<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1997
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)
____________________
HBO & COMPANY
1998 EMPLOYEE DISCOUNT
STOCK PURCHASE 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 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
(404) 521-3939
Exhibit Index Appears on Page 11
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
_________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________
Proposed Proposed
Title of securities Amount to be maximum offering maximum Amount of
to be registered registered price per share aggregate offering registration fee
price
_________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock,
$.05 par value, and
Preferred Share
Purchase Rights(3) 1,500,000 $42.1875(1) $63,281,250(1) $18,668(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
the offering price of the shares being registered is not known, the offering
price is based upon the average of the reported high and low sales prices of a
share of common stock, par value $.05 per share ("Common Stock"), of the HBO &
Company on the Nasdaq Stock Market National Market ("Nasdaq NM") on December 19,
1997 of $42.1875 per share.
(2) The registration fee of $18,668 is calculated by multiplying the product
of $42.1875, the average of the high and low sales prices of a share of Common
Stock on the Nasdaq NM on December 19, 1997, and 1,500,000, the number of shares
offered hereby, by .000295.
(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>
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>
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, 1996.
(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,
1996.
(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.
The class of securities to be offered is registered under Section 12 of
the Securities Exchange Act of 1934, as amended.
With respect to securities to be offered to employees of the Company
which are subject to the securities laws of the State of Israel, the following
legend shall apply:
"THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED FROM
THE REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH REGARD TO
THIS FORM S-8. NOTHING IN THE EXEMPTION GRANTED SHALL BE CONSTRUED
AS AUTHENTICATING THE MATTERS CONTAINED IN THIS FORM S-8 OR AS AN
APPROVAL OF THEIR RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN
OPINION AS TO THE QUALITY OF THE SECURITIES OFFERED HEREBY."
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
<PAGE>
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 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.
<PAGE>
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 to contain provisions
substantially similar to those contained in the amended Delaware General
Corporation Law.
<PAGE>
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
Exhibit
Number Description
_______ ___________
Included in Part II of the Registration Statement:
4 HBO & Company 1998 Employee Discount Stock Purchase 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:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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.
(3) 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.
(b) 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 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.
(c) 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
<PAGE>
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.
<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
22nd day of December, 1997.
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:
<TABLE>
<CAPTION>
Signature Title Date
_________ _____ ____
<S> <C> <C>
/s/ Charles W. McCall Director, President and Chief Executive December 22,1997
_____________________ Officer (Principal Executive Officer)
Charles W. McCall
/s/ Jay P. Gilbertson President, Co-Chief Operating Officer, December 22, 1997
_____________________ Chief Financial Officer, Principal
Jay P. Gilbertson Accounting Officer, Treasurer and
Secretary (Principal Financial Officer and
Principal Accounting Officer)
/s/ Holcombe T. Green, Jr. Chairman of the Board of Directors December 22, 1997
__________________________
Holcombe T. Green, Jr.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
_________ _____ ____
<S> <C> <C>
/s/ Alfred C. Eckert III Director December 22, 1997
__________________________
Alfred C. Eckert III
/s/ Philip A. Incarnati Director December 22, 1997
__________________________
Philip A. Incarnati
/s/ Alton F. Irby III Director December 22, 1997
__________________________
Alton F. Irby III
/s/ Gerald E. Mayo Director December 22, 1997
__________________________
Gerald E. Mayo
/s/ James V. Napier Director December 22, 1997
__________________________
James V. Napier
/s/ Donald C. Wegmiller Director December 22, 1997
__________________________
Donald C. Wegmiller
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
_______ ___________ ______
Included in Part II of the Registration Statement:
4 HBO & Company 1998 Employee Discount Stock Purchase 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)
<PAGE>
EXHIBIT 4
HBO & COMPANY
1998 EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
1. PURPOSE
The HBO & Company 1998 Employee Discount Stock Purchase Plan (the
"Plan") is intended to encourage the employees of HBO & Company (the
"Company") and certain of its subsidiaries to acquire a proprietary interest,
or to increase their existing proprietary interest, in the Company. The Board
of Directors of the Company (the "Board") believes that employee ownership of
the Company's stock will serve as an incentive, encouraging employees to
continue their employment and to perform diligently their duties as employees.
