<PAGE>
As filed with the Securities and Exchange Commission on June 17, 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)
--------------------
AMISYS MANAGED CARE SYSTEMS, INC.
DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
--------------------
Charles W. McCall
HBO & Company
301 Perimeter Center North
Atlanta, Georgia 30346
(Name and address of agent for service)
--------------------
(770) 393-6000
(Telephone number, including area code, of agent for service)
--------------------
WITH COPY TO:
Lisa A. Stater, Esq.
Jones, Day, Reavis & Pogue
3500 One Peachtree Center
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
(404) 521-3939
Exhibit Index Appears on Page 10
Page 1 of 21 Pages
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------
Proposed maxi- Proposed maxi-
Title of securities Amount to be mum offering mum aggregate Amount of
to be registered registered price per share offering price registration fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.05 par value, and
Preferred Share
Purchase Rights(3) 6,300 $65.7143(1) $414,000.09(1) $125.45(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 all shares are presently subject to options, the offering price is
based upon the actual weighted average exercise price.
(2) The registration fee of $125.45 is calculated by multiplying the
product of $65.7143, the weighted average exercise price per share, and
6,300, the number of shares subjected to option, by 1/33 of 1%.
(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 21 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 21 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
Page 4 of 21 Pages
<PAGE>
(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.
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
Page 5 of 21 Pages
<PAGE>
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.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
Exhibit
Number Description
- -------- -----------
Included in Part II of the Registration Statement:
4 AMISYS Managed Care Systems, Inc. Directors' Stock Option Plan
5 Opinion of Counsel re: legality
15 Letter re: unaudited interim financial information
23(a) Consent of Counsel (contained in Exhibit 5)
23(b) Consent of independent public accountants
24 Power of Attorney (included in signature page)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, as amended (the "1933 Act"), each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(b) Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
(c) The undersigned registrant undertakes to include any
material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Page 6 of 21 Pages
<PAGE>
(d) The undersigned registrant undertakes that, for the purpose
of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(e) The undersigned registrant undertakes to remove from
registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
Page 7 of 21 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
16th day of June, 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 June 16, 1997
Charles W. McCall Chief Executive Officer
(Principal Executive Officer)
/s/ Jay P. Gilbertson
- --------------------- Executive Vice President, Chief June 16, 1997
Jay P. Gilbertson 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 June 16, 1997
Holcombe T. Green, Jr. Directors
</TABLE>
Page 8 of 21 Pages
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Alfred C. Eckert III
- ------------------------ Director June 16, 1997
Alfred C. Eckert III
/s/ Philip A. Incarnati
- ----------------------- Director June 16, 1997
Philip A. Incarnati
/s/ Alton F. Irby III
- --------------------- Director June 16, 1997
Alton F. Irby III
/s/ Gerald E. Mayo
- ------------------ Director June 16, 1997
Gerald E. Mayo
/s/ James V. Napier
- ------------------- Director June 16, 1997
James V. Napier
/s/ Donald C. Wegmiller
- ----------------------- Director June 16, 1997
Donald C. Wegmiller
</TABLE>
Page 9 of 21 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
Included in Part II of the Registration Statement:
4 AMISYS Managed Care Systems, Inc. Directors' Stock Option Plan
5 Opinion of Counsel re: legality
15 Letter re: unaudited interim financial information
23(a) Consent of Counsel (contained in Exhibit 5)
23(b) Consent of independent public accountants
24 Power of Attorney (included in signature page)
Page 10 of 21 Pages
<PAGE>
AMISYS MANAGED CARE SYSTEMS, INC.
DIRECTORS' STOCK OPTION PLAN
AMISYS MANAGED CARE SYSTEMS, INC., a Delaware corporation (the
"Corporation"), sets forth herein the terms of the Directors' Stock Option
Plan (the "Plan") as follows:
1. PURPOSE
1.1 The Plan is intended to attract and retain the best possible members
of the Board and to provide additional incentives to those directors to
promote the success of the Corporation. The Plan provides Eligible Directors
an opportunity to purchase shares of the Stock pursuant to Options. Options
granted under the Plan shall not constitute "incentive stock options" within
the meaning of Section 422 of the Code.
