-----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, EvJvv2xb4QZJ0WRDGZzJRoVgrVAT29CQsChav+wStntFJzqsdWvJyrzLlpeqrlAt BMO2KzuEceLOOt/UkJQntw== 0000912057-96-028869.txt : 19961211 0000912057-96-028869.hdr.sgml : 19961211 ACCESSION NUMBER: 0000912057-96-028869 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 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: 333-17591 FILM NUMBER: 96678758 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) ____________________ GABRIELI MEDICAL INFORMATION SYSTEMS, INC. 1985 NON-QUALIFIED COMMON STOCK OPTION PLAN (Full title of the plan) ____________________ 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 17 Pages
Calculation of Registration Fee - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- Proposed maxi- Proposed maxi- Title of securities Amount to be mum offering mum aggregate Amount of to be registered registered price per share offering price registration fee - --------------------------------------------------------------------------------------------------- Common Stock, $.05 par value, and Preferred Share Purchase Rights(3) 26,698 $4.7065(1) $125,654.14(1) $100(2) shares - --------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------
(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. (2) The registration fee is calculated by multiplying the product of $4.7065, the weighted average exercise price per share, and 26,698, the number of shares subjected to option, by 1/33 of 1%. Since such fee is only $38.08, the minimum fee is $100. (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 17 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 17 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 17 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 17 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 Gabrieli Medical Information Systems, Inc. 1985 Non-Qualified Common Stock Option Plan 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. (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. Page 6 of 17 Pages (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 17 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 Officer December 10, 1996 Charles W. McCall (Principal Executive Officer) /s/ Jay P. Gilbertson Senior Vice President - Finance, - -------------------------- Chief Financial Officer, Jay P. Gilbertson Principal Accounting Officer, December 10, 1996 Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ Holcombe T. Green, Jr. - -------------------------- Chairman of the Board of December 10, 1996 Holcombe T. Green, Jr. Directors Page 8 of 17 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. Mayo - -------------------------- 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 17 Pages EXHIBIT INDEX Exhibit Page Number Description Number ------- ----------- ------ Included in Part II of the Registration Statement: 4 Gabrieli Medical Information Systems, Inc. 1985 11 Non-Qualified Common Stock Option Plan 5 Opinion of Counsel re: legality 15 15 Letter re: unaudited interim financial information 16 23(a) Consent of Counsel (contained in Exhibit 5) 15 23(b) Consent of independent public accountants 17 24 Power of Attorney (included in signature page) 8 Page 10 of 17 Pages EX-4 2 EXHIBIT 4 EXHIBIT 4 GABRIELI MEDICAL INFORMATION SYSTEMS, INC. 1985 NON-QUALIFIED COMMON STOCK OPTION PLAN 1. PURPOSE. The purpose of the Gabrieli Medical Information Systems, Inc. 1985 Non-Qualified Common Stock Option Plan (the "Plan") is to advance the interests of Gabrieli Medical Information Systems, Inc., a Delaware corporation (the "Company"), by providing an opportunity to selected employees, and members of the Board of Directors and Board of Advisors of the Company and its subsidiaries to purchase common stock of the Company through the exercise of options granted under the Plan. By encouraging such stock ownership, the Company seeks to attract, retain and motivate such employees, and members of the Board of Directors and Board of Advisors. It is intended that this purpose will be effected by the granting of non-qualified stock options as provided herein. 2. EFFECTIVE DATE. The Plan was adopted by the Board of Directors of the Company effective as of April 1, 1985. 3. STOCK SUBJECT TO THE PLAN. The number of shares that may be granted under the Plan shall not at any time exceed 595,123 shares, less the number of shares subject to options issued under the Company's 1984 Incentive Stock Option Plan. Any shares subject to an option which for any reason expires or is terminated unexercised as to such shares may again be the subject of an option under the Plan. The shares delivered upon exercise of options under the Plan may, in whole or in part, be either authorized but unissued shares or issued shares reacquired by the Company. 