-----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, i8uOK5Uuif7yJm+VI2/52AzR271lnhNFBlpOGetYWPRvynEWxFiRUrpm0h1gSoHm Pv/KgX823JgeFp4WBnWQVg== 0000912057-95-003383.txt : 19950511 0000912057-95-003383.hdr.sgml : 19950511 ACCESSION NUMBER: 0000912057-95-003383 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950509 EFFECTIVENESS DATE: 19950528 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59173 FILM NUMBER: 95535632 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 9, 1995 Registration No. 33- -------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 37-0986839 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 301 Perimeter Center North, Atlanta, Georgia 30346 (Address of principal executive offices including zip code) 1986 HBO & COMPANY NONQUALIFIED STOCK OPTION AGREEMENT; AND 1991 HBO & COMPANY NONQUALIFIED STOCK OPTION AGREEMENT 1; AND 1991 HBO & COMPANY NONQUALIFIED STOCK OPTION AGREEMENT 2 (Full title of the plan) James A. Gilbert HBO & Company 301 Perimeter Center North Atlanta, Georgia 30346 (Name and address of agent for service) (404) 393-6000 (Telephone number, including area code, of agent for service) WITH COPY TO: John E. Zamer, Esq. Jones, Day, Reavis & Pogue 3500 One Peachtree Center 303 Peachtree Street, N.E. Atlanta, Georgia 30308-3242 Page 1 of 27 Pages Exhibit Index Appears on Page 12 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Proposed Title of maximum securities Amount offering Proposed maximum Amount of to be to be price per aggregate registration registered registered share offering price fee - -------------------------------------------------------------------------------- Common Stock, 625,000 (2) $3.72 (3) $2,325,500 (2) $801.90 par value $.05 per share and Preferred Share Purchase Rights (1) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) 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. (2) As a result of a two-for-one stock split effected in 1994 and by reason of the anti-dilution provisions of the above referenced plans, the number of shares of Common Stock purchasable pursuant to the plans was doubled from 312,500 to 625,000 shares and the exercise price per share halved. Such additional indeterminable number of shares of Common Stock are hereby registered as may be further required by reason of the anti-dilution provisions of the plans. (3) Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate is made solely for the purpose of calculating the amount of the registration fee and is based upon the actual weighted average exercise price of the stock options granted under the above referenced plans.
Page 2 of 27 Pages EXPLANATORY NOTE ---------------- In accordance with the Note to Part I of the Form S-8, the information specified in Part I has been omitted from this Registration Statement. Page 3 of 27 Pages PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by HBO & Company (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (1) Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (2) All other reports filed with 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, 1994; and (3) The description of the Company's 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 Securities Exchange Act of 1934, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Inapplicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Inapplicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's By-Laws (Article, IX, Section 1) provides 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 General Corporation law of the State of Delaware, as amended from time to time, against all expenses, Page 4 of 27 Pages 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, 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 this 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 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 General Corporation 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 Page 5 of 27 Pages 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 cases, 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 General Corporation Law of Delaware 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 General Corporation Law of Delaware. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Inapplicable. ITEM 8. EXHIBITS. 