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As filed with the Securities and Exchange Commission on December 19, 1997
Registration No. 333-____
_______________________________________________________________________________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
HNC SOFTWARE INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0248788
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5930 CORNERSTONE COURT WEST
SAN DIEGO, CALIFORNIA 92121-3728
(Address of Principal Executive Offices)
(1) 1995 EQUITY INCENTIVE PLAN
(2) STOCK OPTIONS GRANTED BY COMPREVIEW, INC. UNDER THE COMPREVIEW,
INC. 1995 STOCK OPTION PLAN AND ASSUMED BY THE REGISTRANT
(Full Title of the Plan)
__________________________________
RAYMOND V. THOMAS
CHIEF FINANCIAL OFFICER
HNC SOFTWARE INC.
5930 CORNERSTONE COURT WEST
SAN DIEGO, CALIFORNIA 92121-3728
(619) 546-8877
(Name, Address and Telephone Number of Agent for Service)
__________________________________
Copies to:
KENNETH A. LINHARES, ESQ.
TYLER R. COZZENS, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value 750,000(1) $35.25(2) $ 26,437,500(2) $ 7,800(3)
Common Stock, $0.001 par value 195,419(4) $ 2.33(5) $ 455,327 $ 135(3)
===========================================================================================================================
(1) Additional shares available for grant under Registrant's 1995 Equity
Incentive Plan and not yet subject to awarded outstanding stock options,
restricted stock purchase agreements or stock bonus agreements as of
December 19, 1997.
(2) Estimated as of December 15, 1997 pursuant to Rule 457(c) and Rule 457(h)
solely for the purpose of calculating the registration fee.
(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended.
(4) Shares subject to assumed CompReview, Inc. stock options as of December
19, 1997.
(5) Weighted average per share exercise price for such outstanding options
calculated pursuant to Rule 457(h)(1).
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HNC SOFTWARE INC.
REGISTRATION STATEMENT ON FORM S-8
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") for the fiscal year ended
December 31, 1996, filed on March 31, 1997 and subsequently
amended by the Company's amended annual reports on Form 10-K/A
filed on April 10, 1997 and October 20, 1997, respectively.
(b) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1997, filed on May 15, 1997, as amended by the
Registrant's quarterly report on Form 10-Q/A filed on October
20, 1997, the Registrant's quarterly report on Form 10-Q for
the quarter ended June 30, 1997, filed on August 13, 1997, as
amended by the Registrant's quarterly report on Form 10-Q/A
filed on October 20, 1997, the Registrant's quarterly report
on Form 10-Q for the quarter ended September 30, 1997 filed on
November 14, 1997, the Registrant's current report on Form 8-K
filed on October 24, 1997, and the Registrant's current report
on Form 8-K filed on December 15, 1997.
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with
the Commission under Section 12 of the Exchange Act on May 26,
1995, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Fenwick & West LLP, Palo Alto,
California. Members of the firm of Fenwick & West LLP own an aggregate of
approximately 3,314 shares of Common Stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the Delaware General Corporation Law; or (iv) for
any transaction from which the director derived an improper personal benefit.
In addition, as permitted by Section 145 of the
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Delaware General Corporation Law, the Bylaws of the Registrant provide that:
(i) the Registrant is required to indemnify its directors and officers, as well
as directors and officers of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise when they are serving in such
capacities at the request of the Registrant, to the fullest extent permitted by
the Delaware General Corporation Law; (ii) the Registrant may, in its
discretion, indemnify other officers, employees and agents as set forth in the
Delaware General Corporation Law; (iii) upon receipt of an undertaking to repay
such advances if indemnification is determined to be unavailable, the
Registrant is required to advance expenses, as incurred, to its directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law in connection with a proceeding (except that the Registrant is not required
to advance expenses to a person against whom it brings a claim for breach of
the duty of loyalty, failure to act in good faith, intentional misconduct,
knowing violation of law or deriving an improper personal benefit); (iv) the
rights conferred in the Bylaws are not exclusive and the Registrant is
authorized to enter into indemnification agreements with its directors,
officers and employees and agents; (v) the Registrant may not retroactively
amend the Bylaw provisions in a way that adversely affects the indemnification
provided thereunder.
