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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
SEPTEMBER 27, 1996
Date of Report
(SEPTEMBER 24, 1996)
(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)
(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 September 24, 1996, the Company (HBOC) announced it had signed a
definitive agreement to acquire GMIS Inc. (GMIS), a leading provider of
clinical information systems for the managed care industry. The acquisition,
which is subject to regulatory and GMIS shareholder approval, will be
accounted for as a pooling of interests and is scheduled to close during the
fourth quarter of 1996.
Terms of the acquisition call for GMIS shareholders to receive 0.42 of a
share of HBOC common stock for each share of GMIS common stock if the average
HBOC share price remains between $47.62 and $64.00 during the pricing period
ending shortly before the date of the special meeting of GMIS shareholders.
Should the average HBOC share price during that pricing period be above $64.00
or below $47.62, GMIS shareholders will receive a fraction of a share of HBOC
common stock with a value of $26.88 or $20.00, respectively, per GMIS share.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION PAGE
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99 HBO & Company News Release dated 4
September 24, 1996
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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: September 27, 1996
/s/ Jay P. Gilbertson
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Jay P. Gilbertson
Senior 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 SIGNS DEFINITIVE AGREEMENT TO ACQUIRE GMIS INC.
ATLANTA, September 24, 1996 -- HBO & Company (Nasdaq:HBOC) today
announced it has signed a definitive agreement to acquire GMIS Inc.
(Nasdaq:GMIS), a leading provider of clinical information systems for the
managed care industry. The acquisition, which is subject to regulatory and
GMIS shareholder approval, will be accounted for as a pooling of interests
and is scheduled to close during the fourth quarter of 1996.
Terms of the acquisition call for GMIS shareholders to receive 0.42 of a
share of HBOC common stock for each share of GMIS common stock if the average
HBOC share price remains between $47.62 and $64.00 during the pricing period
ending shortly before the date of the special meeting of GMIS shareholders.
Should the average HBOC share price during that pricing period be above
$64.00 or below $47.62, GMIS shareholders will receive a fraction of a share
of HBOC common stock with a value of $26.88 or $20.00, respectively, per GMIS
share.
GMIS, based in Malvern, PA, has over 250 customers with GMIS products
affecting almost 60% of all privately insured individuals. The company had
1995 revenue of $36 million and has approximately 200 employees including
eight physicians and a total of 25 clinicians.
"GMIS brings to HBOC expertise in the payor data quality and decision
support arenas. Marrying their payor based decision support and clinical
episode tools with our provider based decision support products will give
HBOC the strongest outcomes products in the marketplace" stated Charles W.
McCall, HBOC president and chief executive officer.
"HBOC, with its broad customer base and unparalleled distribution
strength, provides GMIS with immediate access to the provider market, a
market that is ripe for clinically based information technologies that assist
in managing care," noted Thomas R. Owens, GMIS chairman, president and
chief executive officer. "GMIS' existing managed care customers will also
benefit significantly from HBOC's vast access to provider technology and
data, thereby beginning to bridge the information gap that currently exists
between these two segments."
GMIS is a recognized leader in medical decision support systems that
evaluate efficiency, effectiveness and quality in health care delivery. GMIS'
technologies and proprietary databases permit managed care organizations and
other customers to access protocols, standards, and analytical tools to
manage utilization and quality, profile provider performance, assess
outcomes, measure patient satisfaction and control costs.
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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