<PAGE> 1
As filed with the Securities and Exchange Commission on December 19, 1997
Registration No. 333-____
_______________________________________________________________________________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
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) 1995 EQUITY INCENTIVE PLAN
(2) STOCK OPTIONS GRANTED BY COMPREVIEW, INC. UNDER THE COMPREVIEW,
INC. 1995 STOCK OPTION PLAN AND ASSUMED BY THE REGISTRANT
(Full Title of the Plan)
__________________________________
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)
__________________________________
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
<TABLE>
<CAPTION>
===========================================================================================================================
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
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 750,000(1) $35.25(2) $ 26,437,500(2) $ 7,800(3)
Common Stock, $0.001 par value 195,419(4) $ 2.33(5) $ 455,327 $ 135(3)
===========================================================================================================================
</TABLE>
(1) Additional shares available for grant under Registrant's 1995 Equity
Incentive Plan and not yet subject to awarded outstanding stock options,
restricted stock purchase agreements or stock bonus agreements as of
December 19, 1997.
(2) Estimated as of December 15, 1997 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 CompReview, Inc. stock options as of December
19, 1997.
(5) Weighted average per share exercise price for such outstanding options
calculated pursuant to Rule 457(h)(1).
<PAGE> 2
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 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, 1996, filed on March 31, 1997 and subsequently
amended by the Company's amended annual reports on Form 10-K/A
filed on April 10, 1997 and October 20, 1997, respectively.
(b) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1997, filed on May 15, 1997, as amended by the
Registrant's quarterly report on Form 10-Q/A filed on October
20, 1997, the Registrant's quarterly report on Form 10-Q for
the quarter ended June 30, 1997, filed on August 13, 1997, as
amended by the Registrant's quarterly report on Form 10-Q/A
filed on October 20, 1997, the Registrant's quarterly report
on Form 10-Q for the quarter ended September 30, 1997 filed on
November 14, 1997, the Registrant's current report on Form 8-K
filed on October 24, 1997, and the Registrant's current report
on Form 8-K filed on December 15, 1997.
(c) 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 registered
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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Fenwick & West LLP, 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.
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
<PAGE> 3
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 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; (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.
<PAGE> 4
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.
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 8. EXHIBITS.
4.01 HNC Software Inc. 1995 Equity Incentive Plan, as amended
through November 25, 1997.
4.02 Form of 1995 Equity Incentive Plan Stock Option Agreement and
Stock Option Exercise Agreement.(1)
4.03 CompReview, Inc. 1995 Stock Option Plan.(2)
4.04 Form of CompReview, Inc. 1995 Stock Option Plan Stock Option
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.
23.03 Consent of Deloitte & Touche LLP, Independent Auditors.
24.01 Power of Attorney (see page 7 ).
___________________________
(1) Incorporated by reference from Exhibit 10.02 to the Company's
Registration Statement on Form S-1 (File No. 33-91932) filed
on May 5, 1995, and as subsequently amended.
(2) CompReview is a California corporation that was acquired by
the Registrant on November 28, 1997 pursuant to an Agreement
and Plan of Reorganization dated July 14, 1997 (the "Merger
Agreement"), under which Registrant agreed to assume options
outstanding under CompReview's 1995 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.
<PAGE> 5
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 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
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
<PAGE> 6
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.
<PAGE> 7
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 19th day of December 1997.
HNC SOFTWARE INC.
By: /s/ Raymond V. Thomas
-------------------------------------------
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ Robert L. North President, Chief Executive Officer December 19, 1997
- ------------------------------------- and a Director
Robert L. North
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Raymond V. Thomas Vice President, Finance and Administration December 19, 1997
- ------------------------------------- Chief Financial Officer and Secretary
Raymond V. Thomas
ADDITIONAL DIRECTORS:
/s/ Edward K. Chandler Director December 19, 1997
- -------------------------------------
Edward K. Chandler
/s/ Oliver D. Curme Director December 19, 1997
- -------------------------------------
Oliver D. Curme
/s/ Roger L. Evans Director December 19, 1997
- -------------------------------------
Roger L. Evans
/s/ Thomas F. Farb Director December 19, 1997
- -------------------------------------
Thomas F. Farb
/s/ Charles H. Gaylord, Jr. Director December 19, 1997
- -------------------------------------
Charles H. Gaylord, Jr.
</TABLE>
<PAGE> 8
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
4.01 HNC Software Inc. 1995 Equity Incentive Plan, as amended through
November 25, 1997.
4.02 Form of 1995 Equity Incentive Plan Stock Option Agreement and Stock
Option Exercise Agreement.(1)
4.03 CompReview, Inc. 1995 Stock Option Plan.(2)
4.04 Form of CompReview, Inc. 1995 Stock Option Plan Stock Option
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.
23.03 Consent of Deloitte & Touche LLP, Independent Auditors.
24.01 Power of Attorney (see page 7 ).
___________________________
(1) Incorporated by reference from Exhibit 10.02 to the Company's
Registration Statement on Form S-1 (File No. 33-91932) filed on May
5, 1995, and as subsequently amended.
(2) CompReview is a California corporation that was acquired by the
Registrant on November 28, 1997 pursuant to an Agreement and Plan of
Reorganization dated July 14, 1997 (the "Merger Agreement"), under
which Registrant agreed to assume options outstanding under
CompReview's 1995 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.
<PAGE> 1
EXHIBIT 4.01
HNC SOFTWARE INC.
1995 EQUITY INCENTIVE PLAN
As Adopted May 4, 1995
As Amended January 11, 1996 (effective as of July 27,1995), December 6, 1996
and November 25, 1997
1. PURPOSE. The purpose of this Plan is to provide
incentives to attract, retain and motivate eligible persons whose present and
potential contributions are important to the success of the Company, its
Parent, Subsidiaries and Affiliates, by offering them an opportunity to
participate in the Company's future performance through awards of Options,
Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text
are defined in Section 23.
2. SHARES SUBJECT TO THE PLAN.
2.1 Number of Shares Available. Subject to
Sections 2.2 and 18, the total number of Shares reserved and available for
grant and issuance pursuant to this Plan will be 3,550,000(1) Shares plus any
Shares that are made available for grant and issuance under this Plan pursuant
to the following sentence. Any Shares remaining unissued under the 1987 Stock
Option Plan adopted by HNC Software Inc., a California corporation that is the
Company's predecessor (the "PRIOR PLAN") on the Effective Date (as defined
below) and any Shares issuable upon exercise of options granted pursuant to the
Prior Plan that expire or become unexercisable for any reason without having
been exercised in full, will no longer be available for grant and issuance
under the Prior Plan, but will also be available for grant and issuance under
this Plan. Subject to Sections 2.2 and 18, Shares that: (a) are subject to
issuance upon exercise of an Option but cease to be subject to such Option for
any reason other than exercise of such Option; (b) are subject to an Award
granted hereunder but are forfeited or are repurchased by the Company at the
original issue price; or (c) are subject to an Award that otherwise terminates
without Shares being issued; will again be available for grant and issuance in
connection with future Awards under this Plan. At all times the Company shall
reserve and keep available a sufficient number of Shares as shall be required
to satisfy the requirements of all outstanding Options granted under this Plan
and all other outstanding but unvested Awards granted under this Plan.
