-----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, BGlbcB4NExh6rpX/ipV7SIHGUM+EQWM1lq8bNEAG9FYbqhn6/X7M1GeLo5YyRTWj CFc3sLFNj3edMz+8d2JccA== 0000912057-96-020063.txt : 19960912 0000912057-96-020063.hdr.sgml : 19960912 ACCESSION NUMBER: 0000912057-96-020063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960911 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960911 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: 96628599 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 SEPTEMBER 11, 1996 Date of Report (SEPTEMBER 9, 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 5 Page 1 of 5 ITEM 5: OTHER EVENTS On September 9, the Company announced the promotion of Jay Lapine to the position of vice president and general counsel for the company. Lapine replaces senior vice president and general counsel James A. Gilbert, who recently resigned to assume the position of president and chief operating officer of Atlanta-based IMNET Systems, Inc. On September 11, the Company (HBOC) announced it has completed a definitive agreement to acquire Management Software Inc. (MSI), a privately held provider of software solutions for the homecare industry. MSI shareholders will receive approximately 890,000 shares of HBOC stock in the transaction. The acquisition, which is subject to regulatory approval, will be accounted for as a pooling of interests and is scheduled to be completed in the third quarter. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. EXHIBIT NO. DESCRIPTION PAGE ----------- ----------- ---- 99 HBO & Company News Release dated 4 September 9, 1996 99(a) HBO & Company News Release dated 5 September 11, 1996 Page 2 of 5 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: September 10, 1996 /s/ Jay P. Gilbertson ----------------------------------------- Jay P. Gilbertson Senior Vice President - Finance, Chief Financial Officer, Principal Accounting Officer, Treasurer and Assistant Secretary Page 3 of 5 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 NAMES NEW GENERAL COUNSEL ATLANTA, September 9, 1996 -- HBO & Company (Nasdaq:HBOC) today announced the promotion of Jay Lapine to the position of vice president and general counsel for the company. Lapine replaces senior vice president and general counsel James A. Gilbert, who recently resigned to assume the position of president and chief operating officer of Atlanta-based IMNET Systems, Inc. Lapine, who joined HBOC in 1994, has nearly 20 years' experience serving in executive operations and general counsel positions within healthcare organizations. For the past two years, he has been responsible for the daily management of HBOC's legal department. "Jay Lapine's extensive experience makes him well qualified to succeed Jim Gilbert in this important position," said Charles W. McCall, HBOC president and chief executive officer. "We thank Jim for his contributions and wish him well in his new role at IMNET." 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, Ireland, Canada and New Zealand. ### Page 4 of 5 EX-99.A 3 EX 99.A EXHIBIT 99(a) NEWS RELEASE Contact: ANNE DAVENPORT 301 PERIMETER CENTER NORTH INVESTOR RELATIONS ATLANTA, GA 30346 (770) 668-5968 HBOC COMPLETES DEFINITIVE AGREEMENT TO ACQUIRE MANAGEMENT SOFTWARE, INC. ATLANTA, September 11, 1996 -- HBO & Company (Nasdaq:HBOC) today announced it has completed a definitive agreement to acquire Management Software Inc. (MSI), a privately held provider of software solutions for the home care industry. MSI shareholders will receive approximately 890,000 shares of HBOC stock in the transaction. The acquisition, which is subject to regulatory approval, will be accounted for as a pooling of interests and is scheduled to be finalized during the third quarter. Management Software Inc., based in Springfield, MO, had 1995 revenue of $15 million and has over 200 employees. The company is the market leader in the homecare information market with approximately 600 home health customers including Lutheran Health System of Fargo, N.D.; Healthspan Health System, Minneapolis, MN, and approximately 40 of the Columbia/HCA hospitals. 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 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----