-----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, KZAkb/ouXQGHmSD1a2pjNoS6sok5vmPHwD4/mRuSi1P4ST34PhZOkQLpMeHtpq3o hx2qENrI8ErR3nwQYSGWSg== 0000912057-96-028867.txt : 19961211 0000912057-96-028867.hdr.sgml : 19961211 ACCESSION NUMBER: 0000912057-96-028867 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19961210 EFFECTIVENESS DATE: 19961210 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: 333-17583 FILM NUMBER: 96678725 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 S-8 1 S-8 As filed with the Securities and Exchange Commission on December 10, 1996 Registration No. 333-___________ 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 (State or other jurisdiction of incorporation or organization) 37-0986839 (I.R.S. Employer Identification No.) 301 Perimeter Center North Atlanta, Georgia 30346 (Address of principal executive offices) (zip code) ____________________ GMIS INC. NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN GMIS INC. AND JOSEPHINE G. KAPLE AND GMIS INC. NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN GMIS INC. AND LAWRENCE KOENIG ____________________ Charles W. McCall HBO & Company 301 Perimeter Center North Atlanta, Georgia 30346 (Name and address of agent for service) ____________________ , (770) 393-6000 (Telephone number, including area code, of agent for service) ____________________ WITH COPY TO: Lisa A. Stater, Esq. Jones, Day, Reavis & Pogue 3500 One Peachtree Center 303 Peachtree Street, N.E. Atlanta, Georgia 30308-3242 (404) 521-3939 Exhibit Index Appears on Page 10 Page 1 of 21 Pages Calculation of Registration Fee - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Proposed maxi- Proposed maxi- Amount of Title of securities Amount to be mum offering mum aggregate registration to be registered registered price per share offering price fee - -------------------------------------------------------------------------------- Common Stock, $.05 par value, and 49,350 $28.869 (1) $1,424,685.15(1) $431.72(2) Preferred Share shares Purchase Rights(3) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act of 1933, as amended. Because all shares are presently subject to options, the offering price is based upon the actual weighted average exercise price, of $ 28.869 per share. (2) The registration fee is calculated by multiplying the product of $28.869, the weighted average exercise price per share, and 49,350, the number of shares subject to option, by 1/33 of 1%. (3) 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. Page 2 of 21 Pages EXPLANATORY NOTE In accordance with the Note to Part I of Form S-8, the information specified by Part I has been omitted from this Registration Statement. Page 3 of 21 Pages PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. HBO & Company (the "Company") hereby incorporates by reference into this Registration Statement the following documents: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. (b) All other reports filed with the Securities and Exchange Commission (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, 1995. (c) The description of the 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 1934 Act prior to the filing of a post-effective amendment which indicates that all securities have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Item 4. DESCRIPTION OF SECURITIES. Inapplicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Inapplicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Set forth below is a description of certain provisions of the Certificate of Incorporation of the Company, the By-Laws, as amended (the "By-Laws") of the Company and the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law"), as such provisions relate to the indemnification of the directors and officers of the Company. This description is intended only as a summary and is qualified in its entirety by reference to the Certificate of Incorporation, the By-Laws and the Delaware General Corporation Law. The Company's By-Laws (Article IX, Section 1) provide 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 Delaware General Corporation Law, as amended from time to time, against all expenses, liabilities and losses (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or Page 4 of 21 Pages 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 such 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 the 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 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 case, 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 Delaware General Corporation Law 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 Page 5 of 21 Pages to contain provisions substantially similar to those contained in the amended Delaware General Corporation Law. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Inapplicable. Item 8. EXHIBITS. Exhibit Number Description - ------- ----------- Included in Part II of the Registration Statement: 4(a) GMIS Inc. Non-Qualified Stock Option Agreement, dated April 15, 1994, by and between GMIS Inc. and Josephine G. Kaple 4(b) GMIS Inc. Non-Qualified Stock Option Agreement, dated April 15, 1994, by and between GMIS Inc. and Lawrence Koenig 5 Opinion of Counsel re: legality 15 Letter re: unaudited interim financial information 23(a) Consent of Counsel (contained in Exhibit 5) 23(b) Consent of independent public accountants 24 Power of Attorney (included in signature page) Item 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended (the "1933 Act"), each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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 1933 Act 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 