2.2 Adjustment of Shares. In the event that the
number of outstanding Shares is changed by a stock dividend, recapitalization,
stock split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the
Exercise Prices of and number of Shares subject to outstanding Options, and (c)
the number of Shares subject to other outstanding Awards will be
proportionately adjusted, subject to any required action by the Board or the
stockholders of the Company and compliance with applicable securities laws;
provided, however, that fractions of a Share will not be issued but will either
be replaced by a cash payment equal to the Fair Market Value of such fraction
of a Share or will be rounded up to the nearest whole Share, as determined by
the Committee.
3. ELIGIBILITY. ISOs (as defined in Section 5 below) may
be granted only to employees (including officers and directors who are also
employees) of the Company or of a Parent or Subsidiary of the Company. All
other Awards may be granted to employees, officers, directors, consultants,
independent contractors and advisors of the Company or any Parent, Subsidiary
or Affiliate of the Company; provided such consultants, contractors and
advisors render bona fide services not in connection with the offer and sale of
securities in a capital-raising transaction. No person will be eligible to
receive more than 500,000(2) Shares in any calendar year under this
__________________________________
(1) Adjusted to reflect (i) the 2-for-1 split of the Company's capital stock
effected in April 1996; (ii) the authorization of 1,500,000 additional
shares of Common Stock for issuance under the Plan approved by the
Company's stockholders on December 6, 1996; and (iii) the authorization of
750,000 additional shares of Common Stock for issuance under the Plan
approved by the Company's stockholders on November 25, 1997.
(2) Adjusted to reflect the 2-for-1 split of the Company's capital stock
effected in April 1996.
<PAGE> 2
HNC Software Inc.
1995 Equity Incentive Plan
Plan pursuant to the grant of Awards hereunder, other than new employees of the
Company or of a Parent, Subsidiary or Affiliate of the Company (including new
employees who are also officers and directors of the Company or any Parent,
Subsidiary or Affiliate of the Company) who are eligible to receive up to a
maximum of 700,000(3) Shares in the calendar year in which they commence their
employment. A person may be granted more than one Award under this Plan.
4. ADMINISTRATION.
4.1 Committee Authority. This Plan will be
administered by the Committee or by the Board acting as the Committee. Subject
to the general purposes, terms and conditions of this Plan, and to the
direction of the Board, the Committee will have full power to implement and
carry out this Plan. Without limitation, the Committee will have the authority
to:
(a) construe and interpret this Plan, any Award Agreement
and any other agreement or document executed pursuant
to this Plan;
(b) prescribe, amend and rescind rules and regulations
relating to this Plan;
(c) select persons to receive Awards;
(d) determine the form and terms of Awards;
(e) determine the number of Shares or other consideration
subject to Awards;
(f) determine whether Awards will be granted singly, in
combination with, in tandem with, in replacement of, or
as alternatives to, other Awards under this Plan or any
other incentive or compensation plan of the Company or
any Parent, Subsidiary or Affiliate of the Company;
(g) grant waivers of Plan or Award conditions;
(h) determine the vesting, exercisability and payment of
Awards;
(i) correct any defect, supply any omission or reconcile
any inconsistency in this Plan, any Award or any Award
Agreement;
(j) determine whether an Award has been earned; and
(k) make all other determinations necessary or advisable
for the administration of this Plan.
4.2 Committee Discretion. Any determination made
by the Committee with respect to any Award will be made in its sole discretion
at the time of grant of the Award or, unless in contravention of any express
term of this Plan or Award, at any later time, and such determination will be
final and binding on the Company and on all persons having an interest in any
Award under this Plan. The Committee may delegate to one or more officers of
the Company the authority to grant an Award under this Plan to Participants who
are not Insiders of the Company.
4.3 Exchange Act Requirements. If two or more
members of the Board are Outside Directors, the Committee will be comprised of
at least two (2) members of the Board, all of whom are Outside Directors and
Disinterested Persons. During all times that the Company is subject to Section
16 of the Exchange Act, the Company will take appropriate steps to comply with
the disinterested administration requirements of
__________________________________
(3) Adjusted to reflect the 2-for-1 split of the Company's capital stock
effected in April 1996.
-2-
<PAGE> 3
HNC Software Inc.
1995 Equity Incentive Plan
Section 16(b) of the Exchange Act, which will consist of the appointment by the
Board of a Committee consisting of not less than two (2) members of the Board,
each of whom is a Disinterested Person.
5. OPTIONS. The Committee may grant Options to eligible
persons and will determine whether such Options will be Incentive Stock Options
within the meaning of the Code ("ISOS") or Nonqualified Stock Options
("NQSOS"), the number of Shares subject to the Option, the Exercise Price of
the Option, the period during which the Option may be exercised, and all other
terms and conditions of the Option, subject to the following:
5.1 Form of Option Grant. Each Option granted
under this Plan will be evidenced by an Award Agreement which will expressly
identify the Option as an ISO or an NQSO ("STOCK OPTION AGREEMENT"), and will
be in such form and contain such provisions (which need not be the same for
each Participant) as the Committee may from time to time approve, and which
will comply with and be subject to the terms and conditions of this Plan.
5.2 Date of Grant. The date of grant of an Option
will be the date on which the Committee makes the determination to grant such
Option, unless otherwise specified by the Committee. The Stock Option
Agreement and a copy of this Plan will be delivered to the Participant within a
reasonable time after the granting of the Option.
5.3 Exercise Period. Options will be exercisable
within the times or upon the events determined by the Committee as set forth in
the Stock Option Agreement governing such Option; provided, however, that no
Option will be exercisable after the expiration of ten (10) years from the date
the Option is granted; and provided further that no ISO granted to a person who
directly or by attribution owns more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any Parent
or Subsidiary of the Company ("TEN PERCENT STOCKHOLDER") will be exercisable
after the expiration of five (5) years from the date the ISO is granted. The
Committee also may provide for the exercise of Options to become exercisable at
one time or from time to time, periodically or otherwise, in such number of
Shares or percentage of Shares as the Committee determines.
5.4 Exercise Price. The Exercise Price of an
Option will be determined by the Committee when the Option is granted and may
be not less than 100% of the Fair Market Value of the Shares on the date of
grant; provided that: the Exercise Price of any ISO granted to a Ten Percent
Shareholder will not be less than 110% of the Fair Market Value of the Shares
on the date of grant. Payment for the Shares purchased may be made in
accordance with Section 8 of this Plan.
