<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.
1994 EQUITY INCENTIVE 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 23 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 505,289 $17.3972(1) $8,790,613.79(1) $2,663.82(2)
Preferred Share ------- -------- ------------- ---------
Purchase Rights(3) 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 $2,663.82 is calculated by multiplying the
product of $17.3972, the weighted average exercise price per share, and
505,289, 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 23 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 23 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
Page 4 of 23 Pages
<PAGE>
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 could not be eliminated or limited in this manner. The
Company's Certificate of Incorporation has been amended
Page 5 of 23 Pages
<PAGE>
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. 1994 Equity Incentive 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 23 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 23 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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles W. McCall
- -------------------------- Director, President and Chief Executive June 16, 1997
Charles W. McCall 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 Directors June 16, 1997
Holcombe T. Green, Jr.
</TABLE>
Page 8 of 23 Pages
<PAGE>
<TABLE>
<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 23 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------- ----------- ------
Included in Part II of the Registration Statement:
4 AMISYS Managed Care Systems, Inc. 1994 Equity Incentive 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 23 Pages
<PAGE>
EXHIBIT 4
AMISYS MANAGED CARE SYSTEMS, INC.
1994 EQUITY INCENTIVE PLAN
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS
The name of the plan is the AMISYS Managed Care Systems, Inc.
1994 Equity Incentive Plan (the "Plan"). The purpose of the Plan, as amended in
1995, is to encourage and enable the officers, consultants and other key
employees of AMISYS Managed Care Systems, Inc. (the "Company") upon whose
judgment, initiative and efforts the Company largely depends for the successful
conduct of its business to acquire a proprietary interest in the Company. It is
anticipated that providing such persons with a direct stake in the Company's
welfare will assure a closer identification of their interests with those of the
Company, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company.
The following terms shall be defined as set forth below:
"Award" or "Awards" except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards and Performance
Share Awards.
"Board" means the Board of the Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
"Committee" means the Stock Option Committee which may, in the discretion
of the Board, be the Compensation Committee of the Board. The Committee must
consist of no fewer than two members of such board and shall be appointed by
such board, or such other committee as the Board of Directors of the Company
shall Designate.
"Disability" means an employee's inability to perform his normal required
services for the Company and its Subsidiaries for a period of six consecutive
months by reason of the employee's mental or physical disability, as determined
by the Board in good faith in its sole discretion.
"Effective Date" a means the date on which the Plan is approved by
stockholders as set forth in Section 15.
"Exchange Act" means the Securities Exchange Act of 1934, as now in effect
or as hereafter amended.
"Fair Market Value" on any given date means fair market value, as
determined by the Board in good faith in its sole discretion.
"Incentive Stock Option" means any Stock Option designated and qualified us
an "incentive stock option" as defined in Section 422 of the Code.
"Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
"Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.
Page 11 of 23 Pages
<PAGE>
"Performance Share Award" means Awards granted pursuant to Section 8.
"Restricted Stock Award" means Awards granted pursuant to Section 6.
"Registration Date" means the date on which the Company first registers a
class of equity securities under Section 12 of the Exchange Act.
"Stock" means the Class B Common Stock, par value $0.001 per share, of the
Company, subject to adjustments pursuant to Section 3.
"Subsidiary" means any corporation or other entity (other than the Company)
in any unbroken chain of corporations or other entities, beginning with the
Company if each of the corporations or entities (other than the last corporation
or entity in the unbroken chain) owns stock or other interests possessing 50% or
more of the economic interest or the total combined voting power of all classes
of stock or other interests in one of the other corporations or entities in the
chain.
"Unrestricted Stock Award" means Awards granted pursuant to Section 7.
Section 2. ADMINISTRATION OF PLAN: BOARD AUTHORITY TO
SELECT PARTICIPANTS AND DETERMINE AWARDS
(a) Board. The Plan shall be administered by the Board which shall
have the full power and authority to take all actions and to make all
determinations required or provided for under the Plan or any Award granted or
agreement entered into hereunder and all such other actions and determinations
not inconsistent with the specific terms and provisions of the Plan deemed by
the Board to be necessary or appropriate to the administration of the Plan or
any Award granted or agreement entered into hereunder. The interpretation and
construction by the Board of any provision of the Plan or of any Award granted
or agreement entered into hereunder shall be final and conclusive.
