-----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, DgSzfcwaoL3JNx/+wmgAC+vIYXsnujeo4mrYn477JtfUthhNELz83nGW1naywifz nNw17QKLQB06VUopymtAzw== 0001047469-98-038593.txt : 19981030 0001047469-98-038593.hdr.sgml : 19981030 ACCESSION NUMBER: 0001047469-98-038593 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19981029 EFFECTIVENESS DATE: 19981029 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: SEC FILE NUMBER: 333-66319 FILM NUMBER: 98733096 BUSINESS ADDRESS: STREET 1: 301 PERIMETER CTR N CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 7703936000 MAIL ADDRESS: STREET 1: 301 PERIMETER CTR N CITY: ATLANTA STATE: GA ZIP: 30346 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 29, 1998 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) -------------------- IMNET Systems, Inc. 1996 Employee Discount Stock Purchase 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 SunTrust Plaza 303 Peachtree Street, N.E. Atlanta, Georgia 30308-3242 (404) 521-3939 Exhibit Index Appears on Page 9 Page 1 of 19 Calculation of Registration Fee
- -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- Proposed maxi- Proposed maxi- Title of securities to Amount to be mum offering price mum aggregate Amount of be registered registered per share offering price registration fee - ---------------------- ------------- ------------------ --------------- ---------------- Common Stock, $.01 par value, and Preferred Share Purchase Rights(3) 27,000 $12.968 (1) $350,136 (1) $ 97.34 (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 of $97.34 is calculated by multiplying the product of $12.968, the weighted average exercise price per share, and 27,000, the number of shares subjected to option, by .000278. (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 19 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 19 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, 1997. (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, 1997. (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 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, Page 4 of 19 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 GeneralCorporation 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 to contain provisions substantially similar to those contained in the amended Delaware General Corporation Law. Item 7. Exemption from Registration Claimed. ----------------------------------- Inapplicable. Page 5 of 19 Item 8. Exhibits. --------
Exhibit Number Description - ------- ----------- Included in Part II of the Registration Statement: 4 IMNET Systems, Inc. 1996 Employee Discount Stock Purchase 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. (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 6 of 19 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 day of 29th October, 1998. HBO & COMPANY By: /s/ Charles W. McCall -------------------------------------- Charles W. McCall Chairman, 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 Chairman, President and Chief Executive October 29, 1998 - ------------------------ Officer (Principal Executive Officer) Charles W. McCall /s/ Jay P. Gilbertson President, Co-Chief Operating Officer, October 29, 1998 - ------------------------ Chief Financial Officer, Principal Jay P. Gilbertson Accounting Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ Alfred C. Eckert III - ------------------------ Director October 29, 1998 Alfred C. Eckert III /s/ Philip A. Incarnati - ------------------------ Director October 29, 1998 Philip A. Incarnati
Page 7 of 19
Signature Title Date --------- ----- ---- /s/ Alton F. Irby III - ----------------------- Director October 29, 1998 Alton F. Irby III /s/ M. Christine Jacobs - ----------------------- Director October 29, 1998 M. Christine Jacobs /s/ Gerald E. Mayo - ----------------------- Director October 29, 1998 Gerald E. Mayo /s/ James V. Napier - ----------------------- Director October 29, 1998 James V. Napier /s/ Donald C. Wegmiller - ----------------------- Director October 29, 1998 Donald C. Wegmiller
Page 8 of 19 EXHIBIT INDEX
Exhibit Page Number Description Number - ------ ----------- ------ Included in Part II of the Registration Statement: 4 IMNET Systems, Inc. 1996 Employee Discount Stock Purchase 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)