5.5 Method of Exercise. Options may be exercised
only by delivery to the Company of a written stock option exercise agreement
(the "EXERCISE AGREEMENT") in a form approved by the Committee (which need not
be the same for each Participant), stating the number of Shares being
purchased, the restrictions imposed on the Shares purchased under such Exercise
Agreement, if any, and such representations and agreements regarding
Participant's investment intent and access to information and other matters, if
any, as may be required or desirable by the Company to comply with applicable
securities laws, together with payment in full of the Exercise Price for the
number of Shares being purchased.
5.6 Termination. Notwithstanding the exercise
periods set forth in the Stock Option Agreement, exercise of an Option will
always be subject to the following:
(a) If the Participant is Terminated for any reason except
death or Disability, then the Participant may exercise
such Participant's Options only to the extent that such
Options would have been exercisable upon the
Termination Date no later than three (3) months after
the Termination Date (or such shorter or longer time
period not exceeding five (5) years as may be
determined by the Committee, with any exercise beyond
three (3) months after the Termination Date deemed to
be an NQSO), but in any event, no later than the
expiration date of the Options.
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(b) If the Participant is Terminated because of
Participant's death or Disability (or the Participant
dies within three (3) months after a Termination other
than because of Participant's death or disability),
then Participant's Options may be exercised only to the
extent that such Options would have been exercisable by
Participant on the Termination Date and must be
exercised by Participant (or Participant's legal
representative or authorized assignee) no later than
twelve (12) months after the Termination Date (or such
shorter or longer time period not exceeding five (5)
years as may be determined by the Committee, with any
such exercise beyond (a) three (3) months after the
Termination Date when the Termination is for any reason
other than the Participant's death or Disability, or
(b) twelve (12) months after the Termination Date when
the Termination is for Participant's death or
Disability, deemed to be an NQSO), but in any event no
later than the expiration date of the Options.
5.7 Limitations on Exercise. The Committee may
specify a reasonable minimum number of Shares that may be purchased on any
exercise of an Option, provided that such minimum number will not prevent
Participant from exercising the Option for the full number of Shares for which
it is then exercisable.
5.8 Limitations on ISOs. The aggregate Fair Market
Value (determined as of the date of grant) of Shares with respect to which ISOs
are exercisable for the first time by a Participant during any calendar year
(under this Plan or under any other incentive stock option plan of the Company
or any Affiliate, Parent or Subsidiary of the Company) will not exceed
$100,000. If the Fair Market Value of Shares on the date of grant with respect
to which ISOs are exercisable for the first time by a Participant during any
calendar year exceeds $100,000, then the Options for the first $100,000 worth
of Shares to become exercisable in such calendar year will be ISOs and the
Options for the amount in excess of $100,000 that become exercisable in that
calendar year will be NQSOs. In the event that the Code or the regulations
promulgated thereunder are amended after the Effective Date of this Plan to
provide for a different limit on the Fair Market Value of Shares permitted to
be subject to ISOs, such different limit will be automatically incorporated
herein and will apply to any Options granted after the effective date of such
amendment.
5.9 Modification, Extension or Renewal. The
Committee may modify, extend or renew outstanding Options and authorize the
grant of new Options in substitution therefor, provided that any such action
may not, without the written consent of a Participant, impair any of such
Participant's rights under any Option previously granted. Any outstanding ISO
that is modified, extended, renewed or otherwise altered will be treated in
accordance with Section 424(h) of the Code. The Committee may reduce the
Exercise Price of outstanding Options without the consent of Participants
affected by a written notice to them; provided, however, that the Exercise
Price may not be reduced below the minimum Exercise Price that would be
permitted under Section 5.4 of this Plan for Options granted on the date the
action is taken to reduce the Exercise Price.
5.10 No Disqualification. Notwithstanding any other
provision in this Plan, no term of this Plan relating to ISOs will be
interpreted, amended or altered, nor will any discretion or authority granted
under this Plan be exercised, so as to disqualify this Plan under Section 422
of the Code or, without the consent of the Participant affected, to disqualify
any ISO under Section 422 of the Code.
6. RESTRICTED STOCK. A Restricted Stock Award is an offer
by the Company to sell to an eligible person Shares that are subject to
restrictions. The Committee will determine to whom an offer will be made, the
number of Shares the person may purchase, the price to be paid (the "PURCHASE
PRICE"), the restrictions to which the Shares will be subject, and all other
terms and conditions of the Restricted Stock Award, subject to the following:
6.1 Form of Restricted Stock Award. All purchases
under a Restricted Stock Award made pursuant to this Plan will be evidenced by
an Award Agreement ("RESTRICTED STOCK PURCHASE AGREEMENT") that will be in such
form (which need not be the same for each Participant) as the Committee will
from time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. The offer of Restricted Stock
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will be accepted by the Participant's execution and delivery of the Restricted
Stock Purchase Agreement and full payment for the Shares to the Company within
thirty (30) days from the date the Restricted Stock Purchase Agreement is
delivered to the person. If such person does not execute and deliver the
Restricted Stock Purchase Agreement along with full payment for the Shares to
the Company within thirty (30) days, then the offer will terminate, unless
otherwise determined by the Committee.
6.2 Purchase Price. The Purchase Price of Shares
sold pursuant to a Restricted Stock Award will be determined by the Committee
and will be at least 100% of the Fair Market Value of the Shares on the date
the Restricted Stock Award is granted. Payment of the Purchase Price may be
made in accordance with Section 8 of this Plan.
6.3 Restrictions. Restricted Stock Awards will be
subject to such restrictions (if any) as the Committee may impose. The
Committee may provide for the lapse of such restrictions in installments and
may accelerate or waive such restrictions, in whole or part, based on length of
service, performance or such other factors or criteria as the Committee may
determine.
7. STOCK BONUSES.
7.1 Awards of Stock Bonuses. A Stock Bonus is an
award of Shares (which may consist of Restricted Stock) for services rendered
to the Company or any Parent, Subsidiary or Affiliate of the Company. A Stock
Bonus may be awarded for past services already rendered to the Company, or any
Parent, Subsidiary or Affiliate of the Company (provided that the Participant
pays the Company the par value of the Shares awarded by such Stock Bonus in
cash) pursuant to an Award Agreement (the "STOCK BONUS AGREEMENT") that will be
in such form (which need not be the same for each Participant) as the Committee
will from time to time approve, and will comply with and be subject to the
terms and conditions of this Plan. A Stock Bonus may be awarded upon
satisfaction of such performance goals as are set out in advance in the
Participant's individual Award Agreement (the "PERFORMANCE STOCK BONUS
AGREEMENT") that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan. Stock Bonuses
may vary from Participant to Participant and between groups of Participants,
and may be based upon the achievement of the Company, Parent, Subsidiary or
Affiliate and/or individual performance factors or upon such other criteria as
the Committee may determine.
