<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.
1984 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>
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
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, 41,288 $ 3.7865 (1) $ 156,337.01 (1) $ 100 (2)
and Preferred ------ ------- ----------- ----
Share Purchase shares
Rights(3)
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</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
$3.7865, the weighted average exercise price per share, and 41,288,
the number of shares subject to option, by 1/33 of 1%. Since such fee is
only $47.37, 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. 1984 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 December 10, 1996
- ---------------------------- Executive Officer (Principal
Charles W. McCall Executive Officer)
/s/ Jay P. Gilbertson Senior Vice President - December 10, 1996
- ---------------------------- Finance, Chief Financial
Jay P. Gilbertson Officer, Principal Accounting
Officer, Treasurer and
Secretary (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Holcombe T. Green, Jr. Chairman of the Board of December 10, 1996
- ---------------------------- Directors
Holcombe T. Green, Jr.
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. Incanarti 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. 1984
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
GABRIELI MEDICAL INFORMATION SYSTEMS, INC.
1984 INCENTIVE STOCK OPTION PLAN
1. PURPOSE. The purpose of this Plan is to advance the interests of
GABRIELI MEDICAL INFORMATION SYSTEMS, INC. (the "Company") by providing an
opportunity to selected key employees of the Company and its present or future
subsidiaries to purchase stock of the Company through the exercise of options
granted under this Plan. By encouraging such stock ownership, the Company seeks
to attract, retain and motivate employees of training, experience and ability.
It is intended that this purpose will be effected by the granting of stock
options as provided herein which will qualify as "incentive stock options" under
the provisions of Section 422A of the Internal Revenue Code of 1954, as amended
(the "Code").
2. EFFECTIVE DATE. This Plan became effective on July 16, 1984, the date
it was adopted by the Board of Directors of the Company, provided that the Plan
is approved by the shareholders of the Company within one (1) year from such
date. Although options may be granted before such approval, no option may be
exercised until such approval is obtained and such options will be null and void
if such approval is not obtained.
3. STOCK SUBJECT TO THE PLAN. The shares with respect to which options
may be granted under this Plan shall not exceed in the aggregate 595,123 shares
of the $1.00 par value Common Stock of the Company. 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 this Plan. The shares
delivered upon exercise of options under this Plan may, in whole or in part, be
either authorized but unissued shares or issued shares reacquired by the
Company.
4. ADMINISTRATION. This Plan shall be administered by the Board of
Directors of the Company. Subject to the provisions of this Plan, the Board of
Directors shall have full power to construe and interpret the Plan and to
establish, amend and rescind rules and regulations for its administration. In
its discretion, the Board of Directors may appoint a Stock Option Committee (or
similar committee) and delegate to it any or all of the powers here granted to
the Board of Directors.
5. ELIGIBLE EMPLOYEES. Options may be granted to such key employees of
the Company or of any of its subsidiaries, including members of the Board of
Directors who are also employees of the Company or any of its subsidiaries, as
are selected by the Board of Directors.
6. DURATION OF THE PLAN. This Plan shall terminate ten (10) years from
the effective date hereof, unless terminated earlier pursuant to Paragraph 12
hereafter, and no options may be granted thereafter.
7. LIMITATION ON NUMBER OF SHARES. The aggregate fair market value,
determined as of the date the option is granted, of the shares for which an
employee may be granted options in any calendar year shall not exceed $100,000
plus any "unused limit carryovers", as that term is defined under Section
422A(c)(4) of the Code, available in such year. In the event that such employee
is eligible to participate in any other incentive stock option plan of the
Company or any parent or subsidiary, which plan is also intended to comply with
the provisions of Section 422A of the Code, such annual limitation shall apply
to the aggregate number of shares for which options may be granted under all
such plans.
8. TERMS AND CONDITIONS OF OPTIONS. Options granted under this Plan
shall be evidenced by stock option agreements in such form and containing such
terms and conditions as the Board of Directors
Page 11 of 17 Pages
<PAGE>
shall determine; provided, however, that such 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 not less than
100% of the fair market value of the stock on the day the option is
granted; provided, however, that if at the time of the grant the
optionee owns stock possessing more than 10% of the combined voting
power of all classes of stock of the Company or of any parent or
subsidiary, such purchase price per share shall be not less than 110%
of the fair market value of the stock on the day the option is
granted. Such fair market value shall be determined in accordance
with procedures to be established in good faith by the Board of
Directors and in conformity with regulations issued by the Internal
Revenue Service with regard to incentive stock options.
