<PAGE>
As filed with the Securities and Exchange Commission on December 10, 1996
Registration No. 333-___________
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)
____________________
GMIS INC.
1995 STOCK OPTION PLAN
(Full title of the plan)
____________________
Charles W. McCall
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 10
Page 1 of 17 Pages
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05
par value, and
Preferred Share 126,945
Purchase Rights(3) shares $35.1757 (1) $4,465,379.24 (1) $1,353.14 (2)
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
Because all shares are presently subject to options, the offering price is
based upon the actual weighted average exercise price.
(2) The registration fee is calculated by multiplying the product of
$35.1757, the weighted average exercise price per share, and
126,945, the number of shares subject to option, by 1/33 of 1%.
(3) 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.
Page 2 of 17 Pages
<PAGE>
EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information specified by
Part I has been omitted from this Registration Statement.
Page 3 of 17 Pages
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
HBO & Company (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, 1995.
(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, 1995.
(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 (the "Delaware
General Corporation Law"), 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 Delaware General Corporation Law.
The Company's By-Laws (Article IX, Section 1) provide 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 Delaware General Corporation Law, 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
Page 4 of 17 Pages
<PAGE>
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
such 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 the
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 Delaware General Corporation Law 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
Page 5 of 17 Pages
<PAGE>
to contain provisions substantially similar to those contained in the amended
Delaware General Corporation Law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
Item 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
Included in Part II of the Registration Statement:
4 GMIS Inc. 1995 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.
Page 6 of 17 Pages
<PAGE>
(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.
(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 7 of 17 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 10th day of
December, 1996.
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 Charles W. McCall 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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Charles W. McCall Director, President and Chief Executive December 10, 1996
- ----------------------------- Officer (Principal Executive Officer)
Charles W. McCall
/s/ Jay P. Gilbertson Senior Vice President - Finance, Chief December 10, 1996
- ----------------------------- Financial Officer, Principal Accounting
Jay P. Gilbertson Officer, Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Holcombe T. Green, Jr. Chairman of the Board of Directors December 10, 1996
- -----------------------------
Holcombe T. Green, Jr.
Page 8 of 17 Pages
<PAGE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Alfred C. Eckert III Director December 10, 1996
- -----------------------------
Alfred C. Eckert III
/s/ Philip A. Incarnati Director December 10, 1996
- -----------------------------
Philip A. Incarnati
/s/ Alton F. Irby III Director December 10, 1996
- -----------------------------
Alton F. Irby III
/s/ Gerald E. Mayo Director December 10, 1996
- -----------------------------
Gerald E. Mayo
/s/ James V. Napier Director December 10, 1996
- -----------------------------
James V. Napier
/s/ Charles F. Thoele Director December 10, 1996
- -----------------------------
Charles E. Thoele
/s/ Donald C. Wegmiller Director December 10, 1996
- -----------------------------
Donald C. Wegmiller
</TABLE>
Page 9 of 17 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------- ----------- ------
Included in Part II of the Registration Statement:
4 GMIS Inc. 1995 Stock Option Plan 11
5 Opinion of Counsel re: legality 15
15 Letter re: unaudited interim financial information 16
23(a) Consent of Counsel (contained in Exhibit 5) 15
23(b) Consent of independent public accountants 17
24 Power of Attorney (included in signature page) 8
Page 10 of 17 Pages
<PAGE>
EXHIBIT 4
THE GMIS INC.
1995 STOCK OPTION PLAN
1. PURPOSE. The purpose of the GMIS Inc. 1995 Stock Option Plan (the
"Plan") is to enable GMIS Inc. (the "Company") and its stockholders to secure
the benefits of common stock ownership by key personnel of the Company and its
subsidiaries. The Board of Directors of the Company (the "Board") believes that
the granting of options under the Plan will foster the Company's ability to
attract, retain and motivate those individuals who will be largely responsible
for the continued profitability and long-term future growth of the Company.
2. STOCK SUBJECT TO THE PLAN. The Company may issue and sell a total of
1,000,000 shares of its Common Stock, $.01 par value (the "Common Stock"),
pursuant to the Plan. Such shares may be either authorized and unissued or held
by the Company in its treasury. New options may be granted under the Plan with
respect to shares of Common Stock which are covered by the unexercised portion
of an option which has terminated or expired by its terms, by cancellation or
otherwise.