1.2 The Plan is intended to constitute a "formula plan," and Eligible
Directors are intended to qualify as "disinterested administrators" of other
plans maintained by the Corporation, for purposes of Rule 16b-3 under the
Exchange Act.
2. DEFINITIONS
For purposes of interpreting the Plan and related documents (including
Stock Option Agreements), the following definitions shall apply:
2.1 "Additional Option" means any Option other than an Initial Option.
2.2 "Administrator" means the Chief Financial Officer of the Corporation
or such other person as is appointed by the Board to serve as Administrator.
2.3 "Board" means the board of directors of the Corporation.
2.4 "Code" means the Internal Revenue Code of 1986, as amended.
2.5 "Commencement of Service" means the date of election of the Eligible
Director to his or her first term as a Director.
2.6 "Corporation" means Amisys Managed Care Systems, Inc., a Delaware
corporation.
2.7 "Effective Date" means the date of adoption of the Plan by the Board.
2.8 "Eligible Director" means a member of the Board who is not an
officer or employee of the Corporation or any of its subsidiaries.
2.9 "Exchange Act" means the Securities Exchange Act of 1934, as now in
effect or hereafter amended.
2.10 "Exercise Price" means the Option Price multiplied by the number of
shares of Stock purchased pursuant to exercise of an Option.
2.11 "Expiration Date" means the tenth anniversary of the Grant Date or,
if earlier, the termination of the Option pursuant to Section 4.2(c) hereof.
Page 11 of 21 Pages
<PAGE>
2.12 "Fair Market Value" means the value of each share of Stock subject
to the Plan determined as follows: If on the Grant Date or other
determination date the Stock is listed on an established national or regional
stock exchange, is admitted to quotation on the National Association of
Securities Dealers Automated Quotation System, or otherwise is publicly
traded on an established securities market, the Fair Market Value of the
Stock shall be the closing price of the Stock on such exchange or in such
market (the highest such closing price if there is more than one such
exchange or market) on the Grant Date or other determination date (or, if
there is no such reported closing price, the Fair Market Value shall be the
mean between the highest bid and lowest asked prices or between the high and
low sale prices on such trading day), or, if no sale of the Stock is reported
for such trading day, on the next preceding day on which any sale shall have
been reported. If the Stock is not listed on such an exchange, quoted on
such system or traded on such a market, Fair Market Value shall be determined
by the Administrator in good faith.
2.13 "Grant Date" means the date on which an Option grant takes effect
pursuant to Section 7 hereof.
2.14 "Initial Option" means an Option received by an Eligible Director
as of such Eligible Director's Commencement of Service.
2.15 "Option" means any option to purchase one or more shares of Stock
pursuant to the Plan, including both Initial Options and Additional Options.
2.16 "Optionee" means an Eligible Director who holds an Option.
2.17 "Option Period" means the period during which Options may be
exercised as defined in Section 9 hereof.
2.18 "Option Price" means the purchase price for each share of Stock
subject to an Option.
2.19 "Securities Act" means the Securities Act of 1933, as now in effect
or as hereafter amended.
2.20 "Stock" means the Common Stock, par value $0.001 per share, of the
Corporation.
2.21 "Stock Option Agreement" means the written agreement evidencing the
grant of an Option hereunder.
3. ADMINISTRATION
The Plan shall be administered by the Administrator. The
Administrator's responsibilities under the Plan shall be limited to taking
all legal actions necessary to document the Options provided herein, to
maintain appropriate records and reports regarding those Options, and to take
all acts authorized or required by the Plan.
4. STOCK SUBJECT TO THE PLAN
4.1 Options to purchase not more than 300,000 shares of the Stock may be
granted under the Plan. If any Option expires, terminates or is terminated
or canceled for any reason before it is exercised in full, the shares of
Stock that were subject to the unexercised portion of the Option shall be
available for future Options granted under the Plan.
4.2 4.2.1 If the outstanding shares of Stock are increased or decreased
or changed into or exchanged for a different number or kind of shares or
other securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend or other distribution payable on capital stock, or other
increase or decrease in such shares effected without receipt of consideration
Page 12 of 21 Pages
<PAGE>
by the Corporation, occurring after the Effective Date, the number and kinds
of shares for the purchase of which Options may be granted under the Plan
shall be adjusted proportionately and accordingly by the Corporation. In
addition, the number and kind of shares for which Options are outstanding
shall be adjusted proportionately and accordingly so that the proportionate
interest of the holder of the Option immediately following such event shall,
to the extent practicable, be the same as immediately prior to such event.
