1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A-3 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________. COMMISSION FILE NUMBER 0-26146 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.) 5930 CORNERSTONE COURT WEST, SAN DIEGO, CA 92121 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 546-8877 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $0.001 PAR VALUE (TITLE OF CLASS) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant, based on the closing price as reported on the Nasdaq Stock Market at January 30, 1998, was approximately $809 million. The number of shares of the Registrant's Common Stock outstanding at January 30, 1998 was 24,570,578 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for Registrant's 1998 Annual Meeting of Stockholders to be filed with the Commission on or before April 30, 1998 are incorporated by reference in Part III of this Annual Report on Form 10-K. With the exception of those portions that are specifically incorporated by reference in this Annual Report on Form 10-K, such Proxy Statement shall not be deemed filed as part of this Report or incorporated by reference herein. ================================================================================ 2 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: 3. Exhibits EXHIBIT NUMBER DESCRIPTION -------- ----------- 2.01 Agreement and Plan of Reorganization dated as of July 19, 1996 by and among the Registrant, HNC Merger Corp. and Risk Data Corporation, as amended. (Incorporated by reference to Exhibit Number 2.01 to Registrant's Current Report on Form 8-K filed on September 12, 1996, as amended (the "Risk Data 8-K").) 2.02 Agreement of Merger dated August 30, 1996 by and between HNC Merger Corp. and Risk Data Corporation. (Incorporated by reference to Exhibit Number 2.02 to the Risk Data 8-K.) 2.03 Exchange Agreement dated as of October 25, 1996 by and among the Registrant, Retek Distribution Corporation and the shareholders of Retek Distribution Corporation. (Incorporated by reference to Exhibit Number 2.01 to Registrant's Current Report on Form 8-K filed on December 12, 1996 (the "Retek 8-K").) 2.04 Form of Option Exchange Agreement between the Registrant and each person who held outstanding options to purchase shares of Retek Distribution Corporation on November 29, 1996. (Incorporated by reference to Exhibit Number 2.02 to the Retek 8-K.) 2.05 Agreement and Plan of Reorganization dated as of July 14, 1997 by and among the Registrant, FW1 Acquisition Corp., CompReview, Inc., Robert L. Kaaren and Mishel E. Munnayer, a.k.a. Michael Munayyer, Trustee of the Michael Munayyer Trust dated August 11, 1995. (Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been omitted but will be furnished supplementally to the Commission upon request.) (Incorporated by reference to Exhibit Number 2.01 to Registrant's Current Report on Form 8-K filed on December 15, 1997 (the "CompReview 8-K").) 2.06 Agreement of Merger dated as of November 28, 1997 by and between FW1 Acquisition Corp. and CompReview, Inc. (Incorporated by reference to Exhibit Number 2.02 to the CompReview 8-K.) 3(i).01 Registrant's Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 13, 1996. (Incorporated by reference to Exhibit Number 3(i).04 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (the "Second Quarter 1996 10-Q").) Registrant's Bylaws, as amended. (Incorporated by reference 3(ii).02 to Exhibit Number 3(ii).05 to the Second Quarter 1996 10-Q.) 4.01 Form of Specimen Certificate for Registrant's Common Stock. (Incorporated by reference to Exhibit Number 4.01 to Registrant's Form S-1 Registration Statement, as amended (File No. 33-91932) (the "IPO S-1").) 4.02 Third Amended Registration Rights Agreement dated March 10, 1993, as amended. (Incorporated by reference to Exhibit Number 4.02 to the IPO S-1.) 4.03 Second Waiver and Amendment to Third Amended Registration Rights Agreement. (Incorporated by reference to Exhibit Number 4.03 to Registrant's Form S-1 Registration Statement, as amended (File No. 33-99980) (the "Second S-1").) 4.04 Registration Rights Agreement dated as of August 30, 1996 by and among the Registrant and the former shareholders of Risk Data Corporation. (Incorporated by reference to Exhibit Number 4.01 to the Risk Data 8-K.) 4.05 Registration Rights Agreement dated as of October 25, 1996 by and among the Registrant and the former shareholders of Retek Distribution Corporation. (Incorporated by reference to Exhibit Number 4.01 to the Retek 8-K.) 4.06 Amendment No. 1 to the Registration Rights Agreement dated as of February 24, 1997 by and between the Registrant and the former shareholders of Retek Distribution Corporation. (Incorporated by reference to Exhibit Number 4.06 to Registrant's Annual Report on Form 10-K, as amended, for the year ended December 31, 1996 (the "1996 10-K").) 