-----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, EYykwZi9iVSIDE5O9o/GbxQm6uLvMB/e04TPSSKSf5JmiOW81RrY/fFAMHbmBzk0 hxsCoYqUb5CG0y7kDGU21w== 0000912057-97-009407.txt : 19970320 0000912057-97-009407.hdr.sgml : 19970320 ACCESSION NUMBER: 0000912057-97-009407 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970319 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970319 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: 97559451 BUSINESS ADDRESS: STREET 1: 301 PERIMETER CTR N CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 77036000 MAIL ADDRESS: STREET 1: 301 PERIMETER CTR N CITY: ATLANTA STATE: GA ZIP: 30346 8-K 1 8-K 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 MARCH 19, 1997 Date of Report (MARCH 14, 1997) (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 30346 ATLANTA, GA (Zip Code) (Address of principal executive offices)
(770) 393-6000 Registrant's telephone number, including area code Exhibit Index on page 2 of 5 1 ITEM 5: OTHER EVENTS On March 14, 1997, HBO & Company (HBOC) announced it had signed a definitive agreement to acquire Enterprise Systems, Inc. (NASDAQ:ESIX), a leading developer of resource management solutions including materials management, operating room logistics, scheduling and financial management. The stockholders of Enterprise Systems, Inc. will receive shares of HBOC common stock in the transaction and the exchange ratio will be determined by averaging the closing HBOC stock price for a period of twenty trading days ending shortly before the closing of the transaction. The acquisition, which is subject to regulatory and Enterprise Systems, Inc. stockholder approval and other customary closing conditions, will be accounted for as a pooling of interests and is anticipated to close during the second quarter of 1997. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits.
EXHIBIT NO. DESCRIPTION PAGE ------------------------------------------------------------- 99 HBO & Company News Release dated March 14, 1997 4
2 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: March 19, 1997 /s/ JAY P. GILBERTSON ------------------------------------ Jay P. Gilbertson Executive Vice President, Chief Financial Officer, Principal Accounting Officer, Treasurer and Secretary 3 EX-99 2 EX-99 EXHIBIT 99 NEWS RELEASE CONTACT: MONIKA BROWN 301 PERIMETER CENTER NORTH INVESTOR RELATIONS ATLANTA, GA 30346 (770) 668-5926 HBOC Announces Definitive Agreement to Acquire Enterprise Systems, Inc. ATLANTA, March 14, 1997 - HBO & Company (Nasdaq:HBOC) today announced it has signed a definitive agreement to acquire Enterprise Systems, Inc. (NASDAQ:ESIX), a leading developer of resource management solutions including materials management, operating room logistics, scheduling and financial management. The acquisition, which is subject to regulatory and Enterprise Systems, Inc. stockholder approval and other customary closing conditions, will be accounted for as a pooling of interests and is anticipated to close during the second quarter of 1997. The stockholders of Enterprise Systems, Inc. (ESI) will receive shares of HBOC common stock in the transaction and the exchange ratio will be determined by averaging the closing HBOC stock price for a period of twenty trading days ending shortly before the closing of the transaction. If the average price of HBOC common stock is between $60 and $68, ESI shareholders will receive a fraction of an HBOC share equal to $30 per ESI share. If the average price of HBOC common stock during the pricing period is below $60, ESI stockholders will receive .5 of a share of HBOC common stock for each share of ESI common stock. If the HBOC average price is above $68 up to $72, ESI stockholders will receive .4412 of a share of HBOC common stock per ESI share and above $72, ESI stockholders will receive a fraction of an HBOC share equal to $31.77 per ESI share. ESI had 1996 revenue of $52.3 million and has over 400 employees supporting over 1,000 customers. ESI offers an extensive resource management product portfolio, including the recently announced NOVA.IDN, a client-server based, enterprisewide materials management solution, designed to help customers reduce expenses through consolidation of purchasing, lower inventory carrying costs and improved material tracking and accountability. "This acquisition again demonstrates HBOC's commitment to look for the best information solutions for our customers, as they continue to meet the challenge of improving the quality of care while reducing delivery cost" stated Charles W. McCall, HBOC president and chief executive officer. "With Enterprise Systems we add the leader in materials management solutions, with a proven track record of return on investment for their customers, to our enterprisewide suite of information systems." "We are excited to become a part of the HBOC team" stated Glen E. Tullman, ESI chief executive officer. "Our products complement HBOC's existing products and offer our clients the opportunity to more easily combine information on cost and quality. In addition, we can accelerate our efforts in enterprisewide resource management, both in terms of product development and leveraging HBOC's substantial customer base and distribution capabilities to deliver the best cost reduction solution in the industry." 4 Enterprise Systems develops, implements and services an integrated suite of resource management products for over 1,000 healthcare organizations throughout North America. HBO & Company delivers enterprisewide patient care, clinical, financial and strategic management software solutions, as well as networking technologies, electronic data interchange, outsourcing and other services to healthcare organizations throughout the world. 5 -----END PRIVACY-ENHANCED MESSAGE-----