<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)
____________________
GABRIELI MEDICAL INFORMATION SYSTEMS, INC.
1985 NON-QUALIFIED COMMON 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 maxi- Proposed maxi-
Title of securities Amount to be mum offering mum aggregate Amount of
to be registered registered price per share offering price registration fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05
par value, and
Preferred Share
Purchase Rights(3) 26,698 $4.7065(1) $125,654.14(1) $100(2)
shares
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</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
$4.7065, the weighted average exercise price per share, and 26,698,
the number of shares subjected to option, by 1/33 of 1%. Since such fee
is only $38.08, the minimum fee is $100.
(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 Gabrieli Medical Information Systems, Inc.
1985 Non-Qualified Common 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:
Signature Title Date
--------- ----- ----
/s/ Charles W. McCall Director, President and
- -------------------------- Chief Executive Officer December 10, 1996
Charles W. McCall (Principal Executive Officer)
/s/ Jay P. Gilbertson Senior Vice President - Finance,
- -------------------------- Chief Financial Officer,
Jay P. Gilbertson Principal Accounting Officer, December 10, 1996
Treasurer and Secretary
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Holcombe T. Green, Jr.
- -------------------------- Chairman of the Board of December 10, 1996
Holcombe T. Green, Jr. Directors
Page 8 of 17 Pages
<PAGE>
Signature Title Date
--------- ----- ----
/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 E. Thoele
- -------------------------- Director December 10, 1996
Charles E. Thoele
/s/ Donald C. Wegmiller
- -------------------------- Director December 10, 1996
Donald C. Wegmiller
Page 9 of 17 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
------- ----------- ------
Included in Part II of the Registration Statement:
4 Gabrieli Medical Information Systems, Inc. 1985 11
Non-Qualified Common Stock Option Plan
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
GABRIELI MEDICAL INFORMATION SYSTEMS, INC.
1985 NON-QUALIFIED COMMON STOCK OPTION PLAN
1. PURPOSE. The purpose of the Gabrieli Medical Information Systems,
Inc. 1985 Non-Qualified Common Stock Option Plan (the "Plan") is to advance
the interests of Gabrieli Medical Information Systems, Inc., a Delaware
corporation (the "Company"), by providing an opportunity to selected
employees, and members of the Board of Directors and Board of Advisors of the
Company and its subsidiaries to purchase common stock of the Company through
the exercise of options granted under the Plan. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate such employees,
and members of the Board of Directors and Board of Advisors. It is intended
that this purpose will be effected by the granting of non-qualified stock
options as provided herein.
2. EFFECTIVE DATE. The Plan was adopted by the Board of Directors of
the Company effective as of April 1, 1985.
3. STOCK SUBJECT TO THE PLAN. The number of shares that may be granted
under the Plan shall not at any time exceed 595,123 shares, less the number
of shares subject to options issued under the Company's 1984 Incentive Stock
Option Plan. Any shares subject to an option which for any reason expires or
is terminated unexercised as to such shares may again be the subject of an
option under the Plan. The shares delivered upon exercise of options under
the Plan may, in whole or in part, be either authorized but unissued shares
or issued shares reacquired by the Company.
4. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company (the "Board of Directors") or, to the extent
authority is delegated by the Board of Directors, its Compensation Committee.
Subject to the provisions of the Plan, the Board of Directors or such
Compensation Committee shall have full power to construe and interpret the
Plan and to establish, amend and rescind rules and regulations for its
administration. Notwithstanding anything to the contrary herein, discretion
as to the selection of any director or officer of the Company or any of its
subsidiaries to whom options may be granted hereunder, and the determination
of the number of shares covered by options granted hereunder to any director
or officer of the Company, shall be exercised only as follows:
(i) with respect to participation of directors:
(a) by the Board of Directors, if a majority of such Board of
Directors and a majority of such Board of Directors acting in the
matter, are "disinterested persons", as such term is defined in Rule
16b-3(d)(3) of the Securities Exchange Act of 1934; or (b) by, or in
accordance with the recommendation of, a committee to which the Board
of Directors has delegated its authority, if such committee consists
of three or more persons having full authority to act in the matter
and all of such persons are "disinterested persons", as defined above;
(ii) with respect to the participation of officers who are not directors:
(a) by the Board of Directors or a committee of three or more
directors; or (b) by, or in accordance with the recommendation of, a
committee of three or more persons having full authority to act in the
matter, all of the members of which committee are "disinterested
persons", as defined above.