4. ADMINISTRATION. The Plan shall be administered by the Board of Directors of the Company (the "Board of Directors") or, to the extent authority is delegated by the Board of Directors, its Compensation Committee. Subject to the provisions of the Plan, the Board of Directors or such Compensation Committee shall have full power to construe and interpret the Plan and to establish, amend and rescind rules and regulations for its administration. Notwithstanding anything to the contrary herein, discretion as to the selection of any director or officer of the Company or any of its subsidiaries to whom options may be granted hereunder, and the determination of the number of shares covered by options granted hereunder to any director or officer of the Company, shall be exercised only as follows: (i) with respect to participation of directors: (a) by the Board of Directors, if a majority of such Board of Directors and a majority of such Board of Directors acting in the matter, are "disinterested persons", as such term is defined in Rule 16b-3(d)(3) of the Securities Exchange Act of 1934; or (b) by, or in accordance with the recommendation of, a committee to which the Board of Directors has delegated its authority, if such committee consists of three or more persons having full authority to act in the matter and all of such persons are "disinterested persons", as defined above; (ii) with respect to the participation of officers who are not directors: (a) by the Board of Directors or a committee of three or more directors; or (b) by, or in accordance with the recommendation of, a committee of three or more persons having full authority to act in the matter, all of the members of which committee are "disinterested persons", as defined above. 5. ELIGIBLE PARTICIPANTS. Options may be granted to employees, directors or members of the Board of Advisors of either the Company or any of its subsidiaries, as are selected by the Board of Directors (or the Compensation Committee if the Board of Directors has delegated such authority). Page 11 of 17 Pages 6. DURATION OF THE PLAN. The Plan shall terminate ten (10) years from the effective date hereof, unless terminated earlier pursuant to paragraph 12 hereof, and no options may be granted thereafter. 7. TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan shall be evidenced by stock option agreements in such form and not inconsistent with the Plan as the Board of Directors (or the Compensation Committee if the Board of Directors has delegated such authority) shall approve from time to time, which agreements shall evidence among their terms and conditions the following: (a) PRICE. The purchase price per share of stock payable upon the exercise of each option granted hereunder shall be determined by the Board of Directors (or the Compensation Committee if the Board of Directors has delegated such authority) at the time such option is granted. In no event shall the exercise price per share be less than 50% of the fair market value of such stock, as determined in accordance with the procedures established by the Board of Directors (or the Compensation Committee if the Board of Directors has delegated such authority) and in effect on the date of the issuance of the option. (b) NUMBER OF SHARES. Each stock option agreement shall specify the number of shares to which it pertains. (c) EXERCISE OF OPTIONS. Each option shall be exercisable for the full amount or for any part thereof and at such intervals or in such installments as the Board of Directors (or the Compensation Committee if the Board of Directors has delegated such authority) may determine at the time such option is granted. (d) NOTICE OF EXERCISE AND PAYMENT. An option shall be exercisable only by delivery of a written notice to the Company's Treasurer or any officer or entity of the Company designated by the Board of Directors (or the Compensation Committee if the Board of Directors has delegated such authority) to accept such notices on its behalf, specifying the number of shares for which it is exercised. If the shares are not at that time effectively registered under the Securities Act of 1933, as amended, the optionee shall include with such notice a letter, in form and substance satisfactory to the Company, confirming that the shares are being purchased for the optionee's own account for investment and not with a view to resale or distribution. Payment shall be made in full at the time the option is exercised. Payment shall be made by (i) cash, (ii) certified check, (iii) if permitted the Board of Directors (or to the extent delegated by the Board of Directors, its Compensation Committee) by delivery and assignment to the Company of shares of Company stock having a value equal to the option price, or (iv) by a combination of (i), (ii) and (iii). The value per share of Company stock for such purpose shall be its fair market value as of the date the option is exercised, as determined in accordance with procedures to be established by the Board of Directors (or the Compensation Committee if the Board of Directors has delegated such authority). (e) TERMINATION OF OPTIONS. Each option shall terminate and may no longer be exercised if the optionee ceases for any reason to perform services for the Company or any of its subsidiaries as an employee, director, or member of the Board of Advisors in accordance with the following provisions: (i) if the optionee's services shall have been terminated by resignation or other voluntary action, or if such services shall have been terminated involuntarily for cause, the option shall terminate and may no longer be exercised; (ii) if the optionee's services shall have been terminated involuntarily and without cause, the optionee may at any time within a period of three (3) months after such termination of services exercise