The Plan is intended to qualify as an "employee stock purchase plan" within
the meaning of Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. STOCK RESERVED FOR THE PLAN
The Company will reserve 1,500,000 shares of the Company's common
stock, $.05 par value per share ("Stock"), for purchase by employees under the
Plan. The number of shares of Stock reserved for the Plan may be adjusted as
provided in Section 16. The shares of Stock reserved for the Plan may be
shares now or hereafter authorized but unissued, shares that have been
reacquired by the Company, or shares of treasury stock.
3. ADMINISTRATION
The Plan will be administered by a committee (the "Committee") that
will consist of those persons designated by the Board. The members of the
Committee may, but need not, be members of the Board. The Board from time to
time may remove members from, or add members to, the Committee. Vacancies on
the Committee will be filled by the Board. Subject to the express provisions
of the Plan, the Committee will have authority to interpret the Plan, to
prescribe rules and regulations for administering the Plan, and to make all
other determinations necessary or advisable in administering the Plan. The
determinations of the Committee will be final and binding upon all persons,
unless otherwise determined by the Board. A majority of the members of the
Committee will constitute a quorum, and the Committee may act by vote of a
majority of its members at a meeting at which a quorum is present, or without
a meeting by a written consent signed by all members of the Committee.
4. ELIGIBILITY
(a) Eligible Employees. Except for those persons specifically
excluded under subsection (b) hereof, (i) all employees of the Company, and
(ii) all employees of any subsidiary corporations of the Company (as defined
in Code Section 424(f) and referred to herein as
<PAGE>
"Subsidiaries") that are designated by the Board as participating
Subsidiaries, will be eligible to participate in the Plan. Such employees are
referred to herein as "Employees."
(b) Excluded Employees. The following Employees will not be
eligible to participate in the Plan:
(i) any Employee whose customary employment is 20 hours or
less per week or for not more than 5 months in any calendar year;
and
(ii) any Employee who, immediately after a right to purchase
Stock is granted hereunder, would own shares of Stock, or of the
stock of a Subsidiary, possessing 5 percent or more of the total
combined voting power or value of all classes of such stock. In
determining whether an Employee owns 5 percent of such shares, (A)
the attribution of ownership rules of Code Section 424(d) will
apply, and (B) an Employee will be deemed to own the shares of stock
underlying any outstanding option which he has been granted (whether
under the Plan or any other plan or arrangement).
5. OFFERING DATES
The Plan will be implemented by a continuous series of offerings
beginning on March 1st of each calendar year (the "Offering Date") and
terminating on the last day of the following February (the "Termination
Date"). The period for which each such offering is effective is referred to
herein as a "Purchase Period." The first Purchase Period will commence on
March 1, 1998 and will terminate on February 28, 1999.
6. ELECTION TO PARTICIPATE
(a) Initial Election. Each Employee who is eligible to participate
in the Plan may become a participant (a "Participant") by making an election,
prior to any Offering Date and in the accordance with procedures established
by the Committee, authorizing specified regular payroll deductions over the
next succeeding Purchase Period (an "Election Form"). Each election will be
expressed as a percentage of the Employee's Compensation (as defined below),
which may not exceed 10 percent of the Employee's Compensation for any payroll
period or be less than 1 percent of the Employee's Compensation for any
payroll period (or such other maximum and minimum percentages as the Committee
may determine). A Participant's "Compensation" is his total cash compensation
from the Company and its affiliates. Payroll deductions for a Participant
will be made regularly and in equal amounts during the Purchase Period by the
Company, and will be credited to a bookkeeping account established by the
Company in the name of the Participant (the "Cash Account"). No interest will
be paid on or credited to Cash Accounts.
