vice President - Finance, Chief October 4, 1995
- ------------------------- Financial Officer, Treasurer and
Jay P. Gilbertson Assistant Secretary (Principal
Financial Officer)
(Signatures continued)
Page 7 of 18 Pages
<PAGE>
Signature Title Date
--------- ----- ----
/S/ TIMOTHY S. HEYERDAHL Vice President - Controller and October 4, 1995
- ------------------------- Chief Accounting Officer (Principal
Timothy S. Heyerdahl Accounting Officer)
/S/ HOLCOMBE T. GREEN, JR. Chairman of the Board of Directors October 4, 1995
- -------------------------
Holcombe T. Green, Jr.
/S/ JOHN P. CRECINE Director October 4, 1995
- -------------------------
John P. Crecine
/S/ ALFRED C. ECKERT III Director October 4, 1995
- -------------------------
Alfred C. Eckert III
/S/ ALTON F. IRBY III Director October 4, 1995
- -------------------------
Alton F. Irby III
/S/ GERALD E. MAYO Director October 4, 1995
- -------------------------
Gerald E. Mayo
/S/ JAMES V. NAPIER Director October 4, 1995
- -------------------------
James V. Napier
/S/ CHARLES E. THOELE Director October 4, 1995
- -------------------------
Charles E. Thoele
/S/ DONALD C. WEGMILLER Director October 4, 1995
- -------------------------
Donald C. Wegmiller
Page 8 of 18
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
Included in Part II of the Registration Statement:
4 CliniCom Incorporated 1985 Employee Stock Option Plan 10
5 Opinion of Counsel re: legality 16
15 Letter re: unaudited interim financial information 17
23(a) Consent of Counsel (contained in Exhibit 5) 16
23(b) Consent of independent public accountants 18
24 Power of Attorney (included in signature page) 7
Page 9 of 18 Pages
<PAGE>
EXHIBIT 4
CLINICOM INCORPORATED
1985 EMPLOYEE STOCK OPTION PLAN
-------------------------------
As Amended and Restated
on
March 16, 1988 and March 9, 1993
(Adopted by the Board of Directors on March 16, 1988)
1. PURPOSE OF PLAN
This Plan shall be known as the CliniCom Incorporated 1985 Employee
Stock Option Plan and is hereinafter referred to as the "Plan." The term
"Company" as used in the Plan shall refer to CliniCom Incorporated. The term
"Participant" means an employee of the Company to whom an option is granted.
The purpose of the Plan is to aid in maintaining and developing
employees capable of assuring the future success of CliniCom Incorporated, to
offer such personal additional incentives to perform maximum efforts for the
success of business, and to afford them an opportunity to acquire a proprietary
interest in the Company. It is intended that this purpose be effected through
the granting of stock options as provided herein.
2. DEFINITIONS
(a) "DISINTERESTED PERSON." A Disinterested Person is a director of
the Company who, during the shorter of (a) the one year prior to service as an
administrator of the Plan, or (b) the period between the date on which the
Company's common stock is registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act") and the director's service as
an administrator of the Plan, has not been granted or awarded equity securities
pursuant to the Plan or any other plan of the Company or any of its affiliates
except as may be permitted by Rule 16b-3(c)(2) under the 19343 Act or any
successor to such rule.
(b) "FAIR MARKET VALUE." If the common stock is not traded publicly,
the Fair Market Value of a share of common stock on any date shall be
determined, in good faith, by the Board or the Committee after such consultation
with outside legal, accounting and other experts as the Board or the Committee
may deem advisable, and the Board or the Committee shall maintain a written
record of its method of determining such value. If the common stock is traded
publicly, the Fair Market Value of a share of common stock on any date shall be
the average of the representative closing bid and asked prices, as quoted by the
National Association of Securities Dealers through Nasdaq (its automated system
for reporting quotes), for the date in question or, if the common stock is
listed on the Nasdaq National Market System or is listed on a national stock
exchange, the officially quoted closing price on Nasdaq or such exchange, as the
case may be, on the date in question.
3. INCENTIVE STOCK OPTIONS AND NON-STATUTORY OPTIONS
(a) Options granted under the Plan may be either:
(I) Incentive stock options ("ISOs") which are intended to be
"Incentive Stock Options" as that term is defined in Section 422 of the Internal
Revenue Code (the "Code"); or
Page 10 of 18 Pages
<PAGE>
(II) Non-statutory stock options ("NSOs") which are intended to
be options that do not qualify as "Incentive Stock Options" under Section 422 of
the Code. Both ISOs and NSOs are herein referred to as "options."
All options shall be ISOs unless the option agreement clearly designates the
options granted thereunder are NSOs. Subject to the other provisions of the
Plan, a Participant may receive ISOs and NSOs at the same time, provided that
the ISOs and NSOs are clearly designated as such.
