<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
February 12, 1998
Date of Report
(February 10, 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 4
<PAGE>
Item 5: Other Events
On February 10, 1998, at the Board of Directors meeting of HBO & Company
(the "Company" or "HBOC") Charles W. McCall, HBOC president and chief executive
officer was elected to replace Holcombe T. Green as chairman of the board.
Also on this date, the Company announced the formation of HBOC Ventures,
Inc., an organization designed to provide venture capital to small companies
with promising healthcare technologies. In conjunction with this, HBOC has
entered into a letter agreement with The Ohio Partners, LLC, an Ohio based
venture capital fund, whereby the companies plan to initially invest up to $30
million in several companies over the next three years. The funds will be
jointly managed by The Ohio Partners, LLC and HBOC.
Item 7: Financial Statements and Exhibits
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
99 HBO & Company News Release dated 4
February 10, 1998
</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: February 12, 1998
/s/ Jay P. Gilbertson
--------------------------------------
Jay P. Gilbertson
President, Co-Chief Operating Officer,
Chief Financial Officer, Treasurer,
Principal Accounting Officer,
and Secretary
3
<PAGE>
News Release
Contact: Investor Relations 301 Perimeter Center North
Monika Brown Atlanta, GA 30346
(770) 668-5926
Beth Dalton
(770) 393-6587
HBOC Announces Charles W. McCall Elected Chairman of the Board
ATLANTA, February 10, 1998 C HBO & Company (Nasdaq:HBOC) today announced,
following its quarterly board of directors meeting, that Holcombe T. Green has
retired as chairman of the board of HBOC. Charles W. McCall, HBOC president and
chief executive officer, has been elected to replace Green as chairman of the
board and will also continue in his current responsibilities.
"Holcombe has led HBOC through a period of tremendous growth and change
both in the healthcare technology market and in the evolution of the company,"
stated McCall. "His contributions to HBOC have been invaluable."
The company also announced the formation of HBOC Ventures, Inc., an
organization designed to provide venture capital to small companies with
promising healthcare technologies. Concurrently, HBOC has entered into a letter
agreement with The Ohio Partners, LLC, an Ohio based venture capital fund,
whereby the companies plan to initially invest up to $30 million in several
companies over the next three years, and the funds will be jointly managed by
The Ohio Partners, LLC and HBOC.
HBOC also reported that the board of directors has approved an amendment to
HBOC's Certificate of Incorporation that would increase the number of shares of
authorized Common Stock from 250,000,000 to 1,000,000,000. The amendment is
subject to stockholder approval at the company's Annual Meeting of Stockholders
to be held on May 12, 1998.
Also at the quarterly board meeting, it was determined that HBOC would pay
its quarterly cash dividend of $0.02 (two cents) per share to stockholders of
record on March 31, 1998, payable April 22, 1998.
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.
4