the option to the extent it was exercisable on the date of termination of the optionee's services; (iii) if the optionee's services shall have been terminated because of disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1954, as amended, (the "Code") the optionee may at any time within a period of one (1) year after such Page 12 of 17 Pages termination of services exercise the option to the extent that the option was exercisable on the date of termination of the optionee's services; and (iv) if the optionee dies at a time when he might have exercised the option, then his estate, personal representative or beneficiary to whom it has been transferred pursuant to paragraph 7(g) hereof may at any time within a period of one (1) year after the optionee's death exercise the option to the extent the optionee might have exercised it at the time of his death; provided, however, that no option may be exercised to any extent by anyone after the date of expiration of the option. (f) RIGHTS AS SHAREHOLDER. The optionee shall have no rights as a shareholder with respect to any shares covered by his option until the date of issuance of a stock certificate to him for such shares. (g) NON-TRANSFERABILITY. No option shall be transferable by the optionee otherwise than by will or the laws of descent or distribution, and each option shall be exercisable during the lifetime of the optionee by the optionee only. (h) REPURCHASE OF SHARES BY THE COMPANY. Any shares purchased by an optionee upon exercise of an option may in the discretion of the Board of Directors (or the Compensation Committee if the Board of Directors has delegated such authority) be subject to repurchase by the Company if and to the extent specifically set forth in each option agreement. 8. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS; RECAPITALIZATIONS. Appropriate adjustment shall be made in the maximum number of shares of common stock subject to the Plan 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 effective date of the Plan referred to in paragraph 2 hereof. Appropriate adjustment shall be made in the number, kind, and option price of shares covered by any outstanding option hereunder 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 date such option is granted. 9. MERGER; SALE OF ASSETS; DISSOLUTION. In the event of a merger or similar reorganization as to which the Company is the surviving corporation, the number and kind of shares which thereafter may be optioned and sold under the Plan and the number and kind of shares then subject to options granted hereunder and the price per share thereof shall be appropriately adjusted-in such manner as the Board of Directors may deem equitable to prevent substantial dilution or enlargement of the rights available or granted hereunder. Except as otherwise determined by the Board of Directors, a merger or a similar reorganization which the Company does not survive, or a sale of all or substantially all of the assets of the Company, shall cause every option outstanding hereunder to terminate upon the effective date of the transaction, to the extent not then exercised, unless any surviving entity agrees to assume the obligations hereunder. 10. DEFINITIONS. (a) The term "optionee" means an employee, director or member of the Board of Advisors to whom an option is granted under the Plan. (b) The term "subsidiary" shall have, for purposes of the Plan, the meaning ascribed to it under Section 425(f) of the Code and the regulations promulgated thereunder. Page 13 of 17 Pages 11. APPROVAL BY SHAREHOLDERS. This Plan shall be submitted to the shareholders of the Company for their consideration and approval not later than 12 months after the approval of the Plan by the Board of Directors. Failing such ratification by the shareholders, the Plan shall be null and void. 12. AMENDMENT OR TERMINATION OF PLAN. Subject to the provisions of paragraph 6 hereof, the Plan may at any time be amended or terminated by the Board of Directors of the Company; provided, however, that no such amendment or termination shall adversely affect any then outstanding option without the consent of the optionee. Moreover, any amendment to the Plan which (a) materially increases the number of shares which may be awarded, (b) materially increases the benefits accruing to optionees or (c) materially modifies the requirements for eligibility for participation shall be ineffective unless approved by the shareholders of the Company not later than 12 months after the amendment's adoption by the Company's Board of Directors. Page 14 of 17 Pages EX-5 3 EXHIBIT 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 26,698 shares of Common Stock, $.05 par value per share, of the Company (the "Shares"), to be issued by the Company in accordance with the Gabrieli Medical Information Systems, Inc. 1985 Non-Qualified Common Stock Option Plan 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 15 of 17 Pages EX-15 4 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 for the Gabrieli Medical Information Systems, Inc. 1985 Non-Qualified Common Stock Option Plan, 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 16 of 17 Pages EX-23.B 5 EXHIBIT 23(B) 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 17 of 17 Pages -----END PRIVACY-ENHANCED MESSAGE-----