Page 9 of 19 EX-4 2 EXHIBIT 4 IMNET SYSTEMS, INC. 1996 EMPLOYEE DISCOUNT STOCK PURCHASE PLAN PURPOSE SECTION 1 - Purpose of the Plan. The purpose of the IMNET Systems, Inc. 1996 Employee Discount Stock Purchase Plan (the "Plan") is to provide the eligible employees of IMNET Systems, Inc. ("IMNET"), and certain of its subsidiaries, an opportunity through regular payroll savings to acquire IMNET Common Stock at a discount from market price, and thereby to develop a continued interest in the success of IMNET. This Plan was adopted by the Board of Directors on November 6, 1996 and is subject to the approval of the IMNET stockholders. DEFINITIONS SECTION 2 - Definitions. As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to the contrary: 2.1 "Beneficiary" shall mean the person, if any, named on the Payroll Deduction Authorization form by a Participant according to the Plan provisions to receive benefits in the event of the death of such Participant. If no Beneficiary is named, the Participant's estate shall receive any such benefits. 2.2 "Board" shall mean the Board of Directors of IMNET. 2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended. 2.4 "Common Stock" shall mean the class of stock which, at the effective date of this Plan, is designated IMNET Common Stock, par value $.01, and stock of any other class or classes into which such common stock may thereafter be changed or reclassified. 2.5 "Company" shall mean IMNET and any corporation that is now, or subsequently becomes, a Subsidiary Corporation or Parent Corporation of IMNET if the Board designates employees of such Parent Corporation or Subsidiary Corporation as entitled to participate in the Plan. As of November 6, 1996, there is no Parent Corporation and the Subsidiary Corporations designated by the Board whose employees are eligible to participate in the Plan are IMNET/LaserARC, Inc., IMNET/Evergreen Technologies, Inc., and IMNET California Acquisition Corporation. 2.6 "Compensation" shall mean an Eligible Employee's regular straight time and overtime earnings received from the Company during the Plan Year, exclusive of incentive compensation, bonus payments, commissions and any other type of earnings received during the Plan Year; provided, however, that the Board may determine, in its sole discretion to expand the definition of Compensation to include any of the foregoing. 2.7 "Eligible Employee" shall mean any person who is receiving remuneration through the Company's payroll system for services rendered to the Company or who is on an approved leave of absence and the duration of such leave has not exceeded twelve (12) weeks; provided, however, that a person shall not be an "Eligible Employee" if his customary employment is for not more than twenty (20) hours per week or for not more than five (5) months in any calendar year; provided further, however that in no event shall any person who owns, within the meaning of Section 423(b)(3) of the Code, stock possessing five percent (5%) or more of the total combined voting power or value of all Page 10 of 19 classes of stock of IMNET or of any Parent Corporation or Subsidiary Corporation of IMNET be an Eligible Employee. 2.8 Parent Corporation" shall have the meaning set forth in Section 424(e) of the Code. 2.9 "Participant" shall mean any Eligible Employee who has elected to participate in the Plan by filing a Payroll Deduction Authorization form as provided in the Plan. 2.10 "Payroll Deduction Authorization" shall mean the form prescribed by the Board for use by Eligible Employees to authorize payroll deductions, to specify the payroll deduction amount and to designate a Beneficiary, if any, all as provided in this Plan. 2.11 "Plan" shall mean the IMNET 1996 Employee Discount Stock Purchase Plan, the terms and provisions of which are herein set forth, as the same may be amended from time to time. 2.12 "Plan Period" shall mean one or more Plan Periods established pursuant to Section 3.2. Initially, the Plan Year shall be divided into two equal Plan Periods, the first commencing January 1 of each Plan Year and ending on June 30, and the second commencing on July 1 of each Plan Year and ending on December 31. 2.13 "Plan Year" shall mean the 12-month period commencing each January 1 and ending on December 31, with the first Plan Year commencing January 1, 1997. 2.14 "Proper Notice" shall mean delivery to the Board of notice of any action requested by the Participant on the form provided by the Board for the specified action no later than fifteen (15) days before the requested action. 2.15 "Stock Purchase Account" shall mean the account maintained for each Participant pursuant to Section 3.7 hereof. 2.16 "Stock Value" shall mean the average of the bid and ask prices as reported by the National Association of Securities Dealers, Inc. in the Wall Street Journal for a particular day, provided, however, if there was no activity on that day, the stock is valued on the next subsequent day with activity. 