4.1 1986 HBO & Company Nonqualified Stock Option Agreement 4.2 1991 HBO & Company Nonqualified Stock Option Agreement 1 4.3 1991 HBO & Company Nonqualified Stock Option Agreement 2 5 Opinion of Counsel 15 Letter Re: Unaudited Interim Financial Information Page 6 of 27 Pages 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (included in Exhibit 5) 24 Power of Attorney ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended ("1933 Act"), each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange 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 Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. (c) The undersigned registrant hereby 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 hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. Page 7 of 27 Pages (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 8 of 27 Pages 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 this Registration Statement 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 this __9th__ day of May, 1995. HBO & COMPANY By: /s/ Charles W. McCall --------------------------- Charles W. McCall President, Chief Executive Officer and Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James A. Gilbert, and Jay P. Gilbertson, jointly and severally, each in his own capacity, his true and lawful attorneys- in-fact, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any 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, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Page 9 of 27 Pages 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 dates indicated. Signature Title Date --------- ----- ---- /s/ Charles W. McCall President, Chief May 9, 1995 -------------------------- Executive Officer and Charles W. McCall Director (Principal Executive Officer) /s/ Jay P. Gilbertson Vice President-Finance, -------------------------- Assistant Secretary, Jay P. Gilbertson Treasurer, and Chief Financial Officer (Principal Financial Officer) /s/ Timothy S. Heyerdahl Vice President - May 9, 1995 -------------------------- Controller and Chief Timothy S. Heyerdahl Accounting Officer (Principal Accounting Officer) /s/ Holcombe T. Green, Jr. Chairman of the Board May 9, 1995 -------------------------- Holcombe T. Green, Jr. Director May 9, 1995 /s/ John P. Crecine -------------------------- John P. Crecine /s/ Alfred C. Eckert III Director May 9, 1995 -------------------------- Alfred C. Eckert III /s/ Alton F. Irby III Director May 9, 1995 -------------------------- Alton F. Irby III /s/ Gerald E. Mayo Director May 9, 1995 -------------------------- Gerald E. Mayo /s/ James V. Napier Director May 9, 1995 -------------------------- James V. Napier Page 10 of 27 Pages /s/ Charles E. Thoele Director May 9, 1995 -------------------------- Charles E. Thoele /s/ Donald C. Wegmiller Director May 9, 1995 -------------------------- Donald C. Wegmiller Page 11 of 27 Pages EXHIBIT INDEX Page Number in Exhibit Sequentially Number Exhibit Description Numbered Copy ------- ------------------- ------------- 4.1 1986 HBO & Company Nonqualified 13 Stock Option Agreement 4.2 1991 HBO & Company Nonqualified 17 Stock Option Agreement 1 4.3 1991 HBO & Company Nonqualified 21 Stock Option Agreement 2 5 Opinion of Counsel 25 15 Letter Re: Unaudited Interim 26 Financial Information 23.1 Consent of Independent Auditors 27 23.2 Consent of Counsel (included in 25 Exhibit 5) 24 Power of Attorney 9 Page 12 of 27 Pages EX-4.1 2 EXHIBIT 4.1 HBO & COMPANY NONQUALIFIED STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, entered into as of this 16th day of July, 1986 by and between HBO & COMPANY, a Delaware corporation (the "Company"), and Holcombe T. Green, Jr. ("Optionee"). W I T N E S S E T H: In order to promote the long term interests of the Company and to encourage stock ownership and in consideration of the mutual covenants herein, it is agreed between Optionee and the Company as follows: 1. GRANT OF OPTION. Upon and subject to the terms, restrictions, limitations and conditions stated herein, the Company hereby grants to Optionee the right and option to purchase Twenty-Five Thousand (25,000) shares of the Company's common stock, $0.05 per value, (the "Option"). The Option shall expire and not be exercisable after July 16, 1996, and in no event shall be exercisable after ten (10) years from the date of grant hereof. 2. PURCHASE PRICE. The price per share to be paid by Optionee for the shares subject to this Option shall be Nine Dollars ($9.00). Page 13 of 27 Pages 3. EXERCISE TERMS. Optionee may exercise this Option at any time and from time to time prior to the expiration of the Option. In the event this Option is not exercised with respect to all or any part of the shares subject to this Option before such expiration, the shares with respect to which this Option was not exercised in accordance with the stated schedule shall no longer be subject to this Option. 4. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are not assignable nor transferable by Optionee otherwise than by will or the laws of descent and distribution, and during Optionee's lifetime this Option is exercisable only by him. 5. NOTICE OF EXERCISE OF OPTION. This Option may be exercised only by written notice given to the Secretary of the Company, at its Corporate Headquarters, specifying the number of shares of stock with respect to which this Option is then being exercised, accompanied by a check payable to the order of the Company, in an amount equal to the option price of each share of stock being purchased upon such exercise. This Option may be exercised in whole or in part at any time or from time to time on any business day of the Company during the period this Option is exercisable. Optionee shall not have any rights of a stockholder with respect to shares of stock subject to this Option until such shares are purchased upon exercise of this Option and duly issued pursuant to all requisite corporate action. Page 14 of 27 Pages 6. ADJUSTMENT IN OPTION. