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As filed with the Securities and Exchange Commission on October 16, 1996
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 of incorporation) (I.R.S. employer
identification no.)
5930 CORNERSTONE COURT WEST
SAN DIEGO, CALIFORNIA 92121-3728
(Address of principal executive offices)
OPTIONS GRANTED BY RISK DATA CORPORATION UNDER ITS
1992 STOCK OPTION PLAN ASSUMED BY THE REGISTRANT
NON-PLAN OPTIONS GRANTED BY RISK DATA CORPORATION ASSUMED BY THE REGISTRANT
(Full title of the plans)
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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)
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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
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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 248,504 (1) $0.4533 (2) $112,647.00 $100.00 (3)
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(1) Shares subject to assumed Risk Data Corporation options as of August
30, 1996.
(2) Weighted average per share exercise price for such outstanding options
pursuant to Rule 457(h)(1).
(3) Minimum fee pursuant to Section 6(b) of the Securities Act of 1933, as
amended. This amount is greater than 1/33 of 1% of the proposed maximum
aggregate offering price.
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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 latest annual report filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the latest prospectus filed
by the Registrant 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. These
audited financial statements should be read in conjunction
with the other reports filed since the end of the year covered
by the annual report.
(b) All other reports filed pursuant to Section 13 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 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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed 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 Registrant's Common Stock
is being passed upon by Fenwick & West LLP, Palo Alto, California. Members of
the firm of Fenwick & West LLP own an aggregate of approximately 2,980 shares of
Registrant's Common Stock.
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 executive officers 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
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advance expenses, as incurred, to its directors and executive officers to the
fullest extent permitted by the Delaware General Corporation Law in connection
with a proceeding (except that it is not required to advance expenses to a
person against whom the Registrant 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 executive officers The indemnity agreements
provide that directors and executive officers will be indemnified and held
harmless to the fullest possible extent permitted by law including against all
expenses (including attorneys' fees), judgments, fines 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 directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are serving in such capacities at the request of the Registrant. 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 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 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 16(b) of the Securities Exchange Act of
1934 and related laws; (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 executive officer
to reimburse the Registrant for expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the 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, Bylaws, other agreements, any majority-in-interest
vote of the stockholders or vote of disinterested directors, the Delaware law,
or otherwise.
The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act.
The indemnity agreements require the Registrant to maintain
director and official liability insurance to the extent readily available. The
Registrant currently carries a director and officer insurance policy.
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ITEM 8. EXHIBITS.
4.01 Risk Data Corporation 1992 Stock Option Plan, as amended,
and related agreements.(1)
4.02 Form of Risk Data Corporation Non-Plan Nonqualified Stock
Option Agreement and related agreements.(1)
4.03 Registrant's Restated Certificate of Incorporation filed
with the Secretary of State of Delaware on June 13,
1996.(2)
4.04 Registrant's Bylaws, as amended.(2)
4.05 Form of specimen certificate for Registrant's Common
Stock.(3)
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 Ernst & Young LLP, Independent Auditors.
24.01 Power of Attorney (see page 6).
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(1) Risk Data Corporation is a California corporation.
(2) Filed with the Company's Form 10-Q for the quarter ended June
30, 1996 as originally filed on August 13, 1996.
(3) Incorporated by reference to the Company'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
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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 Registration Statement is on Form S-3, Form S-8 or Form F-3, and
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.
(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 discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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 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 16th day
of October 1996.
HNC SOFTWARE INC.
By: /s/ Raymond V. Thomas
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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
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PRINCIPAL EXECUTIVE OFFICER:
/s/ Robert L. North President, Chief Executive Officer October 16, 1996
- ------------------------------------ and a Director
Robert L. North
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Raymond V. Thomas Vice President, Finance and Administration October 16, 1996
- ------------------------------------ Chief Financial Officer and Secretary
Raymond V. Thomas
ADDITIONAL DIRECTORS:
/s/ Edward K. Chandler Director October 16, 1996
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Edward K. Chandler
/s/ Oliver D. Curme Director October 16, 1996
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Oliver D. Curme
/s/ Roger L. Evans Director October 16, 1996
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Roger L. Evans
/s/ Thomas F. Farb Director October 16, 1996
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Thomas F. Farb
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/s/ Charles H. Gaylord, Jr. Director October 16, 1996
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Charles H. Gaylord, Jr.
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EXHIBIT INDEX
Exhibit No. Description
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4.01 Risk Data Corporation 1992 Stock Option Plan, as amended, and
related agreements.(1)
4.02 Form of Risk Data Corporation Non-Plan Nonqualified Stock
Option Agreement and related agreements.(1)
4.03 Registrant's Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 13, 1996.(2)
4.04 Registrant's Bylaws, as amended.(2)
4.05 Form of specimen certificate for Registrant's Common Stock.(3)
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 Ernst & Young LLP, Independent Auditors
24.01 Power of Attorney (see page 6).
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(1) Risk Data Corporation is a California corporation.
(2) Included in the Company's Form 10-Q for the quarter ended June 30, 1996 as
originally filed on August 13, 1996.
(3) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-91932) filed on May 5, 1995, and as subsequently amended.