5. ELIGIBLE PARTICIPANTS. Options may be granted to employees,
directors or members of the Board of Advisors of either the Company or any of
its subsidiaries, as are selected by the Board of Directors (or the
Compensation Committee if the Board of Directors has delegated such
authority).
Page 11 of 17 Pages
<PAGE>
6. DURATION OF THE PLAN. The Plan shall terminate ten (10) years from
the effective date hereof, unless terminated earlier pursuant to paragraph 12
hereof, and no options may be granted thereafter.
7. TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan
shall be evidenced by stock option agreements in such form and not
inconsistent with the Plan as the Board of Directors (or the Compensation
Committee if the Board of Directors has delegated such authority) shall
approve from time to time, which agreements shall evidence among their terms
and conditions the following:
(a) PRICE. The purchase price per share of stock payable upon the
exercise of each option granted hereunder shall be determined by the Board of
Directors (or the Compensation Committee if the Board of Directors has
delegated such authority) at the time such option is granted. In no event
shall the exercise price per share be less than 50% of the fair market value
of such stock, as determined in accordance with the procedures established by
the Board of Directors (or the Compensation Committee if the Board of
Directors has delegated such authority) and in effect on the date of the
issuance of the option.
(b) NUMBER OF SHARES. Each stock option agreement shall specify
the number of shares to which it pertains.
(c) EXERCISE OF OPTIONS. Each option shall be exercisable for the
full amount or for any part thereof and at such intervals or in such
installments as the Board of Directors (or the Compensation Committee if the
Board of Directors has delegated such authority) may determine at the time
such option is granted.
(d) NOTICE OF EXERCISE AND PAYMENT. An option shall be exercisable
only by delivery of a written notice to the Company's Treasurer or any
officer or entity of the Company designated by the Board of Directors (or the
Compensation Committee if the Board of Directors has delegated such
authority) to accept such notices on its behalf, specifying the number of
shares for which it is exercised. If the shares are not at that time
effectively registered under the Securities Act of 1933, as amended, the
optionee shall include with such notice a letter, in form and substance
satisfactory to the Company, confirming that the shares are being purchased
for the optionee's own account for investment and not with a view to resale
or distribution. Payment shall be made in full at the time the option is
exercised. Payment shall be made by (i) cash, (ii) certified check, (iii) if
permitted the Board of Directors (or to the extent delegated by the Board of
Directors, its Compensation Committee) by delivery and assignment to the
Company of shares of Company stock having a value equal to the option price,
or (iv) by a combination of (i), (ii) and (iii). The value per share of
Company stock for such purpose shall be its fair market value as of the date
the option is exercised, as determined in accordance with procedures to be
established by the Board of Directors (or the Compensation Committee if the
Board of Directors has delegated such authority).
(e) TERMINATION OF OPTIONS. Each option shall terminate and may no
longer be exercised if the optionee ceases for any reason to perform services
for the Company or any of its subsidiaries as an employee, director, or
member of the Board of Advisors in accordance with the following provisions:
(i) if the optionee's services shall have been terminated by resignation
or other voluntary action, or if such services shall have been
terminated involuntarily for cause, the option shall terminate and
may no longer be exercised;
(ii) if the optionee's services shall have been terminated involuntarily
and without cause, the optionee may at any time within a period of
three (3) months after such termination of services exercise the
option to the extent it was exercisable on the date of termination
of the optionee's services;
(iii) if the optionee's services shall have been terminated because of
disability within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1954, as amended, (the "Code") the optionee may
at any time within a period of one (1) year after such
Page 12 of 17 Pages
<PAGE>
termination of services exercise the option to the extent that
the option was exercisable on the date of termination of the
optionee's services; and
(iv) if the optionee dies at a time when he might have exercised the
option, then his estate, personal representative or beneficiary to
whom it has been transferred pursuant to paragraph 7(g) hereof may
at any time within a period of one (1) year after the optionee's
death exercise the option to the extent the optionee might have
exercised it at the time of his death;
provided, however, that no option may be exercised to any extent by anyone after
the date of expiration of the option.