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend occurring between the date of grant of this Option and prior to complete exercise of this Option, the number of shares subject to the Option shall be appropriately adjusted by the Company. 7. TERMINATION. In the event that Optionee shall no longer be a Director of the Company, for any reason, other than a termination by reason of death, this Option shall forthwith terminate. In the event of termination because of death, Optionee or his legatee or personal representatives may exercise this Option at any time within twelve (12) months after such termination, but in no event after ten (10) years from the date of grant hereof. 8. INVESTMENT INTENTION. Solely for the purpose of enabling the Company to comply with any applicable blue sky laws (the "Acts"), at any time of exercise of this Option, in whole or in part, Optionee agrees to deliver to the Company an appropriate investment letter or letters prepared by counsel for the Company stating that he is purchasing the shares to be issued upon the exercise of this Option for investment purposes for his own Page 15 of 27 Pages account and not with any present intention to resell or distribute such shares, and Optionee agrees that the certificates for such shares to be delivered to him may be stamped with restrictive legends to this effect. However, if the shares underlying this Option shall at any time be registered under the Acts, or if such shares may, in the opinion of counsel for the Company, be sold without registration under said Acts, the Company shall release Optionee from this investment representation and remove the restrictive legend from such shares. 9. BINDING AGREEMENT. This Agreement shall be binding upon the Company and its successors and assigns. IN WITNESS WHEREOF, the Company and Optionee have affixed their duly authorized signatures hereto as of the date first above written. HBO & COMPANY BY: /S/ Walter S. Huff, Jr. ----------------------- OPTIONEE: /S/ Holcombe T. Green, Jr. -------------------------- Page 16 of 27 Pages EX-4.2 3 EXHIBIT 4.2 HBO & COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT 1 THIS STOCK OPTION AGREEMENT, entered into as of this 27th day of January, 1991 by and between HBO & COMPANY, a Delaware corporation (the "Company"), and Charles W. McCall ("Optionee"). W I T N E S S E T H: In order to promote the long term interests of the Company and to encourage stock ownership and in consideration of the mutual covenants herein, it is agreed between Optionee and the Company as follows: 1. GRANT OF OPTION. Upon and subject to the terms, restrictions, limitations and conditions stated herein, the Company hereby grants to Optionee the right and option to purchase Two Hundred Thousand (200,000) shares of the Company's common stock, $0.05 per value, (the "Option"). The Option shall be exercisable at any time after January 15, 1993 if the Fair Market Value of the Company's stock, for a period of ten (10) consecutive trading days immediately prior to exercise, equals or exceeds Fifteen Dollars ($15.00). The Option shall expire and not be exercisable after January 15, 2003. 2. PURCHASE PRICE. The price per share to be paid by Optionee for the shares subject to this Option shall be Six Dollars ($6.00). 3. EXERCISE TERMS. Optionee may exercise this Option at any time and from time to time prior to the expiration of the Option. In the event this Option is not exercised with respect to all or any part of the shares subject to this Option before such expiration, the shares with respect to which this Option was not exercised in accordance with the stated schedule shall no longer be subject to this Option. 4. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are not assignable nor transferable by Optionee otherwise than by will or the laws of descent and distribution, and during Optionee's lifetime this Option is exercisable only by him. 5. NOTICE OF EXERCISE OF OPTION. This Option may be exercised only by written notice given to the Secretary of the Company, at its Corporate Headquarters, specifying the number of shares of stock with respect to which this Option is then being exercised, accompanied by a check payable to the order of the Company, in an amount equal to the option price of each share of stock being purchased upon such exercise. This Option may be exercised in whole or in part at any time or from time to time on any business day of the Company during the period this Option is Page 17 of 27 Pages exercisable. Optionee shall not have any rights of a stockholder with respect to shares of stock subject to this Option until such shares are purchased upon exercise of this Option and duly issued pursuant to all requisite corporate action. 