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EXHIBIT 4.01
Registration Rights Agreement dated as of August 30, 1996 by and among the
Company and the former shareholders of Risk Data Corporation.
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of August 30, 1996, by and between HNC SOFTWARE INC., a Delaware
corporation ("HNC"), and the persons and entities listed on Exhibit A hereto
(collectively, the "SHAREHOLDERS" and each individually, a "SHAREHOLDER") who
immediately prior to the Effective Time of the Merger (as defined below) are the
shareholders of RISK DATA CORPORATION, a California corporation ("RDC").
A. RDC, HNC and HNC Merger Corp., a Delaware corporation that is a
wholly-owned subsidiary of HNC ("SUB"), have entered into an Agreement and Plan
of Reorganization (the "PLAN") dated as of July 19, 1996, as amended, pursuant
to which Sub shall be merged with and into RDC in a reverse triangular merger
(the "MERGER"), with RDC to be the surviving corporation of the Merger. The
capitalized terms used in this Agreement and not otherwise defined herein shall
have the meanings given them in the Plan.
B. As a condition precedent to the consummation of the Merger, Section
2.10 of the Plan provides that the Shareholders shall be granted Form S-3
registration rights with respect to the shares of HNC Common Stock that are
issued to the Shareholders in the Merger, subject to the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. REGISTRATIONS RIGHTS.
1.1 CERTAIN DEFINITIONS. For purposes of this Agreement:
(a) 1933 Act. The term "1933 ACT" means the Securities Act
of 1933, as amended, or any successor law.
(b) 1934 Act. The term "1934 ACT" means the Securities
Exchange Act of 1934, as amended, or any successor law.
(c) Registration. The terms "REGISTER," "REGISTERED," and
"REGISTRATION" refer to the registration effected by preparing and filing a Form
S-3 registration statement in compliance with the 1933 Act, and the declaration
or ordering of effectiveness of such registration statement.
(d) Registrable Securities. The term "REGISTRABLE SECURITIES"
means: (i) the shares of HNC Common Stock that are issued pursuant to Section
2.1.2 of the Plan upon the conversion in the Merger of shares of RDC Stock that
are issued and outstanding immediately prior to the Effective Time; and (ii) any
shares of HNC Common Stock that may be issued as a dividend or other
distribution (including shares of HNC Common Stock issued in a subdivision and
split of HNC's outstanding Common Stock) with respect to, or in exchange for or
in replacement of, all
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such shares of HNC Common Stock described in clause (i) of this Section 1.1(d)
that have been issued by HNC; excluding in all cases, however, any such shares
that are (i) registered under the 1933 Act, (ii) sold by a person in a
transaction in which rights under this Agreement are not assigned in accordance
with the terms of this Agreement or (iii) are sold to the public or sold
pursuant to Rule 144 promulgated under the 1933 Act. Only shares of HNC Common
Stock shall be Registrable Securities. The term "Registrable Securities" does
not include any shares of HNC Common Stock issued or issuable upon the exercise
of HNC Options issued upon the conversion of outstanding RDC Options in the
Merger pursuant to Section 2.2 of the Plan or any other HNC Options issued by
HNC to any Shareholder.
(e) Holder. The term "HOLDER" means the original holder of any
Registrable Securities or any assignee of record of any Registrable Securities
to whom rights under this Agreement have been duly assigned in accordance with
the provisions of this Agreement.
(f) SEC. The term "SEC" or "COMMISSION" means the U.S.
Securities and Exchange Commission.
(g) Form S-3. The term "FORM S-3" means such registration
statement form under the 1933 Act as in effect on the Agreement Date of the Plan
or any successor registration statement form under the 1933 Act subsequently
adopted by the SEC which permits inclusion or incorporation of substantial
information by reference to other documents filed by HNC with the SEC.