Commission such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. Page 6 of 21 Pages (c) The undersigned registrant 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 undertakes that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment 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. (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 7 of 21 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 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 the 10th day of December, 1996. HBO & COMPANY By:/s/ Charles W. Mccall ----------------------- Charles W. McCall President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles W. McCall and Jay P. Gilbertson, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all 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, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 date indicated:
Signature Title Date - --------- ----- ---- /s/ Charles W. McCall Director, President and Chief Executive December 10, 1996 - -------------------------- Officer (Principal Executive Officer) Charles W. McCall /s/ Jay P. Gilbertson Senior Vice President - Finance, Chief December 10, 1996 - -------------------------- Financial Officer, Principal Accounting Jay P. Gilbertson Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ Holcombe T. Green, Jr. Chairman of the Board of Directors December 10, 1996 - -------------------------- Holcombe T. Green, Jr.
Page 8 of 21 Pages Signature Title Date - --------- ----- ---- /s/ Alfred C. Eckert III Director December 10, 1996 - -------------------------- Alfred C. Eckert III /s/ Philip A. Incarnati Director December 10, 1996 - -------------------------- Philip A. Incarnati /s/ Alton F. Irby III Director December 10, 1996 - -------------------------- Alton F. Irby III /s/ Gerald E. May Director December 10, 1996 - -------------------------- Gerald E. Mayo /s/ James V. Napier Director December 10, 1996 - -------------------------- James V. Napier /s/ Charles E. Thoele Director December 10, 1996 - -------------------------- Charles E. Thoele /s/ Donald C. Wegmiller Director December 10, 1996 - -------------------------- Donald C. Wegmiller Page 9 of 21 Pages EXHIBIT INDEX Exhibit Page Number Description Number - ------ ----------- ------ Included in Part II of the Registration Statement: 4(a) GMIS Inc. Non-Qualified Stock Option Agreement, dated April 15, 1994, by and between GMIS Inc. and Josephine G. Kaple 11 4(b) GMIS Inc. Non-Qualified Stock Option Agreement, dated April 15, 1994, by and between GMIS Inc. and Lawrence Koenig 15 5 Opinion of Counsel re: legality 19 15 Letter re: unaudited interim financial information 15 23(a) Consent of Counsel (contained in Exhibit 5) 19 23(b) Consent of independent public accountants 21 24 Power of Attorney (included in signature page) 8 Page 10 of 21 Pages EX-4.A 2 EX-4A Exhibit 4(a) NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is entered into on April 15, 1994 (the "Option Date") by and between GMIS Inc., a Delaware corporation with its principal office at 5 Country View Road, Malvern, Pennsylvania 19355 (the "Company"), and Josephine G. Kaple, 12308 Bonnie Dale Drive, Gaithersburg, Maryland 20878 (the "Optionee"). WHEREAS, the Company has agreed to employ Optionee pursuant to an Employment Agreement dated the date hereof ("Employment Contract") and, among other things, provide Optionee with an opportunity to purchase common stock so as to give Optionee a proprietary interest in the Company's success, and the Board of Directors, voted to grant to the Optionee a non-qualified stock option at a purchase price equal to the fair market value of the Company's stock on the date and time of grant of this option; and WHEREAS, the Optionee renders important services to the Company and the Company desires to grant a non-qualified stock option to the Optionee; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties hereto hereby agree as follows: 1. GRANT OF OPTION. Upon the terms and conditions hereinafter set forth, the Company hereby grants to the Optionee the option to purchase from the Company 300,000 shares of the common stock of the Company (the "Common Stock"), at a purchase price per share of $12.125 ("Purchase Price"). 2. EXERCISABILITY AND VESTING. The right of Optionee to purchase Common Stock hereunder shall vest and become exercisable at a rate of 75,000 shares on each of the next four six-month anniversaries of the date hereof as follows: October 15, 1994 25,000 April 15, 1995 25,000 October 15, 1995 25,000 April 15, 1996 25,000 provided; that Optionee's right to purchase Common Stock hereunder shall not further vest and become exercisable under the foregoing after the date Optionee's employment with the Company is terminated during the term of the Employment Contract for Cause (as defined in Section 10(a) of the Employment Contract) or by Optionee during the term of the Employment Contract for any reason other than pursuant to Section 10(c) of the Employment Contract ("Good Reason"). Notwithstanding anything to the contrary in this Agreement, the Optionee's right to purchase Common Stock hereunder shall be fully vested and become fully exercisable upon the termination of Optionee's employment prior to the expiration of the Employment Contract (A) if, within one year after a Change in Control, Optionee terminates Optionee's employment for any reason (whether or not constituting Good Reason), or (B) if Optionee's employment is terminated for any reason other than Cause or is terminated by Optionee for Good Reason, or (C) if Optionee's employment is terminated due to Optionee's death or Disability (as defined in Section 