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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 11, 1997
Date of Report
(FEBRUARY 11, 1997)
(Date of earliest event reported)
HBO & COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-9900 37-0986839
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COMMISSION FILE NUMBER (EMPLOYER IDENTIFICATION NO.)
301 PERIMETER CENTER NORTH
ATLANTA, GA 30346
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(Address of principal executive offices) (Zip Code)
(770) 393-6000
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Registrant's telephone number, including area code
Exhibit Index on page 2 of 4
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ITEM 5: OTHER EVENTS
On February 11, 1997, the Board of Directors of HBO & Company (the
"Company" or "HBOC") declared a quarterly cash dividend of $.02 per share
payable on April 22, 1997 to stockholders of record on March 31, 1997.
The unaudited combined operations for the first full month subsequent to
the December 9, 1996, pooling acquisition of GMIS Inc., are as follows: revenue
and net income for January 1997 was $50.7 million and $4.9 million,
respectively; revenue and net income for January 1996 was $47.6 million and
$2.8 million, respectively.
On February 11, the Company announced it had signed a definitive agreement
to acquire AMISYS Managed Care Systems, Inc. (Nasdaq:AMCS), a leading provider
of information systems for managed care entities and other parties that assume
financial risk for healthcare populations. The acquisition, which is subject to
regulatory and AMISYS shareholder approval, will be accounted for as a pooling
of interests and is scheduled to close during the second quarter of 1997. Terms
of the acquisition call for AMISYS shareholders to receive 0.35 of a share of
HBOC common stock for each share of AMISYS common stock.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION PAGE
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99 HBO & Company News Release dated February 11, 1997 4
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HBO & COMPANY
(Registrant)
Date: February 11, 1997
/s/ Jay P. Gilbertson
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Jay P. Gilbertson
Executive Vice President,
Chief Financial Officer,
Principal Accounting Officer,
Treasurer and Assistant Secretary
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EXHIBIT 99
NEWS RELEASE
Contact: Anne Davenport 301 Perimeter Center North
Investor Relations Atlanta, GA 30346
(770) 668-5968
HBOC Signs Definitive Agreement to Acquire AMISYS Managed Care
Systems, Inc.
ATLANTA, February 11, 1997 -- HBO & Company (Nasdaq:HBOC) today announced
it has signed a definitive agreement to acquire AMISYS Managed Care Systems,
Inc. (Nasdaq:AMCS), a leading provider of information systems for managed care
entities and other parties that assume financial risk for healthcare
populations. The acquisition, which is subject to regulatory and AMISYS
shareholder approval, will be accounted for as a pooling of interests and is
scheduled to close during the second quarter of 1997. Terms of the acquisition
call for AMISYS shareholders to receive 0.35 of a share of HBOC common stock for
each share of AMISYS common stock.
AMISYS, based in Rockville, MD had 1995 revenue of $31.8 million and has
approximately 260 employees. The company has over eighty customers including
Providence Health System, Portland, OR and BC/BS of Tennessee (TennCare).
"AMISYS brings to HBOC a strong managed care product and commercial HMO
customer base that expands our presence within the traditional payer
marketplace" stated Charles W. McCall, HBOC president and chief executive
officer. "As the line between traditional payers and providers continues to
blur, we want to build the broadest, best of breed product portfolio for our
customers that supports all needs of a healthcare organization."
"The merger with HBOC allows AMISYS to continue on its very successful path
as the nation's leading managed care software vendor, while at the same time
provides added product and resources to address additional market segments,
particularly the provider market" stated Kevin R. Brown, AMISYS chairman,
president and chief executive officer.
AMISYS is a leading provider of information systems that automate the
activities of managed care entities and other parties that assume the financial
risks of healthcare. The AMISYS system is composed of 27 fully integrated
applications designed to support a full range of risk management activities,
including premium billing, capitation, utilization management and claims
adjudication.
HBO & Company delivers enterprisewide patient care, clinical, financial
and strategic management software solutions, as well as networking technologies,
outsourcing and other services to healthcare organizations in the United States,
United Kingdom, Canada, Australia and New Zealand.
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