-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TJajaVO9jJ1fSwIwt6sIW1aNIJko6Mtlk4nej6VRgJ+PCpdytXPtgj9caZrarUWY ttL0ENtxh+xQO6ecx9+ogQ== 0000912057-95-008304.txt : 19951005 0000912057-95-008304.hdr.sgml : 19951005 ACCESSION NUMBER: 0000912057-95-008304 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951004 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951004 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: 95578588 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 FORM 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 OCTOBER 4, 1995 (OCTOBER 2, 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 Exhibit Index is on page 3 ITEM 2. ACQUISITION OF ASSETS On October 2, 1995, HBO & Company of Georgia (HBOGA), a wholly owned subsidiary of HBO & Company (HBOC), completed the acquisition of CliniCom Incorporated (CliniCom) a Boulder, Colorado-based developer of point-of-care clinical information systems in a merger (the Merger) pursuant to an Agreement of Merger between HBOGA, HBOC and CliniCom. CliniCom's products are and will continue to be integrated in HBOC's Pathways Care Manager product, a multidisciplinary clinical solution for the healthcare enterprise. CliniCom stockholders voted to approve the Merger at a special meeting of stockholders held on September 30, 1995. In the Merger, CliniCom stockholders will receive 0.4 of a share of HBOC common stock for each CliniCom share. At closing, approximately 3.46 million HBOC shares were issued for the approximately 8.66 million outstanding CliniCom shares. The transaction will be accounted for as a pooling of interests. Additional information is set forth in the press release attached as Exhibit 99(a), which is incorporated by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired. The following financial statements of CliniCom which are required by Item 7 are incorporated by reference from HBOC's Form 8-K, Item 5 dated August 16, 1995: CliniCom Incorporated Condensed Balance Sheets, Condensed Statements of Operations, Condensed Statements of Cash Flows and Notes to Condensed Financial Statements for the quarter ended June 30, 1995. CliniCom Incorporated Report of Independent Public Accountants, Balance Sheets as of December 31, 1994 and 1993, Statements of Operations, Statements of Stockholders' Equity and Statements of Cash Flows for each of the three years ended December 31, 1994 and Notes to Financial Statements. (b) Pro Forma financial information. The following pro forma financial information for the six month period ended June 30, 1995, and the year ended December 31, 1994, which is required by Item 7 is incorporated by reference from HBOC's Form 8-K, Item 5 dated August 16, 1995: Page 2 HBO & Company Pro Forma Combined Income Statements for the Six Months Ended June 30, 1995, and the Year Ended December 31, 1994, HBO & Company Pro Forma Combined Balance Sheets at June 30, 1995, and HBO & Company Notes to Pro Forma Combined Financial Statements. (c) Exhibits Exhibit Page - ------- ---- 2 Agreement of Merger by and among HBO & Company, HBO & N/A Company of Georgia, and CliniCom Incorporated, dated July 14, 1995 (incorporated by reference from HBOC's Form 8-K dated August 16, 1995). 23 Consent of Arthur Andersen LLP. 5 99(a) Press release dated October 2, 1995, announcing the 6 acquisition of CliniCom. 99(b) CliniCom Incorporated Condensed Balance Sheets, Condensed N/A Statements of Operations, Condensed Statements of Cash Flows and Notes to Condensed Financial Statements for the quarter ended June 30, 1995 (incorporated by reference from HBOC's Form 8-K dated August 16, 1995). 99(c) CliniCom Incorporated Report of Independent Public N/A Accountants, Balance Sheets as of December 31, 1994 and 1993, Statements of Operations, Statements of Stockholders' Equity and Statements of Cash Flows for each of the three years ended December 31, 1994 and Notes to Financial Statements (incorporated by reference from HBOC's Form 8-K dated August 16, 1995). 99(d) HBO & Company Pro Forma Combined Income Statements N/A for the Six Months Ended June 30, 1995, and the Year Ended December 31, 1994, HBO & Company Pro Forma Combined Balance Sheets at June 30, 1995, and HBO & Company Notes to Pro Forma Combined Financial Statements (incorporated by reference from HBOC's Form 8-K dated August 16, 1995). Page 3 SIGNATURE 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: October 4, 1995 /s/ Jay P. Gilbertson ---------------------------------- Jay P. Gilbertson Vice President - Finance, Chief Financial Officer Treasurer and Assistant Secretary Page 4 EX-23 2 EXHIBIT 23 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated February 10, 1995 included in this Current Report on Form 8-K of HBO and Company into HBO & Company's previously filed Registration Statements (Forms S-8 No. 2-75987, 33-39034, 2-92030, 33-12051,33-67300, 33-82962, 33-82960, 33-84034, 33-59173). /s/ Arthur Andersen LLP Arthur Andersen LLP Denver, Colorado October 4, 1995 Page 5 EX-99.A 3 EXHIBIT 99 (A) EXHIBIT 99(A) NEWS RELEASE CONTACT: ANNE DAVENPORT 301 PERIMETER CENTER NORTH INVESTOR RELATIONS ATLANTA, GA 30346 (770) 668-5968 HBOC FINALIZES CLINICOM ACQUISITION ATLANTA, October 2, 1995 -- HBO & Company (Nasdaq:HBOC) today announced it has completed its acquisition of CliniCom Inc. (Nasdaq:CLIN), a Boulder, CO-based developer of point-of-care clinical information systems. CliniCom shareholders received 0.4 of a share of HBOC common stock for each CliniCom share. At closing, approximately 3.46 million HBOC shares were issued for the approximately 8.66 million outstanding CliniCom shares. The transaction will be accounted for as a pooling of interests. With 1994 revenue of $35.4 million, CliniCom has approximately 100 customers throughout the United States, many of which also have HBOC systems installed. According to Charles W. McCall, HBOC president and CEO, the acquisition represents the culmination of a marketing relationship between HBOC and CliniCom that dates back to 1988. In late 1993, the two companies formalized their relationship with a "teaming" alliance whereby HBOC agreed to integrate CliniCom's products with its own applications in the creation of Pathways Care Manager, a multidisciplinary clinical solution for the health enterprise. "Easy access to accurate clinical information is clearly the key to improved outcomes and lower costs in healthcare," said McCall. "By joining the clinical expertise and experience of CliniCom with the capabilities we already possess, HBOC is positioned to deliver a fully integrated solution set that addresses the needs of caregivers across the spectrum of care." Mike Meyers will assume the role of vice president, clinical solutions, in HBOC's Pathways 2000-Registered Trademark- organization under the leadership of vice president Michael L. Kappel. Meyers and his team will be responsible for development and integration efforts between CliniCom and other HBOC applications. 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. Page 6 -----END PRIVACY-ENHANCED MESSAGE-----