7.2 Terms of Stock Bonuses. The Committee will
determine the number of Shares to be awarded to the Participant and whether
such Shares will be Restricted Stock. If the Stock Bonus is being earned upon
the satisfaction of performance goals pursuant to a Performance Stock Bonus
Agreement, then the Committee will determine: (a) the nature, length and
starting date of any period during which performance is to be measured (the
"PERFORMANCE PERIOD") for each Stock Bonus; (b) the performance goals and
criteria to be used to measure the performance, if any; (c) the number of
Shares that may be awarded to the Participant; and (d) the extent to which such
Stock Bonuses have been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to Stock Bonuses that
are subject to different Performance Periods and different performance goals
and other criteria. The number of Shares may be fixed or may vary in
accordance with such performance goals and criteria as may be determined by the
Committee. The Committee may adjust the performance goals applicable to the
Stock Bonuses to take into account changes in law and accounting or tax rules
and to make such adjustments as the Committee deems necessary or appropriate to
reflect the impact of extraordinary or unusual items, events or circumstances
to avoid windfalls or hardships.
7.3 Form of Payment. The earned portion of a Stock
Bonus may be paid currently or on a deferred basis with such interest or
dividend equivalent, if any, as the Committee may determine. Payment may be
made in the form of cash, whole Shares, including Restricted Stock, or a
combination thereof, either in a lump sum payment or in installments, all as
the Committee will determine.
7.4 Termination During Performance Period. If a
Participant is Terminated during a Performance Period for any reason, then such
Participant will be entitled to payment (whether in Shares, cash or
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otherwise) with respect to the Stock Bonus only to the extent earned as of the
date of Termination in accordance with the Performance Stock Bonus Agreement,
unless the Committee will determine otherwise.
8. PAYMENT FOR SHARE PURCHASES.
8.1 Payment. Payment for Shares purchased pursuant
to this Plan may be made in cash (by check) or, where expressly approved for
the Participant by the Committee and where permitted by law:
(a) by cancellation of indebtedness of the Company to the
Participant;
(b) by surrender of shares that either: (1) have been
owned by Participant for more than six (6) months and
have been paid for within the meaning of SEC Rule 144
(and, if such shares were purchased from the Company by
use of a promissory note, such note has been fully paid
with respect to such shares); or (2) were obtained by
Participant in the public market;
(c) by tender of a full recourse promissory note having
such terms as may be approved by the Committee and
bearing interest at a rate sufficient to avoid
imputation of income under Sections 483 and 1274 of the
Code; provided, however, that Participants who are not
employees or directors of the Company will not be
entitled to purchase Shares with a promissory note
unless the note is adequately secured by collateral
other than the Shares; provided, further, that the
portion of the Purchase Price equal to the par value of
the Shares, if any, must be paid in cash;
(d) by waiver of compensation due or accrued to the
Participant for services rendered; provided, further,
that the portion of the Purchase Price equal to the par
value of the Shares, if any, must be paid in cash;
(e) with respect only to purchases upon exercise of an
Option, and provided that a public market for the
Company's stock exists:
(1) through a "same day sale" commitment from the
Participant and a broker-dealer that is a
member of the National Association of
Securities Dealers (an "NASD DEALER") whereby
the Participant irrevocably elects to exercise
the Option and to sell a portion of the Shares
so purchased to pay for the Exercise Price, and
whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the
Exercise Price directly to the Company; or
(2) through a "margin" commitment from the
Participant and a NASD Dealer whereby the
Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to
the NASD Dealer in a margin account as security
for a loan from the NASD Dealer in the amount
of the Exercise Price, and whereby the NASD
Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly
to the Company; or
(f) by any combination of the foregoing.
8.2 Loan Guarantees. The Committee may help the
Participant pay for Shares purchased under this Plan by authorizing a guarantee
by the Company of a third-party loan to the Participant.
9. WITHHOLDING TAXES.
9.1 Withholding Generally. Whenever Shares are to
be issued in satisfaction of Awards granted under this Plan, the Company may
require the Participant to remit to the Company an amount
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sufficient to satisfy federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for such Shares.
Whenever, under this Plan, payments in satisfaction of Awards are to be made in
cash, such payment will be net of an amount sufficient to satisfy federal,
state, and local withholding tax requirements.
9.2 Stock Withholding. When, under applicable tax
laws, a Participant incurs tax liability in connection with the exercise or
vesting of any Award that is subject to tax withholding and the Participant is
obligated to pay the Company the amount required to be withheld, the Committee
may allow the Participant to satisfy the minimum withholding tax obligation by
electing to have the Company withhold from the Shares to be issued that number
of Shares having a Fair Market Value equal to the minimum amount required to be
withheld, determined on the date that the amount of tax to be withheld is to be
determined (the "TAX DATE"). All elections by a Participant to have Shares
withheld for this purpose will be made in writing in a form acceptable to the
Committee and will be subject to the following restrictions:
(a) the election must be made on or prior to the applicable
Tax Date;
(b) once made, then except as provided below, the election
will be irrevocable as to the particular Shares as to
which the election is made;
(c) all elections will be subject to the consent or
disapproval of the Committee;
(d) if the Participant is an Insider and if the Company is
subject to Section 16(b) of the Exchange Act: (1) the
election may not be made within six (6) months of the
date of grant of the Award, except as otherwise
permitted by SEC Rule 16b- 3(e) under the Exchange Act,
and (2) either (A) the election to use stock
withholding must be irrevocably made at least six (6)
months prior to the Tax Date (although such election
may be revoked at any time at least six (6) months
prior to the Tax Date) or (B) the exercise of the
Option or election to use stock withholding must be
made in the ten (10) day period beginning on the third
day following the release of the Company's quarterly or
annual summary statement of sales or earnings; and
(e) in the event that the Tax Date is deferred until six
(6) months after the delivery of Shares under Section
83(b) of the Code, the Participant will receive the
full number of Shares with respect to which the
exercise occurs, but such Participant will be
unconditionally obligated to tender back to the Company
the proper number of Shares on the Tax Date.
10. PRIVILEGES OF STOCK OWNERSHIP.
10.1 Voting and Dividends. No Participant will
have any of the rights of a stockholder with respect to any Shares until the
Shares are issued to the Participant. After Shares are issued to the
Participant, the Participant will be a stockholder and have all the rights of a
stockholder with respect to such Shares, including the right to vote and
receive all dividends or other distributions made or paid with respect to such
Shares; provided, that if such Shares are Restricted Stock, then any new,
additional or different securities the Participant may become entitled to
receive with respect to such Shares by virtue of a stock dividend, stock split
or any other change in the corporate or capital structure of the Company will
be subject to the same restrictions as the Restricted Stock; provided, further,
that the Participant will have no right to retain such stock dividends or stock
distributions with respect to Shares that are repurchased at the Participant's
original Purchase Price pursuant to Section 12.
10.2 Financial Statements. The Company will
provide financial statements to each Participant prior to such Participant's
purchase of Shares under this Plan, and to each Participant annually during the
period such Participant has Awards outstanding; provided, however, the Company
will not be required to provide such financial statements to Participants whose
services in connection with the Company assure them access to equivalent
information.
