<PAGE>
As filed with the Securities and Exchange Commission on June 12, 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 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 1990 EXECUTIVE INCENTIVE PLAN
(Full title of the plan)
__________
James A. Gilbert
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 14 Pages (continued)
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<TABLE>
<CAPTION>
Calculation of Registration Fee
- --------------------------------------------------------------------------------
Title of Proposed maxi- Proposed maxi- Amount of
securities to Amount to be mum offering mum aggregate registra-
be registered registered price per share offering price tion fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.05 par value 1,208,000 $51.39114235(1) $ 62,080,500.00(1) $21,407.03
and Preferred
Share Purchase
Rights (2)
Common Stock
$.05 par value 1,792,000 $ 66.50(1) $119,168,000.00(1) $41,092.34
and Preferred
Share Purchase
Rights (2)
TOTAL 3,000,000 $62,499.37
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 ("1933
Act"). With respect to 1,208,000 shares presently subject to options or awards,
the offering price is based upon the actual weighted average exercise price and
with respect to the remaining 1,792,000 shares, the offering price has been
calculated on the basis of the last sale price of such securities on NASDAQ on
June 10, 1996, a date within 5 business days prior to the filing of this
Registration Statement. The foregoing calculations give effect to the
two-for-one stock split effected in the form of a stock dividend paid June
10, 1996.
(2) 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.
EXPLANATORY NOTE
In accordance with the Note to Part I of the Form S-8, the information specified
by Part I has been omitted from this Registration Statement.
Page 2 of 14 Pages
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Company's Annual Report Form 10-K for the fiscal year ended December
31, 1995.
(b) All other reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("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
The Company's By-Laws (Article, IX, Section 1) provides 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
Page 3 of 14 Pages
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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 General Corporation Law of the State of Delaware,
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 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 this 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
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
Page 4 of 14 Pages
<PAGE>
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 cases, 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 General Corporation Law of Delaware 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 to contain provisions
substantially similar to those contained in the amended Corporation Law of
Delaware.
Item 7. Exemption from Registration Claimed
Inapplicable.
Item 8. Exhibits
Page 5 of 14 Pages
<PAGE>
Exhibit
Number Description
Included in Part II of the Registration Statement:
4 HBO & Company 1990 Executive Incentive Plan
(previously filed (as Exhibit 4 to Form S-8,
File No. 33-82962))
4(a) Amendment to 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
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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
Page 6 of 14 Pages
<PAGE>
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.
(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 14 Pages
<PAGE>
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 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 June,
1996.
HBO & COMPANY
By:/s/ Charles W. McCall
-----------------------------
Charles W. McCall
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James A. Gilbert, and Jay P. Gilbertson, jointly
and severally, each in his own capacity, his true and lawful attorneys-in-fact,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any 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, hereby
ratifying and confirming all that said attorneys-in-fact, or their 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 President, Chief Executive June 10, 1996
- ------------------------- Officer and Director
Charles W. McCall (Principal Executive Officer)
(signatures continued)
Page 8 of 14 Pages
<PAGE>
/s/ Jay P. Gilbertson Sr. Vice President - Finance, June 10, 1996
- ------------------------- Assistant Secretary,
Jay P. Gilbertson Treasurer, Chief Financial
Officer and Chief Accounting
Officer (Principal Financial
and Accounting Officer)
/s/ Holcombe T. Green, Jr.
- -------------------------- Chairman of the Board June 10, 1996
Holcombe T. Green, Jr.
/s/ Alfred C. Eckert III
- -------------------------- Director June 10, 1996
Alfred C. Eckert III
/s/ Philip A. Incarnati
- -------------------------- Director June 10, 1996
Philip A. Incarnati
/s/ Alton F. Irby III
- -------------------------- Director June 10, 1996
Alton F. Irby III
/s/ Gerald E. Mayo
- -------------------------- Director June 10, 1996
Gerald E. Mayo
/s/ James V. Napier
- -------------------------- Director June 10, 1996
James V. Napier
/s/ Charles E. Thoele
- -------------------------- Director June 10, 1996
Charles E. Thoele
/s/ Donald C. Wegmiller
- -------------------------- Director June 10, 1996
Donald C. Wegmiller
Page 9 of 14 Pages
<PAGE>
Exhibit Page
Number Description Number
- ------ ----------- ------
Included in Part II of the Registration Statement:
4 HBO & Company 1990 Executive Incentive Plan
(previously filed (as Exhibit 4 to Form S-8,
File No. 33-82962))
4(a) Amendment to Plan 11
5 Opinion of Counsel re: legality 12
15 Letter re: unaudited interim financial
information 13
23(a) Consent of Counsel (contained in Exhibit 5) 12
23(b) Consent of independent public accountants 14
24 Power of Attorney 8
Page 10 of 14 Pages
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EXHIBIT 4(a)
AMENDMENT TO THE
HBO & COMPANY
1990 EXECUTIVE INCENTIVE PLAN
THIS AMENDMENT is made to the HBO & Company 1990 Executive Incentive Plan
(the "Plan"), to be effective as of the date this Amendment is approved by the
stockholders of HBO & Company, a Delaware corporation.
I.
Section 5 of the Plan is amended to increase the number of shares of Stock
not previously authorized for distribution that may be issued under the Plan
from 3,357,452 to 6,357,452 and to increase the maximum number of shares
available for distribution under the Plan from 12,000,000 to 15,000,000 and the
minimum number of shares available for distribution under the Plan from
6,038,176 to 9,038,176.
All other provisions of the Plan not inconsistent herewith are ratified and
confirmed. Dated this 14th day of May , 1996.
------- --------
Page 11 of 14 Pages
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[LETTERHEAD]
Exhibit 5
June 11, 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 3,000,000 shares of
Common Stock, $.05 par value per share, of the Company, which number of
shares reflects a 2-for-1 stock dividend payable to holders of record on May
27, 1996 (the ""Shares''), to be issued by the Company in accordance with the
HBO & Company 1990 Executive Incentive 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 12 of 14 Pages
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[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 HBO & Company 1990 Executive Incentive Plan
its Form 10-Q for the quarter ended March 31, 1996, which includes our report
dated April 16, 1996 covering the unaudited interim financial information
contained therein. Pursuant to Regulation C of the Securities Act of 1933
(the ""Act''), that report is 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
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 10, 1996
Page 13 of 14 Pages
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[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
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 10, 1996
Page 14 of 14 Pages
