-----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, KQO7oIP4L4MYk2M1Zw3DWp2vs7i/7Knj23zdNLK8z6+sRinjLst7kPP4vzm85Yu4 nrSZ8y8CcddrUytmo+/8tw== 0000912057-96-018908.txt : 19960828 0000912057-96-018908.hdr.sgml : 19960828 ACCESSION NUMBER: 0000912057-96-018908 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960821 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960827 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: 96620950 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 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 AUGUST 27, 1996 Date of Report (AUGUST 21, 1996) (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) (770) 393-6000 -------------------------------------------------- Registrant's telephone number, including area code Exhibit Index on page 2 of 4 Page 1 of 4 ITEM 5: OTHER EVENTS On August 21, 1996, HBO & Company of Georgia, a wholly owned subsidiary of HBO & Company (HBOC), completed the acquisition, by merger, of CyCare Systems, Inc. (CyCare) a Scottsdale, Arizona based provider of management software systems and electronic data interchange (EDI) services for medical group practices, faculty practice plans and medical enterprises. CyCare shareholders voted to approve the merger at a special meeting of shareholders held on August 21, 1996. CyCare shareholders received 0.86 of a share of HBOC common stock for each share of CyCare common stock. At closing, approximately 4.4 million HBOC shares were issued for the approximately 5.1 million outstanding CyCare 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. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. EXHIBIT NO. DESCRIPTION PAGE 2 Agreement of Merger dated May 18, 1996 by n/a and among HBO & Company, HBO & Company of Georgia and CyCare Systems, Inc. (Incorporated by reference from Exhibit 2 to the registrant's Registration Statement on Form S-4 (File No. 333-5663)) 99 HBO & Company News Release dated August 22, 1996 4 Page 2 of 4 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: August 27, 1996 /s/ Jay P. Gilbertson --------------------------------- Jay P. Gilbertson Senior Vice President - Finance, Chief Financial Officer, Principal Accounting Officer, Treasurer and Assistant Secretary Page 3 0f 4 EX-99 2 EX-99 EXHIBIT 99 NEWS RELEASE Contact: Anne Davenport 301 Perimeter Center North Investor Relations Atlanta, GA 30346 (770) 668-5968 HBOC COMPLETES ACQUISITION OF CYCARE SYSTEMS, INC. ATLANTA, August 22, 1996 -- HBO & Company (Nasdaq:HBOC) today announced it has completed the previously announced acquisition of CyCare Systems, Inc.(NYSE:CYS), a leading provider of management software systems and electronic data interchange (EDI) services for medical group practices, faculty practice plans and medical enterprises. CyCare shareholders received .86 of a share of HBOC common stock for each CyCare share. At closing, approximately 4.4 million HBOC shares were issued for the approximately 5.1 million outstanding CyCare shares.The transaction will be accounted for as a pooling of interests and HBOC will take a one-time charge for acquisition related expenses. CyCare, based in Scottsdale, AZ, had 1995 revenue of $62.9 million, of which approximately 70% is recurring processing and software maintenance revenue, and has over 475 employees and approximately 5,000 customers representing over 20,000 physicians. "The addition of CyCare will give HBOC a strategic advantage in dealing with large medical group practices, regardless of whether they're affiliated with an enterprise or integrated delivery network" stated Charles W. McCall, HBOC president and chief executive officer. "CyCare has been in business almost thirty years and has a solid reputation in the physician community for its physician practice management and EDI services." 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 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----