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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
DECEMBER 31, 1996
Date of Report
(DECEMBER 9, 1996)
(Date of earliest event reported)
HBO & COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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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)
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(770) 393-6000
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Registrant's telephone number, including area code
Exhibit Index on page 2 of 4
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ITEM 5: OTHER EVENTS
On December 9, 1996, HBO & Company of Georgia, a wholly owned subsidiary
of HBO & Company (HBOC), completed the acquisition, by merger, of GMIS Inc.
(GMIS), a leading provider of clinical information systems for the managed
care industry.
GMIS stockholders voted to approve the merger at a special meeting of
stockholders held on December 9, 1996. GMIS stockholders received 0.42 of a
share of HBOC common stock for each share of GMIS common stock. At closing,
approximately 3.7 million HBOC shares were issued for the approximately 8.8
million outstanding GMIS 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.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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EXHIBIT NO. DESCRIPTION PAGE
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2 Agreement of Merger dated September 23, 1996, n/a
as amended, by and among HBO & Company, HBO &
Company of Georgia and GMIS Inc. (Incorporated
by reference from Exhibit 2 to the registrant's
Registration Statement on Form S-4 (File No.
333-14357))
99 HBO & Company News Release dated December 9, 1996 4
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SIGNATURES
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 hereunto duly authorized.
HBO & COMPANY
(Registrant)
Date: December 31, 1996
/s/ JAY P. GILBERTSON
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Jay P. Gilbertson
Executive Vice President - Finance,
Chief Financial Officer,
Principal Accounting Officer,
Treasurer and Assistant Secretary
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EXHIBIT 99
NEWS RELEASE
Contact: ANNE DAVENPORT 301 PERIMETER CENTER NORTH
INVESTOR RELATIONS ATLANTA, GA 30346
(770) 668-5968
HBOC COMPLETES ACQUISITION OF GMIS INC.
ATLANTA, December 9, 1996 -- HBO & Company (Nasdaq:HBOC) today announced
it had completed the acquisition of GMIS Inc. (Nasdaq:GMIS), a leading
provider of clinical information systems for the managed care industry.
GMIS stockholders received 0.42 of a share of HBOC common stock for each
GMIS share. At closing, approximately 3.7 million HBOC shares were issued for
the approximately 8.8 million outstanding GMIS shares. The transaction will
be accounted for as a pooling of interests and HBOC will take a one-time
charge in the fourth quarter for acquisition related expenses.
GMIS, based in Malvern, PA, has over 250 customers in the payer market
including CIGNA, Aetna and over fifty Blue Cross/Blue Shield plans. In
addition, this past September the company won a competitive contract and was
selected by the Health Care Financing Administration (HCFA) to pilot their
clinical editing software for the Medicare program. GMIS had 1995 revenue of
$36 million and has approximately 200 employees including eight physicians
and 25 clinicians.
"HBOC has now come full circle, with broad product offerings and company
expertise in the payer as well as the provider segments of the healthcare
marketplace" stated Charles W. McCall, HBOC president and chief executive
officer. "By combining the GMIS payer-based decision support tools with our
provider-based decision support products, HBOC can analyze patient care
across a wide spectrum of provider settings and financing perspectives."
HBO & Company delivers enterprisewide patient care, clinical, financial
and strategic management software solutions, as well as networking
technologies, electronic data interchange, outsourcing and other services to
healthcare organizations throughout the world.
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