The Registrant's policy is to enter into indemnity agreements with each of
its directors and officers. The indemnity agreements provide that directors
and officers will be indemnified and held harmless against all expenses
(including attorneys' fees), judgments, fines, ERISA excise taxes or penalties
and settlement amounts paid or reasonably incurred by them in any action, suit
or proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as a director or officer of the
Registrant or as directors or officers of any other corporation, partnership or
enterprise when they are serving in such capacities at the request of the
Registrant; except that no indemnity is provided in a derivative action in
which such director or officer is finally adjudged by a court to be liable to
the Company due to willful misconduct in the performance of his or her duty to
the Company, unless the court determines that such director or officer is
entitled to indemnification. The Registrant will not be obligated pursuant to
the agreements to indemnify or advance expenses to an indemnified party with
respect to proceedings or claims (i) initiated voluntarily by the indemnified
party and not by way of defense, except with respect to a proceeding authorized
by the Board of Directors and successful proceedings brought to enforce a right
to indemnification and/or advancement of expenses under the indemnity
agreements; (ii) for any amounts paid in settlement of a proceeding unless the
Registrant consents to such settlement; (iii) on account of any suit in which
judgment is rendered against the indemnified party for an accounting of profits
made from the purchase or sale by the indemnified party of securities of the
Registrant pursuant to the provisions of Section 16(b) of the Exchange Act and
related laws and regulations; (iv) on account of conduct by an indemnified
party that is finally adjudged to have been in bad faith or conduct that the
indemnified party did not reasonably believe to be in, or not opposed to, the
best interests of the Registrant; (v) on account of any criminal action or
proceeding arising out of conduct that the indemnified party had reasonable
cause to believe was unlawful; or (vi) if a final decision by a court having
jurisdiction in the matter shall determine that such indemnification is not
lawful.
The indemnity agreement requires a director or officer to reimburse the
Registrant for expenses advanced only if and to the extent it is ultimately
determined that the director or executive officer is not entitled, under
Delaware law, the Registrant's Certificate of Incorporation, the Registrant's
Bylaws, his or her indemnity agreement or otherwise to be indemnified for such
expenses. The indemnity agreement provides that it is not exclusive of any
rights a director or executive officer may have under the Certificate of
Incorporation, the Bylaws, other agreements, any majority-in-interest vote of
the stockholders or vote of disinterested directors, Delaware law, or
otherwise.
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The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its directors and officers, may be
sufficiently broad to permit indemnification of the Registrant's directors and
officers for liabilities arising under the Securities Act.
The indemnity agreements require the Registrant to maintain director and
officer liability insurance to the extent readily available. The Registrant
currently carries a director and officer insurance policy.
ITEM 8. EXHIBITS.
4.01 HNC Software Inc. 1995 Equity Incentive Plan, as amended
through November 25, 1997.
4.02 Form of 1995 Equity Incentive Plan Stock Option Agreement and
Stock Option Exercise Agreement.(1)
4.03 CompReview, Inc. 1995 Stock Option Plan.(2)
4.04 Form of CompReview, Inc. 1995 Stock Option Plan Stock Option
Agreement.
4.05 Registrant's Restated Certificate of Incorporation filed with
the Secretary of State of Delaware on June 13, 1996.(3)
4.06 Registrant's Bylaws, as amended.(3)
4.07 Form of specimen certificate for Registrant's Common Stock.(4)
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Price Waterhouse LLP, Independent Accountants.
23.03 Consent of Deloitte & Touche LLP, Independent Auditors.
24.01 Power of Attorney (see page 7 ).
___________________________
(1) Incorporated by reference from Exhibit 10.02 to the Company's
Registration Statement on Form S-1 (File No. 33-91932) filed
on May 5, 1995, and as subsequently amended.