(f) RIGHTS AS SHAREHOLDER. The optionee shall have no rights as a
shareholder with respect to any shares covered by his option until the date
of issuance of a stock certificate to him for such shares.
(g) NON-TRANSFERABILITY. No option shall be transferable by the
optionee otherwise than by will or the laws of descent or distribution, and
each option shall be exercisable during the lifetime of the optionee by the
optionee only.
(h) REPURCHASE OF SHARES BY THE COMPANY. Any shares purchased by
an optionee upon exercise of an option may in the discretion of the Board of
Directors (or the Compensation Committee if the Board of Directors has
delegated such authority) be subject to repurchase by the Company if and to
the extent specifically set forth in each option agreement.
8. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS;
RECAPITALIZATIONS. Appropriate adjustment shall be made in the maximum number
of shares of common stock subject to the Plan to give effect to any stock
dividends, stock splits, stock combinations, recapitalizations and other
similar changes in the capital structure of the Company after the effective
date of the Plan referred to in paragraph 2 hereof. Appropriate adjustment
shall be made in the number, kind, and option price of shares covered by any
outstanding option hereunder to give effect to any stock dividends, stock
splits, stock combinations, recapitalizations and other similar changes in
the capital structure of the Company after the date such option is granted.
9. MERGER; SALE OF ASSETS; DISSOLUTION. In the event of a merger or
similar reorganization as to which the Company is the surviving corporation,
the number and kind of shares which thereafter may be optioned and sold under
the Plan and the number and kind of shares then subject to options granted
hereunder and the price per share thereof shall be appropriately adjusted-in
such manner as the Board of Directors may deem equitable to prevent
substantial dilution or enlargement of the rights available or granted
hereunder. Except as otherwise determined by the Board of Directors, a
merger or a similar reorganization which the Company does not survive, or a
sale of all or substantially all of the assets of the Company, shall cause
every option outstanding hereunder to terminate upon the effective date of
the transaction, to the extent not then exercised, unless any surviving
entity agrees to assume the obligations hereunder.
10. DEFINITIONS.
(a) The term "optionee" means an employee, director or member of
the Board of Advisors to whom an option is granted under the Plan.
(b) The term "subsidiary" shall have, for purposes of the Plan, the
meaning ascribed to it under Section 425(f) of the Code and the regulations
promulgated thereunder.
Page 13 of 17 Pages
<PAGE>
11. APPROVAL BY SHAREHOLDERS. This Plan shall be submitted to the
shareholders of the Company for their consideration and approval not later
than 12 months after the approval of the Plan by the Board of Directors.
Failing such ratification by the shareholders, the Plan shall be null and
void.
12. AMENDMENT OR TERMINATION OF PLAN. Subject to the provisions of
paragraph 6 hereof, the Plan may at any time be amended or terminated by the
Board of Directors of the Company; provided, however, that no such amendment
or termination shall adversely affect any then outstanding option without the
consent of the optionee. Moreover, any amendment to the Plan which (a)
materially increases the number of shares which may be awarded, (b)
materially increases the benefits accruing to optionees or (c) materially
modifies the requirements for eligibility for participation shall be
ineffective unless approved by the shareholders of the Company not later than
12 months after the amendment's adoption by the Company's Board of Directors.
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 26,698 shares of Common
Stock, $.05 par value per share, of the Company (the "Shares"), to be issued by
the Company in accordance with the Gabrieli Medical Information Systems, Inc.
1985 Non-Qualified Common 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>
EXHIBIT 15
ARTHUR ANDERSEN LLP
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 Gabrieli Medical Information Systems,
Inc. 1985 Non-Qualified Common 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
Atlanta, Georgia
December 9, 1996
Page 16 of 17 Pages
<PAGE>
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