2.17 "Subsidiary Corporation"shall have the meaning set forth in Section 424(f) of the Code. ELIGIBILITY AND PARTICIPATION Section 3 - Eligibility and Participation. 3.1 ELIGIBILITY. Any Eligible Employee may become a Participant in the Plan as of the beginning of any Plan Period only by filing with the Company not less than fifteen days prior thereto the Payroll Deduction Authorization form which shall constitute the employee's election to participate in the Plan for the specified Plan Period only; provided, however, that in the Board's discretion the Payroll Deduction Authorization form may be submitted less than fifteen days prior to January 1, 1997. Only Eligible Employees may participate in this Plan. 3.2 PLAN PERIODS. The Plan currently provides for two Purchase Periods as set forth at Section 2.12; however, in the discretion of the Board of Directors, the Plan Year may be subdivided into from one to four Plan Periods, with each period having equal duration Page 11 of 19 of months. In the event that revised Plan Periods are designated, any references herein to "Plan Periods" shall be deemed to be references to such revised Plan Periods. In such event, all requirements related to events occurring with respect to either the first or last day of the Plan Period shall be deemed to refer to the first and/or last day, respectively, of the respective revised Plan Periods. 3.3 ENTRY DATE. Entry dates for Eligible Employees to become a Participant in the Plan shall be on the first day of each Plan Period, as determined pursuant to Section 3.1 and 3.2 hereof. 3.4 PAYROLL DEDUCTIONS. 3.4.1 GENERAL METHOD OF PAYROLL DEDUCTIONS. Amounts will be accumulated for the acquisition of Common Stock on behalf of each Participant during each Plan Period only by after-tax payroll deductions from a Participant's Compensation. The election of each Participant with respect to the amount to be accumulated on behalf of the Participant shall be contained in the Participant's Payroll Deduction Authorization form. Subject to the limitations in Section 3.4.2 and 5.1 hereof, each Participant may authorize a payroll deduction of any whole percentage of the Participant's Compensation of between (1%) and twenty- five percent (25%) of the Participant's Compensation payable during each pay period in the Plan Period. All payroll deductions made by a Participant shall be credited to a Stock Purchase Account maintained by IMNET in the name of the Participant. In no event shall interest accrue or be payable with respect to payroll deductions credited to a Participant's Stock Purchase Account. 3.4.2 LIMITATIONS ON PAYROLL DEDUCTIONS AND AMOUNT OF COMMON STOCK. The Board may, but need not, specify by notice to all Eligible Employees prior to the first day of any Plan Period, a maximum number of shares of Common Stock that any Participant shall be permitted to acquire pursuant to the Plan in any Plan Period, which maximum need not be the same for every Plan Period. In addition, under no circumstances may any Participant acquire stock under this Plan and all other stock purchase plans (as described in Section 423 of the Code) of the Company and any Subsidiary Corporation or Parent Corporation in excess of $25,000 in fair market value of stock (determined as of the time any such right to acquire stock is deemed to be granted pursuant to Section 423(b)(8) of the Code) for any calendar year in which the Participant is eligible to purchase Common Stock pursuant to this Plan. 3.5 CHANGE IN PAYROLL DEDUCTION. The percentage payroll deduction designated by a Participant shall continue in effect for the entire Plan Period, unless the Participant withdraws from the Plan in accordance with Section 3.6 hereof. 3.6 WITHDRAWAL. 3.6.1 TERMINATION OF EMPLOYMENT, OTHER THAN DUE TO DEATH, DISABILITY, LEAVE OF ABSENCE OR RETIREMENT. When a Participant ceases to be an Eligible Employee, for reasons other than death, or termination of employment due to disability, retirement, or approved leave of absence his or her participation in the Plan shall terminate effective as of such date and the total amount credited to his or her Stock Purchase Account as of that date will be returned without interest to the Participant as soon as reasonably practicable following such termination. Page 12 of 19 3.6.2 DEATH, DISABILITY, RETIREMENT OR LEAVE OF ABSENCE. When a Participant ceases to be an Eligible Participant due to death, disability, or retirement, participation in the Plan