As filed with the Securities and Exchange Commission on April 21, 1998
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 or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5930 CORNERSTONE COURT WEST
SAN DIEGO, CALIFORNIA 92121-3728
(Address of Principal Executive Offices)
(1) 1998 STOCK OPTION PLAN
(2) PRACTICAL CONTROL SYSTEMS TECHNOLOGIES, INC. 1998 STOCK OPTION PLAN ASSUMED
BY THE REGISTRANT
(Full Title of the Plan)
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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.
TRAM T. PHI, 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 OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
Common Stock, $0.001 par value 230,000 (1) $39.06 (2) $8,983,800 (2) $2,650.22 (3)
Common Stock, $0.001 par value 160,000 (4) $39.06 (2) $6,249,600 (2) $1,843.63 (3)
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(1) Additional shares available for grant under Registrant's 1998 Stock Option
Plan and not yet subject to awarded outstanding stock options as of April
21, 1998.
(2) Estimated as of April 17, 1998 pursuant to Rule 457(c) and Rule 457(h)
solely for the purpose of calculating the registration fee.
(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended.
(4) Shares subject to assumed Practical Control Systems Technologies, Inc. Stock
Option Plan as of April 21, 1998.
HNC SOFTWARE INC.
REGISTRATION STATEMENT ON FORM S-8
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's annual report on Form 10-K filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") for the fiscal year ended December 31, 1997, as
amended.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Exchange Act on May 26, 1995,
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 offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Registrant by Fenwick & West LLP, of Palo Alto,
California. Members of the firm of Fenwick & West LLP own an aggregate of
approximately 3,314 shares of Common Stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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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 officers, as well as directors and officers of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise when they are serving in such capacities at the request of the
Registrant, to the fullest extent permitted by the Delaware General Corporation
Law; (ii) the Registrant may, in its discretion, indemnify other officers,
employees and
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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 advance expenses, as incurred, to its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law in connection with a proceeding (except that the Registrant is
not required to advance expenses to a person against whom it 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; and (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 officers. The indemnity agreements provide that directors and
officers will be indemnified and held harmless against all expenses (including
attorneys' fees), judgments, fines, ERISA excise taxes or penalties 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 a director or officer of the
Registrant or as directors or officers of any other corporation, partnership or
enterprise when they are serving in such capacities at the request of the
Registrant; except that no indemnity is provided in a derivative action in which
such director or officer is finally adjudged by a court to be liable to the
Company due to willful misconduct in the performance of his or her duty to the
Company, unless the court determines that such director or officer is entitled
to indemnification. 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 voluntarily 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 and/or advancement of expenses 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 Section 16(b) of the Exchange Act and related laws
and regulations; (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 officer to reimburse the
Registrant for expenses advanced only if and to the extent it is ultimately
determined that the director or executive officer is not entitled, under
Delaware law, the Registrant's Certificate of Incorporation, the Registrant's
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, the Bylaws, other agreements, any majority-in-interest vote of
the stockholders or vote of disinterested directors, Delaware law, or otherwise.
The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its directors and officers, may be
sufficiently broad to permit indemnification of the Registrant's directors and
officers for liabilities arising under the Securities Act.
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The indemnity agreements require the Registrant to maintain director and
officer liability insurance to the extent readily available. The Registrant
currently carries a director and officer insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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4.01 HNC Software Inc. 1998 Stock Option Plan, as amended through March
20, 1998.
4.02 Form of 1998 Stock Option Plan Stock Option Agreement and Stock
Option Exercise Agreement./(1) /
4.03 Practical Control Systems Technologies, Inc. 1998 Stock Option
Plan./(2)/
4.04 Form of Practical Control Systems Technologies, Inc. 1998 Stock
Option Plan Stock Option Agreement and Stock Option Exercise
Agreement.
4.05 Registrant's Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 13, 1996./(3)/
4.06 Registrant's Bylaws, as amended./(3)/
4.07 Form of specimen certificate for Registrant's Common Stock./(4)/
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.
24.01 Power of Attorney (see page 7).
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/(1)/ Incorporated by reference from Exhibit 4.02 to the Company's
Registration Statement on Form S-8 (File No. 333-46875) filed on
February 25, 1998.
/(2)/ Practical Control Systems Technologies, Inc. is an Ohio corporation
that was acquired by the Registrant on March 31, 1998 pursuant to an
Agreement and Plan of Reorganization dated January 30, 1998, as
amended, under which Registrant agreed to assume Practical Control
Systems Technologies, Inc.'s 1998 Stock Option Plan.
/(3)/ Filed as Exhibit 3(i).04 (Restated Certificate of Incorporation) and
Exhibit 3(ii).05 (Bylaws) with the Company's Report on Form 10-Q for
the quarter ended June 30, 1996, as originally filed on August 13,
1996.
/(4)/ Incorporated by reference from Exhibit 4.01 to the Company's
Registration Statement on Form S-1 (File No. 33-91932) filed on May
5, 1995, and as subsequently amended.
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ITEM 9. UNDERTAKINGS.
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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 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 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
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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 of 1933 (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 described in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange 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
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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 21st day of
April, 1998.
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 April 21, 1998
- ------------------------------ and a Director
Robert L. North
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Raymond V. Thomas Vice President, Finance and Administration April 21, 1998
- ------------------------------ Chief Financial Officer and Secretary
Raymond V. Thomas
ADDITIONAL DIRECTORS:
/s/ Edward K. Chandler Director April 21, 1998
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Edward K. Chandler
Director
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Oliver D. Curme
/s/ Thomas F. Farb Director April 21, 1998
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Thomas F. Farb
Director
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Charles H. Gaylord, Jr.
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT TITLE
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4.01 HNC Software Inc. 1998 Stock Option Plan, as amended through March
20, 1998.
4.02 Form of 1998 Stock Option Plan Stock Option Agreement and Stock
Option Exercise Agreement./(1) /
4.03 Practical Control Systems Technologies, Inc. 1998 Stock Option
Plan./(2)/
4.04 Form of Practical Control Systems Technologies, Inc. 1998 Stock
Option Plan Stock Option Agreement and Stock Option Exercise
Agreement.
4.05 Registrant's Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 13, 1996./(3)/
4.06 Registrant's Bylaws, as amended./(3)/
4.07 Form of specimen certificate for Registrant's Common Stock./(4)/
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.
24.01 Power of Attorney (see page 7).
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/(1)/ Incorporated by reference from Exhibit 4.02 to the Company's
Registration Statement on Form S-8 (File No. 333-46875) filed on
February 25, 1998.
/(2)/ Practical Control Systems Technologies, Inc. is an Ohio corporation
that was acquired by the Registrant on March 31, 1998 pursuant to an
Agreement and Plan of Reorganization dated January 30, 1998, under
which Registrant agreed to assume Practical Control Systems
Technologies, Inc.'s 1998 Stock Option Plan.
/(3)/ Filed as Exhibit 3(i).04 (Restated Certificate of Incorporation) and
Exhibit 3(ii).05 (Bylaws) with the Company's Report on Form 10-Q for
the quarter ended June 30, 1996, as originally filed on August 13,
1996.
/(4)/ Incorporated by reference from Exhibit 4.01 to the Company's
Registration Statement on Form S-1 (File No. 33-91932) filed on May
5, 1995, and as subsequently amended.
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