Page 13 of 22 Pages
<PAGE>
(b) Changes in Rate of Payroll Deduction. A participant may
discontinue making payroll deductions in accordance with Section 6(c), but may
not otherwise increase or decrease the amount of payroll deductions elected
for a Purchase Period.
(c) Discontinuance of Contributions. At any time during a Purchase
Period, a Participant may discontinue participation in the Plan for the
current Purchase Period by providing notice in accordance with procedures
established by the Committee. Upon such discontinuance, at the Participant's
election, the balance of his Cash Account will be (i) returned to the
Participant as soon as practicable, or (ii) held in the Cash Account until the
end of the Purchase Period and applied to purchase Stock in accordance with
Section 10. A Participant who discontinues payroll deductions may recommence
his participation in the Plan as of the Offering Date for any other succeeding
Purchase Period, provided he otherwise is eligible to participate and timely
files a new Election Form with the Committee.
7. RIGHTS TO PURCHASE STOCK
For each Purchase Period, each Participant will have the right to
purchase that number of shares of Stock determined by dividing (i) $25,000 by
(ii) the Fair Market Value of one share of Stock (as defined in Section 9(b))
on the Offering Date for the Purchase Period; provided, however, that no
Participant will have the right to purchase Stock in excess of the annual
limit in Section 8. If the number of shares of the Stock available for
purchase under the Plan is insufficient to grant to each Participant the right
to purchase the full number of shares to which he otherwise would be entitled,
then each Participant will have the right to purchase that number of available
shares of Stock that is equal to the total number of available shares of Stock
multiplied by a fraction, the numerator of which is the amount of
Compensation credited to the Participant's Cash Account for the Purchase
Period, and the denominator of which is the total amount of Compensation
credited to the Cash Accounts of all Participants for the Purchase Period.
8. ANNUAL LIMIT
No right to purchase shares of Stock under the Plan will be granted
to an Employee if such right, when combined with all other rights and options
granted under all of the Code Section 423 employee stock purchase plans of the
Company, its Subsidiaries or any parent corporation (within the meaning of
Code Section 424(e)), would permit the Employee to purchase shares of Stock
with a Fair Market Value (determined at the time the right or option is
granted) in excess of $25,000 for each calendar year in which the right or
option is outstanding at any time, determined in accordance with Code Section
423(b)(8).
Page 14 of 22
<PAGE>
9. PURCHASE PRICE
(a) Price. The purchase price of each share of Stock will be the
lesser of (i) 85 percent of the Fair Market Value of the Stock on the Offering
Date, or (ii) 85 percent of the Fair Market Value of the Stock on the
Termination Date.
(b) Fair Market Value. The Fair Market Value of the Stock, as of
any date, will be equal to the closing price of the Common Stock on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), for such date as reported in The Wall Street Journal. If no
transaction is reported for a particular date, Fair Market Value will be the
closing price on the closest preceding date for which any transaction is
reported. If the Stock is not traded on NASDAQ, Fair Market Value will be
determined using the method established by the Committee.
10. PURCHASE OF STOCK
As of each Termination Date, the Committee will purchase from the
Company, for each Participant having funds in his Cash Account, the number of
whole and fractional shares of Stock that is the lesser of (i) the maximum
number of shares for which the Participant has been granted a right to
purchase for the Purchase Period; or (ii) the number of whole shares of Stock
determined by dividing the amount in his Cash Account by the purchase price
determined under Section 9(a).
11. STOCK ACCOUNTS
(a) Establishment of Accounts. As soon as practicable after each
Termination Date, the Company will deliver to a custodian selected by the
Committee (the "Custodian") a certificate or certificates representing the
total number of shares purchased by all Participants in the Purchase Period.
The Custodian will maintain a separate "Stock Account" for each Participant,
which will be credited with the number of shares of Stock purchased by the
Participant under the Plan.
