<PAGE>
As filed with the Securities and Exchange Commission on October 29, 1998
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)
--------------------
IMNET Systems, Inc. 1996 Employee Discount
Stock Purchase 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 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
(404) 521-3939
Exhibit Index Appears on Page 9
Page 1 of 19
<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Proposed maxi- Proposed maxi-
Title of securities to Amount to be mum offering price mum aggregate Amount of
be registered registered per share offering price registration fee
- ---------------------- ------------- ------------------ --------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value, and
Preferred Share
Purchase Rights(3) 27,000 $12.968 (1) $350,136 (1) $ 97.34 (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 $97.34 is calculated by multiplying the product
of $12.968, the weighted average exercise price per share, and 27,000, the
number of shares subjected to option, by .000278.
(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 19
<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 19
<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, 1997.
(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,
1997.
(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 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,
Page 4 of 19
<PAGE>
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 GeneralCorporation
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 to contain provisions
substantially similar to those contained in the amended Delaware General
Corporation Law.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Inapplicable.
Page 5 of 19
<PAGE>
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
Included in Part II of the Registration Statement:
4 IMNET Systems, Inc. 1996 Employee Discount
Stock Purchase 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)
</TABLE>
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.
(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 6 of 19
<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 day of 29th
October, 1998.
HBO & COMPANY
By: /s/ Charles W. McCall
--------------------------------------
Charles W. McCall
Chairman, 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 Chairman, President and Chief Executive October 29, 1998
- ------------------------ Officer (Principal Executive Officer)
Charles W. McCall
/s/ Jay P. Gilbertson President, Co-Chief Operating Officer, October 29, 1998
- ------------------------ Chief Financial Officer, Principal
Jay P. Gilbertson Accounting Officer, Treasurer and
Secretary (Principal Financial Officer and
Principal Accounting Officer)
/s/ Alfred C. Eckert III
- ------------------------ Director October 29, 1998
Alfred C. Eckert III
/s/ Philip A. Incarnati
- ------------------------ Director October 29, 1998
Philip A. Incarnati
</TABLE>
Page 7 of 19
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Alton F. Irby III
- ----------------------- Director October 29, 1998
Alton F. Irby III
/s/ M. Christine Jacobs
- ----------------------- Director October 29, 1998
M. Christine Jacobs
/s/ Gerald E. Mayo
- ----------------------- Director October 29, 1998
Gerald E. Mayo
/s/ James V. Napier
- ----------------------- Director October 29, 1998
James V. Napier
/s/ Donald C. Wegmiller
- ----------------------- Director October 29, 1998
Donald C. Wegmiller
</TABLE>
Page 8 of 19
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ------ ----------- ------
<S> <C>
Included in Part II of the Registration Statement:
4 IMNET Systems, Inc. 1996 Employee Discount
Stock Purchase 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)
</TABLE>
Page 9 of 19
<PAGE>
IMNET SYSTEMS, INC.
1996 EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
PURPOSE
SECTION 1 - Purpose of the Plan. The purpose of the IMNET Systems, Inc. 1996
Employee Discount Stock Purchase Plan (the "Plan") is to provide the eligible
employees of IMNET Systems, Inc. ("IMNET"), and certain of its subsidiaries, an
opportunity through regular payroll savings to acquire IMNET Common Stock at a
discount from market price, and thereby to develop a continued interest in the
success of IMNET. This Plan was adopted by the Board of Directors on November 6,
1996 and is subject to the approval of the IMNET stockholders.
DEFINITIONS
SECTION 2 - Definitions. As used herein, the following terms have the meanings
hereinafter set forth unless the context clearly indicates to the contrary:
2.1 "Beneficiary" shall mean the person, if any, named
on the Payroll Deduction Authorization form by a
Participant according to the Plan provisions to
receive benefits in the event of the death of such
Participant. If no Beneficiary is named, the
Participant's estate shall receive any such
benefits.
2.2 "Board" shall mean the Board of Directors of
IMNET.
2.3 "Code" shall mean the Internal Revenue Code of 1986,
as amended.