(b) Committee. The Board, in its sole discretion may delegate to the
Committee such powers and authorities related to the administration of the Plan
as the Board shall determine, consistent with the Certificate of Incorporation
and Bylaws of the Company and applicable law. In the event that the Plan or any
Award granted or agreement entered into hereunder provides for any action to be
taken by or determination to be made by the Board, such action may be taken by
or such determination may be made by the Committee if the power and authority to
do so has been delegated to the Committee by the Board as provided for in this
Section 2(b). Unless otherwise expressly determined by the Board, any such
action or determination by the Committee shall be final and conclusive.
(c) No Liability. No member of the Board or of the Committee shall be
liable for any action or determination made. or any failure to take or make an
action or determination in Wood faith with respect to the Plan or any Award
granted or agreement entered into hereunder.
SECTION 3. STOCK ISSUABLE UNDER THE PLAN;
RECAPITALIZATION; MERGERS; SUBSTITUTE AWARDS
(a) Stock Issuable. The maximum number of shares of Stock reserved
and available for issuance under the Plan shall be 1,350,000 shares. For
purposes of the foregoing limitations, the shares of Stock underlying any Awards
which are forfeited, cancelled, reacquired by the Company, satisfied without the
issuance of Stock or otherwise terminated (other than by exercise) shall be
added back to the shares of Stock available for issuance under the Plan so long
as the participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying shares of Stock to which the Award
related. The shares available for issuance under the Plan may be authorized but
unissued shares of Stock or shares of Stock reacquired by the Company.
Page 12 of 23 Pages
<PAGE>
(b) Recapitalizations. If, through or as a result of any merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, the outstanding shares of
Stock are increased or decreased or are exchanged for a different number or kind
of shares or other securities of the Company, or additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities, the Board
shall make an appropriate or proportionate adjustment in (i) the maximum number
and kind of shares reserved for issuance under the Plan and in the form of
Restricted Stock Awards, Unrestricted Stock Awards or Performance Share Awards,
(ii) the maximum number of Stock Options that can be granted to any one
individual participant, (iii) the number and kind of shares or other securities
subject to any then outstanding Awards under the Plan, and (iv) the price for
each share subject to any then outstanding Stock Options under the Plan, without
changing the aggregate exercise price as to which such Stock Options remain
exercisable. The adjustment by the Board shall be final, binding and
conclusive. No fractional shares of Stock shall be issued under the Plan
resulting from any such adjustment, but the Board in its discretion may make a
cash payment in lieu of fractional shares.
(c) Mergers. In the event a consolidation or merger or sale of all
or substantially all of the assets of the Company in which outstanding shares of
Stock are exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation of the Company,
(i) vesting and exercisability of all unvested and unexercisable Awards shall be
accelerated as to fifty percent (50%) of the amount of the Award not then vested
or exercisable and (ii) the Board, or the board of directors of any corporation
assuming the obligations of the Company, may, in its discretion, take any one or
more of the following actions, as to outstanding Stock Options: (x) provide that
such Stock Options shall be assumed, or equivalent options shall be substituted,
by the acquiring or succeeding corporation (or an affiliate thereof), (y) upon
written notice to the optionees, provide that all unexercised Stock Options will
terminate immediately prior to the consummation of such transaction unless
exercised by the optionee within a specified period following the date of such
notice, and/or (z) in the event of a business combination under the terms of
which holders of the Stock of the Company will receive upon consummation thereof
a payment for each share surrendered in the business combination (the "Merger
Price"), make or provide for a cash payment to the optionees equal to the
difference -- between (A) the Merger Price times the number of shares of Stock
subject to such outstanding Stock Options (to the extent then exercisable at
prices not in excess of the Merger Price) and (B) the aggregate exercise price
of all such outstanding options in exchange for the termination of such options.
(d) Substitute Awards. The Board may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing corporation. The Board may direct that the
substitute awards be granted on such terms and conditions as the Board considers
appropriate in the circumstances.
SECTION 4. ELIGIBILITY
Participants in the Plan will be such full or part-time officers,
employees or consultants of the Company and its Subsidiaries who are responsible
for or contribute to the management, growth or profitability of the Company and
its Subsidiaries and who are selected from time to time by the Board, in its
sole discretion.
