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SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OCTOBER 3, 1997
Date of Report
(SEPTEMBER 29, 1997)
(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
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(Commission File Number) (Employer Identification No.)
301 Perimeter Center North
Atlanta, GA 30346
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(Address of principal executive offices) (Zip Code)
(770) 393-6000
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Registrant's telephone number, including area code
Exhibit Index on page 2 of 5
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ITEM 5: OTHER EVENTS
On September 29, 1997, HBO & Company (HBOC) and HPR Inc. (HPRI) announced
that they have signed a definitive agreement for HBOC to acquire HPRI, a
leading provider of clinical information systems for the managed care
industry. The acquisition, which is subject to regulatory and HPRI
stockholder approval, will be accounted for as a pooling of interests and is
anticipated to close during the fourth quarter of 1997. Terms of the
acquisition call for HPRI stockholders to receive .6 of a share of HBOC
common stock for each share of HPRI common stock.
On October 3, 1997, HBO & Company announced it had signed a definitive
agreement to acquire National Health Enhancement Systems, Inc. (NHES), a
leading provider of health information technology solutions specializing in
demand and disease management products. The acquisition, which is subject to
regulatory and NHES stockholder approval, will be accounted for as a pooling
of interests and is anticipated to close during the fourth quarter of 1997.
The stockholders of NHES will receive shares of HBOC common stock in the
transaction, and the exchange ratio will be determined by averaging the
closing HBOC stock price for a period of 20 trading days ending shortly
before the closing of the transaction.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION PAGE
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99a HBO & Company News Release dated
September 29, 1997 4
99b HBO & Company News Release dated 5
October 3, 1997
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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: October 3, 1997
/s/ Jay P. Gilbertson
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Jay P. Gilbertson
Executive Vice President,
Chief Financial Officer,
Principal Accounting Officer,
Treasurer and Secretary
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EXHIBIT 99a
NEWS RELEASE
CONTACT: HBO & COMPANY HPR INC.
INVESTOR RELATIONS BRIAN CAHILL
MONIKA BROWN CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER
(770) 668-5926 (617) 679-8318
BETH DALTON (617) 679-8996
(770) 393-6587
HBOC SIGNS DEFINITIVE AGREEMENT TO ACQUIRE HPR INC.
ATLANTA, GA and CAMBRIDGE, MA, September 29, 1997 -- HBO & Company
(Nasdaq:HBOC) and HPR Inc. (Nasdaq:HPRI) today announced that they have
signed a definitive agreement for HBOC to acquire HPRI, a leading provider of
clinical information systems for the managed care industry. The acquisition,
which is subject to regulatory and HPRI stockholder approval, will be
accounted for as a pooling of interests and is anticipated to close during
the fourth quarter of 1997. Terms of the acquisition call for HPRI
stockholders to receive .6 of a share of HBOC common stock for each share of
HPRI common stock.
HPRI, based in Cambridge, Massachusetts, had revenue for its fiscal year
ended June 30, 1997 of $39.1 million and has approximately 200 employees who
support over 300 customers. HBOC, an Atlanta based company, had revenue of
$895.3 million for the year ended December 31, 1996 and currently has
approximately 5,500 employees.
"HPRI will augment the HBOC product line with additional decision
support capabilities for the payer market as well as our provider customers
who have assumed risk for their patient population" stated Charles W. McCall,
HBOC president and chief executive officer. "The combination of HPRI's and
HBOC's clinical content data bases will give our customers a very robust
product set, designed to meet the needs of a changing healthcare
environment, and better enable them to ensure that patients receive
appropriate, high quality care while controlling costs. We also fully intend
to continue to provide support for the existing customer base of both
companies."
"HBOC gives HPRI a much larger platform from which HPRI can continue
aggressive product innovation and development" said Marcia Radosevich,
Ph.D., HPRI chairman, president and chief executive officer. "The merger
will benefit customers by enabling the combined company to provide broader
product choices to the market, better customer support and increased
interoperability of our related products."
Founded in 1987, HPRI provides clinically-based health care cost
containment, provider profiling and other medical information systems for the
nation's largest insurance carriers and managed care providers, as well as a
growing number of at-risk provider delivery systems.
HBOC delivers enterprisewide patient care, clinical, financial and
strategic management software solutions, as well as networking technologies,
electronic data interchange, outsourcing and other services to healthcare
organizations throughout the world.
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EXHIBIT 99b
NEWS RELEASE
CONTACT: INVESTOR RELATIONS 301 PERIMETER CENTER NORTH
MONIKA BROWN ATLANTA, GA 30346
(770) 668-5926
BETH DALTON
(770) 393-6587
HBOC SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
NATIONAL HEALTH ENHANCEMENT SYSTEMS, INC.
ATLANTA, GA, October 3, 1997 -- HBO & Company (Nasdaq:HBOC) today
announced it has signed a definitive agreement to acquire National Health
Enhancement Systems, Inc. (Nasdaq:NHES), a leading provider of health
information technology solutions specializing in demand and disease
management products. The acquisition, which is subject to regulatory and NHES
stockholder approval, will be accounted for as a pooling of interests and is
anticipated to close during the fourth quarter of 1997.
The stockholders of NHES will receive shares of HBOC common stock in the
transaction, and the exchange ratio will be determined by averaging the
closing HBOC stock price for a period of 20 trading days ending shortly
before the closing of the transaction. If the average price of HBOC common
stock is between $35.37 and $43.23, NHES stockholders will receive .32 of an
HBOC share. If the HBOC common stock average price is above $25.00 up to
$35.37, NHES stockholders will receive a fraction of an HBOC share equal to
$11.32 per NHES share. If the average price of HBOC common stock during the
pricing period is above $43.23, NHES stockholders will receive a fraction of
an HBOC share equal to $13.83 per NHES share.
NHES, based in Phoenix, Arizona, had revenue for its fiscal year ended
January 31, 1997 of $25.2 million and has approximately 235 employees
supporting 750 customers. NHES is one of the nation's leading providers of
health management and technology solutions specializing in medical call
center products and services to managed care organizations, hospitals,
integrated healthcare networks and physicians throughout the world.
"The addition of NHES' specialized call center technology and disease
management initiatives extend HBOC's current access and clinical management
strategies. NHES' products will bring our customers additional solutions that
will help them avoid costs, increase member satisfaction, build customer
loyalty and ensure appropriateness of care" stated Charles W. McCall, HBOC
president and chief executive officer. "NHES' client network of 750 installed
call center products and one million lives in its national call center will
give HBOC a strong position in a segment of the healthcare market that is
expected to increase its spending on information systems by more than 20% per
year."
"We are very excited about joining HBOC," stated Gregory J. Petras, NHES
chairman and chief executive officer. "The growth opportunities resulting
from the combination of the two companies will be of great benefit to NHES'
employees, client's, and shareholders. As use of a medical call center
becomes fundamental to delivering healthcare, we chose to become part of HBOC
because they are the leader in healthcare technology with the resources and
distribution capability that will enable us to grow in an increasingly
competitive market."
HBOC delivers enterprisewide patient care, clinical, financial and
strategic management software solutions, as well as networking technologies,
electronic data interchange, outsourcing and other services to healthcare
organizations throughout the world.
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