-----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, CRv1AnZHYPnx2KqEOmwk31ISoRIP/VBj6okkk+abda9RJHuY90tcrm/rqqEhy898 acSP7eGOzt7nN3ZUtT+VDA== 0000912057-96-030574.txt : 19970102 0000912057-96-030574.hdr.sgml : 19970102 ACCESSION NUMBER: 0000912057-96-030574 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961231 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: 96688675 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 8-K 1 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 DECEMBER 31, 1996 Date of Report (DECEMBER 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 4 Page 1 of 4 ITEM 5: OTHER EVENTS On December 9, 1996, HBO & Company of Georgia, a wholly owned subsidiary of HBO & Company (HBOC), completed the acquisition, by merger, of GMIS Inc. (GMIS), a leading provider of clinical information systems for the managed care industry. GMIS stockholders voted to approve the merger at a special meeting of stockholders held on December 9, 1996. GMIS stockholders received 0.42 of a share of HBOC common stock for each share of GMIS common stock. At closing, approximately 3.7 million HBOC shares were issued for the approximately 8.8 million outstanding GMIS shares. The transaction will be accounted for as a pooling of interests. Additional information is set forth in the press release attached as Exhibit 99. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits.
EXHIBIT NO. DESCRIPTION PAGE ----------- ----------- ---- 2 Agreement of Merger dated September 23, 1996, n/a as amended, by and among HBO & Company, HBO & Company of Georgia and GMIS Inc. (Incorporated by reference from Exhibit 2 to the registrant's Registration Statement on Form S-4 (File No. 333-14357)) 99 HBO & Company News Release dated December 9, 1996 4
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: December 31, 1996 /s/ JAY P. GILBERTSON ----------------------------------- Jay P. Gilbertson Executive Vice President - Finance, Chief Financial Officer, Principal Accounting Officer, Treasurer and Assistant Secretary Page 3 of 4 EX-99 2 EXHIBIT 99 EXHIBIT 99 NEWS RELEASE Contact: ANNE DAVENPORT 301 PERIMETER CENTER NORTH INVESTOR RELATIONS ATLANTA, GA 30346 (770) 668-5968 HBOC COMPLETES ACQUISITION OF GMIS INC. ATLANTA, December 9, 1996 -- HBO & Company (Nasdaq:HBOC) today announced it had completed the acquisition of GMIS Inc. (Nasdaq:GMIS), a leading provider of clinical information systems for the managed care industry. GMIS stockholders received 0.42 of a share of HBOC common stock for each GMIS share. At closing, approximately 3.7 million HBOC shares were issued for the approximately 8.8 million outstanding GMIS shares. The transaction will be accounted for as a pooling of interests and HBOC will take a one-time charge in the fourth quarter for acquisition related expenses. GMIS, based in Malvern, PA, has over 250 customers in the payer market including CIGNA, Aetna and over fifty Blue Cross/Blue Shield plans. In addition, this past September the company won a competitive contract and was selected by the Health Care Financing Administration (HCFA) to pilot their clinical editing software for the Medicare program. GMIS had 1995 revenue of $36 million and has approximately 200 employees including eight physicians and 25 clinicians. "HBOC has now come full circle, with broad product offerings and company expertise in the payer as well as the provider segments of the healthcare marketplace" stated Charles W. McCall, HBOC president and chief executive officer. "By combining the GMIS payer-based decision support tools with our provider-based decision support products, HBOC can analyze patient care across a wide spectrum of provider settings and financing perspectives." HBO & Company delivers enterprisewide patient care, clinical, financial and strategic management software solutions, as well as networking technologies, electronic data interchange, outsourcing and other services to healthcare organizations throughout the world. Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----