(b) The Board or the Committee, as the case may be, shall provide in
the grant of an ISO, whenever appropriate, such terms as may be necessary to
conform to Section 422 and the regulations promulgated thereunder, which terms
shall be set forth in the option agreement.
4. SHARES SUBJECT TO PLAN
The shares to be subject to options under the Plan shall be shares of
the Company's authorized common stock, $.001 par value (the "Common Shares").
Such shares may be either authorized but unissued Common Shares or issued Common
Shares which have been reacquired by the Company. Subject to adjustment as
provided in Section 13, the maximum number of Common Shares on which options may
be exercised under this Plan shall be 1,237,463. Any Common Shares subject to
an option under the Plan which, for any reason, expires or is terminated
unexercised, shall be available for options thereafter granted during the term
of the Plan and may be again subjected to an option under the Plan.
5. ADMINISTRATION OF THE PLAN
(a) With respect to grants of options to Employees other than
officers and directors of the Company, the Plan shall be administered by a
committee (the "Committee") composed of at least two members of the Board of
Directors. With respect to grants of options to officers and directors, the
Plan shall be administered by the Board of Directors, if each director is a
Disinterested Person, or by a committee or two or more directors all of whom are
Disinterested Persons. Such committee may be the Committee if all of the
members of the Committee are Disinterested Persons, or a special committee
appointed by the Board of Directors composed of at least two Disinterested
Persons. The Committee or the Board, as the case may be, shall have full
authority to administer the Plan, including authority to interpret and construe
any provision of the Plan and any option granted thereunder, and to adopt such
rules and regulations for administering the Plan as it may deem necessary in
order to comply with the requirements of the Code, or in order to conform to any
regulation or to any change in any law or regulation applicable thereto. If the
Board of Directors is composed entirely of Disinterested Persons, the Board of
Directors may reserve to itself any of the authority granted to the Committee at
any time that a duly constituted Committee is not appointed and serving. All
references in the Plan to the "Committee" shall be deemed to refer to the Board
of Directors whenever the Board is discharging the powers and responsibilities
of the Committee, and to any special committee appointed by the Board to
administer particular aspects of the Plan.
(b) All actions taken and all interpretations and determinations made
by the Committee in good faith (including determinations of Fair Market Value)
shall be final and binding upon all Participants, the Company and all other
interested persons. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan, and all members of the Committee shall, in addition to their rights as
directors, be fully protected by the Company with respect to any such action,
determination or interpretation.
(c) The granting of an option pursuant to the Plan shall be effective
only if a written agreement shall have been duly executed and delivered by and
on behalf of the Company and the options to whom such right is granted.
6. ELIGIBILITY
Page 11 of 18 Pages
<PAGE>
Options may be granted only to employees of the Company and its
present and future subsidiary corporations (herein called "subsidiaries"). In
determining the persons to whom options shall be granted and the number of
Common Shares subject to each option, the Committee may take into account the
nature of services rendered by such persons, their present and potential
contributions to the success of the Company and such other factors as the Board
in its discretion shall deem relevant. A person who has been granted an option
under the Plan may be granted additional options under the Plan if the Committee
shall so determine.
7. OPTION PRICE OF ISOS' PAYMENT OF OPTION PRICE
The option price for all options granted under the Plan shall be
determined by the Committee. The option price for ISOs shall not be less than
100% of the Fair Market Value of the Common Shares at the date of granting of
such option (or 110% in the case of the 10% shareholder as defined in Section
422(b)(6) and related sections of the Code. The option price for an option
shall be payable at the time written notice of exercise is given to the Company
(i) in cash, or (ii) at the election of the Committee, by delivering a
promissory note payable to the Company and containing such terms for payment as
shall be determined by the Committee, or (iii) by tendering to the Company
Common Shares of the Company, previously owned by the optionee, having an
aggregate Fair Market Value at the time written notice of exercise is given to
the Company equal to the aggregate option price of the options being exercised.
8. TERM
Each option and all rights and obligations thereunder shall, subject
to the provisions of Section 9, expire on the date determined by the Committee
and specified in the option agreement. The Committee shall be under no duty to
provide terms of like duration for options granted under the Plan; provided,
however, that the term of any option shall not exceed more than ten (10) years
(or five (5) years, in the case of the 10% shareholder as defined in Section
422(b)(6) and related sections of the Code) from the date of granting of the
option.
9. EXERCISE OF OPTIONS
(a) The Committee shall have full and complete authority to
determine, at the time of granting and subject to Section 10, whether the option
will be exercisable in full at any time or from time to time during the term of
the option, or to provide for the exercise thereof in such installments and at
such times during the term of the option as the Committee may determine.