3 EXHIBIT NUMBER DESCRIPTION -------- ----------- 4.07 Registration Rights Agreement dated as of November 28, 1997 by and among the Registrant and the former shareholders of CompReview, Inc. (Incorporated by reference to Exhibit Number 4.01 to the CompReview 8-K.) 10.01 Registrant's 1987 Stock Option Plan and related documents. (Incorporated by reference to Exhibit Number 10.01 to the IPO S-1.)(1) 10.02 Registrant's 1995 Equity Incentive Plan and related documents, as amended.(1) 10.03 Registrant's 1995 Directors Stock Option Plan and related documents. (Incorporated by reference to Exhibit Number 10.03 to the IPO S-1.)(1) 10.04 Registrant's 1995 Employee Stock Purchase Plan and related documents. (Incorporated by reference to Exhibit Number 10.04 to the IPO S-1.)(1) 10.05 Registrant's 1998 Stock Option Plan.(1) 10.06 Form of Indemnity Agreement entered into by Registrant with each of its directors and executive officers. (Incorporated by reference to Exhibit Number 10.08 to the IPO S-1.)(1) 10.07 Office Building Lease dated as of December 1, 1993, as amended effective February 1, 1994 and June 1, 1994, between Registrant and PacCor Partners. (Incorporated by reference to Exhibit Number 10.09 to the IPO S-1.) 10.08 Marketing Agreement dated as of June 24, 1993 between Registrant and First Data Resources, Inc. (Incorporated by reference to Exhibit Number 10.11 to the IPO S-1.)(2) 10.09 License Agreement dated as of June 24, 1993, as amended October 18, 1993, September 16, 1994 and by letter amendment, with Addendum dated January 21, 1994, as amended February 15, 1995, between Registrant and First Data Resources, Inc. (Incorporated by reference to Exhibit Number 10.12 to the IPO S-1.)(2) 10.10 Loan and Security Agreement dated as of July 11, 1997, between Registrant and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit Number 10.01 to Registrant's Quarterly Report on Form 10-Q, as amended, for the quarter ended June 30, 1997 (the "Second Quarter 1997 10-Q").) 10.11 Office Building Lease dated as of May 30, 1997, between Retek Information Systems, Inc. and Midwest Real Estate Holdings, Inc. (Incorporated by reference to Exhibit Number 10.02 to the Second Quarter 1997 10-Q.) 10.12 Office Building Lease dated as of June 17, 1996, between Registrant and Williams Properties I, LLC & Williams Properties II, LLC. (Incorporated by reference to Exhibit Number 10.12 to the 1996 10-K.) 10.13 Employment Agreement dated as of September 10, 1996, by and between Aptex Software Inc. and Michael A. Thiemann. (Incorporated by reference to Exhibit Number 10.13 to the 1996 10-K.)(1) 10.14 Investors' Rights Agreement dated as of September 10, 1996, by and among Aptex Software Inc., HNC Software Inc. and Michael A. Thiemann. (Incorporated by reference to Exhibit Number 10.14 to the 1996 10-K.)(1) 10.15 Restricted Stock Purchase Agreement dated as of September 10, 1996, by and between Aptex Software Inc. and Michael Thiemann. (Incorporated by reference to Exhibit Number 10.15 to the 1996 10-K.)(1) 10.16 Aptex Software Inc.'s 1996 Equity Incentive Plan and related documents. (Incorporated by reference to Exhibit Number 10.16 to the 1996 10-K.)(1) 10.17 Office Building Lease dated June 17, 1993, between Linsco/Private Ledger Corp. and PacCor Partners and Assignment of such lease to the Registrant. 21.01 List of Registrant's subsidiaries. 23.01 Consent of Price Waterhouse LLP, Independent Accountants. 27.01 Financial Data Schedule (December 31, 1997) *27.02 Restated Financial Data Schedule (September 30, 1997) *27.03 Restated Financial Data Schedule (June 30, 1997) 27.04 Restated Financial Data Schedule (March 31, 1997) 27.05 Restated Financial Data Schedule (December 31, 1996) 4 EXHIBIT NUMBER DESCRIPTION -------- ----------- *27.06 Restated Financial Data Schedule (September 30, 1996) *27.07 Restated Financial Data Schedule (June 30, 1996) 27.08 Restated Financial Data Schedule (March 31, 1996) 27.09 Restated Financial Data Schedule (December 31, 1995) - --------------- * Filed herewith. (1) Management contract or compensatory plan or arrangement. (2) Confidential treatment has been granted for certain portions of this document. Such portions have been omitted from the filing and have been filed separately with the Securities and Exchange Commission. 