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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 10, 2000
HNC SOFTWARE INC.
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(Exact name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-26146 33-0248788
(Commission File Number) (I.R.S. Employer Identification Number)
5935 Cornerstone Court West, San Diego, CA 92121
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(Address of Principal Executive Offices)
(858) 546-8877
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(Registrant's Telephone Number, Including Area Code)
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
Retek Inc., a Delaware corporation ("Retek") is a subsidiary of HNC
Software Inc. ("HNC") and as of the date of this report HNC owns approximately
86% of the outstanding common stock of Retek.
On May 10, 2000, Retek completed its previously announced acquisition of
High Touch Technologies, Inc., a Florida corporation ("HighTouch"), from Kipling
Investments Labuan Limited ("Kipling"), who was HighTouch's sole stockholder
prior to the acquisition. In the acquisition, a wholly owned subsidiary of Retek
was merged with and into HighTouch, with HighTouch surviving the merger as a
wholly owned subsidiary of Retek. HighTouch is a software company that develops
multi-channel customer relationship solutions.
In the merger, the capital stock of HighTouch was converted into the
right to receive an aggregate of $18 million in cash and 389,057 shares of Retek
common stock, all of which shares were issued to Kipling as HighTouch's former
sole stockholder. In addition, each option to purchase HighTouch common stock
that was outstanding immediately prior to the time of the merger ("HighTouch
Options") were assumed by Retek and were converted into options to purchase an
aggregate total of 38,283 shares of Retek common stock ("Retek Options"). Each
HighTouch Option was converted into a Retek Option to purchase the number of
shares of Retek common stock equal to the number of shares of HighTouch common
stock that were subject to such HighTouch Option multiplied by an exchange ratio
for the merger, at an exercise price per Retek share equal to the pre-merger
exercise price of the assumed HighTouch options divided by the same exchange
ratio. Retek used newly-issued shares of its common stock and internal funds as
the purchase price for the acquisition.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
None required under Rule 3-05(b) of Regulation S-X.
(b) Pro Forma Financial Information.
None required under Rule 3-05(b) of Regulation S-X.
(c) Exhibits.
The following exhibits are filed herewith:
2.01 Agreement and Plan of Merger among Retek Inc., HT Acquisition,
Inc., HighTouch Technologies, Inc., and Kipling Investments
Labuan Limited dated as of April 17, 2000. Pursuant to Item
601(b)(2) of Regulation of S-K, certain schedules have been
omitted but will be furnished supplementally to the Commission
upon request.
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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.
HNC SOFTWARE INC.
DATE: May 25, 2000 By: /s/ Russell C. Clark
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Russell C. Clark,
Vice President, Corporate Finance
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INDEX TO EXHIBITS
Exhibit Description
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2.01 Agreement and Plan of Merger among Retek, Inc., HT Acquisition,
Inc., HighTouch Technologies, Inc., and Kipling Investments Labuan
Limited dated as of April 17, 2000.
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