<PAGE>
As filed with the Securities and Exchange Commission on December 29, 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)
--------------------
HPR INC.
HPR 1995 ELIGIBLE DIRECTORS STOCK 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 10
Page 1 of 17 Pages
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Proposed maxi- Proposed maxi-
Title of securities Amount to be mum offering price mum aggregate Amount of
to be registered registered per share offering price registration fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.05 par value, and 19,200 $34.53167(1) $663,008(1) $196.00(2)
Preferred Share shares
Purchase 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 on
the actual weighted average exercise price.
(2) The registration fee of $196.00 is calculated by multiplying the product
of $34.53167, the weighted average exercise price per share, and 19,200, the
number of shares subjected to option, 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 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, 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.
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 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
Page 4 of 17 Pages
<PAGE>
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 to contain provisions
substantially similar to those contained in the amended Delaware General
Corporation Law.
Page 5 of 17 Pages
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
Item 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
Included in Part II of the Registration Statement:
4 HPR Inc. HPR 1995 Eligible Directors Stock 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 6 of 17 Pages
<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 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 29th 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 29, 1997
Charles W. McCall Officer (Principal Executive Officer)
/s/Jay P. Gilbertson
- ---------------------- President, Co-Chief Operating Officer, December 29, 1997
Jay P. Gilbertson Chief Financial Officer, Principal
Accounting Officer, Treasurer and
Secretary (Principal Financial Officer and
Principal Accounting Officer)
/s/Holcombe T. Green, Jr.
- ---------------------- Chairman of the Board of Directors December 29, 1997
Holcombe T. Green, Jr.
</TABLE>
Page 8 of 17 Pages
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Alfred C. Eckert III
- ---------------------- Director December 29, 1997
Alfred C. Eckert III
/s/Philip A. Incarnati
- ---------------------- Director December 29, 1997
Philip A. Incarnati
/s/Alton F. Irby III
- ---------------------- Director December 29, 1997
Alton F. Irby III
/s/Gerald E. Mayo
- ---------------------- Director December 29, 1997
Gerald E. Mayo
/s/James V. Napier
- ---------------------- Director December 29, 1997
James V. Napier
/s/Donald C. Wegmiller
- ---------------------- Director December 29, 1997
Donald C. Wegmiller
</TABLE>
Page 9 of 17 Pages
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
Included in Part II of the Registration Statement:
<S> <C> <C>
4 HPR Inc. HPR 1995 Eligible Directors Stock 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)
</TABLE>
Page 10 of 17 Pages
<PAGE>
EXHIBIT 4
As adopted 6/26/95 and amended 7/22/96,
effective 11/1/96
HPR INC.
HPR 1995 ELIGIBLE DIRECTORS STOCK PLAN
1. PURPOSE. The purpose of this plan (the "Plan") is to grant options
to purchase shares of the common stock, $.01 par value (the "Common Stock"),
of HPR Inc. (the "Company") to Eligible Directors (as defined in Section 5 of
the Plan) of the Company at market value on the date of grant. The Company
believes that the granting of such options (the "Options") will serve to
enhance the Company's ability to attract and retain the services of such
persons, to provide additional incentives to them and to encourage the
highest level of performance by them by offering them a proprietary interest
in the Company's success. The Company also believes that the Plan will
encourage directors to make greater equity investment in the Company, more
closely aligning the interests of the directors and the stockholders.
2. EFFECTIVE DATE. This Plan was adopted by the Board of Directors of
the Company (the "Board") on June 26, 1995 (the "effective date" of the Plan)
and approved by the stockholders on July 20, 1996 and amended July 22, 1996
to be effective November 1, 1996, subject to approval of such amendment by
the stockholders of the Company on or before July 22, 1997.
3. STOCK COVERED BY THE PLAN. Subject to the adjustment provided in
Section 8, the aggregate number of shares of Common Stock which may be issued
and sold pursuant to Options granted under the Plan shall not exceed 150,000
shares, which may be either authorized but unissued shares or treasury
shares. If any Option granted under the Plan shall terminate or expire
without being fully exercised, the shares which have not been purchased
thereunder will again become available for purposes of the Plan.
