<PAGE>
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
AUGUST 27, 1996
Date of Report
(AUGUST 21, 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
- ------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
301 PERIMETER CENTER NORTH
ATLANTA, GA 30346
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(770) 393-6000
--------------------------------------------------
Registrant's telephone number, including area code
Exhibit Index on page 2 of 4
Page 1 of 4
<PAGE>
ITEM 5: OTHER EVENTS
On August 21, 1996, HBO & Company of Georgia, a wholly owned subsidiary of
HBO & Company (HBOC), completed the acquisition, by merger, of CyCare Systems,
Inc. (CyCare) a Scottsdale, Arizona based provider of management software
systems and electronic data interchange (EDI) services for medical group
practices, faculty practice plans and medical enterprises.
CyCare shareholders voted to approve the merger at a special meeting of
shareholders held on August 21, 1996. CyCare shareholders received 0.86 of a
share of HBOC common stock for each share of CyCare common stock. At closing,
approximately 4.4 million HBOC shares were issued for the approximately 5.1
million outstanding CyCare 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.
EXHIBIT NO. DESCRIPTION PAGE
2 Agreement of Merger dated May 18, 1996 by n/a
and among HBO & Company, HBO & Company of
Georgia and CyCare Systems, Inc.
(Incorporated by reference from Exhibit
2 to the registrant's Registration
Statement on Form S-4 (File No. 333-5663))
99 HBO & Company News Release dated August 22,
1996 4
Page 2 of 4
<PAGE>
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: August 27, 1996
/s/ Jay P. Gilbertson
---------------------------------
Jay P. Gilbertson
Senior Vice President - Finance,
Chief Financial Officer,
Principal Accounting Officer,
Treasurer and Assistant Secretary
Page 3 0f 4
<PAGE>
EXHIBIT 99
NEWS RELEASE
Contact: Anne Davenport 301 Perimeter Center North
Investor Relations Atlanta, GA 30346
(770) 668-5968
HBOC COMPLETES ACQUISITION OF CYCARE SYSTEMS, INC.
ATLANTA, August 22, 1996 -- HBO & Company (Nasdaq:HBOC) today announced it
has completed the previously announced acquisition of CyCare Systems,
Inc.(NYSE:CYS), a leading provider of management software systems and electronic
data interchange (EDI) services for medical group practices, faculty practice
plans and medical enterprises.
CyCare shareholders received .86 of a share of HBOC common stock for
each CyCare share. At closing, approximately 4.4 million HBOC shares were
issued for the approximately 5.1 million outstanding CyCare shares.The
transaction will be accounted for as a pooling of interests and HBOC will take a
one-time charge for acquisition related expenses.
CyCare, based in Scottsdale, AZ, had 1995 revenue of $62.9 million, of
which approximately 70% is recurring processing and software maintenance
revenue, and has over 475 employees and approximately 5,000 customers
representing over 20,000 physicians.
"The addition of CyCare will give HBOC a strategic advantage in
dealing with large medical group practices, regardless of whether they're
affiliated with an enterprise or integrated delivery network" stated Charles W.
McCall, HBOC president and chief executive officer. "CyCare has been in business
almost thirty years and has a solid reputation in the physician community for
its physician practice management and EDI services."
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.
###
Page 4 of 4