SECTION 5. STOCK OPTIONS
(a) General. Any Stock Option granted under the Plan shall be in
such form as the Board may from time to time approve. Stock Options granted
under the Plan may be either Incentive Stock Options or Non-Qualified Stock
Options. To the extent that any Option does not qualify as an Incentive
Page 13 of 23 Pages
<PAGE>
Stock Option, it shall constitute a Non-Qualified Stock Option. No Incentive
Stock Option shall be granted under the Plan after May 27, 2004.
(b) Stock Options Granted to Eligible Participants. The Board in its
discretion may grant Stock Options to eligible officers, employees or
consultants of the Company or any Subsidiary. Stock Options granted to
directors, officers, employees or consultants pursuant to this Section 5(b)
shall be subject to the following terms and conditions, and shall contain such
additional terms and conditions not inconsistent with the terms of the Plan, as
the Board shall deem desirable:
(i) Exercise Price. The exercise price per share for the Stock
covered by a Stock Option granted pursuant to this Section 5(b) shall
be determined by the Board at the time of grant but shall not be less
than 100% of the Fair Market Value on the date of grant. If an
employee owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Company or any
Subsidiary or parent corporation and an Incentive Stock Option is
granted to such employee, the option price of such Incentive Stock
Option shall be not less than 110% of the Fair Market Value on the
grant date.
(ii) Option Term. The term of each Stock Option shall be fixed
by the Board, but no Incentive Stock Option shall be exercisable more
than ten years after the date the option is granted. If an employee
owns or is deemed to own (by reason of the attribution rules of
Section 424(d) of the Code) more than 10% of the combined voting power
of all classes of stock of the Company or any Subsidiary or parent
corporation and an Incentive Stock Option is granted to such employee,
the term of such option shall be no more than five years from the date
of grant.
(iii) Exercisable Rights of a Stockholder. Stock Options shall
become vested and exercisable at such time or times, whether or not in
installments, as shall be determined by the Board at or after the
grant date the Board may at any time accelerate the exercisability of
all or any portion of any Stock Option. An optionee shall have the
rights of a stockholder only as to shares acquired upon the exercise
of a Stock Option and not as to unexercised Stock Options.
(iv) Method of Exercise. Stock Options may be exercised in
whole or in part, by giving written notice of exercise to the Company,
specifying the number of shares to be purchased. Payment of the
purchase price may be made by one or more of the following methods:
(A) In cash, by certified or bank check or other instrument
acceptable to the Board;
(B) In the form of shares of Stock that are not then
subject to restrictions under any Company plan and that have been
held by the optionee for at least six months, if permitted by the
Board in its discretion. Such surrendered shares shall be valued
at Fair Market Value on the exercise date; or
(C) By the optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions
to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the purchase price:
provided that in the event the optionee chooses to pay the
purchase price as so provided, the optionee and the broker shall
comply with such procedures and enter into such agreements of
indemnity and other agreements as the Board shall prescribe as a
condition of such payment procedure.
Page 14 of 23 Pages
<PAGE>
Payment instruments will be received subject to collection. The delivery of
certificates representing the shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his stead in accordance with the provisions of the Stock
Option) by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Stock Option or
applicable provisions of laws.
(v) Vesting of Stock Options. Stock options shall vest in
accordance with vesting schedule adopted by the Board in connection
with the issuance of such Stock Options.
(vi) Non-transferability of Options. Except as otherwise
permitted by the Board, no Stock Option shall be transferable by the
optionee otherwise than by will or by the laws of descent and
distribution and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee.
(vii) Termination by Reason of Death. Any Stock Option held
by an optionee whose employment by the Company and its Subsidiaries is
terminated by reason of death may thereafter be exercised by the legal
representative or legatee of the optionee, for a period or six months
(or such longer period as the Board shall specify at any time) from
the date of death, or until the expiration of the stated term of the
Option, if earlier.
(viii) Termination by Reason of Disability.
(A) Any Stock Option held by an optionee whose employment
by the Company and its Subsidiaries is terminated by reason of
Disability shall became fully exercisable and may thereafter be
exercised, for a period of six months (or such longer period as
the Board shall specify at any time) from the date of such
termination of employment, or until the expiration of the stated
term of the Option, if earlier.
(B) The Board shall have sole authority and discretion to
determine whether a participant's employment has been terminated
by reason of Disability.