4. ADMINISTRATION. The Plan shall be administered by the Board of
Directors, whose construction and interpretation of the Plan's terms and
provisions shall be final and conclusive. The Board shall have the authority
to delegate to the Compensation Committee of the Board (the "Committee") the
authority to administer this Plan as set forth in this Section 4 and to
recommend that the Board grant Options. No members of the Board or the
Committee shall be held liable for any action or determination under the Plan
made in good faith with respect to the Plan or any Option granted thereunder.
5. APPROVAL BY BOARD OF DIRECTORS. Notwithstanding anything in this
Plan to the contrary, including without limitation the delegation of
authority to the Committee, all grants of Options under the Plan shall be
approved by the Board of Directors.
Page 11 of 17 Pages
<PAGE>
6. OPTION GRANTS. "Eligible Directors" shall mean directors of the
Company who are directors on the date of grant, and who are not employees of
the Company. All Options granted under the Plan shall be non-statutory stock
options which are not intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986 as amended (the "Code") and which are intended
to be taxed under Section 83 of the Code.
After June 30, 1996, each Eligible Director on the 30th day
following the date on which the first Annual Meeting of the Stockholders of
the Company (the "Annual Meeting") in which he is elected as a director is
held shall, upon approval by the Board of Directors, be granted an Option to
purchase 10,000 shares of Common Stock. After June 30, 1996, each Eligible
Director who is such on the 30th day following the date on which each
subsequent Annual Meeting is held during the term of the Plan shall on such
30th day, upon approval by the Board of Directors, be granted an Option to
purchase 4,000 shares of Common Stock. Each such Option is referred to
herein as a "Regular Option."
The date of grant of an Option to an Eligible Director under the
Plan shall be the applicable day referred to immediately above.
7. OPTION PRICE. The price per share at which each Regular Option
granted under the Plan to an Eligible Director may be exercised ("Regular
Option Price") shall be the Market Price of the Common Stock as determined by
the closing price of such Common Stock as reported on the Nasdaq National
Market for the relevant date (or, if such date is not a trading date or if no
trades took place on such date, then such closing price for the last previous
trading date or the last previous date on which a trade occurred, as the case
may be); provided that if the Common Stock is no longer traded on the Nasdaq
National Market on the relevant date, then the Market Price as of such date
shall be determined by the Committee.
In no event shall the Option Price per share for any Option under
the Plan be less than the par value per share.
8. TERMS AND CONDITIONS OF OPTIONS. Each Option granted under the Plan
shall be evidenced by and subject to the terms and conditions of an Option
Grant attached hereto as Exhibit A. Each Option Grant executed and delivered
to an Eligible Director shall contain the following terms and conditions:
a. EXERCISE OF OPTIONS. Each Option shall expire 10 years from
the date of grant of such Option.
b. PAYMENT. Each Eligible Director to whom an Option is granted
may exercise such Option from time to time, in whole or in part, during the
period that it is exercisable, by payment of the Option Price of each share
purchased, in cash, or by delivery to the Company of a number of shares of
Common Stock having an aggregate Market Price of not less than the product of
the Option Price multiplied by the number of shares the participant intends
to purchase upon exercise of the Option on the date of delivery.
Notwithstanding the
Page 12 of 17 Pages
<PAGE>
foregoing, the exercise price of an Option may not be paid by delivery to the
Company of shares of Common Stock to the extent that such delivery would
constitute a violation of the provisions of any law (including without
limitation Section 16 of the Act) or related regulation or rule.
c. TRANSFER RESTRICTIONS. The shares of Common Stock issued upon
exercise of an Option granted under this Plan will be acquired for investment
and not with a view to distribution thereof unless there shall be an
effective registration statement under the Securities Act of 1933, as amended
(the "1933 Act"), with respect thereto. In the event that the Company, upon
the advice of counsel, deems it necessary to list upon official notice of
issuance shares to be issued pursuant to the Plan on a national securities
exchange or to register under the 1933 Act or other applicable federal or
state statute any shares to be issued pursuant to the Plan, or to qualify any
such shares for exemption from the registration requirements of the 1933 Act
under the Rules and Regulations of the Securities and Exchange Commission or
for similar exemption under state law, then the Company shall notify each
Eligible Director to that effect and no shares of Common Stock subject to an
Option shall be issued until such registration, listing or exemption has been
obtained. The Company shall make prompt application for any such
registration, listing or exemption pursuant to federal or state law or rules
of such securities exchange which it deems necessary and shall make
reasonable efforts to cause such registration, listing or exemption to become
and remain effective. The shares of Common Stock issued on exercise of the
Option shall be subject to any restrictions on transfer then in effect
pursuant to the Certificate of Incorporation or By-laws of the Company.