8(a) of the Employment Contract). The Optionee's right to purchase Common Stock hereunder may be exercised in whole or in part, as to any options vested pursuant to the terms hereof for a period ending five years from the date hereof, whether or not Optionee is an employee of the Company at the time of exercise and, if Optionee is not an employee of the Company, regardless of why Optionee's employment terminated or who terminated it. For purposes of this Agreement, the term "Change in Control" shall mean and be deemed to have occurred at such time as (A) the Company, together with its Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall no longer beneficially own (as Page 11 of 21 Pages defined in Rule 13d-3 under the Exchange Act), directly or indirectly, securities of Corporate Cost Management, Inc. ("CCM") representing at least 50.1% of the combined voting power of CCM's outstanding securities entitled to vote generally in the election of directors or (B) any other person or "group" (as defined in Section 13(d) of the Exchange Act) of persons becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 20% or more of the combined voting power of CCM's then outstanding securities entitled to vote generally in the election of directors (other than solely as a result of such person or group beneficially owning securities of the Company) or (C) 80% or more of the assets of CCM shall be sold to any, person (other than the Company or any subsidiary of the Company. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to mean or arise out of solely the merger of CCM with and into the Company. 3. CONDITIONS AND LIMITATIONS. (a) The option is granted on the condition that the purchase of Common Stock hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Common Stock subject to this option is registered under the Securities Act of 1933, as amended (the "Securities Act"), or, if in the opinion of counsel for the Company, such Common Stock may be resold without registration. At the time of the exercise of this option or any installment thereof, the Optionee will execute such further agreement as the Company may require to implement the foregoing condition and to acknowledge the Optionee's familiarity with restrictions on the resale of the Common Stock under applicable securities laws. Each certificate for shares of Common Stock initially issued upon exercise of this option shall bear the following legend (and any additional legend required by any other agreement or other understanding between the Optionee and the Company) on the face thereof: "The shares represented by this certificate have not been registered under the Securities Act of 1933 or under any state securities laws. Such securities have been acquired for investment and may not be sold or transferred in the absence of an effective registration statement for such securities under the Securities Act of 1933 or any applicable state securities law, unless, in the opinion (which shall be in form and substance satisfactory to the corporation) of counsel satisfactory to the corporation, such registration is not required." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legends unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to such restrictions. (b) This option shall not be transferable by the Optionee otherwise than by will or by the laws of descent and distribution. (c) The Company undertakes to file a Registration Statement on Form S-8 covering the shares of Common Stock issuable to the Optionee pursuant to this Agreement within 90 days from the date hereof. The Company will use its commercially reasonable efforts to maintain the effectiveness of such S-8 and file such other documents as are necessary to have the S-8 available for exercise of the options issued hereby for so long as such options are exercisable. The Company will make such filings as are necessary so as to "blue sky" the shares issuable hereby in Pennsylvania and Maryland and such other states as Optionee may reasonably request. 4. EXERCISE OF OPTION. To exercise this option in whole or in part, the Optionee, subject to the exercisability and vesting requirements in Section 2, shall deliver to the Company at its principal executive offices in Malvern, Pennsylvania (or at such other office of the Company or to such other person as may be appointed as transfer agent for the Common Stock, in each case as the Company may designate by notice in writing to the Optionee) (i) a notice of exercise specifying the number of shares of Common Stock as to which such Optionee is electing to exercise this option, and (ii) cash or a certified or cashier's check, payable Page 12 of 21 Pages to the order of the Company, in lawful money of the United States of America, in an amount equal to the then aggregate Purchase Price of the shares of Common Stock being purchased. 5. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS; RECAPITALIZATIONS. Appropriate adjustment shall be made by the Compensation Committee in the maximum number of shares of Common Stock subject to this option and in the number, kind and option price of shares covered by this option, to the extent it is outstanding, to give effect to any stock dividends, stock splits, stock combinations, recapitalizations and other similar changes in the capital structure of the Company after the grant of this option. No adjustment shall be made in the event of a reduction in the par value of the Common Stock or as a result of the issuance of any additional shares of Common Stock other than as above said. 6. MERGER; SALE OF ASSETS; DISSOLUTION. In the event of a change in the Common Stock resulting from a merger or similar reorganization as to which the Company is the surviving corporation, the number and kind of shares then subject to this option and the price per share thereof shall be appropriately adjusted in such manner as the Compensation Committee may deem equitable to prevent substantial dilution or enlargement of the rights available or granted hereunder. With respect to a merger or similar reorganization in which the Company does not survive, the Optionee shall have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification ("Reorganization")) be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Optionee of this option so that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price) shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this option. No Reorganization shall terminate this Option. 