(b) Withdrawals from Stock Accounts. A Participant may at any time
withdraw any shares of Stock credited to his Stock Account. As soon as
practicable after such request by a Participant, the Committee shall cause a
certificate representing such Shares to be delivered to the Participant.
(c) Rights as Shareholders. A Participant will have all of the
rights of a shareholder of the Company with respect to all of the shares of
Stock credited to his Stock Account, including the right to vote and receive
dividends on such Shares.
Page 15 of 22
<PAGE>
12. TERMINATION OF EMPLOYMENT
(a) Termination Other Than Due to Death, Disability, or Retirement.
If a Participant terminates employment with the Company and its Subsidiaries
during a Purchase Period for any reason other than death, disability, or
retirement, then the Participant's participation in the Plan will immediately
terminate and the balance of the Participant's Cash Account will be returned
to the Participant. For purposes of the Plan, a Participant who is on an
approved leave of absence shall not be considered to have terminated
employment until the 91st day of such leave of absence or such longer period
as the Participant's right to re-employment is guaranteed by law or contract.
(b) Termination Due to Death. If a Participant terminates
employment with the Company and its Subsidiaries during a Purchase Period due
to death, then, at the election of the Participant's beneficiary, the balance
of the Participant's Cash Account shall be (i) delivered to the beneficiary or
(ii) held in the Cash Account until the end of the Purchase Period and applied
to purchase Stock in accordance with Section 10.
(c) Termination due to Disability or Retirement. If a Participant
terminates employment with the Company and its Subsidiaries due to retirement
or disability no more than 3 months before the Termination Date for a Purchase
Period, then, at the Participant's election, the balance of the Participant's
Cash Account shall be (i) returned to the Participant, or (ii) held in the
Cash Account until the end of the Purchase Period and applied to purchase
Stock in accordance with Section 10. If a Participant terminates employment
more than 3 months before the Termination Date for a Purchase Period, then the
Participant's participation in the Plan will immediately terminate and the
balance of the Participant's Cash Account will be returned to the Participant.
13. DESIGNATION OF BENEFICIARY
In accordance with procedures established by the Committee, and
Participant may designate one or more beneficiaries to receive benefits in the
event of the Participant's death. If a Participant fails to properly
designate a beneficiary, the Participant's estate will be considered the
Participant's beneficiary for purposes of the Plan.
14. COMPLIANCE WITH SECURITIES LAWS
All shares of Stock issued under the Plan will be subject to such
restrictions as the Committee may deem advisable under any applicable federal
or state securities laws, and the Committee may cause a legend or legends
making reference to such restrictions to be placed on the certificates
representing such shares.
Page 16 of 22
<PAGE>
15. RIGHTS NOT TRANSFERABLE
Rights under the Plan are not transferable by a Participant other
than by will or the laws of descent and distribution and are exercisable
during his lifetime only by him.
16. ADJUSTMENT IN CASE OF CHANGES AFFECTING THE COMPANY'S STOCK
In the event of a subdivision or consolidation of outstanding shares
of Stock, or the payment of a stock dividend thereon, or in the event of any
"corporate transaction" as defined in Treasury Regulations Section
1.425-1(a)(1)(ii)(now relating to Code Section 424), the number of shares
reserved or authorized to be reserved under the Plan and the number and price
of such shares subject to purchase pursuant to rights outstanding hereunder,
and the number of shares credited to Participants' Stock Accounts, will be
adjusted in such manner as may be deemed necessary or equitable by the Board
to give proper effect to such event, subject to the limitations of Code
Section 424.
17. FOREIGN EMPLOYEES
The Committee may provide for such special terms for Participants who are
foreign nationals, or who are employed by the Company or a Subsidiary outside
of the United States of America, as the Committee may consider necessary or
appropriate to accommodate differences in local law, tax policy or custom.