Any such adjustment in outstanding Options shall not change the aggregate
Option Price payable with respect to shares subject to the unexercised
portion of the Option outstanding but shall include a corresponding
proportionate adjustment in the Option Price per share.
4.2.2 Subject to Section 4.2(c) hereof, if the Corporation
shall be the surviving corporation in any reorganization, merger or
consolidation of the Corporation with one or more other corporations, any
Option theretofore granted pursuant to the Plan shall pertain to and apply to
the securities to which a holder of the number of shares of Stock subject to
such Option would have been entitled immediately following such
reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate Option Price
thereafter shall be the same as the aggregate Option Price of the shares
remaining subject to the Option immediately prior to such reorganization,
merger or consolidation.
4.2.3 Upon the dissolution or liquidation of the Corporation,
or upon a merger, consolidation or reorganization of the Corporation with one
or more other corporations in which the Corporation is not the surviving
corporation) approved by the Board which results in any person or entity
owning 80 percent or more of the combined voting power of all classes of
stock of the Corporation, the Plan and all Options outstanding hereunder
shall terminate, except to the extent provision is made in writing in
connection with such transaction for the continuation of the Plan, the
assumption of the Options theretofore granted, or for the substitution for
such Options of new options covering the stock of a successor corporation, or
a parent or subsidiary thereof, with appropriate adjustments as to the number
and kinds of shares and exercise prices, in which event the Plan (if
applicable) and Options theretofore granted shall continue in the manner and
under the terms so provided. In the event of any such termination of the
Plan and Options, each individual holding an Option shall have the right
immediately prior to the occurrence of such termination and during such
period occurring prior to such termination as the Board in its sole
discretion shall determine and designate, to exercise such Option to the
extent that such Option was otherwise exercisable at the time such
termination occurs. The Administrator shall send written notice of an event
that will result in such a termination to all individuals who hold Options
not later than the time at which the Corporation gives notice thereof to its
stockholders.
4.2.4 Adjustments under this Section 4.2 related to stock or
securities of the Corporation shall be made by the Administrator, whose
determination in that respect shall be final and conclusive. No fractional
shares of Stock or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall
be eliminated in each case by rounding downward to the nearest whole share or
unit.
4.2.5 The grant of an Option pursuant to the Plan shall not
affect or limit in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to
sell or transfer all of any part of its business or assets.
5. ELIGIBILITY
Eligibility under the Plan is limited to Eligible Directors.
6. OPTION PRICE
Page 13 of 21 Pages
<PAGE>
The Option Price of the Stock covered by each Option granted under the
Plan shall be the greater of the Fair Market Value or the par value of such
Stock on the Grant Date. The Option Price shall be subject to adjustment as
provided in Section 4.2 hereof.
7. NUMBER OF SHARES AND GRANT DATES
Each Eligible Director whose Commencement of Service is before the
Effective Date and who is an Eligible Director on the Effective Date shall be
granted an Initial Option to purchase 3,000 shares of stock as of the
Effective Date. Each Eligible Director whose Commencement of Service is
after the Effective Date shall be granted an Initial Option to purchase 3,000
shares of Stock as of the date of the Eligible Director's Commencement of
Service. Each Eligible Director also shall be granted an Additional Option
to purchase 3,000 shares of Stock immediately after each subsequent annual
meeting of the Corporation's stockholders if the Eligible Director continues
to be an Eligible Director at such time.
8. VESTING OF OPTIONS
8.1 The Optionee may exercise the Option (subject to the limitations on
exercise set forth in this Plan or in the Option Agreement relating to such
Option), at any time on or after six months after the Grant Date of the
Option, as set forth in Section 7 above, and prior to the termination of the
Option, provided, that no single exercise of the Option shall be for less
than 100 shares, unless the number of shares purchased is the total number at
the time available for purchase under this Option.