6. ADJUSTMENT IN OPTION. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of a merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend occurring between the date of grant of this Option and prior to complete exercise of this Option, the number of shares subject to the Option shall be appropriately adjusted by the Company. 7. TERMINATION. In the event that Optionee shall no longer be an Employee of the Company, for any reason, other than a termination by reason of death or disability, this Option shall forthwith terminate. In the event of termination because of death or disability, Optionee or his legatee or personal representatives may exercise this Option at any time within twelve (12) months after such termination. 8. CHANGE OF CONTROL. In the event there is a Change of Control (as such term is defined below) of the Company and either (i) Optionee's employment is terminated involuntarily by the Company or (ii) Optionee terminates employment with the Company for Good Reason (as such term is defined below), then this Option shall not terminate but rather Optionee shall have the immediate right to exercise this Option with respect to all shares granted pursuant to this Option at any time, notwithstanding the provisions of Sections 1 or 7 hereof; PROVIDED, HOWEVER, that should the Change of Control result in the termination of this Option without the simultaneous conversion of this Option into options to purchase like stock of the Company, or a corporation acquiring or succeeding to the rights of the Company in such Change of Control, upon terms substantially similar to those described herein, THEN Optionee shall have the immediate right upon such Change of Control to exercise this Option with respect to all shares granted pursuant to this Option at any time, regardless of whether Optionee's employment with the Company has terminated. For purposes of this Section 8, "Change of Control" of the Company shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Company, (ii) the Company shall sell substantially all of its assets to another corporation that is not a wholly owned subsidiary, (iii) a person, within the meaning of Section 3(a)(9) or of Section 13(a)(3) (as in effect on the date hereof) of the Securities Exchange Page 18 of 27 Pages Act of 1934, shall acquire 40% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record), or (iv) there shall be a change within the period beginning with the first day after any annual meeting of stockholders of the Company (commencing for these purposes on May 15, 1991) and ending (and including) the date of the successive annual meeting of more than two-thirds of the members of the Board of Directors of the Company, For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(1) (i) (as in effect on the date hereof) pursuant to the Securities Exchange Act of 1934. For purposes of this Section 8, termination by Optionee of his employment with the Company for "Good Reason" shall mean any one of the following: (a) Subsequent to a Change of Control, and without the express written consent of Optionee, the assignment to Optionee of any duties inconsistent with his positions, duties, responsibilities and status with the Company immediately prior to such Change of Control, or a change in his reporting responsibilities, titles or offices as in effect immediately prior to such Change of Control, or any removal of Optionee from or any failure to reappoint Optionee to any of such positions, except in connection with the termination of Optionee's employment by reason of death, Optionee's becoming a Disabled Employee, or Optionee's voluntary termination for other than Good Reason; (b) Subsequent to a Change of Control, a reduction by the Company in Optionee's base salary as in effect on the date hereof or as the same may be increased from time to time; (c) Subsequent to a Change of Control, a failure by the Company to continue any bonus plans in which Optionee is presently entitled to participate (the "Bonus Plans") as the same may be modified from time to time but substantially in the forms currently in effect, or a failure by the Company to continue Optionee as a participant in the Bonus Plans on at least the same basis as Optionee presently participates in the Bonus Plans; (d) Subsequent to a Change of Control, and without Optionee's express written consent, the Company's requiring Optionee to be based anywhere other than within fifty (50) miles of Optionee's present office location, except for required travel on the Company's business to an extent substantially consistent with Page 19 of 27 Pages Optionee's present business travel obligations; or (e) Subsequent to a Change of Control, the failure by the Company to continue in effect any benefit or compensation plan, life insurance plan, health-and-accident plan or disability plan in which Optionee is participating at the time of a Change of Control (or plans providing Optionee with substantially similar benefits), the taking of any action by the Company that would adversely affect the Optionee's participation in or materially reduce their benefits under any of such plans or deprive them of any material fringe benefit enjoyed at the time of the Change of Control, or the failure by the Company to provide Optionee with the number of paid vacation days to which Optionee is then entitled in accordance with the Company's normal vacation policy in effect on the date hereof. 9. INVESTMENT INTENTION. Solely for the purpose of enabling the Company to comply with any applicable blue sky laws (the "Acts"), at any time of exercise of this Option, in whole or in part, Optionee agrees to deliver to the Company an appropriate investment letter or letters prepared by counsel for the Company stating that he is purchasing the shares to be issued upon the exercise of this Option for investment purposes for his own account and not with any present intention to resell or distribute such shares, and Optionee agrees that the certificates for such shares to be delivered to him may be stamped with restrictive legends to this effect and Optionee agrees to abide by any such restrictions. However, if the shares underlying this Option shall at any time be registered under the Acts, or if such shares may, in the opinion of counsel for the Company, be sold without registration under said Acts, the Company shall release Optionee from this investment representation and remove the restrictive legend from such shares. 10. BINDING AGREEMENT. This Agreement shall be binding upon the Company and its successors and assigns. IN WITNESS WHEREOF, the Company and Optionee have affixed their duly authorized signatures hereto as of the date first above written. HBO & COMPANY BY: /S/ Thomas H. Muller, Jr. ------------------------- OPTIONEE: /S/ Charles W. McCall --------------------- Page 20 of 27 Pages EX-4.3 4 EXHIBIT 4.3 HBO & COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT 2 THIS STOCK OPTION AGREEMENT, entered into as of this 30th day of April, 1991 by and between HBO & COMPANY, a Delaware corporation (the "Company"), and Holcombe T. Green, Jr. ("Optionee"). W I T N E S S E T H: In order to promote the long term interests of the Company and to encourage stock ownership and in consideration of the mutual covenants herein, it is agreed between Optionee and the Company as follows: 1. GRANT OF OPTION. Upon and subject to the terms, restrictions, limitations and conditions stated herein, the Company hereby grants to Optionee the right and option to purchase One Hundred Thousand shares (100,000) of the Company's common stock, $0.05 per value, (the "Option"). The Option shall expire and not be exercisable after March 21, 2000, and in no event shall be exercisable after ten (10) years from the date of grant hereof. 2. PURCHASE PRICE. The price per share to be paid by Optionee for the shares subject to this Option shall be Ten Dollars and Thirteen cents ($10.13). 3. EXERCISE TERMS. Optionee may exercise this Option at any time prior to the expiration of the Option, in accordance with the following vesting scheduling: Page 21 of 27 Pages Number of Shares Exercisable on or After ---------------- ----------------------- 20,000 April 30, 1991 20,000 April 30, 1992 20,000 April 30, 1993 20,000 April 30, 1994 20,000 April 30, 1995 In the event this Option is not exercised with respect to all or any part of the shares subject to this Option before such expiration, the shares with respect to which this Option was not exercised in accordance with the stated schedule shall no longer be subject to this Option. 4. OPTION NON-TRANSFERABLE. This Option and all rights hereunder are not assignable nor transferable by Optionee otherwise than by will or the laws of descent and distribution, and during Optionee's lifetime this Option is exercisable only by him. 5. NOTICE OF EXERCISE OF OPTION. This Option may be exercised only by written notice given to the Secretary of the Company, at its Corporate Headquarters, specifying the number of shares of stock with respect to which this Option is then being exercised, accompanied by a check payable to the order of the Company, in an amount equal to the option price of each share of stock being purchased upon such exercise. This Option may be exercised in whole or in part at any time or from time to time on any business day of the Company during the period this Option is exercisable. Optionee shall not have any rights of a stockholder Page 22 of 27 Pages with respect to shares of stock subject to this Option until such shares are purchased upon exercise of this Option and duly issued pursuant to all requisite corporate action. 