Moreover, the Committee may approve such supplements to or amendments,
restatements, or alternative versions of, this Plan as it may consider
necessary or appropriate for such purposes without thereby affecting the terms
of this Plan as in effect for any other purpose; provided, however, that no
such supplements, amendments, restatements or alternative versions shall
include any provisions that are inconsistent with terms of this Plan, as then
in effect, unless this Plan could have been amended to eliminate such
inconsistency without further approval by the shareholders of the Company, or
which would cause the Plan to fail to meet the requirements of Section 423 of
the Code.
18. AMENDMENT OF THE PLAN
The Board may amend the Plan in any respect; provided, however,
that, any amendment (i) increasing the number of shares of Stock reserved
under the Plan (other than as provided in Section 16), or (ii) changing the
designated class of employees eligible to participate in the Plan as provided
in Section 4, must be approved, within 12 months of the adoption of such an
amendment, by the holders of a majority of the voting power of the outstanding
shares of Stock.
Page 17 of 22 Pages
<PAGE>
19. TERMINATION OF THE PLAN
The Plan and all rights of Employees hereunder will terminate:
(i) as of the Termination Date on which Participants purchase a
number of shares of Stock that substantially exhausts the number of shares
available for issuance under the Plan, to such an extent that the Committee
determines that no subsequent offerings are practicable; or
(ii) at any time upon action of the Board; provided, however, that
if the Plan is terminated during any Purchase Period, any amounts in a
Participant's Cash Account will be returned to the Participant.
20. EFFECTIVE DATE OF PLAN
The Plan will become effective as of the date the Plan is adopted by
the Board; provided, however, that if the Plan is not approved by the holders
of a majority of the voting power of the outstanding shares of Stock within 12
months from the date the Plan is adopted by the Board, the Plan will be
terminated and all amounts in Participants' Cash Accounts returned to them.
21. GOVERNMENT AND OTHER REGULATIONS
The Plan, and the grant and exercise of the rights to purchase
shares of the Stock hereunder, and the Company's obligation to sell and
deliver shares of Stock, will be subject to all applicable federal, state and
foreign laws, rules and regulations, and to such approvals by any regulatory
or government agency as may, in the opinion of counsel for the Company, be
required.
22. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they have as
directors or as members of the Committee, the members of the Committee will be
indemnified by the Company against reasonable expenses (including, without
limitation, attorneys' fees) actually and necessarily incurred in connection
with the defense of any action, suit or proceeding, or in connection with any
appeal, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any right
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved to the extent required by and in the
manner provided by the Bylaws of the Company relating to indemnification of
directors) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it will be
adjudged in such action,
Page 18 of 22 Pages
<PAGE>
suit or proceeding that such Committee member did not act in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the Company.
Page 19 of 22 Pages
<PAGE>
Exhibit 5
JONES, DAY, REAVIS & POGUE
3500 SunTrust Plaza
303 Peachtree Street
Atlanta, Georgia 30308
(404) 521-3939
December 19, 1997
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 1,500,000 shares of
Common Stock, $.05 par value per share, of the Company (the "Shares"), to be
issued by the Company in accordance with the HBO & Company 1998 Employee
Discount Stock Purchase Plan (the "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 Plan, 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 20 of 22 Pages
<PAGE>
Exhibit 15
Arthur Andersen LLP
LETTER REGARDING UNAUDITED
INTERIM FINANCIAL INFORMATION
We are aware that HBO & Company has incorporated by reference in this Form S-8
Registration Statement, its Form 10-Q's for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997 which include our reports dated April 16,
1997, July 16, 1997 and October 17, 1997, 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 Statement prepared or certified by our firm within
the meaning of Sections 7 and 11 of the Act.
Arthur Andersen LLP
Atlanta, Georgia
December 22, 1997
Page 21 of 22 Pages
<PAGE>
Exhibit 23(b)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 6, 1997 included or incorporated by reference in HBO & Company's Form
10-K for the year ended December 31, 1996.
Arthur Andersen LLP
Atlanta, Georgia
December 22, 1997
Page 22 of 22 Pages