7. CHARACTER OF SHARES; COVENANTS OF THE COMPANY. The Company covenants and agrees that all shares of Common Stock issuable upon the exercise of this option shall be duly authorized, validly issued, fully paid and non-assessable, and free from all liens and charges with respect to the issue thereof (other than income taxes and taxes in respect of any transfer occurring contemporaneously with such issue). The Company further covenants and agrees that it will from time to time take all such action as may be necessary to assure that the par value per share of Common Stock is at all times equal to or less than the then effective Purchase Price, that it will at all times have authorized, and reserved, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this option, and will at its expense expeditiously upon each such reservation of shares procure the listing thereof (subject to issuance or notice of issuance) on all stock exchanges or automated quotation systems, if any, on which the Common Stock is then listed. 8. MISCELLANEOUS. The Optionee shall have no rights as a stockholder with respect to the shares subject to this option until the exercise of this option and the issuance of a stock certificate for the shares with respect to which this option shall have been exercised. Nothing herein contained shall impose any obligation on the Company or the Optionee as to the Optionee's continued engagement by the Company. Nothing herein contained shall impose any obligation upon the Optionee to exercise this option. The Company makes no representation to the tax treatment to the Optionee upon receipt or exercise of this option or sale or other disposition of the shares covered by this option. 9. GOVERNING LAW. This Agreement shall be subject to and construed in accordance with the law of the State of Delaware. Page 13 of 21 Pages IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement in duplicate as of the 15th day of April 1994. GMIS INC. By: /s/ Thomas R. Owens --------------------------- Thomas R. Owens /s/ Josephine G. Kaple --------------------------- Josephine G. Kaple Page 14 of 21 Pages EX-4.B 3 EX-4B Exhibit 4(b) NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is entered into on April 15, 1994 (the "Option Date") by and between GMIS Inc., a Delaware corporation with its principal office at 5 Country View Road, Malvern, Pennsylvania 19355 (the "Company"), and Lawrence Koenig, 15510 Baileys Lane, Silver Spring, Maryland 20906 (the "Optionee"). WHEREAS, the Company has agreed to employ Optionee pursuant to an Employment Agreement dated the date hereof ("Employment Contract") and, among other things, provide Optionee with an opportunity to purchase common stock so as to give Optionee a proprietary interest in the Company's success, and the Board of Directors, voted to grant to the Optionee a non-qualified stock option at a purchase price equal to the fair market value of the Company's stock on the date and time of grant of this option; and WHEREAS, the Optionee renders important services to the Company and the Company desires to grant a non-qualified stock option to the Optionee; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties hereto hereby agree as follows: 1. GRANT OF OPTION. Upon the terms and conditions hereinafter set forth, the Company hereby grants to the Optionee the option to purchase from the Company 100,000 shares of the common stock of the Company (the "Common Stock"), at a purchase price per share of $12.125 ("Purchase Price"). 2. EXERCISABILITY AND VESTING. The right of Optionee to purchase Common Stock hereunder shall vest and become exercisable at a rate of 25,000 shares on each of the next four six-month anniversaries of the date hereof as follows: October 15, 1994 25,000 April 15, 1995 25,000 October 15, 1995 25,000 April 15, 1996 25,000 provided; that Optionee's right to purchase Common Stock hereunder shall not further vest and become exercisable under the foregoing after the date Optionee's employment with the Company is terminated during the term of the Employment Contract for Cause (as defined in Section 10(a) of the Employment Contract) or by Optionee during the term of the Employment Contract for any reason other than pursuant to Section 10(c) of the Employment Contract ("Good Reason"). Notwithstanding anything to the contrary in this Agreement, the Optionee's right to purchase Common Stock hereunder shall be fully vested and become fully exercisable upon the termination of Optionee's employment prior to the expiration of the Employment Contract (A) if, within one year after a Change in Control, Optionee terminates Optionee's employment for any reason (whether or not constituting Good Reason), or (B) if Optionee's employment is terminated for any reason other than Cause or is terminated by Optionee for Good Reason, or (C) if Optionee's employment