3. ADMINISTRATION. The Plan will be administered by a committee (the
"Committee") consisting of at least two directors appointed by and serving at
the pleasure of the Board. If a Committee is not so established, the Board will
perform the duties and functions ascribed herein to the Committee. To the
extent required by the applicable provisions of Rule 16b-3 under the Securities
Exchange Act of 1934, except as otherwise provided herein, no member of the
Committee shall have received an option under the Plan or any other plan within
one year before his or her appointment or such other period as may be prescribed
by said Rule. Subject to the provisions of the Plan, the Committee, acting in
its sole and absolute discretion, will have full power and authority to grant
options under the Plan, to interpret the provisions of the Plan and option
agreements made under the Plan, to supervise the administration of the Plan, and
to take such other action as may be necessary or desirable in order to carry out
the provisions of the Plan. A majority of the members of the Committee will
constitute a quorum. The Committee may act by the vote of a majority of its
members present at a meeting at which there is a quorum or by unanimous written
consent. The decision of the Committee as to any disputed question, including
questions of construction, interpretation and administration, will be final and
conclusive on all persons. The Committee will keep a record of its proceedings
and acts and will keep or caused to be kept such books and records as may be
necessary in connection with the proper administration of the Plan.
4. ELIGIBILITY. Options may be granted under the Plan to present or
future key employees and directors of the Company or a subsidiary of the Company
(a "Subsidiary") within the meaning of Section 424(f) of the Internal Revenue
Code of 1986 (the "Code"), and to consultants to the Company or a Subsidiary who
are not employees. Subject to the provisions of the Plan, the Committee may
from time to time select the persons to whom options will be granted, and will
fix the number of shares covered by each such option and establish the terms and
conditions thereof (including, without limitation, exercise price and
restrictions on exercisability of the option or on the shares of Common Stock
issued upon exercise thereof), provided, no individual may receive, in any one
calendar year, options to purchase in excess of 200,000 shares of Common Stock.
5. TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Plan
will be evidenced by a written agreement in a form approved by the Committee.
Each such option will be subject to the terms and conditions set forth in this
paragraph and such additional terms and conditions not inconsistent with the
Plan as the Committee deems appropriate.
(a) OPTION PERIOD. The period during which an option may be
exercised will be fixed by the Committee and will not exceed 10 years from
the date the option is granted.
Page 11 of 17 Pages
<PAGE>
(b) EXERCISE OF OPTIONS. An option may be exercised by transmitting
to the Company (1) a written notice specifying the number of shares to be
purchased, and (2) payment of the exercise price (or, if applicable,
delivery of a secured obligation therefor), together with the amount, if
any, deemed necessary by the Committee to enable the Company to satisfy its
income tax withholding obligations with respect to such exercise (unless
other arrangements acceptable to the Company are made with respect to the
satisfaction of such withholding obligations).
(c) PAYMENT OF EXERCISE PRICE. The purchase price of shares of
Common Stock acquired pursuant to the exercise of an option granted under
the Plan may be paid in cash and/or such other form of payment as may be
permitted under the option agreement, including, without limitation,
previously-owned shares of Common Stock. The Committee may permit the
payment of all or a portion of the purchase price in installments (together
with interest) over a period of not more than 5 years.
(d) RIGHTS AS A STOCKHOLDER. No shares of Common Stock will be
issued in respect of the exercise of an option granted under the Plan until
full payment therefor has been made (and/or provided for where all or a
portion of the purchase price is being paid in installments). The holder
of an option will have no rights as a stockholder with respect to any
shares covered by an option until the date a stock certificate for such
shares is issued to him or her. Except as otherwise provided herein, no
adjustments shall be made for dividends or distributions of other rights
for which the record date is prior to the date such stock certificate is
issued.
(e) NONTRANSFERABILITY OF OPTIONS. No option granted under the Plan
may be assigned or transferred except by will or by the applicable laws of
descent and distribution; and each such option may be exercised during the
optionee's lifetime only by the optionee.