6. ADJUSTMENT IN OPTION. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of a merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend occurring between the date of grant of this Option and prior to complete exercise of this Option, the number of shares subject to the Option shall be appropriately adjusted by the Company. 7. TERMINATION. In the event that Optionee shall no longer be a Director of the Company, for any reason, other than a termination by reason of death, this Option shall forthwith terminate. In the event of termination because of death, Optionee or his legatee or personal representatives may exercise this Option at any time within twelve (12) months after such termination, but in no event after ten (10) years from the date of grant hereof. 8. INVESTMENT INTENTION. Solely for the purpose of enabling the Company to comply with any applicable blue sky laws (the "Acts"), at any time of exercise of this Option, in whole or in part, Optionee agrees to deliver to the Company an appropriate investment letter or letters prepared by counsel for the Company Page 23 of 27 Pages stating that he is purchasing the shares to be issued upon the exercise of this Option for investment purposes for his own account and not with any present intention to resell or distribute such shares, and Optionee agrees that the certificate for such shares to be delivered to him may be stamped with restrictive legends to this effect. However, if the shares underlying this Option shall at any time be registered under the Acts, or if such shares may, in the opinion of counsel for the Company, be sold without registration under said Acts, the Company shall release Optionee from this investment representation and remove the restrictive legend from such shares. 9. PAYMENT OF TAXES. If, in connection with the exercise of this Option, the Company is required to withhold income taxes from the employee, payment for these taxes must be made in conjunction with payment for the Option shares themselves. 10. BINDING AGREEMENT. This Agreement shall be binding upon the Company and its successors and assigns. IN WITNESS WHEREOF, the Company and Optionee have affixed their duly authorized signatures hereto as of the date first above written. HBO & COMPANY BY: /S/ Thomas H. Muller, Jr. ------------------------- OPTIONEE: /S/ Holcombe T. Green, Jr. -------------------------- Page 24 of 27 Pages EX-5 5 EXHIBIT 5 [Letterhead] May 9, 1995 HBO & Company 301 Perimeter Center North Atlanta, Georgia 30346 Re: Registration Statement on Form S-8 for HBO & Company Relating to 650,000 Shares of Common Stock, Par Value $0.05 Per Share, Available for Issuance Pursuant to Certain Nonqualified Stock Option Agreements ----------------------------------------------------------- Ladies and Gentlemen: We have acted as counsel for HBO & Company, a Delaware corporation (the "Company"), in connection with the registration of 650,000 shares of common stock of the Company, par value $0.05 per share (the "Shares"), available for issuance pursuant to Nonqualified Stock Option Agreements entered into as of July 16, 1986, January 27, 1991 and April 30, 1991 (collectively, the "Option Agreements"). We have examined such documents, records and matters of law as we have deemed necessary for the purposes of this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold pursuant to the Option Agreements, against payment of the consideration for the Shares as provided therein, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares under the Securities Act of 1933, as amended. Very truly yours, /s/ Jones, Day, Reavis & Pogue Jones, Day, Reavis & Pogue Page 25 of 27 Pages EX-15 6 EXHIBIT 15 Exhibit 15 ARTHUR ANDERSEN LLP LETTER REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION We are aware that HBO & Company has incorporated by reference in its Form S-8 Registration Statement relating to the 1986 HBO & Company Nonqualified Stock Option Agreement, the 1991 HBO & Company Nonqualified Stock Option Agreement 1, and the 1991 HBO & Company Nonqualified Stock Option Agreement 2 its Form 10-Q for the quarter ended March 31, 1995, which includes our report dated April 19, 1995, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933 (the "Act"), that report is not considered a part of the Registration Statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. /s/ Arthur Andersen LLP Atlanta, Georgia May 5, 1995 Page 26 of 27 Pages EX-23.1 7 EXHIBIT 23.1 Exhibit 23.1 ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our reports dated February 8, 1995 included in HBO & Company's Annual Report on Form 10-K for the year ended December 31, 1994 and to all references to our firm included in this Registration Statement. /s/ Arthur Andersen LLP Atlanta, Georgia May 5, 1995 Page 27 of 27 Pages -----END PRIVACY-ENHANCED MESSAGE-----