<PAGE>
- -------------------------------------------------------------------------------
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
July 27, 1998
Date of Report
(July 20, 1998)
(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
- -------------------------------------------------------------------------------
(Commission File Number) (Employer Identification No.)
301 Perimeter Center North
Atlanta, GA 30346
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(770) 393-6000
------------------------
Registrant's telephone number, including area code
Exhibit Index on page 2 of 5
- -------------------------------------------------------------------------------
1
<PAGE>
Item 5: Other Events
On July 20, 1998, HBO & Company (HBOC) announced it had signed a
definitive agreement to acquire US Servis, a leading professional management
company providing outsourcing services for physician delivery systems and
hospital business offices. The acquisition, which is subject to regulatory and
US Servis stockholder approval, will be accounted for as a pooling of interests
and is anticipated to close during the third quarter of 1998. Terms of the
transaction call for a $50 million acquisition price, with US Servis
stockholders receiving a fraction of a share of HBOC common stock for each share
of US Servis common stock, to be determined on the basis of HBOC average trading
prices shortly before the closing of the transaction.
On July 23, 1998, HBO & Company announced it had signed a definitive
agreement to acquire IMNET Systems, Inc. (IMNET), a leading provider of
electronic information and document management solutions for the healthcare
industry. The acquisition, which is subject to regulatory and IMNET stockholder
approval, will be accounted for as a pooling of interests and is anticipated to
close during the fourth quarter of 1998. Terms of the acquisition call for IMNET
stockholders to receive .84 of a share of HBOC common stock for each IMNET share
held, subject to certain adjustments.
Item 7: Financial Statements and Exhibits
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description Page
------------------------------------------------------------------------------
<S> <C> <C>
99a HBO & Company News Release dated July 20, 1998 4
99b HBO & Company News Release dated July 23, 1998 5
</TABLE>
2
<PAGE>
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: July 27, 1998
/s/ Jay P.Gilbertson
-------------------------------------
Jay P. Gilbertson
President, Co-Chief Operating Officer,
Chief Financial Officer, Treasurer,
Principal Accounting Officer,
and Secretary
3
<PAGE>
Exhibit 99a
News Release
Contact: Investor Relations 301 Perimeter Center North
Monika Brown Atlanta, GA 30346
(770) 668-5926
Beth Dalton
(770) 393-6587
HBOC Signs Definitive Agreement to Acquire US Servis
ATLANTA, July 20, 1998 - HBO & Company (Nasdaq:HBOC) today announced it
has signed a definitive agreement to acquire US Servis (Nasdaq:USRV), a leading
professional management company providing outsourcing services for physician
delivery systems and hospital business offices. The acquisition, which is
subject to regulatory and US Servis shareholder approval, will be accounted for
as a pooling of interests and is anticipated to close during the third quarter
of 1998. Terms of the transaction call for a $50 million acquisition price with
US Servis shareholders receiving a fraction of a share of HBOC common stock for
each share of US Servis common stock to be determined on the basis of HBOC
average trading prices shortly before the closing of the transaction.
US Servis, based in Somerset, N.J., had $27.6 million in revenue for
the fiscal year ended March 31, 1998, and has 394 employees.
"US Servis will be a valuable addition to HBOC's already successful
outsourcing services business," said Charles W. McCall, HBOC chairman, president
and chief executive officer. "In addition to its over 90 percent recurring
revenue base, US Servis brings a seasoned senior management team with extensive
experience in outsourcing and a strong physician and hospital reference base.
This acquisition will also accelerate HBOC's entry into revenue cycle
outsourcing, which shows great potential for market growth."
According to Graham O. King, chairman and chief executive officer for
US Servis, joining forces with HBOC will present a significant opportunity for
growth through cross-selling and the ability to leverage management expertise
across both organizations. "HBOC and US Servis share long histories in the
outsourcing services business along with a commitment to service excellence,"
said King. "Together, we can help healthcare organizations address the challenge
of re-engineering processes to achieve organizational efficiencies, improve
their financial performance and better compete under managed care."
US Servis focuses on accounts receivable management/business office
outsourcing for large physician groups such as MSOs, faculty practice plans and
hospitals. The company's portfolio of outsourcing solutions includes
reimbursement management, financial management and technology management.
HBOC delivers enterprisewide patient care, clinical, financial and
strategic management software solutions, as well as networking technologies,
electronic data interchange, outsourcing and other services to healthcare
organizations throughout the world. For more information on HBOC, visit the
company's Web site at www.hboc.com.
4
<PAGE>
Exhibit 99b
News Release
Contact: Investor Relations 301 Perimeter Center North
Monika Brown Atlanta, GA 30346
(770) 668-5926
Beth Dalton
(770) 393-6587
HBOC Signs Definitive Agreement to Acquire
IMNET Systems, Inc.
ATLANTA, July 23, 1998 - HBO & Company (Nasdaq:HBOC) today announced it has
signed a definitive agreement to acquire IMNET Systems, Inc. (Nasdaq:IMNT),
the leading provider of electronic information and document management
solutions for the healthcare industry. The acquisition, which is subject to
regulatory and IMNET stockholder approval, will be accounted for as a pooling
of interests and is anticipated to close during the fourth quarter of 1998.
Terms of the acquisition call for IMNET shareholders to receive .84 of a
share of HBOC common stock for each IMNET share held, subject to certain
adjustments.
IMNET, based in Alpharetta, Ga., had revenue for its fiscal year
ended June 30, 1997, of $50 million and has approximately 350 employees
supporting over 500 customers.
HBOC and IMNET have been business partners since 1996. HBOC
currently offers IMNET's products to its customers under HBOC's Pathways
2000-Registered Trademark- label as Pathways Image Manager. "The merger gives
HBOC an opportunity to build on IMNET's expertise in electronic information
and document management, which is necessary in developing a lifetime
electronic medical record and achieving operating cost savings," said HBOC
chairman, president and CEO Charles W. McCall.
"IMNET has had a very strong and successful relationship with HBOC,
and we are looking forward to joining the HBOC team and bringing increased
value to our collective customers and shareholders," said IMNET chairman and
CEO Kenneth D. Rardin. "IMNET brings to HBOC the final component needed to
create a complete electronic medical record, and being part of HBOC should
allow us to better meet the needs of healthcare organizations and benefit
from HBOC's size and reputation in the market."
HBOC delivers enterprisewide patient care, clinical, financial and
strategic management software solutions, as well as networking technologies,
electronic commerce, outsourcing and other services to healthcare organizations
throughout the world. For more information, visit HBOC's home page at
www.hboc.com.
5
