SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HNC Software Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-0248788
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5935 Cornerstone Court West
San Diego, CA 92121
(Address of principal executive offices) (Zip code)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [x]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to
Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
Item 1: Description of Registrant's Securities to be Registered:
Reference is hereby made to the Registration Statement filed with the
Securities Exchange Commission (the "Commission") on Form 8-A, dated March 6,
2002 (the "Original Form 8-A"), by HNC Software Inc., a Delaware corporation
(the "Company"), relating to the rights distributed to the stockholders of the
Company (the "Rights") in connection with the Rights Agreement, dated as of
March 6, 2002 (the "Rights Agreement"), between the Company and EquiServe Trust
Company, N.A., as Rights Agent (the "Rights Agent"). The Original Form 8-A is
incorporated herein by reference.
On April 28, 2002, the board of directors of the Company authorized the
Amendment to Rights Agreement, dated as of April 28, 2002 (the "Amendment"),
between the Company and the Rights Agent.
The Amendment (1) amends Section 1(a) of the Rights Agreement to provide
that neither Fair Issac and Company, Incorporated, a Delaware corporation ("Fair
Issac"), nor any of its Subsidiaries, Affiliates or Associates, shall be or
become an Acquiring Person as a result of the execution, delivery or
performance, or public announcement, of the Agreement and Plan of Merger among
the Company, Fair Issac and Northstar Acquisition Inc., a Delaware corporation
and wholly-owned subsidiary of Fair Issac, dated as of April 28, 2002, as such
may be amended (the "Merger Agreement"), or the consummation of any of the
transactions contemplated thereby and (2) provides that the Rights will expire
immediately prior to the Effective Time, as defined in the Merger Agreement.
The Rights Agreement is filed as Exhibit 4.01 to the Company's Registration
Statement on Form 8-A filed with the Commission on March 7, 2002 and
incorporated by reference as Exhibit 1 to this Form 8-A/A. The Amendment is
attached as Exhibit 2 to this Form 8-A/A. The foregoing summary description of
the Amendment does not purport to be complete and is qualified in its entirety
by reference to the exhibits hereto, which are incorporated herein by reference.
Item 2: Exhibits
1. Rights Agreement dated as of March 6, 2002, between the Company
and EquiServe Trust Company, N.A., as Rights Agent, which
includes as Exhibit A the form of Certificate of Designations of
Series A Junior Participating Preferred Stock, as Exhibit B the
Form of Right Certificate and as Exhibit C the Summary of Rights
to Purchase Preferred Shares. (Incorporated by reference to
Exhibit 4.01 to the Company's Registration Statement on Form 8-A
filed on March 7, 2002.)
2. Amendment, dated April 28, 2002, to Rights Agreement, dated as of
March 6, 2002, between Company and Rights Agent.
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: May 2, 2002
HNC SOFTWARE INC.
By: /s/ Mary Burnside
---------------------------
Name: Mary Burnside
Title: Chief Operating Officer
3
EXHIBIT INDEX
Exhibit
-------
1. Rights Agreement dated as of March 6, 2002, between the Company and
EquiServe Trust Company, N.A., as Rights Agent, which includes as
Exhibit A the form of Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B the Form of Right
Certificate and as Exhibit C the Summary of Rights to Purchase
Preferred Shares. (Incorporated by reference to Exhibit 4.01 to the
Company's Registration Statement on Form 8-A filed on March 7, 2002.)
2. Amendment, dated April 28, 2002, to Rights Agreement, dated as of
March 6, 2002, between Company and Rights Agent.