5 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 20, 1998 HNC SOFTWARE INC. By: /s/ RAYMOND V. THOMAS ------------------------------------ Raymond V. Thomas Vice President, Finance & Administration and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ ROBERT L. NORTH President and Chief May 20, 1998 - ----------------------------------------------------- Executive Officer (Principal Robert L. North Executive Officer) /s/ RAYMOND V. THOMAS Vice President, Finance & May 20, 1998 - ----------------------------------------------------- Administration and Chief Raymond V. Thomas Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/ EDWARD K. CHANDLER Director May 20, 1998 - ----------------------------------------------------- Edward K. Chandler /s/ OLIVER D. CURME Director May 20, 1998 - ----------------------------------------------------- Oliver D. Curme /s/ THOMAS F. FARB Director May 20, 1998 - ----------------------------------------------------- Thomas F. Farb /s/ CHARLES H. GAYLORD JR. Director May 20, 1998 - ----------------------------------------------------- Charles H. Gaylord, Jr. 6 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT TITLE - -------- ------------- 2.01 Agreement and Plan of Reorganization dated as of July 19, 1996 by and among the Registrant, HNC Merger Corp. and Risk Data Corporation, as amended. (Incorporated by reference to Exhibit Number 2.01 to Registrant's Current Report on Form 8-K filed on September 12, 1996, as amended (the "Risk Data 8-K").)..................................................... 2.02 Agreement of Merger dated August 30, 1996 by and between HNC Merger Corp. and Risk Data Corporation. (Incorporated by reference to Exhibit Number 2.02 to the Risk Data 8-K.)..... 2.03 Exchange Agreement dated as of October 25, 1996 by and among the Registrant, Retek Distribution Corporation and the shareholders of Retek Distribution Corporation. (Incorporated by reference to Exhibit Number 2.01 to Registrant's Current Report on Form 8-K filed on December 12, 1996 (the "Retek 8-K").)................................ 2.04 Form of Option Exchange Agreement between the Registrant and each person who held outstanding options to purchase shares of Retek Distribution Corporation on November 29, 1996. (Incorporated by reference to Exhibit Number 2.02 to the Retek 8-K.)................................................. 2.05 Agreement and Plan of Reorganization dated as of July 14, 1997 by and among the Registrant, FW1 Acquisition Corp., CompReview, Inc., Robert L. Kaaren and Mishel E. Munnayer, a.k.a. Michael Munayyer, Trustee of the Michael Munayyer Trust dated August 11, 1995. (Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been omitted but will be furnished supplementally to the Commission upon request.) (Incorporated by reference to Exhibit Number 2.01 to Registrant's Current Report on Form 8-K filed on December 15, 1997 (the "CompReview 8-K").)........................... 2.06 Agreement of Merger dated as of November 28, 1997 by and between FW1 Acquisition Corp. and CompReview, Inc. (Incorporated by reference to Exhibit Number 2.02 to the CompReview 8-K.)............................................ 3(i).01 Registrant's Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 13, 1996. (Incorporated by reference to Exhibit Number 3(i).04 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (the "Second Quarter 1996 10-Q").)...... 3(ii).02 Registrant's Bylaws, as amended. (Incorporated by reference to Exhibit Number 3(ii).05 to the Second Quarter 1996 10-Q.)...................................................... 4.01 Form of Specimen Certificate for Registrant's Common Stock. (Incorporated by reference to Exhibit Number 4.01 to Registrant's Form S-1 Registration Statement, as amended (File No. 33-91932) (the "IPO S-1").)....................... 4.02 Third Amended Registration Rights Agreement dated March 10, 1993, as amended. (Incorporated by reference to Exhibit Number 4.02 to the IPO S-1.)................................ 4.03 Second Waiver and Amendment to Third Amended Registration Rights Agreement. (Incorporated by reference to Exhibit Number 4.03 to Registrant's Form S-1 Registration Statement, as amended (File No. 33-99980) (the "Second S-1").)......... 4.04 Registration Rights Agreement dated as of August 30, 1996 by and among the Registrant and the former shareholders of Risk Data Corporation. (Incorporated by reference to Exhibit Number 4.01 to the Risk Data 8-K.).......................... 4.05 Registration Rights Agreement dated as of October 25, 1996 by and among the Registrant and the former shareholders of Retek Distribution Corporation. (Incorporated by reference to Exhibit Number 4.01 to the Retek 8-K.)................... 4.06 Amendment No. 1 to the Registration Rights Agreement dated as of February 24, 1997 by and between the Registrant and the former shareholders of Retek Distribution Corporation. (Incorporated by reference to Exhibit Number 4.06 to Registrant's Annual Report on Form 10-K, as amended, for the year ended December 31, 1996 (the "1996 10-K").)............ 