<PAGE>
As filed with the Securities and Exchange Commission on December 9, 1996
Registration No. 33-82960
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-8 - - Registration Statement Under The Securities Act of 1933
---------------------------
HBO & COMPANY
(Exact name of issuer 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)
----------------------------
HBO & COMPANY 1983 EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
(Full title of the plan)
----------------------------
Jay M. Lapine, Esq.
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
Calculation of Registration Fee
No additional registration fee is due because no additional shares are being
registered.
Page 1 of 4 Pages
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 4 of the registrant's Form S-8 is amended as follows:
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
With respect to securities to be offered to employees of the registrant, a
Delaware corporation (the "Company"), which are subject to the securities laws
of the State of Israel, the following legend shall apply:
"THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED FROM THE
REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH REGARD TO THIS
FORM S-8. NOTHING IN THE EXEMPTION GRANTED SHALL BE CONSTRUED AS
AUTHENTICATING THE MATTERS CONTAINED IN THIS FORM S-8 OR AS AN
APPROVAL OF THEIR RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN
OPINION AS TO THE QUALITY OF THE SECURITIES OFFERED HEREBY.
Page 2 of 4 Pages
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment Number One to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 9th day of December, 1996.
HBO & COMPANY
By:/s/ Charles W. McCall
--------------------------------
Charles W. McCall
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment Number One to Registration Statement has been signed by the
following persons in the capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Charles W. McCall President, Chief
- -------------------------- Executive Officer and
Charles W. McCall Director (Principal
Executive Officer) December 9, 1996
/s/ Jay P. Gilbertson Executive Vice President
- -------------------------- - Finance, Secretary,
Jay P. Gilbertson Treasurer, Chief
Financial Officer and
Principal Accounting
Officer (Principal
Financial and Accounting
Officer) December 9, 1996
*
- --------------------------
Holcombe T. Green, Jr. Chairman of the Board
* Director
- --------------------------
Alfred C. Eckert III
* Director
- --------------------------
Alton F. Irby III
Director
- --------------------------
Philip A. Incarnati
Page 3 of 4 Pages
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* Director
- --------------------------
Gerald E. Mayo
* Director
- --------------------------
James V. Napier
* Director
- --------------------------
Charles E. Thoele
* Director
- --------------------------
Donald C. Wegmiller
*By:/s/ Jay P. Gilbertson
----------------------
Jay P. Gilbertson, December 9, 1996
Attorney-in-fact
Page 4 of 4 Pages
