As filed with the Securities and Exchange Commission on April 4, 2000
Registration No. 333-_____
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement Under The Securities Act Of 1933
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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.)
5935 CORNERSTONE COURT WEST
SAN DIEGO, CALIFORNIA 92121-3728
(Address of Principal Executive Offices)
(1) STOCK OPTIONS GRANTED BY ADVANCED INFORMATION MANAGEMENT SOLUTIONS, INC.
UNDER ITS STOCK OPTION PLAN AND ASSUMED BY HNC SOFTWARE INC.
(2) STOCK OPTIONS GRANTED BY ONYX TECHNOLOGIES, INC. UNDER ITS 1999
STOCK PLAN AND ASSUMED BY HNC SOFTWARE INC.
(3) STOCK OPTIONS GRANTED BY THE CENTER FOR ADAPTIVE SYSTEMS APPLICATIONS, INC.
UNDER ITS 1995 STOCK PLAN AND ASSUMED BY HNC SOFTWARE INC.
(Full Title of the Plan)
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KENNETH J. SAUNDERS
CHIEF FINANCIAL OFFICER
HNC SOFTWARE INC.
5935 CORNERSTONE COURT WEST
SAN DIEGO, CALIFORNIA 92121-3728
(858) 546-8877
(Name, Address and Telephone Number of Agent for Service)
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COPIES TO:
Kenneth A. Linhares, Esq.
Katherine Tallman Schuda
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
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Common Stock, $0.001 par value 428 (1) $26.3019 (2) $11,257(2) $2.97(3)
Common Stock, $0.001 par value 30,390 (4) $15.5419 (2) $472,318(2) $124.69(3)
Common Stock, $0.001 par value 80,036 (5) $12.1336 (2) $971,125(2) $256.38(3)
TOTALS 110,854 $13.1227 $1,454,700 $384.04
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(1) Shares subject to assumed Advanced Information Management Solutions, Inc.
Stock Option Plan as of March 30, 2000.
(2) Weighted average per share exercise price for such outstanding options
calculated pursuant to Rule 457(h)(1).
(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended.
(4) Shares subject to assumed ONYX Technologies, Inc. 1999 Stock Plan as of
March 30, 2000.
(5) Shares subject to assumed The Center for Adaptive Systems Applications,
Inc. 1995 Stock Plan as of March 30, 2000.
HNC SOFTWARE INC.
REGISTRATION STATEMENT ON FORM S-8
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to 110,854 shares of Common
Stock, $0.001 par value, of the Registrant, reserved for issuance upon the
exercise of stock options granted under the following stock option plans of
companies acquired by the Registrant that the Registrant has assumed: (a) the
Advanced Information Management Solutions, Inc. Stock Option Plan; (b) the ONYX
Technologies, Inc. 1999 Stock Plan; and (c) The Center for Adaptive Systems
Applications, Inc. 1995 Stock Plan.
These options were assumed by the Registrant in connection with
its acquisitions of, respectively: (a) Advanced Information Management
Solutions, Inc. ("AIM"), a California corporation, on February 25, 2000
pursuant to the terms of an Agreement and Plan of Reorganization dated as of
February 21, 2000 among the Registrant, AIM and a wholly owned subsidiary of
the Registrant; (b) ONYX Technologies, Inc., a Georgia corporation ("ONYX"), on
March 10, 2000 pursuant to the terms of that certain Agreement and Plan of
Reorganization dated as of March 9, 2000 among the Registrant, ONYX and a
wholly owned subsidiary of the Registrant; and (c) The Center for Adaptive
Systems Solutions, Inc., a Delaware corporation ("CASA"), pursuant to the terms
of that certain Agreement and Plan of Reorganization dated February 11, 2000,
as amended by Amendment No. 1 thereto dated March 1, 2000, among the
Registrant, CASA and a wholly owned subsidiary of the Registrant.
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 latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT") or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the
"SECURITIES ACT") that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have
been filed.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above.
(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, 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 offered 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 4. DESCRIPTION OF SECURITIES.
Not applicable.
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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, of Palo
Alto, California.
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 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; and (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 Registrant due to willful misconduct in the performance of his or her duty
to the Registrant, 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
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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.
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.01* Advanced Information Management Solutions, Inc. Stock Option Plan.
4.02* Form of Advanced Information Management Solutions, Inc. stock option agreement.
4.03* ONYX Technologies, Inc. 1999 Stock Plan.
4.04* Form of ONYX Technologies, Inc. stock option agreement.
4.05* The Center for Adaptive Systems Applications, Inc. 1995 Stock Option Plan.
4.06* Forms of The Center for Adaptive Systems Applications, Inc. stock option agreements.
4.07 Registrant's Restated Certificate of Incorporation filed with the Secretary of State of
Delaware on June 13, 1996(1).
4.08 Registrant's Bylaws, as amended(2).
4.09 Form of specimen certificate for Registrant's Common Stock(3).
5.01* Opinion of Fenwick & West LLP.
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23.01* Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02* Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.03* Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.01* Power of Attorney (see page 7).
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* Filed herewith.
(1) Filed as Exhibit 3(i).04 with the Registrant's Report on Form
10-Q for the quarter ended June 30, 1996, as originally filed
on August 13, 1996.
(2) Filed as Exhibit 3(i).01 with the Registrant's Report on Form
10-Q for the quarter ended June 30, 1998, as amended.
(3) Incorporated by reference from Exhibit 4.01 to the
Registrant's Registration Statement on Form S-1 (File No.
33-91932) filed on May 5, 1995, and as subsequently amended.
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 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, 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.
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(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 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 John Mutch, Kenneth J. Saunders and
Russell C. Clark, 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 April 3, 2000.
HNC SOFTWARE INC.
By: /s/ Kenneth J. Saunders
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Kenneth J. Saunders
Chief Financial Officer and Secretary
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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
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PRINCIPAL EXECUTIVE OFFICER:
/s/ John Mutch
- ------------------------------------ President, Chief Executive Officer April 3, 2000
John Mutch and a Director
PRINCIPAL FINANCIAL OFFICER:
/s/ Kenneth J. Saunders
- ------------------------------------ Chief Financial Officer and Secretary April 3, 2000
Kenneth J. Saunders
PRINCIPAL ACCOUNTING OFFICER:
/s/ Russell C. Clark
- ------------------------------------ Vice President, Corporate April 3, 2000
Russell C. Clark Finance, and Assistant Secretary
ADDITIONAL DIRECTORS:
/s/ Edward K. Chandler
- ------------------------------------ Director April 3, 2000
Edward K. Chandler
/s/ Thomas F. Farb
- ------------------------------------ Director April 3, 2000
Thomas F. Farb
/s/ Charles H. Gaylord, Jr.
- ------------------------------------ Director April 3, 2000
Charles H. Gaylord, Jr.
/s/ Alex W. Hart
- ------------------------------------ Director April 3, 2000
Alex W. Hart
/s/ Robert L. North
- ------------------------------------ Director April 3, 2000
Robert L. North
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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4.01* Advanced Information Management Solutions, Inc. Stock Option Plan.
4.02* Form of Advanced Information Management Solutions, Inc. stock option agreement.
4.03* ONYX Technologies, Inc. 1999 Stock Plan.
4.04* Form of ONYX Technologies, Inc. stock option agreement.
4.05* The Center for Adaptive Systems Applications, Inc. 1995 Stock Option Plan.
4.06* Forms of The Center for Adaptive Systems Applications, Inc. stock option agreements.
5.01* Opinion of Fenwick & West LLP.
23.01* Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02* Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.03* Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.01* Power of Attorney (see page 7).
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* Filed herewith.