(f) TERMINATION OF EMPLOYMENT OR OTHER SERVICE. Unless otherwise
provided by the Committee in its sole discretion, if an optionee ceases to
be employed by or to perform services for the Company and any Subsidiary
for any reason other than death or disability (defined below), then each
outstanding option granted to him or her under the Plan will terminate on
the date of termination of employment or service (or, if earlier, the date
specified in the option agreement); provided, however, that options granted
to non-employee directors shall terminate as provided in Paragraph 6
hereof. Unless otherwise provided by the Committee in its sole discretion,
if an optionee's employment or service is terminated by reason of the
optionee's death or disability (or if the optionee's employment or service
is terminated by reason of his or her disability and the optionee dies
within one year after such termination of employment or service), then each
outstanding option granted to the optionee under the Plan will terminate on
the date one year after the date of such termination of employment or
service (or one year after the later death of a disabled optionee) or, if
earlier, the date specified in the option agreement. For purposes hereof,
the term "disability" means the inability of an optionee to perform the
customary duties of his or her employment or other service for the Company
or a Subsidiary by reason of a physical or mental incapacity which is
expected to result in death or be of indefinite duration.
(g) OTHER PROVISIONS. The Committee may impose such other conditions
with respect to the exercise of options, including without limitation, any
conditions relating to the application of federal or state securities laws,
as it may deem necessary or advisable.
6. GRANTS TO NON-EMPLOYEE DIRECTORS. Each non-employee director who is a
non-employee director for the Company on the last day of 1994, 1995 or a
calendar year thereafter or who has ceased to be a director during such calendar
year due to his death or retirement at an age greater than 65 shall
automatically be granted non-qualified options to purchase 7,500 shares of
Common Stock for 1994, 6,000 shares of Common Stock for 1995 and 5,000 shares of
Common Stock for each year thereafter on January 1 of the next following
calendar year at a purchase price per share equal to 100% of the fair market
value per share on the date of grant. On January 1, 1995, the Company shall
also grant to each non-employee director
Page 12 of 17 Pages
<PAGE>
who is also a member of the Executive Committee of the Board of Directors an
additional non-qualified option to purchase 7,500 shares of Common Stock on
the same terms. An additional one-time grant shall be made to each director
who has served as a director of the Company for more than one year of (i) a
non-qualified option to purchase 7,500 shares of Common Stock at their fair
market value as of the date of grant and (ii) if such director is also a
member of the Executive Committee of the Board of Directors, an additional
option to purchase 7,500 shares of Common Stock on the same terms; provided
that this one-time grant provision shall expire after January 1, 1996.
Payment of the purchase price for the shares to be delivered upon exercise of
any non-employee director's option may be made in whole or in part by
delivery and assignment to the Company of shares of Common Stock. A
non-employee director may satisfy all applicable federal, state and local
income and employment tax withholding obligations, in whole or in part, by
irrevocably electing to have the Company withhold shares of Common Stock, or
to deliver to the Company shares of Common Stock that he already owns, having
a value equal to the amount required to be withheld; provided that to the
extent not inconsistent herewith, such election otherwise complies with the
requirements of Paragraph 5 hereof. All options granted to non-employee
directors shall vest and become exercisable one year from the date they are
granted. Any option granted to a non-employee director after January 1, 1996
shall terminate ten years from the date of grant. Options granted prior to
January 1, 1996 shall terminate (i) immediately upon resignation or removal
for cause, (ii) three months following the date that the non-employee
director ceases service for reasons other than cause, resignation,
retirement, death or disability, and (iii) one year following the date that
the non-employee director ceases service as a result of retirement, death or
disability; provided, however, that options subject to clauses (ii) and (iii)
with respect to reasons for ceasing service as a director other than
retirement shall be exercisable only to the extent such options were
exercisable on the date the non-employee director ceased serving as a
director.
7. CAPITAL CHANGES, REORGANIZATION, SALE
(a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The aggregate number
and class of shares for which options may be granted under the Plan, the
number and class of shares covered by each outstanding option and the
exercise price per share shall all be adjusted proportionately for any
increase or decrease in the number of issued shares of Common Stock
resulting from a split-up or consolidation of shares or any like capital
adjustment, or the payment of any stock dividend.
(b) CASH, STOCK OR OTHER PROPERTY FOR STOCK. Except as provided in
subparagraph (c) below, upon a merger (other than a merger of the Company
in which the holders of Common Stock immediately prior to the merger have
the same proportionate ownership of Common Stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere
reincorporation or the creation of a holding company) or liquidation of the
Company, as a result of which the Stockholders of the Company receive cash,
stock or other property in exchange for or in connection with their shares
of Common Stock, any option granted hereunder shall terminate, but the
optionees shall have the right immediately prior to any such merger,
consolidation, acquisition of property or stock, separation, reorganization
or liquidation to exercise his or her option in whole or in part to the
extent permitted by the option agreement, and, if the Committee in its sole
discretion shall determine, may exercise the option whether or not the
vesting requirements set forth in the option agreement have been satisfied.