(C) Except as otherwise provided by the Board at any time,
the death of an Optionee during the period provided in this
Section 5(b)(vii) for the exercise of a Stock Option shall extend
such period for six months from the date of death, subject to
termination on the expiration of the stated term of the Option,
if earlier.
(ix) Other Termination. Unless otherwise determined by the
Board, if an optionee's employment by the Company and its Subsidiaries
terminates for any reason other than death or Disability, any Stock
Option held by such optionee may thereafter be exercised, to the
extent it was exercisable on the date of termination of employment,
for three months (or such longer period as the Board shall specify at
any time) from the date of termination of employment or until the
expiration of the stated term of the Option, if earlier.
(x) Annual Limit on Incentive Stock Options. To the extent
required for "incentive stock option" treatment under Section 422 of
the Code, the aggregate Fair Market Value (determined as of the time
of grant) of the shares of Stock with respect to which Inventive Stock
Options granted under this Plan and any other plan of the Company or
its Subsidiaries become exercisable for the first time by an optionee
during any calendar year shall not exceed $100,000. To the extent
that any Stock Option exceeds this limit, it shall constitute a
Non-Qualified Stock Option.
Page 15 of 23 Pages
<PAGE>
(xi) Limitation on Grants of Options. The maximum number of
shares subject to Stock Options that can be granted under the Plan to
any executive officer of the Company or its Subsidiaries, or to any
other person eligible for a grant of a Stock Option under Section 5 if
500,000 shares for the first 10 years of the Plan and 50,000 shares
per year thereafter.
(xii) Form of Settlement. Shares of Stock issued upon exercise
of a Stock Option shall be free of all restrictions under the Plan,
except as otherwise provided in the Plan.
SECTION 6. RESTRICTED STOCK AWARDS
(a) Nature of Restricted Stock Awards. The Board may grant
Restricted Stock Awards to any director, officer, employee or consultant of the
Company or any Subsidiary. A Restricted Stock Award is an Award entitling the
recipient to acquire at no cost or for a purchase price determined by the Board,
shares of Stock subject to such restrictions and conditions as the Board may
determine at the time of grant ("Restricted Stock"). Conditions may be based on
continuing employment and/or achievement of preestablished performance goals and
objectives.
(b) Acceptance of Award. A participant who is granted a Restricted
Stock Award shall have no rights with respect to such Award unless the
participant shall have accepted the Award within 30 days (or such shorter date
as the Board may specify) following the award date by making payment to the
Company, if required, by certified or bank check or other instrument or form of
payment acceptable to the Board in an amount equal to the specified purchase
price, if any, of the shares covered by the Award and by executing and
delivering to the Company a written instrument that sets forth the terms and
conditions of the Restricted Stock Award in such form as the Board shall
determine.
(c) Rights as a Stockholder. Upon complying with Section 6(b) above,
a participant shall have the rights of a stockholder with respect to the voting
of the Restricted Stock, subject to such conditions contained in the written
instrument evidencing the Restricted Stock Award.
(d) Restrictions. Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the written instrument evidencing the
Restricted Stock Award. In the event of termination of services by the Company
and its Subsidiaries for any reason other than death or Disability, the Company
shall have the right, at the discretion of the Board, to repurchase Restricted
Stock with respect to which conditions have not lapsed at their purchase price,
or to require forfeiture of such shares to the Company if acquired at no cost,
from the participant or the participant's legal representative.
(e) Vesting of Restricted Stock. The Board at the time of grant
shall specify the date or dates and/or the attainment of preestablished
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." A participant whose employment is
terminated for reason of death or Disability shall become fully vested in his
Restricted Stock on his termination date to the extent such vesting is otherwise
contingent only on continued service with the Company. Where vesting is
contingent on attainment of pre-established performance goals, the vesting of
Restricted Stock in the case of death or Disability shall remain dependent on
the attainment of such goals and shall be determined as of such date or dates
specified by the Board.
(f) Waiver, Deferral and Reinvestment of Dividends. The written
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.