d. NON-TRANSFERABILITY. No Option may be transferred by the
Optionee, other than by will or the laws of descent and distribution. An
Option can be exercised during such individual's lifetime only by him or her,
provided, however, that the Board may permit an Eligible Director to transfer
an Option if such transfer is made pursuant to uniformly applied criteria
established by the Board prior to such transfer.
e. TERMINATION OF DIRECTORSHIP. Nothing in this Plan or in any
Option Grant shall confer upon any Eligible Director the right to continue as
a director of the Company. An Eligible Director's right to participate in
the Plan shall automatically terminate if and when such Director becomes an
employee of the Company. Each Option shall terminate and may no longer be
exercised if the Eligible Director ceases to provide services to the Company
in accordance with the following provisions:
i. Options granted to an Eligible Director shall cease to be
exercisable 12 months after the date such Director ceases to
be a director for any reason other than death, but in no
event after the expiration of the Option.
ii. If an Eligible Director ceases to be a director on account
of his death, any option previously granted to him, whether
or not exercisable at the date of death, may be exercised by
his executor, administrator or the person of persons to whom
his rights under the option shall pass by will or the
applicable laws of descent and
Page 13 of 17 Pages
<PAGE>
distribution, at any time within 12 months after the date of
death, but in no event after the expiration of the option.
9. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS;
RECAPITALIZATIONS. The aggregate number and kind of shares reserved under the
Plan, the maximum number of shares as to which Options may be granted to any
individual and the Option Price per share shall be appropriately adjusted by
the Committee in the event of any recapitalization, stock split, stock
dividend, combination of shares, or other similar change in the
capitalization of the Company which occurs after the expiration date of the
Plan, but no adjustment in the Option Price shall be made which would reduce
the Option Price per share to less than the par value per share.
10. MERGER; SALE OF ASSETS. Prior to a dissolution, liquidation,
merger, consolidation, or reorganization of the Company (the "Event"), the
Committee may decide to terminate each outstanding Option. If the Committee
so decides, such Option shall terminate as of the effective date of the
Event, but the Committee shall suspend the exercise of all outstanding
Options a reasonable time prior to the Event, giving each Optionee not less
than fourteen days written notice of the date of suspension, prior to which
an Optionee may purchase in whole or in part the shares available to him as
of the date of receipt of the notice. If the Event is not consummated, the
suspension shall be removed and all Options shall continue in full force and
effect subject to the terms of their respective Option Grants.
11. TERMINATION OR AMENDMENT OF PLAN. The Committee may amend, suspend,
or terminate the Plan, including the form of Option Grant incorporated herein
by reference. No such action, however, may be taken without approval or
ratification by the stockholders if such approval or ratification is required
under Section 162(m) of the Code. No such action may, without the consent of
the holder of the Option, alter or impair any Option previously granted.
In any event, the Plan shall terminate 10 years from the date of
adoption by the Board of Directors, or if earlier, from the date of approval
by the stockholders. Any shares remaining under the Plan at the time of
termination which are not subject to outstanding Options and any shares which
thereafter become available because of the expiration or termination of an
Option shall cease to be reserved for purposes of the Plan.
Page 14 of 17 Pages
<PAGE>
Exhibit 5
JONES, DAY, REAVIS & POGUE
3500 SunTrust Plaza
303 Peachtree Street
Atlanta, Georgia 30308
(404) 521-3939
December 29, 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 19,200 shares of
Common Stock, $.05 par value per share, of the Company (the "Shares"), to be
issued by the Company in accordance with the HPR Inc. HPR 1995 Eligible
Directors Stock 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 15 of 17 Pages
<PAGE>
Exhibit 15
ARTHUR ANDERSEN LLP
LETTER REGARDING UNAUDITED
INTERIM FINANCIAL INFORMATION
We are aware that HBO & Company has incorporated by reference in 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 29, 1997
Page 16 of 17 Pages
<PAGE>
Exhibit 23(b)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, 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 29, 1997
Page 17 of 17 Pages