is terminated due to Optionee's death or Disability (as defined in Section 8(a) of the Employment Contract). The Optionee's right to purchase Common Stock hereunder may be exercised in whole or in part, as to any options vested pursuant to the terms hereof for a period ending five years from the date hereof, whether or not Optionee is an employee of the Company at the time of exercise and, if Optionee is not an employee of the Company, regardless of why Optionee's employment terminated or who terminated it. For purposes of this Agreement, the term "Change in Control" shall mean and be deemed to have occurred at such time as (A) the Company, together with its Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall no longer beneficially own (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, securities of Corporate Cost Management, Inc. ("CCM") representing at least 50.1% of the combined voting power of CCM's outstanding Page 15 of 21 Pages securities entitled to vote generally in the election of directors or (B) any other person or "group" (as defined in Section 13(d) of the Exchange Act) of persons becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 20% or more of the combined voting power of CCM's then outstanding securities entitled to vote generally in the election of directors (other than solely as a result of such person or group beneficially owning securities of the Company) or (C) 80% or more of the assets of CCM shall be sold to any, person (other than the Company or any subsidiary of the Company. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to mean or arise out of solely the merger of CCM with and into the Company. 3. CONDITIONS AND LIMITATIONS. (a) The option is granted on the condition that the purchase of Common Stock hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Common Stock subject to this option is registered under the Securities Act of 1933, as amended (the "Securities Act"), or, if in the opinion of counsel for the Company, such Common Stock may be resold without registration. At the time of the exercise of this option or any installment thereof, the Optionee will execute such further agreement as the Company may require to implement the foregoing condition and to acknowledge the Optionee's familiarity with restrictions on the resale of the Common Stock under applicable securities laws. Each certificate for shares of Common Stock initially issued upon exercise of this option shall bear the following legend (and any additional legend required by any other agreement or other understanding between the Optionee and the Company) on the face thereof: "The shares represented by this certificate have not been registered under the Securities Act of 1933 or under any state securities laws. Such securities have been acquired for investment and may not be sold or transferred in the absence of an effective registration statement for such securities under the Securities Act of 1933 or any applicable state securities law, unless, in the opinion (which shall be in form and substance satisfactory to the corporation) of counsel satisfactory to the corporation, such registration is not required." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legends unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to such restrictions. (b) This option shall not be transferable by the Optionee otherwise than by will or by the laws of descent and distribution. (c) The Company undertakes to file a Registration Statement on Form S-8 covering the shares of Common Stock issuable to the Optionee pursuant to this Agreement within 90 days from the date hereof. The Company will use its commercially reasonable efforts to maintain the effectiveness of such S-8 and file such other documents as are necessary to have the S-8 available for exercise of the options issued hereby for so long as such options are exercisable. The Company will make such filings as are necessary so as to "blue sky" the shares issuable hereby in Pennsylvania and Maryland and such other states as Optionee may reasonably request. 4. EXERCISE OF OPTION. To exercise this option in whole or in part, the Optionee, subject to the exercisability and vesting requirements in Section 2, shall deliver to the Company at its principal executive offices in Malvern, Pennsylvania (or at such other office of the Company or to such other person as may be appointed as transfer agent for the Common Stock, in each case as the Company may designate by notice in writing to the Optionee) (i) a notice of exercise specifying the number of shares of Common Stock as to which such Optionee is electing to exercise this option, and (ii) cash or a certified or cashier's check, payable to the order of the Company, in lawful money of the United States of America, in an amount equal to the then aggregate Purchase Price of the shares of Common Stock being purchased. Page 16 of 21 Pages 5. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS; RECAPITALIZATIONS. Appropriate adjustment shall be made by the Compensation Committee in the maximum number of shares of Common Stock subject to this option and in the number, kind and option price of shares covered by this option, to the extent it is outstanding, to give effect to any stock dividends, stock splits, stock combinations, recapitalizations and other similar changes in the capital structure of the Company after the grant of this option. No adjustment shall be made in the event of a reduction in the par value of the Common Stock or as a result of the issuance of any additional shares of Common Stock other than as above said. 6. MERGER; SALE OF ASSETS; DISSOLUTION. In the event of a change in the Common Stock resulting from a merger or similar reorganization as to which the Company is the surviving corporation, the number and kind of shares then subject to this option and the price per share thereof shall be appropriately adjusted in such manner as the Compensation Committee may deem equitable to prevent substantial dilution or enlargement of the rights available or granted hereunder. With respect to a merger or similar reorganization in which the Company does not survive, the Optionee shall have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification ("Reorganization")) be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Optionee of this option so that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price) shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this option. No Reorganization shall terminate this Option. 7. CHARACTER OF SHARES; COVENANTS OF THE COMPANY. The Company covenants and agrees that all shares of Common Stock issuable upon the exercise of this option shall be duly authorized, validly issued, fully paid and non-assessable, and free from all liens and charges with respect to the issue thereof (other than income taxes and taxes in respect of any transfer occurring contemporaneously with such issue). The Company further covenants and agrees that it will from time to time take all such action as may be necessary to assure that the par value per share of Common Stock is at all times equal to or less than the then effective Purchase Price, that it will at all times have authorized, and reserved, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this option, and will at its expense expeditiously upon each such reservation of shares procure the listing thereof (subject to issuance or notice of issuance) on all stock exchanges or automated quotation systems, if any, on which the Common Stock is then listed. 8. MISCELLANEOUS. The Optionee shall have no rights as a stockholder with respect to the shares subject to this option until the exercise of this option and the issuance of a stock certificate for the shares with respect to which this option shall have been exercised. Nothing herein contained shall impose any obligation on the Company or the Optionee as to the Optionee's continued engagement by the Company. Nothing herein contained shall impose any obligation upon the Optionee to exercise this option. The Company makes no representation to the tax treatment to the Optionee upon receipt or exercise of this option or sale or other disposition of the shares covered by this option. 9. GOVERNING LAW. This Agreement shall be subject to and construed in accordance with the law of the State of Delaware. Page 17 of 21 Pages IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement in duplicate as of the 15th day of April 1994. GMIS INC. By: /s/ Thomas R. Owens ------------------------- Thomas R. Owens /s/ Lawrence Koenig ------------------------- Lawrence Koenig Page 18 of 21 Pages EX-5 4 EX-5 Exhibit 5 December 10, 1996 HBO & Company 301 Perimeter Center North Atlanta, Georgia 30346 Gentlemen: We have acted as counsel to HBO & Company, a Delaware corporation (the "Company"), in connection with the registration of 49,350 shares of Common Stock, $.05 par value per share, of the Company (the "Shares"), to be issued by the Company in accordance with those certain Non-Qualified Stock Option Agreements, dated April 15, 1996, by and between GMIS Inc. and Josephine G. Kaple and GMIS Inc. and Lawrence Koenig pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Registration Statement") to which this opinion appears as Exhibit 5. We have examined originals or certified or photostatic copies of such records of the Company, certificates of officers of the Company, and public officials and such other documents as we have deemed relevant or necessary as the basis of the opinion set forth below in this letter. In such examination, we have assumed the genuineness of all signatures, the conformity to original documents submitted as certified or photostatic copies, and the authenticity of originals of such latter documents. Based on the foregoing, we are of the following opinion: The Shares, when issued in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Sincerely, /s/ Jones, Day, Reavis & Pogue JONES, DAY, REAVIS & POGUE Page 19 of 21 Pages EX-15 5 EXHIBIT 15 [LETTERHEAD] EXHIBIT 15 LETTER REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION We are aware that HBO & Company has incorporated by reference in its Form S-8 Registration Statement for the GMIS Inc. Non-Qualified Stock Option Agreement Between GMIS Inc. and Josephine G. Kaple and GMIS Inc. Non-Qualified Stock Option Agreement Between GMIS Inc. and Lawrence Koenig, its Form 10-Qs for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996 which include our reports dated April 16, 1996, July 16, 1996, and October 16, 1996, respectively, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933 (the "Act"), those reports are not considered to be a part of the Registration Statements prepared or certified by our firm or reports prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. /s/ Arthur Andersen LLP Atlanta, Georgia December 9, 1996 Page 20 of 21 Pages EX-23.(B) 6 EXHIBIT 23(B) [LETTERHEAD] EXHIBIT 23(b) 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 6, 1996, incorporated by reference or included in HBO & Company's Annual Report on Form 10-K for the year ended December 31, 1995 and to all references to our firm included in this Registration Statement. /s/ Arthur Andersen LLP Atlanta, Georgia December 9, 1996 Page 21 of 21 Pages -----END PRIVACY-ENHANCED MESSAGE-----