8.2 In the event of a Change of Control, all non-vested Options
outstanding under the Plan shall immediately vest. A "Change in Control"
shall be deemed to have occurred if (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), becomes, after the date hereof, the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing twenty percent (20%) or more of
the combined voting power of the Corporation's then outstanding securities;
(ii) during any two (2) year period, individuals who at the beginning of such
period constitute the Board, including for this purpose any new director
whose election resulted from a vacancy on the Board caused by the mandatory
retirement, death, or disability of a director and was approved by a vote of
at least two-thirds (2/3rds) of the directors then still in office who were
directors at the beginning of the period, ceases for any reason to constitute
a majority thereof; (iii) the Corporation consummates a merger or
consolidation of the Corporation with or into another corporation, the result
of which is that the stockholders of the Corporation at the time of the
execution of the agreement to merge or consolidate own less than eighty
percent (80%) of the total equity of the corporation surviving or resulting
from the merger or consolidation or of a corporation owning, directly or
indirectly, one hundred percent (100%) of the total equity of such surviving
or resulting corporation; or (iv) the sale in one or a series of transactions
of all or substantially all of the assets of the Corporation; (v) any person
has commenced a tender or exchange offer, or entered into an agreement or
received an option to acquire beneficial ownership of twenty percent (20%) or
more of the total number of voting shares of the Corporation unless the Board
has made a determination that such action does not constitute and will not
constitute a change in the persons in control of the Corporation.
9. OPTION PERIOD
An Option shall be exercisable only during the Option Period. The
Option Period shall commence six months after the Grant Date and shall end at
the close of business on the Expiration Date.
10. TIMING AND METHOD OF EXERCISE
Subject to Sections 8 and 9 hereof, an Option that is exercisable
hereunder may be exercised by delivery to the Corporation on any business
day, at its principal office addressed to the attention of the Committee, of
written notice of exercise, which notice shall specify the number of shares
Page 14 of 21 Pages
<PAGE>
for which the Option is being exercised, and shall be accompanied by payment
in full of the Option Price of the shares for which the Option is being
exercised. Payment of the Option Price for the shares of Stock purchased
pursuant to the exercise of an Option shall be made (a) in cash or by check
payable to the order of the Corporation; (b) through the tender to the
Corporation of shares of Stock, which shares shall be valued, for purposes of
determining the extent to which the Option Price has been paid thereby, at
their Fair Market Value on the date of exercise, or (c) by a combination of
the methods described in (a) and (b) hereof. Payment in full of the Option
Price need not accompany the written notice of exercise provided the notice
directs that the Stock certificate or certificates for the shares for which
the Option is exercised be delivered to a licensed broker acceptable to the
Corporation as the agent for the individual exercising the Option and, at the
time such Stock certificate or certificates are delivered, the broker tenders
to the Corporation cash (or cash equivalents acceptable to the Corporation)
equal to the Option Price plus the amount (if any) of federal and/or other
taxes which the Corporation may, in its judgment, be required to withhold
with respect to the exercise of the Option. An attempt to exercise any
Option granted hereunder other than as set forth above shall be invalid and
of no force and effect. Promptly after the exercise of an Option and the
payment in full of the Option Price of the shares of Stock covered thereby,
the individual exercising the Option shall be entitled to the issuance of a
Stock certificate or certificates evidencing such individual's ownership of
such shares.
11. SERVICE TERMINATION
Any Option granted to an Optionee pursuant to the Plan shall terminate
twelve months after the termination of service (a "Service Termination") of
the Optionee in all capacities as an employee and/or director of the
Corporation and all of its affiliates companies, other than by reason of the
death or permanent and total disability of such Optionee, and such Optionee
shall have no further right to purchase shares of Stock pursuant to such
Option.
12. RIGHTS IN THE EVENT OF DEATH OR DISABILITY
12.1 If an Optionee dies while in the service as a director of the
Corporation, the executors or administrators or legatees or distributees of
such Optionee's estate shall have the right (subject to the general
limitations on exercise set forth in Sections 9 above), at any time within
one year after the date of such Optionee's death and prior to termination of
the Option pursuant to Sections 9 above, to exercise any Option held by such
Optionee at the date of such Optionee's death, whether or not such Option was
exercisable immediately prior to such Optionee's death.