(b) The exercise of any option may be made contingent upon receipt
from the optionee (or other person rightfully exercising the option) of a
representation that, at the time of such exercise, it is his then intention to
acquire the Common Shares received thereunder for investment and not with a view
to distribution thereof. Certificates for Common Shares so issued may be
restricted as to transfer upon advice of legal counsel that such restriction is
appropriate to comply with applicable security laws.
(c) The exercise of any option granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that the
issuance and delivery of Common Shares pursuant to such exercise will not
violate any state or federal securities or other laws. The Company may, in its
sole discretion, defer the effectiveness of any option exercised hereunder in
order to permit registration or an exemption from registration for such issuance
of Common Shares in order to comply with applicable federal and state securities
laws.
(d) An optionee electing to exercise an option shall give written
notice to the Company of such election and of the number of Common Shares
subject to such exercise. Subject to Section 7 hereof, the full purchase price
of such Common Shares shall be tendered with such notice of exercise.
10. EARLY TERMINATION OF OPTIONS
Page 12 of 18 Pages
<PAGE>
(a) If an optionee shall cease to be employed by the Company or any
of its subsidiaries for any reason other than death, disability, or discharge
for cause, he may, at any time within a period of three months after such
termination, exercise such option to the extent such option was exercisable by
him on the date of such termination.
(b) If an optionee dies or is disabled within the meaning of Section
22(e)(3) of the Code while the option remains outstanding, the option may,
within one year after the optionee's death or disability, be exercised to the
extent that the optionee was entitled to exercise such option on the date of his
death or disability, but in no case after the expiration of the applicable term
determined pursuant to Section 8.
(c) Nothing in the Plan or in any agreements hereunder shall confer
on any employee any right to continue in the employ of the Company or any of its
subsidiaries or affect, in any way, the right of the Company or any of its
subsidiaries to terminate his employment at any time.
(d) If an optionee shall be discharged from the employee of the
Company or any subsidiary for cause, all unexercised options held by such
optionee shall be immediately terminated and shall not be subject to exercise by
such optionee.
11. NONTRANSFERABILITY
No option granted under the Plan shall be transferable by an optionee,
otherwise than by will or the laws of descent or distribution. During the
lifetime of an optionee, the option shall be exercisable only by such optionee.
12. REORGANIZATION/LIQUIDATION/CHANGE OF CONTROL
(a) In the event of a change of control of the Company, the Board of
Directors of the Company shall have the power and discretion to prescribe the
terms and conditions for the exercise of, or modifications of, the options
granted hereunder. By way of illustration, and not by way of limitation, the
Board may provide for the complete or partial acceleration of the dates of
exercise of the options, or may provide that such options will be exchanged or
converted into options to acquire securities of the surviving or acquiring
corporation, or may provide for a payment or distribution in respect of
outstanding options (or the portion thereof that is currently exercisable) in
cancellation thereof. The Board of Directors may provide that options or other
rights granted hereunder must be exercised in connection with the closing of
such transaction, and that if not so exercised such options will expire. Any
such determination by the Board of Directors may be made generally with respect
to all Participants, or may be made on a case-by-case basis with respect to
particular Participants. Provided, however, that if the Board determines that
any or all outstanding options should be canceled, the Company shall be required
to provide for a payment or distribution in respect of the then exercisable
portion of the options which are canceled, equal to the difference between the
option price and the Fair Market Value of such options on the date of
cancellation thereof, which payment or distribution must be provided to all
participants whose outstanding options are canceled.
(b) For the purposes of the Plan, a "change of control" shall be
deemed to have occurred if (I) any "person" or "group" (within the meaning of
Sections 13(d) and 14(d) of the 1934 Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
Marshall D. Miller, David J. Miller, Steven L. Miller, Susan D. Lyons, or Dorado
Investment Company is or becomes the "beneficial owner" (as defined in Rule 13d-
3 under the 1934 Act) directly or indirectly, of more than 33-1/3% of the then
outstanding voting stock of the Company; or (ii) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least 80% of the combined voting power of the voting
securities of the Company or
Page 13 of 18 Pages
<PAGE>
such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders approve a reorganization (other than a
reorganization under the United States Bankruptcy Code), or a plan of complete
liquidation or dissolution of the Company, or an agreement for sale or
disposition by the Company of all or substantially all of the Company's assets.
A "change of control" shall not include any transaction undertaken for the
purposes of reincorporating the Company under the laws of another jurisdiction,
if such transaction does not materially affect the beneficial ownership of the
Company's capital stock.