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11. TRANSFERABILITY. Awards granted under this Plan, and
any interest therein, will not be transferable or assignable by Participant,
and may not be made subject to execution, attachment or similar process,
otherwise than by will or by the laws of descent and distribution or as
consistent with the specific Plan and Award Agreement provisions relating
thereto. During the lifetime of the Participant an Award will be exercisable
only by the Participant, and any elections with respect to an Award, may be
made only by the Participant.
12. RESTRICTIONS ON SHARES. At the discretion of the
Committee, the Company may reserve to itself and/or its assignee(s) in the
Award Agreement (a) a right of first refusal to purchase all Shares that a
Participant (or a subsequent transferee) may propose to transfer to a third
party, and/or (b) a right to repurchase a portion of or all Shares held by a
Participant following such Participant's Termination at any time within ninety
(90) days after the later of Participant's Termination Date and the date
Participant purchases Shares under this Plan, for cash and/or cancellation of
purchase money indebtedness, at: (A) with respect to Shares that are "Vested"
(as defined in the Award Agreement), the higher of: (l) Participant's original
Purchase Price, or (2) the Fair Market Value of such Shares on Participant's
Termination Date, provided, that such right of repurchase (i) must be exercised
as to all such "Vested" Shares unless a Participant consents to the Company's
repurchase of only a portion of such "Vested" Shares and (ii) terminates when
the Company's securities become publicly traded; or (B) with respect to Shares
that are not "Vested" (as defined in the Award Agreement), at the Participant's
original Purchase Price, provided, that the right to repurchase at the original
Purchase Price lapses at the rate of at least 20% per year over five (5) years
from the date the Shares were purchased (or from the date of grant of options
in the case of Shares obtained pursuant to a Stock Option Agreement and Stock
Option Exercise Agreement), and if the right to repurchase is assignable, the
assignee must pay the Company, upon assignment of the right to repurchase, cash
equal to the excess of the Fair Market Value of the Shares over the original
Purchase Price.
13. CERTIFICATES. All certificates for Shares or other
securities delivered under this Plan will be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or
foreign securities law, or any rules, regulations and other requirements of the
SEC or any stock exchange or automated quotation system upon which the Shares
may be listed or quoted.
14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions
on a Participant's Shares, the Committee may require the Participant to deposit
all certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause
a legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will
be required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to
the Company under the promissory note; provided, however, that the Committee
may require or accept other or additional forms of collateral to secure the
payment of such obligation and, in any event, the Company will have full
recourse against the Participant under the promissory note notwithstanding any
pledge of the Participant's Shares or other collateral. In connection with any
pledge of the Shares, Participant will be required to execute and deliver a
written pledge agreement in such form as the Committee will from time to time
approve. The Shares purchased with the promissory note may be released from
the pledge on a pro rata basis as the promissory note is paid.
15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at
any time or from time to time, authorize the Company, with the consent of the
respective Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. The Committee may at any time
buy from a Participant an Award previously granted with payment in cash, Shares
(including Restricted Stock) or other consideration, based on such terms and
conditions as the Committee and the Participant may agree.
16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An
Award will not be effective unless such Award is in compliance with all
applicable federal and state securities laws, rules and regulations of any
governmental body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they
are in effect on the date of grant of the Award and also
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1995 Equity Incentive Plan
on the date of exercise or other issuance. Notwithstanding any other provision
in this Plan, the Company will have no obligation to issue or deliver
certificates for Shares under this Plan prior to: (a) obtaining any approvals
from governmental agencies that the Company determines are necessary or
advisable; and/or (b) completion of any registration or other qualification of
such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.
17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any
Award granted under this Plan will confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other
relationship with, the Company or any Parent, Subsidiary or Affiliate of the
Company or limit in any way the right of the Company or any Parent, Subsidiary
or Affiliate of the Company to terminate Participant's employment or other
relationship at any time, with or without cause.
18. CORPORATE TRANSACTIONS.
18.1 Assumption or Replacement of Awards by
Successor. In the event of (a) a dissolution or liquidation of the Company,
(b) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the stockholders
of the Company or their relative stock holdings and the Awards granted under
this Plan are assumed, converted or replaced by the successor corporation,
which assumption will be binding on all Participants), (c) a merger in which
the Company is the surviving corporation but after which the stockholders of
the Company (other than any stockholder which merges (or which owns or controls
another corporation which merges) with the Company in such merger) cease to own
their shares or other equity interests in the Company, (d) the sale of
substantially all of the assets of the Company, or (e) any other transaction
which qualifies as a "corporate transaction" under Section 424(a) of the Code
wherein the stockholders of the Company give up all of their equity interest in
the Company (except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of the Company from or by the
stockholders of the Company), any or all outstanding Awards may be assumed,
converted or replaced by the successor corporation (if any), which assumption,
conversion or replacement will be binding on all Participants. In the
alternative, the successor corporation may substitute equivalent Awards or
provide substantially similar consideration to Participants as was provided to
stockholders (after taking into account the existing provisions of the Awards).
The successor corporation may also issue, in place of outstanding Shares of the
Company held by the Participant, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant. In
the event such successor corporation (if any) refuses to assume or substitute
Options, as provided above, pursuant to a transaction described in this
Subsection 18.1, such Options will expire on such transaction at such time and
on such conditions as the Board will determine.
18.2 Other Treatment of Awards. Subject to any
greater rights granted to Participants under the foregoing provisions of this
Section 18, in the event of the occurrence of any transaction described in
Section 18.1, any outstanding Awards will be treated as provided in the
applicable agreement or plan of merger, consolidation, dissolution,
liquidation, sale of assets or other "corporate transaction."
18.3 Assumption of Awards by the Company. The
Company, from time to time, also may substitute or assume outstanding awards
granted by another company, whether in connection with an acquisition of such
other company or otherwise, by either; (a) granting an Award under this Plan in
substitution of such other company's award; or (b) assuming such award as if it
had been granted under this Plan if the terms of such assumed award could be
applied to an Award granted under this Plan. Such substitution or assumption
will be permissible if the holder of the substituted or assumed award would
have been eligible to be granted an Award under this Plan if the other company
had applied the rules of this Plan to such grant. In the event the Company
assumes an award granted by another company, the terms and conditions of such
award will remain unchanged (except that the exercise price and the number and
nature of Shares issuable upon exercise of any such option will be adjusted
appropriately pursuant to Section 424(a) of the Code). In the event the
Company elects to grant a new
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Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.
19. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will
become effective on the date on which the registration statement filed by the
Company with the SEC under the Securities Act registering the initial public
offering of the Company's Common Stock is declared effective by the SEC (the
"EFFECTIVE DATE"); provided, however, that if the Effective Date does not occur
on or before December 31, 1995, this Plan will terminate as of December 31,
1995 having never become effective. This Plan shall be approved by the
stockholders of the Company (excluding Shares issued pursuant to this Plan),
consistent with applicable laws, within twelve (12) months before or after the
date this Plan is adopted by the Board. Upon the Effective Date, the Board may
grant Awards pursuant to this Plan; provided, however, that: (a) no Option may
be exercised prior to initial stockholder approval of this Plan; (b) no Option
granted pursuant to an increase in the number of Shares subject to this Plan
approved by the Board will be exercised prior to the time such increase has
been approved by the stockholders of the Company; and (c) in the event that
stockholder approval of such increase is not obtained within the time period
provided herein, all Awards granted hereunder will be canceled, any Shares
issued pursuant to any Award will be canceled, and any purchase of Shares
hereunder will be rescinded. So long as the Company is subject to Section
16(b) of the Exchange Act, the Company will comply with the requirements of
Rule 16b-3 (or its successor), as amended, with respect to stockholder
approval.
20. TERM OF PLAN. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the date this Plan is
adopted by the Board or, if earlier, the date of stockholder approval.
21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any
time terminate or amend this Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed pursuant
to this Plan; provided, however, that the Board will not, without the approval
of the stockholders of the Company, amend this Plan in any manner that requires
such stockholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or (if the Company is subject
to the Exchange Act or Section 16(b) of the Exchange Act) pursuant to the
Exchange Act or Rule 16b-3 (or its successor), as amended, thereunder,
respectively.
22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of
this Plan by the Board, the submission of this Plan to the stockholders of the
Company for approval, nor any provision of this Plan will be construed as
creating any limitations on the power of the Board to adopt such additional
compensation arrangements as it may deem desirable, including, without
limitation, the granting of stock options and bonuses otherwise than under this
Plan, and such arrangements may be either generally applicable or applicable
only in specific cases.
23. DEFINITIONS. As used in this Plan, the following terms
will have the following meanings:
"AFFILIATE" means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, another corporation, where "control" (including
the terms "controlled by" and "under common control with") means the
possession, direct or indirect, of the power to cause the direction of the
management and policies of the corporation, whether through the ownership of
voting securities, by contract or otherwise.
"AWARD" means any award under this Plan, including any Option, Restricted Stock
or Stock Bonus.
"AWARD AGREEMENT" means, with respect to each Award,
the signed written agreement between the Company and the Participant setting
forth the terms and conditions of the Award.
"BOARD" means the Board of Directors of the Company.
"CODE" means the Internal Revenue Code of 1986, as
amended.
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"COMMITTEE" means the committee appointed by the Board
to administer this Plan, or if no such committee is appointed, the Board.
"COMPANY" means HNC Software Inc., a corporation
organized under the laws of the State of Delaware, or any successor
corporation.
"DISABILITY" means a disability, whether temporary or
permanent, partial or total, within the meaning of Section 22(e)(3) of the
Code, as determined by the Committee.
"DISINTERESTED PERSON" means a director who has not,
during the period that person is a member of the Committee and for one year
prior to commencing service as a member of the Committee, been granted or
awarded equity securities pursuant to this Plan or any other plan of the
Company or any Parent, Subsidiary or Affiliate of the Company, except in
accordance with the requirements set forth in Rule 16b-3(c)(2)(i) (and any
successor regulation thereto) as promulgated by the SEC under Section 16(b) of
the Exchange Act, as such rule is amended from time to time and as interpreted
by the SEC.
"EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.
"EXERCISE PRICE" means the price at which a holder of
an Option may purchase the Shares issuable upon exercise of the Option.
"FAIR MARKET VALUE" means, as of any date, the value of
a share of the Company's Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq
National Market, its closing price on the Nasdaq
National Market on the date of determination (if such
day is a trading day) as reported in The Wall Street
Journal, and, if such date of determination is not a
trading day, then on the last trading day prior to the
date of determination;
(b) if such Common Stock is publicly traded and is then
listed on a national securities exchange, its closing
price on the last trading day prior to the date of
determination on the principal national securities
exchange on which the Common Stock is listed or
admitted to trading as reported in The Wall Street
Journal;
(c) if such Common Stock is publicly traded but is not
quoted on the Nasdaq National Market nor listed or
admitted to trading on a national securities exchange,
the average of the closing bid and asked prices on the
last trading day prior to the date of determination as
reported in The Wall Street Journal; or
(d) if none of the foregoing is applicable, by the
Committee in good faith.
"INSIDER" means an officer or director of the Company
or any other person whose transactions in the Company's Common Stock are
subject to Section 16 of the Exchange Act.
"OUTSIDE DIRECTOR" means any director who is not; (a) a
current employee of the Company or any Parent, Subsidiary or Affiliate of the
Company; (b) a former employee of the Company or any Parent, Subsidiary or
Affiliate of the Company who is receiving compensation for prior services
(other than benefits under a tax-qualified pension plan); (c) a current or
former officer of the Company or any Parent, Subsidiary or Affiliate of the
Company; or (d) currently receiving compensation for personal services in any
capacity, other than as a director, from the Company or any Parent, Subsidiary
or Affiliate of the Company; provided, however, that at such time as the term
"Outside Director", as used in Section 162(m) of the Code is defined in
regulations promulgated under Section 162(m) of the Code, "Outside Director"
will have the meaning set forth in such regulations, as amended from time to
time and as interpreted by the Internal Revenue Service.
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<PAGE> 12
HNC Software Inc.
1995 Equity Incentive Plan
"OPTION" means an award of an option to purchase Shares
pursuant to Section 5.
"PARENT" means any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company, if at the time of
the granting of an Award under this Plan, each of such corporations other than
the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
"PARTICIPANT" means a person who receives an Award under
this Plan.
"PLAN" means this HNC Software Inc. 1995 Equity
Incentive Plan, as amended from time to time.
"RESTRICTED STOCK AWARD" means an award of Shares
pursuant to Section 6.
"SEC" means the Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as
amended.
"SHARES" means shares of the Company's Common Stock
reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and
18, and any successor security.
"STOCK BONUS" means an award of Shares, or cash in lieu
of Shares, pursuant to Section 7.
"SUBSIDIARY" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at
the time of granting of the Award, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
"TERMINATION" or "TERMINATED" means, for purposes of
this Plan with respect to a Participant, that the Participant has for any
reason ceased to provide services as an employee, director, consultant,
independent contractor or advisor to the Company or a Parent, Subsidiary or
Affiliate of the Company, except in the case of sick leave, military leave, or
any other leave of absence approved by the Committee, provided that such leave
is for a period of not more than ninety (90) days, or reinstatement upon the
expiration of such leave is guaranteed by contract or statute. The Committee
will have sole discretion to determine whether a Participant has ceased to
provide services and the effective date on which the Participant ceased to
provide services (the "TERMINATION DATE").
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<PAGE> 1
EXHIBIT 4.03
COMPREVIEW, INC.
1995 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Plan is to promote the success
of the Company by providing an additional means by which the Company can
attract, motivate, retain and reward selected key employees and directors of
the Company and selected key consultants, vendors, customers and others
expected to provide significant services to the Company.