4.07 Registration Rights Agreement dated as of November 28, 1997 by and among the Registrant and the former shareholders of CompReview, Inc. (Incorporated by reference to Exhibit Number 4.01 to the CompReview 8-K.)......................... 10.01 Registrant's 1987 Stock Option Plan and related documents. (Incorporated by reference to Exhibit Number 10.01 to the IPO S-1.)(1)................................................ 10.02 Registrant's 1995 Equity Incentive Plan and related documents, as amended.(1)................................... 10.03 Registrant's 1995 Directors Stock Option Plan and related documents. (Incorporated by reference to Exhibit Number 10.03 to the IPO S-1.)(1)................................... 7 EXHIBIT NUMBER EXHIBIT TITLE - -------- ------------- 10.04 Registrant's 1995 Employee Stock Purchase Plan and related documents. (Incorporated by reference to Exhibit Number 10.04 to the IPO S-1.)(1)................................... 10.05 Registrant's 1998 Stock Option Plan.(1)..................... 10.06 Form of Indemnity Agreement entered into by Registrant with each of its directors and executive officers. (Incorporated by reference to Exhibit Number 10.08 to the IPO S-1.)(1).... 10.07 Office Building Lease dated as of December 1, 1993, as amended effective February 1, 1994 and June 1, 1994, between Registrant and PacCor Partners. (Incorporated by reference to Exhibit Number 10.09 to the IPO S-1.).................... 10.08 Marketing Agreement dated as of June 24, 1993 between Registrant and First Data Resources, Inc. (Incorporated by reference to Exhibit Number 10.11 to the IPO S-1.)(2)....... 10.09 License Agreement dated as of June 24, 1993, as amended October 18, 1993, September 16, 1994 and by letter amendment, with Addendum dated January 21, 1994, as amended February 15, 1995, between Registrant and First Data Resources, Inc. (Incorporated by reference to Exhibit Number 10.12 to the IPO S-1.)(2)................................... 10.10 Loan and Security Agreement dated as of July 11, 1997, between Registrant and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit Number 10.01 to Registrant's Quarterly Report on Form 10-Q, as amended, for the quarter ended June 30, 1997 (the "Second Quarter 1997 10-Q"))........................................ 10.11 Office Building Lease dated as of May 30, 1997, between Retek Information Systems, Inc. and Midwest Real Estate Holdings, Inc. (Incorporated by reference to Exhibit Number 10.02 to the Second Quarter 1997 10-Q.)..................... 10.12 Office Building Lease dated as of June 17, 1996, between Registrant and Williams Properties I, LLC & Williams Properties II, LLC. (Incorporated by reference to Exhibit Number 10.12 to the 1996 10-K.)............................. 10.13 Employment Agreement dated as of September 10, 1996, by and between Aptex Software Inc. and Michael A. Thiemann. (Incorporated by reference to Exhibit Number 10.13 to the 1996 10-K.)(1).............................................. 10.14 Investors' Rights Agreement dated as of September 10, 1996, by and among Aptex Software Inc., HNC Software Inc. and Michael A. Thiemann. (Incorporated by reference to Exhibit Number 10.14 to the 1996 10-K.)(1).......................... 10.15 Restricted Stock Purchase Agreement dated as of September 10, 1996, by and between Aptex Software Inc. and Michael Thiemann. (Incorporated by reference to Exhibit Number 10.15 to the 1996 10-K.)(1)....................................... 10.16 Aptex Software Inc.'s 1996 Equity Incentive Plan and related documents. (Incorporated by reference to Exhibit Number 10.16 to the 1996 10-K.)(1)................................. 10.17 Office Building Lease dated June 17, 1993, between Linsco/Private Ledger Corp. and PacCor Partners and Assignment of such lease to the Registrant.................. 21.01 List of Registrant's subsidiaries........................... 23.01 Consent of Price Waterhouse LLP, Independent Accountants.... 27.01 Financial Data Schedule (December 31, 1997)................. *27.02 Restated Financial Data Schedule (September 30, 1997)....... *27.03 Restated Financial Data Schedule (June 30, 1997)............ 27.04 Restated Financial Data Schedule (March 31, 1997)........... 27.05 Restated Financial Data Schedule (December 31, 1996)........ *27.06 Restated Financial Data Schedule (September 30, 1996)....... *27.07 Restated Financial Data Schedule (June 30, 1996)............ 27.08 Restated Financial Data Schedule (March 31, 1996)........... 27.09 Restated Financial Data Schedule (December 31, 1995)........ - --------------- * Filed herewith. (1) Management contract or compensatory plan or arrangement. (2) Confidential treatment has been granted for certain portions of this document. Such portions have been omitted from the filing and have been filed separately with the Securities and Exchange Commission.