terminates effective as of such date. At the option of any such Participant, or the Participant's Beneficiary, where applicable, the total amount credited to the Participant's Stock Purchase Account shall be either returned without interest to the Participant or the Participant's Beneficiary, where applicable, as soon as reasonably possible following the Participant's request, or held in the Plan until the end of the current Plan Period and used to purchase Common Stock in accordance with Section 3.8 hereof. When a Participant ceases to be an Eligible Employee by reason of an approved leave of absence, participation in the Plan shall terminate effective as of the first day after twelve weeks of such leave in the event that the Participant does not again become an Eligible Employee after twelve weeks of such leave and the total amount credited to his or her Stock Purchase Account as of that date will be returned without interest to the Participant as soon as reasonably practicable following such termination. Any person whose participation in the Plan was terminated pursuant to this Section 3.6.2 during any Plan Period and who subsequently becomes an Eligible Employee during such Plan Period upon returning to employment from disability or a leave of absence may not participate in the Plan during such Plan Period but may participate in the Plan during a subsequent Plan Period provided he or she meets the eligibility requirements of the Plan. 3.6.3 VOLUNTARY TERMINATION OF PAYROLL DEDUCTIONS. At any time during the Plan Period, a Participant may terminate his or her participation in the Plan for the current Plan Period by filing the Proper Notice and in such event there will be no further payroll deductions from the Participant's Compensation during the current Plan Period, at the Participant's option, the total amount credited to his or her Stock Purchase Account shall be either returned to the Participant as soon as reasonably possible following the Participant's request, or held in the Plan until the end of the current Plan Period and used to purchase Common Stock pursuant to Section 3.8 hereof; and the Participant may participate in the Plan during a subsequent Plan Period provided he or she meets the eligibility requirements of the Plan. 3.7 PARTICIPANT RECORDS. IMNET's Chief Financial Officer or other person designated by the Board shall create and maintain adequate records concerning each Participant's Stock Purchase Account. Such records shall contain such information as herein described, as well as other information the Board deems advisable. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purposes, and the Company shall not be obligated to segregate such funds. 3.8 PURCHASE OF COMMON STOCK. The cash balance reflected in each Participant's Stock Purchase Account shall be used to purchase for such account whole shares of Common Stock immediately after the close of each Plan Period, as the Board shall direct. All purchases of Common Stock under the Plan for each Plan Period must be effected no later than three (3) months after the last day of said Plan Period. To the extent that the Participant's Stock Purchase Account balance would result in the purchase of shares of Common Stock in excess of the maximum amount permitted in Sections 3.4 or 5.1 hereof, said excess cash shall be returned to the Participant at the time the Common Stock is distributed to him. Page 13 of 19 3.9 STOCK PURCHASE PRICE. The Stock Purchase Price in any Plan Period will be equal to eighty-five percent (85%) of the lower of the Stock Value on the first day or the last day of such Plan Period; provided, however, that in the event the Board does not establish, pursuant to Section 3.4.2 hereof, a maximum number of shares of Common Stock per Participant that may be acquired during any Plan Period, the Stock Purchase Price for such Offering Period shall be equal to eighty-five percent (85%) of the stock value on the last day of such Plan Period. In the event of a change in the Company's capitalization, such as a stock dividend or stock split-up, the Stock Purchase Price shall be adjusted proportionately. In the event of any other change affecting the Common Stock, such adjustments shall be made as may be deemed equitable by the Board. 3.10 VESTING. The total amounts held in each Participant's Stock Purchase Account shall at all times be fully vested in the Participants concerned. 