2. DEFINITIONS.
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the committee, if any, appointed by the
Board in accordance with Section 4 of the Plan.
(d) "Common Stock" means the Common Stock, no par value, of the
Company.
(e) "Company" means CompReview, Inc., a California corporation.
(f) "Disability" means the condition of an Employee who is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment (other than one caused by alcohol or
drug dependency) which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve (12)
months.
(g) "Disinterested Person" means an administrator of the Plan,
whether a member of the Board, or the Committee if there be one, who: (i) has
not, during the one year prior to service as an administrator of the Plan, or
during such service, been granted or awarded equity securities pursuant to the
Plan, or any other plan of the Company or any of its affiliates; except that
the following shall not disqualify a director from being a disinterested
person: (1) participation in a formula plan meeting the requirements of Rule
16b-3(c)(2)(ii) of the Exchange Act; (2) participation in an ongoing securities
acquisition plan meeting the conditions of Rule 16b-3(d)(2)(i); or (3) an
election to receive an annual retainer fee in either cash or an equivalent
amount of securities, or partly cash and partly securities.
(h) "Employee" means an individual who is employed (within the
meaning of Code Section 3401 and the regulations thereunder) by the Company or
a Subsidiary.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(j) "Exercise Price" means the price per Share of Common Stock,
determined by the
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<PAGE> 2
Board, or the Committee if there be one, at which an Option may exercised.
(k) "Fair Market Value" means the value of one (1) Share of Common
Stock, determined as follows:
(1) If the Shares are traded on an exchange, the price at
which the Shares traded at the close of business on the date of
valuation;
(2) If the Shares are traded over-the-counter on the
NASDAQ System, the closing price if one is available, or the mean
between the bid and asked prices on said System at the close of
business on the date of valuation; and
(3) If neither (1) nor (2) applies, the fair market value as
determined in good faith by the Board, or the Committee if there be
one. Such determination shall be conclusive and binding on all
persons.
(l) "Option" means any stock option granted pursuant to the Plan.
(m) "Option Agreement" means the agreement between an Optionee and
the Company evidencing the Option granted to the Optionee pursuant to this
Plan.
(n) "Optionee" means an Employee or Other Qualified Person who has
received an Option.
(o) "Other Qualified Person" means an individual who is not an
Employee but who is a director, vendor, customer, consultant or other provider
of significant services to the Company.
(p) "Plan" means this CompReview, Inc. 1995 Stock Option Plan, as
it may be amended from time to time.
(q) "Purchase Price" means the Exercise Price times the number of
Shares with respect to which an Option is exercised.
(r) "Retirement" means the voluntary termination of employment by
an Employee upon attainment of the age of sixty-five and the completion of not
less than twenty years of service with the Company.
(s) "Securities Act" shall mean the Securities Act of 1933, as
amended.
(t) "Share" shall mean one (1) share of Common Stock, adjusted in
accordance with Section 9 of the Plan (if applicable).
(u) "Subsidiary" shall mean any corporation at least fifty percent
(50%) of the total combined voting power of which is owned by the Company or by
another Subsidiary.
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<PAGE> 3
3. EFFECTIVE DATE. This Plan was adopted by the Board and
approved by the Company's shareholders effective October 16, 1995.
4. ADMINISTRATION. This Plan shall be administered by the Board,
if each member is a Disinterested Person, or by a Committee appointed by the
Board which shall consist of two (2) or more directors, each of whom is a
Disinterested Person. The requirement that an administrator be a Disinterested
Person shall not apply prior to the date of the first registration of an equity
security of the Company under Section 12 of the Exchange Act. If a Committee
is appointed, the Committee shall have, in connection with the administration
of the Plan, the powers of the Board with respect to the Plan, subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. If a Committee has been
appointed, the Committee shall hold meetings at such times and places as it may
determine. Acts of a majority of the Committee at which a quorum is present,
or acts reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee. The Board may abolish the
Committee at any time and revest in the Board the administration of this Plan.
The Board (or the Committee if there is one) shall have the power,
subject to, and within the limitations of, the express provisions of this Plan:
(a) to from time to time at its discretion select the Employees and Other
Qualified Persons who are to be granted Options, (b) determine the number of
Shares to be granted to each Optionee; (c) determine the provisions of each
Option granted (which need not be identical), including the Exercise Price and
the time or times during the term of each Option within which all or any
portion of such Option may be exercised, (d) to construe and interpret this
Plan and Options granted under it, (e) to establish, amend and revoke rules and
regulations for administration of this Plan, (f) to correct any defect,
omission or inconsistency in this Plan or in any Option, in a manner and to the
extent it shall deem necessary or expedient to make this Plan fully effective;
(g) to amend this Plan as provided in Section 11; and (h) to otherwise
administer this Plan in such manner as it deems necessary or proper to promote
the intent of this Plan. In no event may a member of the Board, or Committee
if there be one, participate in any determination relating to Options held by
or to be granted to such Board or Committee member. The interpretation and
construction by the Board, or by the Committee if there be one, of any
provision of this Plan or of any Option granted hereunder shall be final. No
member of the Board, or of the Committee if there be one, shall be liable for
any action or determination made in good faith with respect to this Plan or any
Option granted hereunder.
5. PARTICIPATION. The Optionees shall be such persons as the
Board, or Committee if there be one, may select from among the following
classes of persons:
(1) Employees of the Company or of a Subsidiary (who may be
officers, whether
3
<PAGE> 4
or not they are directors) and;
(2) Other Qualified Persons.
6. STOCK. The stock subject to Options granted under this Plan
shall be Shares of the Company's authorized but unissued or reacquired Common
Stock. The aggregate number of Shares which may be issued upon exercise of
Options under this Plan shall not exceed 60,000. The number of Shares subject
to Options outstanding at any time shall not exceed the number of Shares
remaining available for issuance under this Plan. In the event that any
outstanding Option for any reason expires or is terminated, the Shares
allocable to the unexercised portion of such Option may again be made subject
to any Option. The limitations established by this Section 6 shall be subject
to adjustment in the manner provided in Section 9 hereof upon the occurrence of
an event specified therein.
7. TERMS AND CONDITIONS OF OPTIONS.
(a) Option Agreements. Options shall be evidenced by written
Option Agreements in such form as the Board, or the Committee if there be one,
shall from time to time determine. Such agreements shall comply with and be
subject to the terms and conditions set forth below.
(b) Number of Shares. Each Option Agreement shall state the
number of Shares to which it pertains and shall provide for the adjustment
thereof in accordance with the provisions of Section 9 hereof.
(c) Exercise Price. Each Option Agreement shall state the
Exercise Price. Except as otherwise determined by the Board, or the Committee
if there be one, the Exercise Price shall not be less than 85% of Fair Market
Value on the date of grant.
