-----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, Cv57Lknc4OuyLdiEpubX8oNiNE0UQ9LGqg7jHUijIcGE2wIhgFupGbxVDe/nosZP lmkZFhRB9X8zQieVl7Zk4w== 0000912057-96-021373.txt : 19960930 0000912057-96-021373.hdr.sgml : 19960930 ACCESSION NUMBER: 0000912057-96-021373 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960927 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960927 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: 96635867 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 27, 1996 Date of Report (SEPTEMBER 24, 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 September 24, 1996, the Company (HBOC) announced it had signed a definitive agreement to acquire GMIS Inc. (GMIS), a leading provider of clinical information systems for the managed care industry. The acquisition, which is subject to regulatory and GMIS shareholder approval, will be accounted for as a pooling of interests and is scheduled to close during the fourth quarter of 1996. Terms of the acquisition call for GMIS shareholders to receive 0.42 of a share of HBOC common stock for each share of GMIS common stock if the average HBOC share price remains between $47.62 and $64.00 during the pricing period ending shortly before the date of the special meeting of GMIS shareholders. Should the average HBOC share price during that pricing period be above $64.00 or below $47.62, GMIS shareholders will receive a fraction of a share of HBOC common stock with a value of $26.88 or $20.00, respectively, per GMIS share. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. EXHIBIT NO. DESCRIPTION PAGE ----------- ----------- ---- 99 HBO & Company News Release dated 4 September 24, 1996 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: September 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 of 4 EX-99 2 EXHIBIT 99 NEWS RELEASE EXHIBIT 99 NEWS RELEASE CONTACT: ANNE DAVENPORT 301 PERIMETER CENTER NORTH INVESTOR RELATIONS ATLANTA, GA 30346 (770) 668-5968 HBOC SIGNS DEFINITIVE AGREEMENT TO ACQUIRE GMIS INC. ATLANTA, September 24, 1996 -- HBO & Company (Nasdaq:HBOC) today announced it has signed a definitive agreement to acquire GMIS Inc. (Nasdaq:GMIS), a leading provider of clinical information systems for the managed care industry. The acquisition, which is subject to regulatory and GMIS shareholder approval, will be accounted for as a pooling of interests and is scheduled to close during the fourth quarter of 1996. Terms of the acquisition call for GMIS shareholders to receive 0.42 of a share of HBOC common stock for each share of GMIS common stock if the average HBOC share price remains between $47.62 and $64.00 during the pricing period ending shortly before the date of the special meeting of GMIS shareholders. Should the average HBOC share price during that pricing period be above $64.00 or below $47.62, GMIS shareholders will receive a fraction of a share of HBOC common stock with a value of $26.88 or $20.00, respectively, per GMIS share. GMIS, based in Malvern, PA, has over 250 customers with GMIS products affecting almost 60% of all privately insured individuals. The company had 1995 revenue of $36 million and has approximately 200 employees including eight physicians and a total of 25 clinicians. "GMIS brings to HBOC expertise in the payor data quality and decision support arenas. Marrying their payor based decision support and clinical episode tools with our provider based decision support products will give HBOC the strongest outcomes products in the marketplace" stated Charles W. McCall, HBOC president and chief executive officer. "HBOC, with its broad customer base and unparalleled distribution strength, provides GMIS with immediate access to the provider market, a market that is ripe for clinically based information technologies that assist in managing care," noted Thomas R. Owens, GMIS chairman, president and chief executive officer. "GMIS' existing managed care customers will also benefit significantly from HBOC's vast access to provider technology and data, thereby beginning to bridge the information gap that currently exists between these two segments." GMIS is a recognized leader in medical decision support systems that evaluate efficiency, effectiveness and quality in health care delivery. GMIS' technologies and proprietary databases permit managed care organizations and other customers to access protocols, standards, and analytical tools to manage utilization and quality, profile provider performance, assess outcomes, measure patient satisfaction and control costs. 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-----