Page 16 of 23 Pages
<PAGE>
(g) Vesting in Chief Executive Officer's Restricted Stock. The
Restricted Stock purchased by the Chief Executive Officer of the Company, as of
May 24, 1994, is vested as to fifty percent (50%) of the shares purchased and
the remaining shares of Restricted Stock purchased by the Chief Executive
Officer of the Company, as of May 24, 1994, shall become vested at the rate of
ten percent (10%) on or after May 24, 1995 (the "Anniversary Date") and an
additional 10% on or after each of the next four anniversaries of the
Anniversary Date, so long as the Chief Executive Officer has been employed
continuously by the Company or a Subsidiary.
SECTION 7. UNRESTRICTED STOCK AWARDS
The Board may, in its sole discretion, grant (or sell at purchase
price determined by the Board) an Unrestricted Stock Award to any employee of
the Company or any Subsidiary pursuant to which such employee may receive shares
of Stock free of any restrictions under the Plan in lieu of any cash
compensation to such employee.
SECTION 8. PERFORMANCE SHARE AWARDS
(a) Nature of Performance Share Awards. A Performance Share Award is
an award entitling the recipient to acquire shares of Stock upon the attainment
of specified performance goals. The Board may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. Performance Share Awards may be granted under the Plan to any employees
of the Company or any Subsidiary, including those who qualify for awards under
other performance plans of the Company. The Board in its sole discretion shall
determine whether and to whom Performance Share Awards shall be made, the
performance goals applicable under each such Award, the periods during which
performance is to be measured, and all other limitations and conditions
applicable to the awarded Performance Shares; provided, however, that the Board
may rely on the performance goals and other standards applicable to other
performance unit plans of the Company in setting the standards for Performance
Share Awards under the Plan.
(b) Restrictions on Transfer. Performance Share Awards and all
rights with respect to such Awards may not be sold, assigned, transferred,
pledged or otherwise encumbered.
(c) Rights as a Shareholder. A participant receiving a Performance
Share Award shall have the rights of a shareholder only as to shares actually
received by the participant under the Plan and not with respect to shares
subject to the Award but not actually received by the participant. A
participant shall be entitled to receive a stock certificate evidencing the
acquisition of shares of Stock under a Performance Share Award only upon
satisfaction of all conditions specified in the written instrument evidencing
the performance Share Award (or in a performance plan adopted by the Board).
(d) Termination. Except as may otherwise be provided by the Board at
any time prior to termination of employment, a participant's rights in all
Performance Share Awards shall automatically terminate upon the participant's
termination of employment by the Company and its Subsidiaries for any reason.
(e) Acceleration, Waiver, Etc. At any time prior to the
participant's termination of employment by the Company and its Subsidiaries, the
Board may in its sole discretion accelerate, waive or, subject to Section 11,
amend any or all of the goals, restrictions or conditions imposed under any
Performance Share Award.
SECTION 9. TAX WITHHOLDING
(a) Payment by Participant. Each participant shall, no later than
the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the
participant for Federal income tax purposes, pay to the Company, or make
arrangements
Page 17 of 23 Pages
<PAGE>
satisfactory to the Board regarding payment of any Federal, state or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment of any kind otherwise due
to the participant.
(b) Payment in Stock. A participant may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the
Company to withhold from shares of Stock to be issued pursuant to any Award a
number of shares with an aggregate Fair Market Value (as of the date the
withholding is effected) that would satisfy the withholding amount due, or (ii)
transferring to the Company shares of Stock owned by the participant with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due.
SECTION 10. TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan, the following events shall not be deemed a
termination of employment:
(a) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another; or
(b) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Board
otherwise so provides in writing.
SECTION 11. AMENDMENTS AND TERMINATION
The Board may, at any time, amend or discontinue the Plan and the
Board may, at any time, amend or cancel any outstanding Award (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price, but such price, if any, must satisfy the
requirements which would apply to the substitute or amended Award if it were
then initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect
rights under any outstanding Award without the holder's consent.
SECTION 12. STATUS OF PLAN
With respect to the portion of any Award which has not been exercised
and any payments in cash. Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Board shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Board may
authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.
SECTION 13. EFFECT OF CERTAIN TRANSACTIONS
In the case of (i) the dissolution or liquidation of the Company; (ii)
a reorganization, merger or consolidation pursuant to a bona fide negotiated
transaction with an unaffiliated third party in which the Company is acquired by
another entity or in which the Company is not the surviving corporation, or
(iii) the sale of all or substantially all of the assets of the Company to
another entity in connection with a bona fide negotiated transaction with an
unaffiliated third party, each outstanding Stock Option shall terminate on the
effective date of such transaction. The Optionee's right to exercise previously
unvested Stock Options under this Section 13 shall be contingent upon the
consummation of the transaction giving rise to termination of any such Stock
Option under this Section 13.