3.11 TRANSFERABILITY. Amounts credited to a Participant's Stock Purchase Account may not be assigned, transferred or pledged in any way, except by will or by the laws of descent and distribution upon the Participant's death, and any attempted assignment, transfer, pledge or other disposition of such amounts shall be null and void. During a Participant's lifetime, only the Participant may exercise the rights to purchase Common Stock under this Plan. 3.12 DISTRIBUTION IN STOCK. Except as otherwise provided in Section 3.6 hereof, all benefits shall be payable in whole shares of Common Stock issued in the name of each participant or Beneficiary, if applicable, with cash paid in lieu of fractional shares, as soon as practical after the end of each Plan Period. 3.13 FOREIGN EMPLOYEES. The Board may provide for such special terms for Participants who are foreign nationals, or who are employed by the Company outside of the United States of America, as the Board may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose; PROVIDED, HOWEVER, that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company, or which would cause the Plan to fail to meet the requirements of Section 423 of the Code. ADMINISTRATION Section 4 - Administration 4.1 BOARD OF DIRECTORS. The Plan shall be administered by the Board. The Board shall have authority to establish, administer and interpret such rules with respect to the Plan that it deems appropriate or necessary, including without limitation, rules providing for payroll deductions. Any decision of the Board with respect to such rules and the interpretation, construction, administration and application of the Plan shall be conclusive and binding. The Company shall pay all costs of administration of the Plan, including any reasonable expenses incurred by members of the Board in the performance of their duties. 4.2 PLAN TERMINATION AND AMENDMENT. The Board may terminate the Plan at any time and may amend the Plan in any respect at any time or from time to time, except that the Page 14 of 19 Board may not without the approval of the Company's stockholders, alter the maximum number of shares of Common Stock to be sold pursuant to the Plan; provided, however, that no such termination or amendment shall adversely affect the rights of any Participant with respect to amounts previously credited to his Stock Purchase Account. MAXIMUM NUMBER OF SHARES Section 5 - Maximum Number of Shares. 5.1 The maximum number of shares of Common Stock which shall be reserved for sale under the Plan shall be 300,000 shares of Common Stock, which number shall be subject to adjustment as provided in Section 5.8 hereof. Such shares shall be either authorized and unissued Shares or Shares which have been reacquired by the Company. If the total number of shares of Common Stock which would otherwise be available for sale pursuant to the Plan after the close of any Plan Period exceeds the number of Shares then available under the Plan, the Board shall make a pro rata allocation of the shares of Common Stock remaining available in as uniform a manner as shall be practicable and as it shall determine to be equitable. In such event, the Board shall give written notice to each Participant of such reduction of the number of shares of Common Stock affected thereby and the balance of payroll deductions credited to a Participant's Stock Purchase Account shall be returned to the Participant. MISCELLANEOUS Section 6 - Miscellaneous 6.1 OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any incentive or other compensation plans in effect for the Company nor shall the adoption of the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees of the Company. 6.2 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the successors and assigns of the Company. 6.3 SINGULAR, PLURAL, GENDER. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. 6.4 HEADINGS, ETC., NOT PART OF PLAN. Headings of articles and paragraphs hereof are inserted for convenience and reference; they constitute no part of the Plan. 6.5 NO CONTRACT OF EMPLOYMENT. This Plan shall not constitute a contract of employment, and the participation herein by any Employee shall not of itself create any rights of future employment with the Company. The Company remains free to terminate the employment of any Participant according to its standard employment practices. 6.6 RIGHTS AS A STOCKHOLDER. No participant shall possess any rights of a stockholder in the Company as to Common Stock being purchased under this Plan until said Common Stock has been issued to him in accordance with the terms hereof. 