-----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, Uw7VVVcn6N4j4K/VAJZ+AmhW0Jw8TCe5a5EihhVLZLF5dL4orJlDMd/WhPfPTd6H iIT0dwvJEWfMcyb+LNuHog== 0000912057-97-032604.txt : 19971006 0000912057-97-032604.hdr.sgml : 19971006 ACCESSION NUMBER: 0000912057-97-032604 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970929 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971003 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: SEC FILE NUMBER: 000-09900 FILM NUMBER: 97690482 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 DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OCTOBER 3, 1997 Date of Report (SEPTEMBER 29, 1997) (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) (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 5 1 ITEM 5: OTHER EVENTS On September 29, 1997, HBO & Company (HBOC) and HPR Inc. (HPRI) announced that they have signed a definitive agreement for HBOC to acquire HPRI, a leading provider of clinical information systems for the managed care industry. The acquisition, which is subject to regulatory and HPRI stockholder approval, will be accounted for as a pooling of interests and is anticipated to close during the fourth quarter of 1997. Terms of the acquisition call for HPRI stockholders to receive .6 of a share of HBOC common stock for each share of HPRI common stock. On October 3, 1997, HBO & Company announced it had signed a definitive agreement to acquire National Health Enhancement Systems, Inc. (NHES), a leading provider of health information technology solutions specializing in demand and disease management products. The acquisition, which is subject to regulatory and NHES stockholder approval, will be accounted for as a pooling of interests and is anticipated to close during the fourth quarter of 1997. The stockholders of NHES 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 period of 20 trading days ending shortly before the closing of the transaction. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. EXHIBIT NO. DESCRIPTION PAGE ----------------------------------------------------------------- 99a HBO & Company News Release dated September 29, 1997 4 99b HBO & Company News Release dated 5 October 3, 1997 2 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: October 3, 1997 /s/ Jay P. Gilbertson -------------------------------------- Jay P. Gilbertson Executive Vice President, Chief Financial Officer, Principal Accounting Officer, Treasurer and Secretary 3 EX-99.A 2 EXHIBIT 99A EXHIBIT 99a NEWS RELEASE CONTACT: HBO & COMPANY HPR INC. INVESTOR RELATIONS BRIAN CAHILL MONIKA BROWN CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER (770) 668-5926 (617) 679-8318 BETH DALTON (617) 679-8996 (770) 393-6587 HBOC SIGNS DEFINITIVE AGREEMENT TO ACQUIRE HPR INC. ATLANTA, GA and CAMBRIDGE, MA, September 29, 1997 -- HBO & Company (Nasdaq:HBOC) and HPR Inc. (Nasdaq:HPRI) today announced that they have signed a definitive agreement for HBOC to acquire HPRI, a leading provider of clinical information systems for the managed care industry. The acquisition, which is subject to regulatory and HPRI stockholder approval, will be accounted for as a pooling of interests and is anticipated to close during the fourth quarter of 1997. Terms of the acquisition call for HPRI stockholders to receive .6 of a share of HBOC common stock for each share of HPRI common stock. HPRI, based in Cambridge, Massachusetts, had revenue for its fiscal year ended June 30, 1997 of $39.1 million and has approximately 200 employees who support over 300 customers. HBOC, an Atlanta based company, had revenue of $895.3 million for the year ended December 31, 1996 and currently has approximately 5,500 employees. "HPRI will augment the HBOC product line with additional decision support capabilities for the payer market as well as our provider customers who have assumed risk for their patient population" stated Charles W. McCall, HBOC president and chief executive officer. "The combination of HPRI's and HBOC's clinical content data bases will give our customers a very robust product set, designed to meet the needs of a changing healthcare environment, and better enable them to ensure that patients receive appropriate, high quality care while controlling costs. We also fully intend to continue to provide support for the existing customer base of both companies." "HBOC gives HPRI a much larger platform from which HPRI can continue aggressive product innovation and development" said Marcia Radosevich, Ph.D., HPRI chairman, president and chief executive officer. "The merger will benefit customers by enabling the combined company to provide broader product choices to the market, better customer support and increased interoperability of our related products." Founded in 1987, HPRI provides clinically-based health care cost containment, provider profiling and other medical information systems for the nation's largest insurance carriers and managed care providers, as well as a growing number of at-risk provider delivery systems. HBOC 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. 4 EX-99.B 3 EXHIBIT 99B EXHIBIT 99b NEWS RELEASE CONTACT: INVESTOR RELATIONS 301 PERIMETER CENTER NORTH MONIKA BROWN ATLANTA, GA 30346 (770) 668-5926 BETH DALTON (770) 393-6587 HBOC SIGNS DEFINITIVE AGREEMENT TO ACQUIRE NATIONAL HEALTH ENHANCEMENT SYSTEMS, INC. ATLANTA, GA, October 3, 1997 -- HBO & Company (Nasdaq:HBOC) today announced it has signed a definitive agreement to acquire National Health Enhancement Systems, Inc. (Nasdaq:NHES), a leading provider of health information technology solutions specializing in demand and disease management products. The acquisition, which is subject to regulatory and NHES stockholder approval, will be accounted for as a pooling of interests and is anticipated to close during the fourth quarter of 1997. The stockholders of NHES 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 period of 20 trading days ending shortly before the closing of the transaction. If the average price of HBOC common stock is between $35.37 and $43.23, NHES stockholders will receive .32 of an HBOC share. If the HBOC common stock average price is above $25.00 up to $35.37, NHES stockholders will receive a fraction of an HBOC share equal to $11.32 per NHES share. If the average price of HBOC common stock during the pricing period is above $43.23, NHES stockholders will receive a fraction of an HBOC share equal to $13.83 per NHES share. NHES, based in Phoenix, Arizona, had revenue for its fiscal year ended January 31, 1997 of $25.2 million and has approximately 235 employees supporting 750 customers. NHES is one of the nation's leading providers of health management and technology solutions specializing in medical call center products and services to managed care organizations, hospitals, integrated healthcare networks and physicians throughout the world. "The addition of NHES' specialized call center technology and disease management initiatives extend HBOC's current access and clinical management strategies. NHES' products will bring our customers additional solutions that will help them avoid costs, increase member satisfaction, build customer loyalty and ensure appropriateness of care" stated Charles W. McCall, HBOC president and chief executive officer. "NHES' client network of 750 installed call center products and one million lives in its national call center will give HBOC a strong position in a segment of the healthcare market that is expected to increase its spending on information systems by more than 20% per year." "We are very excited about joining HBOC," stated Gregory J. Petras, NHES chairman and chief executive officer. "The growth opportunities resulting from the combination of the two companies will be of great benefit to NHES' employees, client's, and shareholders. As use of a medical call center becomes fundamental to delivering healthcare, we chose to become part of HBOC because they are the leader in healthcare technology with the resources and distribution capability that will enable us to grow in an increasingly competitive market." HBOC 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. 5 -----END PRIVACY-ENHANCED MESSAGE-----