(c) CONVERSION OF OPTION ON STOCK FOR STOCK EXCHANGE. If the
Stockholders of the Company receive capital stock of another corporation
("Exchange Stock") in exchange for their shares of Common Stock in any
transaction involving a merger (other than a merger of the Company in which
the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock in the surviving corporation
immediately after the merger), consolidation, acquisition of property or
stock, separation or reorganization (other than a mere reincorporation or
the creation of a holding company), all options granted hereunder shall be
converted into options to purchase shares of Exchange Stock unless the
Company and the corporation issuing the Exchange Stock, in their sole
discretion, determine that any or all such options granted hereunder shall
not be converted into options to purchase shares of Exchange Stock
Page 13 of 17 Pages
<PAGE>
but instead shall terminate in accordance with the provisions of
subparagraph (b) above. The amount and price of converted options shall
be determined by adjusting the amount and price of the options granted
hereunder in the same proportion as used for determining the number of
shares of Exchange Stock the holders of the Common Stock receive in such
merger, consolidation, acquisition of property or stock, separation or
reorganization. The Board shall determine in its sole discretion if the
converted options shall be fully vested whether or not the vesting
requirements set forth in the option agreement have been satisfied.
(d) FRACTIONAL SHARES. In the event of any adjustment in the number
of shares converted by any option pursuant to the provisions hereof, any
fractional shares resulting from such adjustment will be disregarded and
each such option will cover only the number of full shares resulting from
the adjustment.
(3) DETERMINATION OF BOARD TO BE FINAL. All adjustments under this
Paragraph 7 shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding
and conclusive.
8. AMENDMENT AND TERMINATION OF THE PLAN. The Board may amend or
terminate the Plan. Except as otherwise provided in the Plan with respect to
equity changes, the amendment which would increase the aggregate number of
shares of Common Stock as to which options may be granted under the Plan,
materially increase the benefits under the Plan, or modify the class of persons
eligible to receive options under the Plan shall be subject to the approval of
the Stockholders of the Company as provided by Rule 16b-3 under the Securities
Exchange Act of 1934. No amendment or termination may affect adversely any
outstanding option without the written consent of the optionee.
9. NO RIGHTS CONFERRED. Nothing contained herein will be deemed to give
any individual any right to receive an option under the Plan or to be retained
in the employ or service of the Company or any Subsidiary.
10. GOVERNING LAW. The Plan and each option agreement shall be governed
by the laws of the State of Delaware.
11. TERM OF THE PLAN. The Plan shall be effective as of December 8, 1994,
the date on which it was adopted by the Board, subject to the approval of the
Stockholders of the Company at the next Annual Meeting of Stockholders. The
Plan will terminate on December 8, 2004, unless sooner terminated by the Board.
The rights of optionees under options outstanding at the time of the termination
of the Plan shall not be affected solely by reason of the termination and shall
continue in accordance with the terms of the option (as then in effect or
thereafter amended).
Page 14 of 17 Pages
<PAGE>
Exhibit 5
December 10, 1996
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 126,945 shares of Common
Stock, $.05 par value per share, of the Company (the "Shares"), to be issued by
the Company in accordance with the GMIS Inc. 1995 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,
/s/ Jones, Day, Reavis & Pogue
JONES, DAY, REAVIS & POGUE
Page 15 of 17 Pages
<PAGE>
[LETTERHEAD]
EXHIBIT 15
LETTER REGARDING UNAUDITED
INTERIM FINANCIAL INFORMATION
We are aware that HBO & Company has incorporated by reference in its Form S-8
Registration Statement for the GMIS Inc. 1995 Stock Option Plan, its Form
10-Qs for the quarters ended March 31, 1996, June 30, 1996, and September
30, 1996 which include our reports dated April 16, 1996, July 16, 1996, and
October 16, 1996, 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
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Atlanta, Georgia
December 9, 1996
Page 16 of 17 Pages
<PAGE>
[Letterhead]
EXHIBIT 23(b)
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 6,
1996 incorporated by reference or included in HBO & Company's Annual Report
on Form 10-K for the year ended December 31, 1995 and to all references to
our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
- ------------------------
Atlanta, Georgia
December 9, 1996
Page 17 of 17 Pages