2.4 "Common Stock" shall mean the class of stock which,
at the effective date of this Plan, is designated
IMNET Common Stock, par value $.01, and stock of any
other class or classes into which such common stock
may thereafter be changed or reclassified.
2.5 "Company" shall mean IMNET and any corporation
that is now, or subsequently becomes, a Subsidiary
Corporation or Parent Corporation of IMNET if the
Board designates employees of such Parent
Corporation or Subsidiary Corporation as entitled
to participate in the Plan. As of November 6,
1996, there is no Parent Corporation and the
Subsidiary Corporations designated by the Board
whose employees are eligible to participate in the
Plan are IMNET/LaserARC, Inc., IMNET/Evergreen
Technologies, Inc., and IMNET California
Acquisition Corporation.
2.6 "Compensation" shall mean an Eligible Employee's
regular straight time and overtime earnings
received from the Company during the Plan Year,
exclusive of incentive compensation, bonus
payments, commissions and any other type of
earnings received during the Plan Year; provided,
however, that the Board may determine, in its sole
discretion to expand the definition of
Compensation to include any of the foregoing.
2.7 "Eligible Employee" shall mean any person who is
receiving remuneration through the Company's
payroll system for services rendered to the
Company or who is on an approved leave of absence
and the duration of such leave has not exceeded
twelve (12) weeks; provided, however, that a
person shall not be an "Eligible Employee" if his
customary employment is for not more than twenty
(20) hours per week or for not more than five (5)
months in any calendar year; provided further,
however that in no event shall any person who
owns, within the meaning of Section 423(b)(3) of
the Code, stock possessing five percent (5%) or
more of the total combined voting power or value
of all
Page 10 of 19
<PAGE>
classes of stock of IMNET or of any Parent
Corporation or Subsidiary Corporation of IMNET be
an Eligible Employee.
2.8 Parent Corporation" shall have the meaning set forth
in Section 424(e) of the Code.
2.9 "Participant" shall mean any Eligible Employee who
has elected to participate in the Plan by filing a
Payroll Deduction Authorization form as provided
in the Plan.
2.10 "Payroll Deduction Authorization" shall mean the form
prescribed by the Board for use by Eligible Employees
to authorize payroll deductions, to specify the
payroll deduction amount and to designate a
Beneficiary, if any, all as provided in this Plan.
2.11 "Plan" shall mean the IMNET 1996 Employee Discount
Stock Purchase Plan, the terms and provisions of
which are herein set forth, as the same may be
amended from time to time.
2.12 "Plan Period" shall mean one or more Plan Periods
established pursuant to Section 3.2. Initially,
the Plan Year shall be divided into two equal Plan
Periods, the first commencing January 1 of each Plan
Year and ending on June 30, and the second commencing
on July 1 of each Plan Year and ending on December
31.
2.13 "Plan Year" shall mean the 12-month period commencing
each January 1 and ending on December 31, with the
first Plan Year commencing January 1, 1997.
2.14 "Proper Notice" shall mean delivery to the Board of
notice of any action requested by the Participant on
the form provided by the Board for the specified
action no later than fifteen (15) days before the
requested action.
2.15 "Stock Purchase Account" shall mean the account
maintained for each Participant pursuant to Section
3.7 hereof.
2.16 "Stock Value" shall mean the average of the bid
and ask prices as reported by the National
Association of Securities Dealers, Inc. in the
Wall Street Journal for a particular day,
provided, however, if there was no activity on
that day, the stock is valued on the next
subsequent day with activity.
2.17 "Subsidiary Corporation"shall have the meaning set
forth in Section 424(f) of the Code.
ELIGIBILITY AND PARTICIPATION
Section 3 - Eligibility and Participation.
3.1 ELIGIBILITY. Any Eligible Employee may become a
Participant in the Plan as of the beginning of any
Plan Period only by filing with the Company not
less than fifteen days prior thereto the Payroll
Deduction Authorization form which shall
constitute the employee's election to participate
in the Plan for the specified Plan Period only;
provided, however, that in the Board's discretion
the Payroll Deduction Authorization form may be
submitted less than fifteen days prior to
January 1, 1997. Only Eligible Employees may
participate in this Plan.
