-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XftPp07JjxAT/aiwCU+9rrSvw3Ocp+/oNJs6QyAp5hJPVO7nJ5Z4oys2WsTsPH32 Db04zwIu4f+4K7qeWMQHgw== 0000912057-95-005463.txt : 199507190000912057-95-005463.hdr.sgml : 19950719 ACCESSION NUMBER: 0000912057-95-005463 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950718 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950718 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HBO & CO CENTRAL INDEX KEY: 0000310377 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 370986839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09900 FILM NUMBER: 95554579 BUSINESS ADDRESS: STREET 1: 301 PERIMETER CTR N CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043936000 MAIL ADDRESS: STREET 1: 301 PERIMETER CTR N CITY: ATLANTA STATE: GA ZIP: 30346 8-K 1 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 JULY 18, 1995 (JULY 17, 1995) Date of Report (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) (IRS Employer Identification No.) 301 PERIMETER CENTER NORTH ATLANTA, GA 30346 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (404) 393-6000 -------------------------------------------------- Registrant's telephone number, including area code Page 1 of 4 ITEM 5. OTHER EVENTS The Company announced on July 17, 1995, that it has signed a definitive agreement for HBO & Company to acquire CliniCom Inc in a transaction to be accounted for as a pooling. Terms of the acquisition call for CliniCom's shareholders to receive .4 of a share of HBOC common stock for each of the approximately 8,660,000 currently outstanding CliniCom shares. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Press release dated July 17, 1995, announcing the definitive agreement. #### 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 thereunto duly authorized. HBO & COMPANY (Registrant) Date: July 18, 1995 /s/ Jay P. Gilbertson ---------------------------------------- Jay. P. Gilbertson Vice President - Finance, Chief Financial Officer Treasurer and Assistant Secretary Page 2 of 4 EX-99 2 EXHIBIT 99 EXHIBIT 99 NEWS RELEASE HBO & Company CliniCom, Inc. 301 Perimeter Center North Mark Trinske ATLANTA, GA 30346 INVESTOR RELATIONS MONIKA BROWN (303) 665-7760 INVESTOR RELATIONS Catherine Milburn (404) 668-5926 Chief Financial Officer (303) 443-9660 HBOC SIGNS DEFINITIVE AGREEMENT TO ACQUIRE CLINICOM ATLANTA, July 17, 1995 -- Healthcare information solutions vendor HBO & Company (NASDAQ:HBOC) and CliniCom Inc. (NASDAQ:CLIN), a Boulder, Colo.-based developer of point-of-care clinical information systems, today announced that the parties have signed a definitive agreement for HBOC to acquire CliniCom. The acquisition, which is subject to certain conditions including regulatory and CliniCom shareholder approval, will be accounted for as a pooling of interests and is expected to close near the end of the third quarter 1995. Terms of the acquisition call for CliniCom's shareholders to receive 0.4 of a share of HBOC common stock for each of the approximately 8,660,000 currently outstanding CliniCom shares. HBOC and CliniCom have been marketing partners since the mid-'80s. In late 1993, the two companies entered into a "teaming" agreement through which HBOC offers a combination of CliniCom's and its own applications as its patient- focused clinical solution, Pathways Care Manager. "The merger will offer HBOC a greater opportunity to build on CliniCom's considerable expertise in clinical information systems, which are so critical to managing patient care throughout today's burgeoning integrated delivery networks," said HBOC president and CEO Charles W. McCall. "CliniCom's relationship with HBO & Company has been very positive, and we look forward to the teaming of the two companies providing our customers and shareholders with increased value," said CliniCom CEO William H. Brehm. "CliniCom provides HBOC with a mechanism whereby various healthcare information systems can be integrated, and as part of the HBOC team we will be better able to address the consolidating healthcare Page 3 of 4 market, greatly benefiting from HBOC's tremendous strength and reputation in the healthcare information systems market." 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. CliniCom provides information solutions that enable healthcare providers to implement more consistent and measurable patient care. CliniCom's clinical orientation and functionally integrated product architecture have been designed to allow a health organization to effectively manage patient care throughout all areas of its health system. ### Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----