13. DILUTION OR OTHER ADJUSTMENTS
If there shall be any change in the Common Shares of the Company
through merger, consolidation, reorganization, recapitalization, stock dividend
(of whatever amount), stock split or other change in the corporate structure,
appropriate adjustments in the Plan and outstanding options shall be made by the
Board. In the event of any such changes, adjustments shall include, where
appropriate, changes in the aggregate number of Common Shares subject to the
Plan and in the number of Common Shares and the price per Common Share subject
to outstanding options, in order to prevent dilution or enlargement of option
rights.
14. AMENDMENT OR DISCONTINUANCE OF PLAN
The Board may from time to time alter, amend, suspend or discontinue
the Plan, including, where applicable, any modifications or amendments as it
shall deem advisable in order to conform to any regulation or to any change in
any law or regulation applicable thereto; provided, however, and except as
provided in Section 12, that no such action shall adversely affect the rights
and obligations with respect to options at any time outstanding under the Plan;
and provided further that no such action shall, without the approval of the
stockholders of the Company (i) materially increase the maximum number of shares
of Common Stock that may be made subject to options (unless necessary to effect
the adjustments required by Section 13), (ii) materially increase the benefits
accruing to Participants under the Plan, or (iii) materially modify the
requirements as to eligibility for participation in the Plan.
15. TIMING OF GRANTING
Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Board of Directors or by the Shareholders of the Company, and no
action taken by the Committee or the Board (other than the execution and
delivery of an option), shall constitute the granting of an option hereunder.
The granting of an option pursuant to the Plan shall take place only when a
written option agreement shall have been duly executed and delivered by or on
behalf of the Company to an eligible optionee to whom such option is granted.
16. TERMINATION OF PLAN
Unless the Plan shall have been discontinued as provided in Section
14, the Plan shall terminate on June 1, 1995. No option may be granted after
such termination.
17. LIMITATIONS ON GRANTS OF ISOS
The aggregate Fair Market Value (determined at the time the option is
granted) of shares with respect to which ISOs for each optionee become
exercisable for the first time during any calendar year (under the Plan and all
other incentive stock options plans of the Company and its parent and subsidiary
corporations) shall not exceed $100,000.
18. WITHHOLDING TAXES
The Company or any subsidiary may take such steps as it may deem
necessary or appropriate for the withholding of any taxes which the Company or
the subsidiary is required by law or
Page 14 of 18 Pages
<PAGE>
regulation or any governmental authority, whether federal, state or local,
domestic or foreign, to withhold in connection with any option including, but
not limited to, the withholding of all or any portion of any payment or the
withholding of issuance of Common Shares to be issued upon the exercise of any
option, until the Participant reimburses the Company or the subsidiary for the
amount the Company or subsidiary is required to withhold with respect to such
taxes, or canceling any portion of such payment or issuance in an amount
sufficient to reimburse itself for the amount it is required to so withhold.
Page 15 of 18 Pages
<PAGE>
Exhibit 5
October 2, 1995
HBO & Company
301 Perimeter Center North
Atlanta, Georgia 30346
Gentlemen:
We have acted as counsel to HBO & Company, a Delaware corporation (the
"Company"), in connection with the registration of 283,232 shares of Common
Stock, $.05 par value per share, of the Company (the "Shares"), to be issued by
the Company in accordance with the CliniCom Incorporated 1985 Employee Stock
Option Plan pursuant to a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Registration Statement") to which this
opinion appears as Exhibit 5.
We have examined originals or certified or photostatic copies of such
records of the Company, certificates of officers of the Company, and public
officials and such other documents as we have deemed relevant or necessary as
the basis of the opinion set forth below in this letter. In such examination,
we have assumed the genuineness of all signatures, the conformity to original
documents submitted as certified or photostatic copies, and the authenticity of
originals of such latter documents. Based on the foregoing, we are of the
following opinion:
The Shares, when issued in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
JONES, DAY, REAVIS & POGUE
Page 16 of 18 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 Statements relating to the CliniCom Incorporated 1985 Employee
Stock Option Plan and the CliniCom Incorporated Nonemployee Director Stock
Option Plan its Form 10-Q for the quarters ended March 31, 1995 and June 30,
1995, which include our reports dated April 19, 1995 and July 19, 1995,
respectively, covering the unaudited interim financial information contained
therein. Pursuant to Regulation C of the Securities Act of 1933 (the "Act"),
those reports are not considered to be a part of the Registration Statements
prepared or certified by our firm or reports prepared or certified by our firm
within the meaning of Sections 7 and 11 of the Act.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Atlanta, Georgia
September 29, 1995
Page 17 of 18
<PAGE>
EXHIBIT 23(B)
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 report 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
Arthur Andersen LLP
Atlanta, Georgia
September 29, 1995
Page 18 of 18