3.2 PLAN PERIODS. The Plan currently provides for two
Purchase Periods as set forth at Section 2.12;
however, in the discretion of the Board of
Directors, the Plan Year may be subdivided into
from one to four Plan Periods, with each period
having equal duration
Page 11 of 19
<PAGE>
of months. In the event that revised Plan Periods are
designated, any references herein to "Plan Periods"
shall be deemed to be references to such revised Plan
Periods. In such event, all requirements related to
events occurring with respect to either the first or
last day of the Plan Period shall be deemed to refer
to the first and/or last day, respectively, of the
respective revised Plan Periods.
3.3 ENTRY DATE. Entry dates for Eligible Employees to
become a Participant in the Plan shall be on the
first day of each Plan Period, as determined pursuant
to Section 3.1 and 3.2 hereof.
3.4 PAYROLL DEDUCTIONS.
3.4.1 GENERAL METHOD OF PAYROLL DEDUCTIONS.
Amounts will be accumulated for the
acquisition of Common Stock on behalf
of each Participant during each Plan
Period only by after-tax payroll
deductions from a Participant's
Compensation. The election of each
Participant with respect to the amount
to be accumulated on behalf of the
Participant shall be contained in the
Participant's Payroll Deduction
Authorization form. Subject to the
limitations in Section 3.4.2 and 5.1
hereof, each Participant may authorize a
payroll deduction of any whole
percentage of the Participant's
Compensation of between (1%) and twenty-
five percent (25%) of the Participant's
Compensation payable during each pay
period in the Plan Period. All payroll
deductions made by a Participant shall
be credited to a Stock Purchase Account
maintained by IMNET in the name of the
Participant. In no event shall interest
accrue or be payable with respect to
payroll deductions credited to a
Participant's Stock Purchase Account.
3.4.2 LIMITATIONS ON PAYROLL DEDUCTIONS AND
AMOUNT OF COMMON STOCK. The Board may,
but need not, specify by notice to all
Eligible Employees prior to the first
day of any Plan Period, a maximum number
of shares of Common Stock that any
Participant shall be permitted to
acquire pursuant to the Plan in any Plan
Period, which maximum need not be the
same for every Plan Period. In
addition, under no circumstances may any
Participant acquire stock under this
Plan and all other stock purchase plans
(as described in Section 423 of the
Code) of the Company and any Subsidiary
Corporation or Parent Corporation in
excess of $25,000 in fair market value
of stock (determined as of the time any
such right to acquire stock is deemed to
be granted pursuant to Section 423(b)(8)
of the Code) for any calendar year in
which the Participant is eligible to
purchase Common Stock pursuant to this
Plan.
3.5 CHANGE IN PAYROLL DEDUCTION. The percentage payroll
deduction designated by a Participant shall continue
in effect for the entire Plan Period, unless the
Participant withdraws from the Plan in accordance
with Section 3.6 hereof.
3.6 WITHDRAWAL.
3.6.1 TERMINATION OF EMPLOYMENT, OTHER THAN
DUE TO DEATH, DISABILITY, LEAVE OF
ABSENCE OR RETIREMENT. When a
Participant ceases to be an Eligible
Employee, for reasons other than death,
or termination of employment due to
disability, retirement, or approved
leave of absence his or her
participation in the Plan shall
terminate effective as of such date and
the total amount credited to his or her
Stock Purchase Account as of that date
will be returned without interest to the
Participant as soon as reasonably
practicable following such termination.