Page 18 of 23 Pages
<PAGE>
SECTION 14. GENERAL PROVISIONS
(a) No Distribution Compliance with Legal Requirements. The Board
may require each person acquiring Stock pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.
No shares of Stock shall be issued pursuant to an Award until all
applicable securities law and other legal and stock exchange or similar
requirements have been satisfied. The Board may require the placing of such
stop-orders and restrictive legends on certificates for Stock and Awanis as it
deems appropriate.
(b) Delivery of Stock Certificates. Delivery of stock certificates
to participants under this Plan shall be deemed effected for all purposes when
the Company or a stock transfer agent of the Company shall have mailed such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.
(c) Other Compensation Arrangements; No Enrollment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not center upon any Company any right to
continued employment with the Company or any Subsidiary.
SECTION 15. EFFECTIVE DATE OF PLAN
This Plan shall become effective upon approval by the holders of a
majority of the shares of Stock of the Company entitled to vote at a meeting of
Stockholders or by written consent. Subject to such approval by the
stockholders and to the requirement that no Stock may be issued hereunder prior
to such approval. Stock Options and other Awards may be granted hereunder on
and after adoption of this Plan by the Board.
SECTION 16. GOVERNING LAW
This Plan shall be governed by the law of the State of Delaware except
to the extent such law is preempted by federal law.
SECTION 17. EXCHANGE ACT; RULE 16b-3
(a) General. The Plan is intended to comply with Rule 16b-3 ("Rule
16b-3") under the Exchange Act from and after the Registration Date. From and
after the Registration Date, any provision inconsistent with Rule 16b-3 (as in
effect on the Registration Date) shall, to the extent permitted by law and
determined to be advisable by the Committee (constituted in accordance with
Section 17(b) hereof) or the Board (acting pursuant to Section 17(c) hereof), be
inoperative and void. In addition, from and after the Registration Date, the
provisions set forth in Sections 17(a) through 17(e) shall apply.
(b) Stock Option Committee. From and after the Registration Date,
the Committee appointed pursuant to Section 2(b) hereof shall consist of not
fewer than two members of the Board, neither of whom, during the period of
service on such Committee and the year prior to service on such Committee, shall
have been granted an Option under the Plan or been granted or awarded an option
or other security under any plan of the Company other than as permitted under
Rule 16b-3 and each of whom shall qualify (at the time of appointment to the
Committee and during all periods of service on the Committee) in all respects as
a "disinterested party" as defined in Rule l6b-3.
Page 19 of 23 Pages
<PAGE>
(c) Action by the Board. From and after the Registration Date, the
Board may act under the Plan other than by, or in accordance with the
recommendations of, the Committee, constituted as set forth in Section 17(b)
hereof only if all members of the Board are "disinterested persons" as defined
in Rule 16b-3.
(d) Additional Restriction on Transfer of Stock. From and after the
Registration Date, no director, officer or other "insider" of the Company
subject to Section 16 of the Exchange Act shall be permitted to sell Stock
(which such "insider" had received upon exercise of an Option) during the six
months immediately following the grant of such Option.
(e) Additional Requirement of Stockholders' Approval. From and after
the Registration Date, no amendment by the Board shall, without approval by the
affirmative votes of the holders of a majority of the shares present, or
represented, and entitled to vote at a duly held meeting of the stockholders of
the Company at which a quorum is present, either in person or by proxy, or by
written consent in accordance with applicable state law and the Certificate of
Incorporation and Bylaws of the Company, materially increase the benefit
securing to Section 16 "insiders" under the Plan or take any other action that
would require the approval of such stockholders pursuant to Rule 16b(3).
Page 20 of 23 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 505,289 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. 1994 Equity
Incentive 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 21 of 23 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. 1994 Equity Incentive 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 Section 7 and
11 of the Act.
/s/ Arthur Andersen LLP
- -----------------------
Atlanta, Georgia
June 12, 1997
Page 22 of 23
<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.
/s/ Arthur Andersen LLP
Atlanta, Georgia
June 12, 1997
Page 23 of 23