12.2 If there is a Service Termination by reason of the permanent and
total disability of the Optionee, then such Optionee shall have the right
(subject to the general limitations on exercise set forth in Section 9
above), at any time within one year after such Service Termination and prior
to termination of the Option pursuant to Section 9 above, to exercise, in
whole or in part, any Option held by such Optionee at the date of such
Service Termination, whether or not such Option was exercisable immediately
prior to such Service Termination. Whether a Service Termination is to be
considered by reason of permanent and total disability for purposes of this
Plan shall be determined by the Board, which determination shall be final and
conclusive.
13. NO STOCKHOLDER RIGHTS UNDER OPTION
Neither an Optionee nor any person entitled to exercise an Optionee's
rights in the event of an Optionee's death shall have any of the rights of a
stockholder with respect to the shares of Stock subject to an Option except
to the extent the certificates for such shares shall have been issued upon
the exercise of the Option.
Page 15 of 21 Pages
<PAGE>
14. CONTINUATION OF SERVICE
Nothing in the Plan shall confer upon any person any right to continue
as a member of the Board or interfere in any way with the right of the
Corporation to terminate such relationship.
15. STOCK OPTION AGREEMENT
Each Option granted pursuant to the Plan shall be evidenced by a written
Stock Option Agreement notifying the Optionee of the grant and incorporating
the terms of the Plan. The Stock Option Agreement shall be executed by the
Corporation and the Optionee.
16. WITHHOLDING
The Corporation shall have the right to withhold, or require an Optionee
to remit to the Corporation, an amount sufficient to satisfy any applicable
federal, state or local withholding tax requirements imposed with respect to
exercise of Options. To the extent permissible under applicable tax,
securities and other laws, the Optionee may satisfy a tax withholding
requirement by directing the Corporation to apply shares of Stock to which
the Optionee is entitled as a result of the exercise of an Option to satisfy
withholding requirements under this Section 16.
17. NON-TRANSFERABILITY OF OPTIONS
Each Option granted pursuant to the Plan shall, during Optionee's
lifetime, be exercisable only by Optionee, and neither the Option nor any
right thereunder shall be transferable by the Optionee by operation of law or
otherwise other than by will or the laws of descent and distribution, and
shall not be pledged or hypothecated (by operation of law or otherwise) or
subject to execution, attachment or similar processes.
18. USE OF PROCEEDS
The proceeds received by the Corporation from the sale of Stock pursuant
to Options granted under the Plan shall constitute general funds of the
Corporation.
19. ADOPTION, AMENDMENT, SUSPENSION AND TERMINATION
19.1 The Plan shall be effective as of the date of adoption by the
Board, subject to stockholders' approval of the Plan within one year of the
Effective Date by a majority of the votes cast at a duly held meeting of the
stockholders of the Corporation at which a quorum representing a majority of
all outstanding stock is present, either in person or by proxy, and voting on
the matter, or by written consent in accordance with applicable state law and
the Certificate of Incorporation and Bylaws of the Corporation and in a
manner that satisfies the requirements of Rule 16b-3(b) of the Exchange Act;
provided, however, that upon approval of the Plan by the stockholders of the
Corporation, all Options granted under the Plan on or after the Effective
Date shall be fully effective as if the stockholders of the Corporation had
approved the Plan on the Effective Date. If the stockholders fail to approve
the Plan within one year of the Effective Date, any Options granted hereunder
shall by null, void and of no effect.
19.2 Subject to the limitation of Section 19.4 hereof, the Board may at
any time suspend or terminate the Plan, and may amend it from time to time in
such respects as the Board may deem advisable, which approval may be made
subject to approval by the Corporation's stockholders.
19.3 No Options may be granted during any suspension or after the
termination of the Plan, and no amendment, suspension or termination of the
Page 16 of 21 Pages
<PAGE>
Plan shall, without the Optionee's consent, alter or impair any rights or
obligations under any Stock Option Agreement previously terminated pursuant
to Section 4.2 hereof or by the Board pursuant to this Section 19.
19.4 Notwithstanding the provisions of Section 19.2 hereof, the Plan
shall not be amended more than once in any six-month period other than to
comport with changes in the Code, the Employee Retirement Income Security Act
of 1974, or the rules promulgated thereunder.
