-----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, Az/274X3v37maToqSEC3Mnf/JiSDCcRlHJvCw+AbZTFbqUr2UNjQvKKRbrOlsu+d Hh8cGtXDauZHEmYyDi9Ezg== 0000912057-97-018132.txt : 19970520 0000912057-97-018132.hdr.sgml : 19970520 ACCESSION NUMBER: 0000912057-97-018132 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09900 FILM NUMBER: 97609707 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 10-Q/A 1 10-Q/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-9900 HBO & COMPANY (Exact name of registrant as specified in its charter) DELAWARE 37-0986839 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number)
301 PERIMETER CENTER NORTH ATLANTA, GEORGIA 30346 (Address of principal executive offices) (Zip Code) (770) 393-6000 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / /. APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
CLASS SHARES OUTSTANDING AT APRIL 30, 1997 - -------------------------------------------------- ------------------------------------------ Common Stock, $.05 par value 91,962,158
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 6 of the Registrant's 10-Q filed on May 15, 1997 is hereby amended and restated as follows: ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: PAGE ----- 2a Agreement of Merger dated February 10, 1997, by and among HBO & Company, HBO & Company of Georgia, and AMISYS Managed Care Systems, Inc. Incorporated by reference from Exhibit 2 to the registrant's Registration Statement on Form S-4 (File No. 333-22929).......................................................... n/a 2b Agreement of Merger dated March 13, 1997, by and among HBO & Company, HBO & Company of Georgia, and Enterprise Systems, Inc. Incorporated by reference from Exhibit 2 to the registrant's Registration Statement on Form S-4 (File No. 333-27045)................................................................ n/a 11 Statement regarding computation of per share earnings......................... 15 Letter re: unaudited interim financial information............................ 27 Financial Data Schedule.......................................................
(b) Reports on Form 8-K filed during the quarter ended March 31, 1997, or subsequent to that date but prior to the filing date of this Form 10-Q: FORM 8-K DATED FEBRUARY 11, 1997: Reporting under Item 5 that on February 11, 1997, the Board of Directors of HBO & Company declared a quarterly cash dividend of $.02 per share payable on April 22, 1997, to stockholders of record on March 31, 1997. Reporting under Item 5 the unaudited combined operations for the first full month subsequent to the December 9, 1996, pooling acquisition of GMIS Inc., as follows: revenue and net income for January 1997 was $50.7 million and $4.9 million, respectively; revenue and net income for January 1996 was $47.6 million and $2.8 million, respectively. Reporting under Item 5 that on February 11, 1997, the Company announced it had signed a definitive agreement to acquire AMISYS Managed Care Systems, Inc. (AMISYS), a leading provider of information systems for managed care entities and other parties that assume financial risk for healthcare populations. The acquisition, which is subject to regulatory and AMISYS stockholder approval, will be accounted for as a pooling of interests and is scheduled to close during the second quarter of 1997. Assuming consummation of the transaction, AMISYS stockholders will receive 0.35 of a share of HBOC common stock for each share of AMISYS common stock. FORM 8-K DATED MARCH 19, 1997: Reporting under Item 5 that on March 14, 1997, the Company announced it had signed a definitive agreement to acquire Enterprise Systems, Inc. (ESi), a leading developer of resource management solutions including materials management, operating room logistics, scheduling and financial management. The stockholders of ESi will receive shares of HBOC common stock in the transaction and the exchange ratio will be determined by averaging the closing HBOC stock price for a specified period of 20 trading days preceding the closing of the transaction. The acquisition, which is subject to regulatory and ESi stockholder approval, will be accounted for as a pooling of interests and is anticipated to close during the second quarter of 1997. 1 SIGNATURE 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 thereunto duly authorized. HBO & COMPANY (Registrant) Date: May 15, 1997 By: /s/ JAY P. GILBERTSON ------------------------------------------ Jay P. Gilbertson EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER, PRINCIPAL ACCOUNTING OFFICER AND SECRETARY
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