Page 12 of 19
<PAGE>
3.6.2 DEATH, DISABILITY, RETIREMENT OR LEAVE
OF ABSENCE. When a Participant ceases
to be an Eligible Participant due to
death, disability, or retirement,
participation in the Plan terminates
effective as of such date. At the option of
any such Participant, or the Participant's
Beneficiary, where applicable, the total
amount credited to the Participant's Stock
Purchase Account shall be either returned
without interest to the Participant or the
Participant's Beneficiary, where applicable,
as soon as reasonably possible following the
Participant's request, or held in the Plan
until the end of the current Plan Period and
used to purchase Common Stock in accordance
with Section 3.8 hereof. When a Participant
ceases to be an Eligible Employee by reason
of an approved leave of absence,
participation in the Plan shall terminate
effective as of the first day after twelve
weeks of such leave in the event that the
Participant does not again become an
Eligible Employee after twelve weeks of such
leave and the total amount credited to his
or her Stock Purchase Account as of that
date will be returned without interest to
the Participant as soon as reasonably
practicable following such termination. Any
person whose participation in the Plan was
terminated pursuant to this Section 3.6.2
during any Plan Period and who subsequently
becomes an Eligible Employee during such
Plan Period upon returning to employment
from disability or a leave of absence may
not participate in the Plan during such Plan
Period but may participate in the Plan
during a subsequent Plan Period provided he
or she meets the eligibility requirements of
the Plan.
3.6.3 VOLUNTARY TERMINATION OF PAYROLL
DEDUCTIONS. At any time during the Plan
Period, a Participant may terminate his
or her participation in the Plan for the
current Plan Period by filing the Proper
Notice and in such event there will be
no further payroll deductions from the
Participant's Compensation during the
current Plan Period, at the
Participant's option, the total amount
credited to his or her Stock Purchase
Account shall be either returned to the
Participant as soon as reasonably possible
following the Participant's request, or held
in the Plan until the end of the current
Plan Period and used to purchase Common
Stock pursuant to Section 3.8 hereof; and
the Participant may participate in the Plan
during a subsequent Plan Period provided he
or she meets the eligibility requirements of
the Plan.
3.7 PARTICIPANT RECORDS. IMNET's Chief Financial
Officer or other person designated by the Board
shall create and maintain adequate records
concerning each Participant's Stock Purchase
Account. Such records shall contain such
information as herein described, as well as other
information the Board deems advisable. All
payroll deductions received or held by the Company
under the Plan may be used by the Company for any
corporate purposes, and the Company shall not be
obligated to segregate such funds.
3.8 PURCHASE OF COMMON STOCK. The cash balance
reflected in each Participant's Stock Purchase
Account shall be used to purchase for such account
whole shares of Common Stock immediately after the
close of each Plan Period, as the Board shall
direct. All purchases of Common Stock under the
Plan for each Plan Period must be effected no
later than three (3) months after the last day of
said Plan Period. To the extent that the
Participant's Stock Purchase Account balance would
result in the purchase of shares of Common Stock
in excess of the maximum amount permitted in
Sections 3.4 or 5.1 hereof, said excess cash shall
be returned to the Participant at the time the
Common Stock is distributed to him.
Page 13 of 19
<PAGE>
3.9 STOCK PURCHASE PRICE. The Stock Purchase Price in
any Plan Period will be equal to eighty-five
percent (85%) of the lower of the Stock Value on
the first day or the last day of such Plan Period;
provided, however, that in the event the Board
does not establish, pursuant to Section 3.4.2
hereof, a maximum number of shares of Common Stock
per Participant that may be acquired during any
Plan Period, the Stock Purchase Price for such
Offering Period shall be equal to eighty-five
percent (85%) of the stock value on the last day
of such Plan Period. In the event of a change in
the Company's capitalization, such as a stock
dividend or stock split-up, the Stock Purchase Price
shall be adjusted proportionately. In the event of
any other change affecting the Common Stock, such
adjustments shall be made as may be deemed equitable
by the Board.
3.10 VESTING. The total amounts held in each
Participant's Stock Purchase Account shall at all
times be fully vested in the Participants
concerned.
3.11 TRANSFERABILITY. Amounts credited to a
Participant's Stock Purchase Account may not be
assigned, transferred or pledged in any way,
except by will or by the laws of descent and
distribution upon the Participant's death, and any
attempted assignment, transfer, pledge or other
disposition of such amounts shall be null and
void. During a Participant's lifetime, only the
Participant may exercise the rights to purchase
Common Stock under this Plan.