20. SECURITIES LAWS
20.1 The Corporation shall not be required to sell or issue any shares
of Stock under any Option if the sale or issuance of such shares would
constitute a violation by the individual exercising the Option or the
Corporation of any provisions of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws
or regulations. Specifically in connection with the Securities Act, upon
exercise of any Option, unless a registration statement under the Securities
Act is in effect with respect to the shares of Stock covered by such Option,
the Corporation shall not be required to sell or issue such shares unless the
Administrator has received evidence satisfactory to the Administrator that
the holder of such Option may acquire such shares pursuant to an exemption
from registration under the Securities Act. Any determination in this
connection by the Administrator shall be final and conclusive. The
Corporation may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act. The Corporation
shall not be obligated to take any affirmative action in order to cause the
exercise of an Option or the issuance of shares pursuant thereto to comply
with any law or regulation of any governmental authority. As to any
jurisdiction that expressly imposes the requirement that an Option shall not
be exercisable unless and until the shares of Stock covered by such Option
are registered or are subject to an available exemption from registration,
the exercise of such Option (under the circumstances in which the laws of
such jurisdiction apply) shall be deemed conditioned upon the effectiveness
of such registration or the availability of such an exemption.
20.2 The intent of the Plan is to qualify for the exemption provided by
Rule 16b-3 under the Exchange Act. To the extent any provision of the Plan
does not comply with the requirements of Rule 16b-3, it shall be deemed
inoperative and shall not affect the validity of the Plan. In the event Rule
16b-3 is revised or replaced, the Board of Directors may exercise discretion
to modify the Plan in any respect necessary to satisfy the requirements of
the revised exemption or its replacement.
21. INDEMNIFICATION
21.1 To the extent permitted by applicable law, the Administrator shall
be indemnified and held harmless by the Corporation against and from any and
all loss, cost, liability or expense that may be imposed upon or reasonably
incurred by the Administrator in connection with or resulting from any claim,
action, suit or proceeding to which the Administrator may be a party or in
which the Administrator may be involved by reason of any action taken or
failure to act, under the Plan, and against and from any and all amounts paid
by the Administrator (with the Corporation's written approval) in the
settlement thereof, or paid by the Administrator in satisfaction of a
judgment in any such action, suit or proceeding except a judgment in favor of
the Corporation; subject, however, to the conditions that upon the
institution of any claim, action, suit or proceeding against the
Administrator, the Administrator shall give the Corporation an opportunity in
writing, at its own expense, to handle and defend the same before the
Administrator undertakes to handle and defend it on the Administrator's own
behalf. The foregoing right of indemnification shall not be exclusive of any
other right to which such person may be entitled as a matter of law or
otherwise, or any power the Corporation may have to indemnify the
Administrator or hold the Administrator harmless.
21.2 The Administrator and each officer and employee of the Corporation
shall be fully justified in reasonably relying or acting upon any information
furnished in connection with the administration of the Plan by the
Corporation or any employee of the Corporation. In no event shall any person
Page 17 of 21 Pages
<PAGE>
who is or shall have been the Administrator, or an officer or employee of the
corporation, be liable for any determination made or other action taken or
any omission, to act in reliance upon any such information, or for any action
(including furnishing of information) taken or any failure to set, if in good
faith.
22. GOVERNING LAW
The validity, interpretation and effect of the Plan, and the rights of
all persons hereunder, shall be governed by and determined in accordance with
the laws of Delaware, other than the choice of law rules thereof.
Page 18 of 21 Pages
<PAGE>
Exhibit 5
June 16, 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 6,300 shares of
Common Stock, $.05 par value per share, of the Company (the "Shares"), to be
issued by the Company in accordance with the AMISYS Managed Care Systems, Inc.
Directors' Stock Option 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 19 of 21 Pages
<PAGE>
Exhibit 15
ARTHUR ANDERSEN LLP
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 AMISYS Managed Care Systems, Inc. Directors'
Stock Option Plan, its Form 10-Q for the quarter ended March 31, 1997 which
includes our report dated April 16, 1997, 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 Statement prepared or certified by our firm within
the meaning of Sections 7 and 11 of the Act.
Arthur Andersen LLP
Atlanta, Georgia
June 12, 1997
Page 20 of 21
<PAGE>
ARTHUR ANDERSEN LLP
Exhibit 23(b)
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
June 12, 1997
Page 21 of 21