6.7 INVESTMENT REPRESENTATIONS. No shares of Common Stock shall be issued pursuant to this Plan unless and until the Participant or Beneficiary to whom issuance is to be made shall have executed any letter or agreement required by the Company for the purpose of stating the investment intentions of said individual with regard to the Common Stock. The Company may, on advice of its counsel, waive this requirement. Page 15 of 19 6.8 ADJUSTMENTS FOR STOCK SPLIT, ETC. In the event that the outstanding shares of Common Stock of the Company are changed into or exchanged for a different number of shares of Common Stock by reason of recapitalization, combination of shares, stock split-up, stock dividend or similar action, then the maximum number of shares which may be purchased pursuant to Section 5.1 hereof and the stock purchase price pursuant to Section 3.9 hereof shall, without further action of the Board, including, without limitation, amendment of this Plan, be proportionately adjusted in a manner identical to the changes in the outstanding number of shares of Common Stock and in the Stock Value. 6.9 GOVERNING LAW. The validity construction and effect of the Plan and any rules or regulations relating to the Plan will be determined in accordance with laws of the state of Georgia, without giving effect to the principles of conflicts of laws, and applicable Federal Law. 6.10 COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS. The Plan, the granting and exercise of rights hereunder, and the other obligations of the Company and its representatives under the Plan will be subject to all applicable Federal and State laws, rules and regulations and to such approvals by or registrations with any regulatory or governmental agency as may be required. The Company may, in its discretion, postpone the issuance or delivery of shares of Common Stock upon the exercise of rights hereunder and until completion of such registration or qualification of such shares of Common Stock or other required action under any federal or state security law, rule or regulation, listing or other required action with respect to any automated quotation system or stock exchange upon which the shares of Common Stock or other Company securities are designated or listed, or compliance with any other contractual obligation of the Company, as the Company may consider appropriate in connection with the issuance or delivery of shares of Common Stock in compliance with applicable laws, rules and regulations, designation or listing requirements or other contractual obligations. 6.11 COSTS. With the exception of reasonable fees which may be imposed upon Participants in connection with the withdrawal of shares Common Stock in the form of stock certificates, costs and expenses incurred in the administration of the Plan and the maintenance of accounts in connection therewith will be paid by the Company. Any brokerage fees and commissions for the purchase of Common Stock under the Plan, will be paid by the Company, but any brokerage fees and commissions for the sale of shares of Common Stock acquired under the Plan by a Participant will be borne by such Participant. Page 16 of 19 EX-5 3 EXHIBIT 5 Exhibit 5 JONES, DAY, REAVIS & POGUE 3500 SunTrust Plaza 303 Peachtree Street, N.E. Atlanta, Georgia 30308-3242 (404) 521-3939 October 29, 1998 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 27,000 shares of Common Stock, $.05 par value per share, of the Company (the "Shares"), to be issued by the Company in accordance with the IMNET Systems, Inc. 1996 Employee Discount Stock Purchase Plan (the "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 Plan, 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 17 of 19 EX-15 4 EXHIBIT 15 [ARTHUR ANDERSEN LLP] LETTER REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION We are aware that HBO & Company has incorporated by reference in this Registration Statement on Form S-8 its Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998, which includes our reports dated May 6, 1998, July 20, 1998 and October 23, 1998, 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 Statement prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. /s/ Arthur Andersen LLP - ----------------------- Arthur Andersen LLP Atlanta, Georgia October 29, 1998 Page 18 of 19 EX-23.B 5 EXHIBIT 23(B) [ARTHUR ANDERSEN LLP] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accounts, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 6, 1998 included or incorporated by reference in HBO & Company's Form 10-K for the year ended December 31, 1997. /s/ Arthur Andersen LLP - ----------------------- Arthur Andersen LLP Atlanta, Georgia October 29, 1998 Page 19 of 19 -----END PRIVACY-ENHANCED MESSAGE-----