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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): JANUARY 22, 1999
HNC SOFTWARE INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-26146 33-0248788
(Commission File Number) (I.R.S. Employer Identification Number)
5930 CORNERSTONE COURT WEST, SAN DIEGO, CA 92121
(Address of Principal Executive Offices)
(619) 546-8877
(Registrant's Telephone Number, Including Area Code)
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ITEM 5: OTHER EVENTS
On January 22, 1999, HNC Software Inc., a Delaware corporation ("HNC"),
acquired Aptex Software Inc., a California corporation that was a subsidiary of
HNC ("Aptex"), by merging Aptex with and into HNC pursuant to a statutory
short-form merger (the "Merger"). Prior to the Merger, HNC owned more than 90%
of the outstanding shares of Common Stock and 100% of the outstanding shares of
Preferred Stock of Aptex. The remaining shares were owned by employees and
former employees of Aptex.
Aptex was formed by HNC in September 1996 to develop and market products
employing proprietary electronic text analysis technology for Internet-related
applications. Aptex's Internet products include SelectResponse(TM), a product
that helps customer-focused enterprises enhance and automate online and call
center responses to real-time customer inquiries, and SelectCast(TM), a product
that personalizes online content and shopping by analyzing high-volume text
streams and observed user behavior, making individual recommendations of
products, offers, ads and information in real time.
In connection with the Merger, HNC paid the minority shareholders of
Aptex a cash purchase price of $5.25 per share of Aptex Common Stock, for an
aggregate purchase price of approximately $5,337,827 in cash. Of such sum, an
aggregate of $3,281,250 was paid to Michael A. Thiemann, Vice President of HNC's
Financial Solutions Group and former President and member of the Board of
Directors of Aptex, in consideration of HNC's purchase from Mr. Thiemann of
625,000 shares of Aptex Common Stock prior to the date of the Merger. The
consideration paid for the shares of Aptex Common Stock by HNC to Mr. Thiemann
and the other minority shareholders of Aptex was determined by the Board of
Directors of HNC after considering, among other factors, appraisals obtained by
two independent appraisal firms. The costs of the acquisition were paid from
HNC's working capital.
In addition, pursuant to the Merger, HNC assumed outstanding options to
purchase an aggregate of 2,246,174 shares of Aptex Common Stock and converted
such options into options to purchase an aggregate of 400,532 shares of HNC
Common Stock. A Registration Statement on Form S-8 has been filed with the
Securities and Exchange Commission with respect to the shares of HNC Common
Stock underlying the assumed options.
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 11-01(b) of Regulation S-X.
(c) Exhibits.
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The following exhibits are filed herewith:
2.01 Plan of Merger dated December 21, 1998 adopted by Registrant and
Aptex Software Inc.
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 thereunto duly authorized.
HNC SOFTWARE INC.
By: /s/ Raymond V. Thomas
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Date: February 5, 1999 Raymond V. Thomas,
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
2.01 Plan of Merger dated December 21, 1998 adopted by Registrant and
Aptex Software Inc.