3.12 DISTRIBUTION IN STOCK. Except as otherwise
provided in Section 3.6 hereof, all benefits shall
be payable in whole shares of Common Stock issued
in the name of each participant or Beneficiary, if
applicable, with cash paid in lieu of fractional
shares, as soon as practical after the end of each
Plan Period.
3.13 FOREIGN EMPLOYEES. The Board may provide for such
special terms for Participants who are foreign
nationals, or who are employed by the Company
outside of the United States of America, as the
Board may consider necessary or appropriate to
accommodate differences in local law, tax policy
or custom. Moreover, the Board may approve such
supplements to, or amendments, restatements or
alternative versions of, this Plan as it may
consider necessary or appropriate for such
purposes without thereby affecting the terms of
this Plan as in effect for any other purpose;
PROVIDED, HOWEVER, that no such supplements,
amendments, restatements or alternative versions
shall include any provisions that are inconsistent
with the terms of this Plan, as then in effect,
unless this Plan could have been amended to
eliminate such inconsistency without further
approval by the shareholders of the Company, or
which would cause the Plan to fail to meet the
requirements of Section 423 of the Code.
ADMINISTRATION
Section 4 - Administration
4.1 BOARD OF DIRECTORS. The Plan shall be
administered by the Board. The Board shall have
authority to establish, administer and interpret
such rules with respect to the Plan that it deems
appropriate or necessary, including without
limitation, rules providing for payroll
deductions. Any decision of the Board with
respect to such rules and the interpretation,
construction, administration and application of
the Plan shall be conclusive and binding. The
Company shall pay all costs of administration of
the Plan, including any reasonable expenses
incurred by members of the Board in the
performance of their duties.
4.2 PLAN TERMINATION AND AMENDMENT. The Board may
terminate the Plan at any time and may amend the
Plan in any respect at any time or from time to
time, except that the
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<PAGE>
Board may not without the approval of the Company's
stockholders, alter the maximum number of shares of
Common Stock to be sold pursuant to the Plan;
provided, however, that no such termination or
amendment shall adversely affect the rights of any
Participant with respect to amounts previously
credited to his Stock Purchase Account.
MAXIMUM NUMBER OF SHARES
Section 5 - Maximum Number of Shares.
5.1 The maximum number of shares of Common Stock which
shall be reserved for sale under the Plan shall be
300,000 shares of Common Stock, which number shall
be subject to adjustment as provided in Section
5.8 hereof. Such shares shall be either
authorized and unissued Shares or Shares which
have been reacquired by the Company. If the total
number of shares of Common Stock which would
otherwise be available for sale pursuant to the
Plan after the close of any Plan Period exceeds
the number of Shares then available under the
Plan, the Board shall make a pro rata allocation
of the shares of Common Stock remaining available
in as uniform a manner as shall be practicable and
as it shall determine to be equitable. In such
event, the Board shall give written notice to each
Participant of such reduction of the number of
shares of Common Stock affected thereby and the
balance of payroll deductions credited to a
Participant's Stock Purchase Account shall be
returned to the Participant.
MISCELLANEOUS
Section 6 - Miscellaneous
6.1 OTHER COMPENSATION PLANS. The adoption of the
Plan shall not affect any incentive or other
compensation plans in effect for the Company nor
shall the adoption of the Plan preclude the
Company from establishing any other forms of
incentive or other compensation for employees of
the Company.
6.2 PLAN BINDING ON SUCCESSORS. The Plan shall be
binding upon the successors and assigns of the
Company.
6.3 SINGULAR, PLURAL, GENDER. Whenever used herein, nouns
in the singular shall include the plural, and the
masculine pronoun shall include the feminine gender.
6.4 HEADINGS, ETC., NOT PART OF PLAN. Headings of
articles and paragraphs hereof are inserted for
convenience and reference; they constitute no part of
the Plan.