1.2. FORM S-3 REGISTRATION RIGHTS. Subject to the terms and
conditions of this Agreement, at any time (a) after such time as HNC has
publicly released a report including the combined financial results of HNC and
RDC for a period of at least thirty (30) days of post-Merger combined operations
of HNC and RDC and (b) before the second anniversary of the Effective Time,
Holders of at least thirty percent (30%) of the then outstanding Registrable
Securities may request HNC in writing to effect a registration on Form S-3 under
the 1933 Act covering the resale by such Holders of any or all of the
Registrable Securities, and any related qualification or compliance with respect
to all or a part of such Registrable Securities that are issued and outstanding
and then owned by such Holders. Upon receipt of such request, HNC will:
(a) promptly give written notice of the proposed registration
(the "REGISTRATION NOTICE") and the Holder's or Holders' request therefor, and
any related qualification or compliance, to all other Holders of Registrable
Securities; and
(b) file a registration statement on Form S-3 for the resale
of such Registrable Securities as provided above within thirty (30) days after
receipt of such request for registration from the Holders and, as soon as
practicable, effect such registration on Form S-3 (and all such qualifications
and compliances as may be so requested) as would permit or facilitate the sale
and distribution of all or such portion of such Holder's or Holders' Registrable
Securities as are specified in such request, together with all or a portion of
the Registrable Securities of any other Holder or Holders joining in such
request as are specified in a written request of such Holders given to HNC
within fifteen (15) days after receipt of the Registration Notice from HNC;
provided, however, that, notwithstanding the foregoing:
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(i) HNC shall not be obligated to file more than two
(2) such registration statements pursuant to this Agreement;
(ii) HNC shall not be obligated to effect any such
registration, qualification or compliance of Registrable Securities pursuant to
this Agreement:
(A) if Form S-3 is not then available for such
offering by the Holders;
(B) if the Holders' request for registration of
Registrable Securities is received by HNC earlier than such time as HNC
has publicly released a report including the combined financial results of
HNC and RDC for a period of at least thirty (30) days of post-Merger
combined operations of HNC and RDC, or later than twelve (12) months after
the Effective Time;
(C) if the Holders propose to sell Registrable
Securities in such registration at an aggregate price to the public of
less than $2,000,000;
(D) if HNC shall furnish to the Holders a
certificate signed by the President of HNC stating that, in the good faith
judgment of the Board of Directors of HNC, it would be seriously
detrimental to HNC and its shareholders for such Form S-3 registration to
be effected at such time due to the existence of a material development or
potential material development involving HNC which HNC would be obligated
to disclose in the prospectus contained in the Form S-3 registration
statement, which disclosure would, in the good faith judgment of the Board
of Directors of HNC, be premature or otherwise inadvisable at such time or
would have a material adverse affect upon HNC and its shareholders, in
which event HNC will have the right to defer the filing of the Form S-3
registration statement for a period of not more than 90 days after receipt
of the request of the Holder or Holders for the registration of
Registrable Securities pursuant to this Section 1.2;
(E) if HNC is acquired and its Common Stock
ceases to be publicly traded and in such acquisition of HNC the Holders
receive, in exchange for the Registrable Securities then held by them,
cash and/or securities that are registered under the 1933 Act or that may
be traded without restriction on transfer imposed by the 1933 Act, other
than the restrictions on transfer under paragraphs (e), (f) and (g) of
Rule 144 promulgated under the 1933 Act, as such Rule is in effect on the
Agreement Date;
(F) in any particular jurisdiction in which HNC
would be required to qualify to do business or to execute a general
consent to service of process in effecting such registration,
qualification or compliance, unless HNC is already subject to service of
process in such jurisdiction;
(G) if the SEC refuses to declare such
registration effective due to the participation of any particular Holder
in such registration (unless such Holder withdraws all such Holder's
Registrable Securities from such registration statement); or
(H) if HNC has effected two (2) registrations
pursuant to this Agreement.
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(iii) HNC shall not be obligated to effect any such
registration, qualification or compliance of Registrable Securities held by any
particular Holder:
(A) if HNC or its legal counsel shall have
received a "no-action" letter or similar written confirmation from the SEC
that all Registrable Securities originally issued to such Holder in the
Merger may be resold by such Holder within a three (3) month period
without registration under the 1933 Act pursuant to the provisions of Rule
144 or Rule 145(d) promulgated under the 1933 Act, or otherwise; or
(B) if legal counsel to HNC shall deliver a
written opinion to HNC, its transfer agent and the Holders that all the
Registrable Securities originally issued to such Holder in the Merger may
be resold by such Holder within a three (3) month period without
registration under the 1933 Act pursuant to the provisions of Rule 144 or
Rule 145(d) promulgated under the 1933 Act, or otherwise.
(c) Expenses. Subject to the foregoing, HNC shall file a Form
S-3 registration statement covering the Registrable Securities and other
securities so requested to be registered pursuant to this Agreement as soon as
practicable after receipt of the request or requests of the Holders for such
registration. HNC shall pay all expenses incurred in connection with the
registration requested pursuant to this Agreement (excluding underwriters' or
brokers' discounts and commissions), including without limitation all filing,
registration and qualification, printers' and accounting fees.