(2) CompReview is a California corporation that was acquired by
the Registrant on November 28, 1997 pursuant to an Agreement
and Plan of Reorganization dated July 14, 1997 (the "Merger
Agreement"), under which Registrant agreed to assume options
outstanding under CompReview's 1995 Stock Option Plan.
(3) Filed as Exhibit 3(i).04 (Restated Certificate of
Incorporation) and Exhibit 3(ii).05 (Bylaws) with the
Company's Report on Form 10-Q for the quarter ended June 30,
1996, as originally filed on August 13, 1996.
(4) Incorporated by reference from Exhibit 4.01 to the Company's
Registration Statement on Form S-1 (File No. 33-91932) filed
on May 5, 1995, and as subsequently amended.
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low and
high end of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a twenty
percent (20%) change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) 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; provided,
however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities 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.
(3) 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities 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 hereby,
the Registrant
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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 Securities Act and will be governed by the final adjudication
of such issue.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Robert L. North and Raymond V. Thomas,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same
with all exhibits thereto and all 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 and necessary to be done in and about the
premises, as fully to all intents and purposes as he or it might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 San Diego, State of
California, on the 19th day of December 1997.
HNC SOFTWARE INC.
By: /s/ Raymond V. Thomas
-------------------------------------------
Raymond V. Thomas
Vice President, Finance and Administration,
Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER:
/s/ Robert L. North President, Chief Executive Officer December 19, 1997
- ------------------------------------- and a Director
Robert L. North
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Raymond V. Thomas Vice President, Finance and Administration December 19, 1997
- ------------------------------------- Chief Financial Officer and Secretary
Raymond V. Thomas
ADDITIONAL DIRECTORS:
/s/ Edward K. Chandler Director December 19, 1997
- -------------------------------------
Edward K. Chandler
/s/ Oliver D. Curme Director December 19, 1997
- -------------------------------------
Oliver D. Curme
/s/ Roger L. Evans Director December 19, 1997
- -------------------------------------
Roger L. Evans
/s/ Thomas F. Farb Director December 19, 1997
- -------------------------------------
Thomas F. Farb
/s/ Charles H. Gaylord, Jr. Director December 19, 1997
- -------------------------------------
Charles H. Gaylord, Jr.
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
4.01 HNC Software Inc. 1995 Equity Incentive Plan, as amended through
November 25, 1997.
4.02 Form of 1995 Equity Incentive Plan Stock Option Agreement and Stock
Option Exercise Agreement.(1)
4.03 CompReview, Inc. 1995 Stock Option Plan.(2)
4.04 Form of CompReview, Inc. 1995 Stock Option Plan Stock Option
Agreement.
4.05 Registrant's Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 13, 1996.(3)
4.06 Registrant's Bylaws, as amended.(3)
4.07 Form of specimen certificate for Registrant's Common Stock.(4)
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Price Waterhouse LLP, Independent Accountants.
23.03 Consent of Deloitte & Touche LLP, Independent Auditors.
24.01 Power of Attorney (see page 7 ).
___________________________
(1) Incorporated by reference from Exhibit 10.02 to the Company's
Registration Statement on Form S-1 (File No. 33-91932) filed on May
5, 1995, and as subsequently amended.
(2) CompReview is a California corporation that was acquired by the
Registrant on November 28, 1997 pursuant to an Agreement and Plan of
Reorganization dated July 14, 1997 (the "Merger Agreement"), under
which Registrant agreed to assume options outstanding under
CompReview's 1995 Stock Option Plan.
(3) Filed as Exhibit 3(i).04 (Restated Certificate of Incorporation) and
Exhibit 3(ii).05 (Bylaws) with the Company's Report on Form 10-Q for
the quarter ended June 30, 1996, as originally filed on August 13,
1996.
(4) Incorporated by reference from Exhibit 4.01 to the Company's
Registration Statement on Form S-1 (File No. 33-91932) filed on May 5,
1995, and as subsequently amended.