6.5 NO CONTRACT OF EMPLOYMENT. This Plan shall not
constitute a contract of employment, and the
participation herein by any Employee shall not of
itself create any rights of future employment with
the Company. The Company remains free to
terminate the employment of any Participant
according to its standard employment practices.
6.6 RIGHTS AS A STOCKHOLDER. No participant shall possess
any rights of a stockholder in the Company as to
Common Stock being purchased under this Plan until
said Common Stock has been issued to him in
accordance with the terms hereof.
6.7 INVESTMENT REPRESENTATIONS. No shares of Common
Stock shall be issued pursuant to this Plan unless
and until the Participant or Beneficiary to whom
issuance is to be made shall have executed any
letter or agreement required by the Company for
the purpose of stating the investment intentions
of said individual with regard to the Common
Stock. The Company may, on advice of its counsel,
waive this requirement.
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<PAGE>
6.8 ADJUSTMENTS FOR STOCK SPLIT, ETC. In the event
that the outstanding shares of Common Stock of the
Company are changed into or exchanged for a
different number of shares of Common Stock by
reason of recapitalization, combination of shares,
stock split-up, stock dividend or similar action,
then the maximum number of shares which may be
purchased pursuant to Section 5.1 hereof and the
stock purchase price pursuant to Section 3.9
hereof shall, without further action of the Board,
including, without limitation, amendment of this
Plan, be proportionately adjusted in a manner
identical to the changes in the outstanding number
of shares of Common Stock and in the Stock Value.
6.9 GOVERNING LAW. The validity construction and effect
of the Plan and any rules or regulations relating to
the Plan will be determined in accordance with laws
of the state of Georgia, without giving effect to the
principles of conflicts of laws, and applicable
Federal Law.
6.10 COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS. The
Plan, the granting and exercise of rights
hereunder, and the other obligations of the
Company and its representatives under the Plan
will be subject to all applicable Federal and
State laws, rules and regulations and to such
approvals by or registrations with any regulatory
or governmental agency as may be required. The
Company may, in its discretion, postpone the
issuance or delivery of shares of Common Stock
upon the exercise of rights hereunder and until
completion of such registration or qualification
of such shares of Common Stock or other required
action under any federal or state security law,
rule or regulation, listing or other required
action with respect to any automated quotation
system or stock exchange upon which the shares of
Common Stock or other Company securities are
designated or listed, or compliance with any other
contractual obligation of the Company, as the
Company may consider appropriate in connection
with the issuance or delivery of shares of Common
Stock in compliance with applicable laws, rules
and regulations, designation or listing
requirements or other contractual obligations.
6.11 COSTS. With the exception of reasonable fees which
may be imposed upon Participants in connection with
the withdrawal of shares Common Stock in the form of
stock certificates, costs and expenses incurred in
the administration of the Plan and the maintenance of
accounts in connection therewith will be paid by the
Company. Any brokerage fees and commissions for the
purchase of Common Stock under the Plan, will be paid
by the Company, but any brokerage fees and
commissions for the sale of shares of Common Stock
acquired under the Plan by a Participant will be
borne by such Participant.
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<PAGE>
Exhibit 5
JONES, DAY, REAVIS & POGUE
3500 SunTrust Plaza 303
Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
(404) 521-3939
October 29, 1998
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 27,000
shares of Common Stock, $.05 par value per share, of the Company (the
"Shares"), to be issued by the Company in accordance with the IMNET Systems,
Inc. 1996 Employee Discount Stock Purchase 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
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<PAGE>
[ARTHUR ANDERSEN LLP]
LETTER REGARDING UNAUDITED
INTERIM FINANCIAL INFORMATION
We are aware that HBO & Company has incorporated by reference in this
Registration Statement on Form S-8 its Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998, which includes our
reports dated May 6, 1998, July 20, 1998 and October 23, 1998, respectively,
covering the unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933 (the "Act"), those
reports are 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.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Atlanta, Georgia
October 29, 1998
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<PAGE>
[ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 6, 1998 included or incorporated by reference in HBO & Company's Form
10-K for the year ended December 31, 1997.
/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP
Atlanta, Georgia
October 29, 1998
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