1.3. OBLIGATIONS OF HNC. Subject to Section 1.2 above, when required
to effect the registration of any Registrable Securities under the terms of this
Agreement, HNC will, as expeditiously as reasonably possible:
(a) prepare and file with the SEC a registration statement on
Form S-3 with respect to such Registrable Securities and use its best efforts to
cause such registration statement to become effective, and, upon the request of
the Holders of all of the Registrable Securities registered thereunder, keep the
registration statement for such registration effective for not more than thirty
(30) consecutive days;
(b) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the 1933 Act with respect to the disposition of all securities
covered by such registration statement during its period of effectiveness;
(c) furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as they may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by them;
(d) use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as will be reasonably requested by the
Holders, provided that HNC will not be required in connection
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therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such state or jurisdiction; and
(e) notify each Holder of Registrable Securities covered by
such registration statement, at any time when a prospectus relating thereto is
required to be delivered under the 1933 Act, of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.
1.4. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of HNC to take any action pursuant to this Agreement that the
selling Holders will furnish to HNC such information regarding themselves, the
Registrable Securities held by them, and the intended method of disposition of
such Registrable Securities as shall be required to timely effect the
registration of their Registrable Securities.
1.5. DELAY OF REGISTRATION. No Holder will have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
1.6. INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under Section 1.2 of this Agreement:
(a) By the Company. To the extent permitted by law, the
Company will indemnify and hold harmless each Holder, the partners, officers and
directors of each Holder, any underwriter (as defined in the 1933 Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the 1933 Act or the 1934 Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the 1933 Act, the l934 Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"):
(i) any untrue statement or alleged untrue statement of
a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto;
(ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to
make the statements therein not misleading; or
(iii) any violation or alleged violation by the Company
of the 1933 Act, the 1934 Act, any federal or state securities
law or any rule or regulation promulgated under the 1933 Act,
the 1934 Act or any federal or state securities law in
connection with the offering covered by such registration
statement;
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and the Company will reimburse each such Holder, partner, officer or director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them, as incurred, in connection with investigating or defending any
such loss, claim, damage, liability or action; provided however, that the
indemnity agreement contained in this subsection 1.6(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, partner, officer, director, underwriter
or controlling person of such Holder.
(b) By Selling Holders. To the extent permitted by law, each
selling Holder will indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the registration statement, each
person, if any, who controls the Company within the meaning of the 1933 Act, any
underwriter and any other Holder selling securities under such registration
statement or any of such other Holder's partners, directors or officers or any
person who controls such Holder within the meaning of the 1933 Act or the 1934
Act, against any losses, claims, damages or liabilities (joint or several) to
which the Company or any such director, officer, controlling person, underwriter
or other such Holder, partner or director, officer or controlling person of such
other Holder may become subject under the 1933 Act, the 1934 Act or other
federal or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will reimburse any legal or other expenses reasonably incurred by the
Company or any such director, officer, controlling person, underwriter or other
Holder, partner, officer, director or controlling person of such other Holder in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this subsection 1.6(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; and provided further that the total amounts payable in indemnity by a
Holder under this subsection 1.6(b) in respect of any Violation shall not exceed
the net proceeds received by such Holder in the registered offering out of which
such Violation arises.
(c) Notice. Promptly after receipt by an indemnified party
under this Section 1.6 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.6,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential conflict of interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve
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such indemnifying party of any liability to the indemnified party under this
Section 1.6, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.6.
(d) Defect Eliminated in Final Prospectus. The foregoing
indemnity agreements of the Company and Holders are subject to the condition
that, insofar as they relate to any Violation made in a preliminary prospectus
but eliminated or remedied in the amended prospectus on file with the SEC at the
time the registration statement in question becomes effective or the amended
prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "Final
Prospectus), such indemnity agreement shall not inure to the benefit of any
person if a copy of the Final Prospectus was furnished to the indemnified party
and was not furnished to the person asserting the loss, liability, claim or
damage at or prior to the time such action is required by the 1933 Act.
(e) Contribution. In order to provide for just and equitable
contribution to joint liability under the 1933 Act in any case in which either
(i) any Holder exercising rights under this Agreement, or any controlling person
of any such Holder, makes a claim for indemnification pursuant to this Section
1.6 but it is judicially determined (by the entry of a final judgment or decree
by a court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section 1.6 provides
for indemnification in such case, or (ii) contribution under the 1933 Act may be
required on the part of any such selling Holder or any such controlling person
in circumstances for which indemnification is provided under this Section 1.6;
then, and in each such case, the Company and such Holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that such Holder is
responsible for the portion represented by the percentage that the public
offering price of its Registrable Securities offered by and sold under the
registration statement bears to the public offering price of all securities
offered by and sold under such registration statement, and the Company and other
selling Holders are responsible for the remaining portion; provided, however,
that, in any such case, (A) no such Holder will be required to contribute any
amount in excess of the public offering price of all such Registrable Securities
offered and sold by such Holder pursuant to such registration statement; and (B)
no person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation.