(b) NUMBER OF SHARES. Each 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 may determine at the time
it grants such option; provided, however, that no option shall be
exercisable with respect to any shares later than ten (10) years after
the date of the grant of such option; and provided, further, that if
at the time of the grant of such option, the optionee owns stock
possessing more than 10% of the combined voting power of all classes
of stock of the Company or of its parent or subsidiary, such option
shall be exercisable no later than five (5) years after the date of
its grant.
(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 other officer of the Company designated by the Board
of Directors to accept such notices on its behalf, specifying the
number of shares for which it is exercised. If said shares are not at
that time effectively registered under the Securities Act of 1933, as
amended, the optionee shall include with such notice of 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 distribution. Payment shall be made
in full at the time the option is exercised. Payment shall be made
either by (i) cashier's or certified check, (ii) if permitted by vote
of the Board of Directors, by delivery and assignment to the Company
of shares of Company stock, or (iii) by a combination of (i) and (ii).
(e) 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 his lifetime
only by him.
(f) TERMINATION OF OPTIONS. Unless otherwise specified by the
Board of Directors, each option shall terminate and may no longer be
exercised if the optionee ceases for any reason to be an employee of
the Company, or its parent or a subsidiary, except that:
(i) if the optionee's employment shall have been terminated for
any reason other than cause, resignation or other voluntary
action before he is eligible to retire, disability or death,
he may at any time within a period of three (3) months after
such termination of employment exercise his option to the
extent that the option was exercisable by him on the date of
termination of his employment;
(ii) if the optionee's employment shall have been terminated
because of disability within the meaning of Section
105(d)(4) of the Code, he may at any time within a period of
one (1) year after such termination of employment exercise
his
Page 12 of 17 Pages
<PAGE>
option to the extent that the option was exercisable by him
on the date of termination of his employment;
(iii) 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 8(e) 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.
(g) 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.
(h) EFFECT OF OTHER OUTSTANDING OPTIONS. No option granted
hereunder shall be exercisable by any optionee while there is
"outstanding", within the meaning of Section 422A(c)(7) of the Code,
any incentive stock option which was granted to the optionee before
the granting of the option under this Plan and which permits the
optionee to purchase stock in (i) the Company, (ii) a corporation
which (at the time of the granting of the option under this Plan) is a
parent or subsidiary of the Company or (iii) a predecessor corporation
of any such corporation.
9. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS; RECAPITALIZATIONS.
Appropriate adjustment shall be made in the maximum number of shares of Common
Stock subject to this Plan and in the number, kind, and option price of shares
covered by outstanding options granted 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 effective date of this
Plan.
10. MERGER; SALE OF ASSETS; DISSOLUTION. In the event of a change of the
Common Stock resulting from 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. In the event that the Board of Directors of the
Company submits a proposal for the shareholders of the Company recommending
their approval of either (i) a merger or a similar reorganization which the
Company will not survive, (ii) a sale of substantially all of the assets of the
Company, or (iii) a public offering of the Company's Common Stock, then all
outstanding options granted under the Plan shall, subject to any installment
exercise provisions contained in the stock option agreements granting said
options, become immediately exercisable in full. In the event such an
acceleration is due to a proposed merger, reorganization or sale of assets, then
the consummation of such a merger, reorganization or sale of assets shall cause
every option outstanding hereunder to terminate, to the extent not then
exercised, unless the surviving entity agrees to assume the obligations
hereunder.
11. DEFINITIONS.
(a) The term "employee" shall have, for purposes of this Plan,
the meaning ascribed to it under Section 3401(c) of the Code and the
regulations promulgated thereunder; the term "key employees" means
those executive, administrative or managerial employees who are
determined by the Board of Directors to be eligible for options under
this Plan.
Page 13 of 17 Pages
<PAGE>
(b) The term "optionee" means a key employee to whom an option
is granted under this Plan.
(c) The term "parent" shall have, for purposes of this Plan, the
meaning ascribed to it under Section 425(e) of the Code and the
regulations promulgated thereunder.
(d) The term "subsidiary" shall have, for purposes of this Plan,
the meaning ascribed to it under Section 425(f) of the Code and the
regulations promulgated thereunder.
12. TERMINATION OR AMENDMENT OF PLAN. The Board of Directors may at any
time terminate this Plan or make such changes in or additions to this Plan as it
deems advisable without further action on the part of the shareholders of the
Company, provided that:
(a) no such termination or amendment shall adversely affect or
impair any then outstanding option without the consent of the optionee
holding such option; and
(b) no such amendment which increases the maximum number of
shares subject to this Plan, shall be effective unless it is approved
by the shareholders of the Company within twelve (12) months of the
Board's adoption of such amendment.
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 41,288 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.
1984 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 Gabrieli Medical Information Systems, Inc.
1984 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>
[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