(f) Survival. The obligations of the Company and Holders under
this Section 1.6 shall survive the completion of any offering of Registrable
Securities in a registration statement, and otherwise.
1.7. DURATION AND TERMINATION OF HNC'S OBLIGATIONS. HNC will have no
obligations pursuant to Section 1.2 of this Agreement with respect to any
request or requests for registration (or inclusion in a registration) made by
any Holder: (a) on a date that is more than two (2) years after the Effective
Time; (b) if HNC has already effected two (2) registrations pursuant to this
Agreement; (c) if, in the opinion of counsel to HNC, all such Registrable
Securities proposed to be sold by such Holder may be sold in a three (3) month
period without registration under the 1933 Act pursuant to Rule 144 or Rule
145(d) promulgated under the 1933 Act or otherwise; or (d) if all Registrable
Securities have been registered and sold pursuant to registrations effected
pursuant to this Agreement.
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1.8. OTHER AGREEMENTS. The Holders acknowledge and agree that they
have been informed by HNC that other shareholders of HNC currently hold certain
registration rights that would entitle such shareholders to participate in a
registration effected by the Holders under this Agreement, thus potentially
diminishing the number of Registrable Securities that the Shareholders may be
able to register and sell pursuant to a registration effected under this
Agreement.
2. ASSIGNMENT. Notwithstanding anything herein to the contrary, the rights
of a Holder under this Agreement may be assigned only with HNC's express prior
written consent, which may be withheld in HNC's sole discretion; provided,
however, that the rights of a Holder under this Agreement may be assigned
without HNC's express prior written consent: (a) to a Permitted Assignee (as
defined below); or (b) by will or by the laws of intestacy, descent or
distribution, provided that the assignee agrees in writing to be bound by all
the obligations of the Holders under this Agreement. Any attempt to assign any
rights of a Holder under this Agreement without HNC's express prior written
consent in a situation in which such consent is required by this Section shall
be void and without effect. Subject to the foregoing, all rights, covenants and
agreements in this Agreement by or on behalf of the parties hereto will bind and
inure to the benefit of the respective permitted successors and assigns of the
parties hereto. Each of the following parties are "PERMITTED TRANSFEREES" for
purposes of this Section : (a) the personal representative, custodian or
conservator of a Holder, in the case of the death, bankruptcy or adjudication of
incompetency of that Holder; (b) any partner of such Holder; (c) a trustee of a
trust for the primary benefit of the Shareholders and their children (a
"PERMITTED TRUST"); or (d) any beneficiary of any Permitted Trust.
3. GENERAL PROVISIONS
3.1 NOTICES. Unless otherwise provided, all notices, instructions and
other communications required or permitted to be given hereunder or necessary or
convenient in connection herewith must be in writing and shall be deemed
delivered (i) when personally served or when delivered by telex or facsimile (to
the telex or facsimile number of the person to whom the notice is given), (ii)
the first business day following the date of deposit with an overnight courier
service or (iii) on the earlier of actual receipt or the third business day
following the date on which the notice is deposited in the United States mail,
first class certified, postage prepaid, addressed as follows: (a) if to the
Company, at 5930 Cornerstone Court West, San Diego, CA 92121, Attention:
President, Telecopier: (619) 452-3220; and (b) if to a Shareholder, at such
Shareholder's respective address as set forth on Exhibit A hereto. Any party
hereto (and such party's permitted assigns) may by notice so given change its
address for future notices hereunder.
3.2 ENTIRE AGREEMENT. This Agreement and the provisions of Section
2.10 of the Plan constitute and contain the entire agreement and understanding
of the parties with respect to the subject matter hereof and supersedes any and
all prior negotiations, correspondence, agreements, understandings, duties or
obligations between the parties with respect to the subject matter hereof.
3.3 AMENDMENT OF RIGHTS. Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of HNC and Holders of a majority of all Registrable Securities
then outstanding. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each Holder, each permitted successor or
assignee of such Holder and HNC.
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3.4 GOVERNING LAW. This Agreement will be governed by and construed
exclusively in accordance with the internal laws of the State of California as
applied to agreements among California residents entered into and to be
performed entirely within California, excluding that body of law relating to
conflict of laws and choice of law.
3.5 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, then such provision(s) will be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision(s) were so excluded and will be enforceable in
accordance with its terms.
3.6 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express
or implied, is intended to confer upon any person, other than the parties hereto
and their successors and assigns, any rights or remedies under or by reason of
this Agreement.
3.7 CAPTIONS. The headings and captions to sections of this
Agreement have been inserted for identification and reference purposes only and
will not be used to construe or interpret this Agreement.
3.8 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
HNC SOFTWARE INC. THE SHAREHOLDERS
By: /s/ RAYMOND V. THOMAS /s/ SANG-GYU CHOI
----------------------------- ----------------------------------------
Chief Financial Officer
DLJ CAPITAL CORPORATION
By: /s/ Robert Finzi
-------------------------------------
Attorney-In-Fact
/s/ SEAN M. DOWNS
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ENTERPRISE PARTNERS
By: /s/ James H. Berglund
-------------------------------------
General Partner
ENTERPRISE PARTNERS II, L.P.
By: /s/ James H. Berglund
-------------------------------------
General Partner
ENTERPRISE PARTNERS II, ASSOCIATES, L.P.
By: /s/ James H. Berglund
-------------------------------------
General Partner
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/s/ DAYLEN J. GILLESPIE
----------------------------------------
/s/ MARK S. HAMMOND
----------------------------------------
HUFFMAN FAMILY TRUST
created May 26, 1995
By: /s/ John D. Huffman
-------------------------------------
Trustee
/s/ MICHAEL L. LEONARD
----------------------------------------
LINC CAPITAL MANAGEMENT
By: /s/ Mark K. Zimmerman
-------------------------------------
Vice President
SILICON VALLEY BANCSHARES
By: /s/ David Jaques
-------------------------------------
Senior Vice President
SPROUT CAPITAL VI, L.P.
By: /s/ Robert Finzi
-------------------------------------
Attorney-In-Fact
SPROUT GROWTH, LTD.
By: /s/ Robert Finzi
-------------------------------------
Attorney-In-Fact
U.S. TRUST COMPANY OF CALIFORNIA,
TRUSTEE OF THE DEBORAH L. HAMMOND
CHARITABLE REMAINDER UNITRUST
By: /s/ Jill A. Pletcher
-------------------------------------
Vice President
U.S. TRUST COMPANY OF CALIFORNIA,
TRUSTEE OF THE MARK S. HAMMOND
CHARITABLE REMAINDER UNITRUST
By: /s/ Jill A. Pletcher
-------------------------------------
Vice President
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EXHIBIT A
LIST OF SHAREHOLDERS
NUMBER OF SHARES OF HNC
NAME AND ADDRESS OF SHAREHOLDER COMMON STOCK HELD
Miroslav Aniz 602
Sang-Gyu Choi 1,739
81 Seafare
Laguna Niguel, CA 92677
DLJ Capital Corporation 50,268
3000 Sand Hill Road
Building 4, #270
Menlo Park, CA 94025
Sean M. Downs 57,998
26681 White Oaks Drive
Laguna Hills, CA 92653
Enterprise Partners 230,759
7979 Ivanhoe
LaJolla, CA 92037
Enterprise Partners II, L.P. 474,641
7979 Ivanhoe Avenue
Suite 550
La Jolla, CA 92037
Enterprise Partners II Associates, L.P. 47,656
7979 Ivanhoe
La Jolla, CA 92037
Daylen J. Gillespie 756
4362 Margarita
Irvine, CA 92714
Mark S. Hammond 519,917
31655 Sea Shadows Way
Laguna Niguel, CA 92677
John Donald Huffman and Anne Byron 26,099
Huffman, Trustees, or Successor in
Trust of the Huffman Family Trust
Created May 26, 1995
26771 Anadale Drive
Laguna Hills, CA 92653
Michael L. Leonard 8,760
2443 Shields Avenue
La Crescenta, CA 91214
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NUMBER OF SHARES OF HNC
NAME AND ADDRESS OF SHAREHOLDER COMMON STOCK HELD
LINC Capital Management 10,340
303 E. Wacker Road
Chicago, IL 60601
Silicon Valley Bancshares 4,332
18875 MacArthur Blvd.
Suite 100
Irvine, CA 92715
Sprout Capital VI, L.P. 317,438
3000 Sand Hill Road
Building 4, #270
Menlo Park, CA 94025
Sprout Growth, Ltd. 24,155
3000 Sand Hill Road
Building 4, #270
Menlo Park, CA 94025
U.S. Trust Company of California, 57,998
Trustee of the Deborah Lynn Hammond
Charitable Remainder Unitrust
c/o U.S. Trust Company of California
600 Anton Blvd., Suite 150
Costa Mesa, CA 92626
U.S. Trust Company of California, 57,998
Trustee of the Mark S. Hammond
Charitable Remainder Unitrust
c/o U.S. Trust Company of California
600 Anton Blvd., Suite 150
Costa Mesa, CA 92626