(d) Medium and Time of Payment. The Purchase Price shall be
payable in full in United States dollars upon the exercise of the Option;
provided, however, that if the applicable Option Agreement so provides, the
Purchase Price may be paid (i) by the surrender of Shares in good form for
transfer, owned by the person exercising the Option and having a Fair Market
Value on the date of exercise equal to the Purchase Price, or in any
combination of cash (by check) and Shares, as long as the sum of the cash so
paid and the Fair Market Value of the Shares so surrendered equal the Purchase
Price, (ii) by cancellation of indebtedness owed by the Company to the
Optionee, (iii) with a full recourse promissory note executed by the Optionee,
or (iv) any combination of the foregoing. The interest rate and other terms
and conditions of such note shall be determined by the Board or the Committee,
if there be one. The Board, or the Committee if there be one, may require
that the Optionee pledge his or her Shares to the Company for the purpose of
securing the payment of such note. In no event shall the stock certificate(s)
representing such Shares by released to the Optionee until such note shall have
been paid in full. If the Company determines that it is required to withhold
state or Federal income tax as a result of the exercise of an Option, then as a
condition to the exercise thereof, an Optionee may be required to make
arrangements satisfactory to the Company to enable it to satisfy such
withholding requirements.
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<PAGE> 5
(e) Term and Nontransferability of Options. Each Option shall
state the time or times which all or part thereof becomes exercisable. No
Option shall be exercisable after the expiration of ten (10) years from the
date it was granted, During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee and shall not be assignable or transferable.
In the event of the Optionee's death, the Option shall not be transferable by
the Optionee other than by will or the laws of descent and distribution.
(f) Termination of Employment, Except by Death, Disability, or
Retirement. If an Optionee ceases to be an Employee or Other Qualified Person
for any reason other than his or her death, Disability, or Retirement such
Optionee shall have the right, subject to the restrictions of (e) above and
unless otherwise provided for in the Optionee's Option Agreement, to exercise
the Option at any time within thirty (30) days thereafter, but only to the
extent that, at the date of cessation, the Optionee's right to exercise such
Option had accrued pursuant to the terms of the applicable Option Agreement and
had not previously been exercised; provided, however, that if the Optionee was
terminated for cause (as defined in the applicable Option Agreement) any
Option not exercised in full prior to such termination shall be canceled. For
this purpose, the employment relationship shall be treated as continuing intact
while the Optionee is on military leave, sick leave or other bona fide leave of
absence (to be determined in the sole discretion of the Board, or the Committee
if there be one).
(g) Death of Optionee. If an Optionee dies while an Employee or
Other Qualified Person, or after either of such relationships have been
terminated, but during the period while he or she could have exercised the
Option under this Section 7, and has not fully exercised the Option, then
subject to the restrictions of (e) above and unless otherwise provided in the
Optionee's Option Agreement, the Option may be exercised in full at any time
within twelve (12) months after the Optionee's death by the executors or
administrators of his or her estate or by any person or persons who have
acquired the Option directly from the Optionee by bequest or inheritance, but
only to the extent that, at the date of death, the Optionee's right to exercise
such Option had accrued and had not been forfeited pursuant to the terms of the
applicable Option Agreement and had not previously been exercised.
(h) Disability of Optionee. If an Optionee ceases to be an
Employee or Other Qualified Person by reason of Disability, such Optionee
shall have the right, subject to the restrictions of (e) above and unless
otherwise provided in the Optionee's Option Agreement, to exercise the Option
at any time within twelve (12) months after termination of such relationship,
but only to the extent that, at the date of such termination, the Optionee's
right to exercise such Option had accrued pursuant to the terms of the
applicable Stock Option Agreement and had not previously been exercised.
(i) Retirement of Optionee. If an Optionee ceases to be an
Employee by reason of Retirement, such Optionee shall have the right, subject
to the restrictions of (e) above and unless otherwise provided in the
Optionee's Option Agreement, to exercise the Option at any time within three
(3) months after termination of such employment, but only to the extent that,
at the
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<PAGE> 6
date of such termination, the Optionee's right to exercise such Option had
accrued pursuant to the terms of the applicable Option Agreement and had not
previously been exercised.
(j) Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his or her Option until the date of the issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property),
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 9 hereof.
(k) Modification, Extension and Renewal of Option. Within the
limitations of this Plan, the Board, or the Committee if there be one, may
modify, extend or renew outstanding Options or accept the cancellation of
outstanding Options (to the extent not previously exercised) for the granting
of new Options in substitution therefor. The foregoing notwithstanding, no
modification of an Option shall, without the consent of the Optionee, alter or
impair any rights or obligations under any Option previously granted.
(l) Other Provisions. The Option Agreements authorized under this
Plan may contain such other provisions not inconsistent with the terms of this
Plan (including, without limitation, restrictions upon the exercise of the
Option) as the Board, or the Committee if there be one, shall deem advisable.
8. TERM OF PLAN. Options may be granted pursuant to this Plan
until the expiration of ten (10) years from the effective date of this Plan.
9. RECAPITALIZATIONS. Subject to any required action by
shareholders, the number of Shares covered by this Plan as provided in Section
6 hereof, the number of Shares covered by each outstanding Option and the
Exercise Price thereof shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a subdivision or
consolidation of Shares or the payment of a stock dividend (but only of Common
Stock) or any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company. Subject to any
required action by stockholders, if the Company is the surviving corporation in
any merger or consolidation, each outstanding Option shall pertain and apply to
the securities to which a holder of the number of Shares subject to the Option
would have been entitled. In the event of a merger or consolidation in which
the Company is not the surviving corporation, the date of exercisability of
each outstanding Option shall be accelerated to a date prior to such merger or
consolidation, unless the agreement of merger or consolidation provides for the
assumption of the Option by the successor to the Company. To the extent that
the foregoing adjustments relate to securities of the Company, such adjustments
shall be made by the Board or Committee, as the case may be, whose
determination shall be conclusive and binding on all persons. Except as
expressly provided in this Section 9, the Optionee shall have no rights by
reason of subdivision or consolidation of shares of stock of any class, the
payment of any stock dividend or any other increase or decrease in the number
of shares of stock of any class or by reason of any dissolution, liquidation,
merger or consolidation or spin-off of assets or
6
<PAGE> 7
stock of another corporation, and any issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or Exercise Price of Shares subject to an Option. The
grant of an Option pursuant to this Plan shall not affect in any way the right
or power to the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure, to merge or consolidate or to
dissolve, liquidate, sell or transfer all or any part of its business assets.
10. SECURITIES LAW REQUIREMENTS.
(a) Legality of Issuance. The issuance of any Shares upon the
exercise of any Option and the grant of any Option shall be contingent upon the
following:
(1) the Company and the Optionee shall have taken all actions
required to register the Shares under the Securities Act and to
qualify the Option and the Shares under any and all applicable state
securities or "blue sky" laws or regulations, or to perfect an
exemption from the respective registration and qualification
requirements thereof;
(2) any applicable listing requirement of any stock exchange
on which the Common Stock is listed shall have been satisfied; and
(3) any other applicable provision of state or Federal law
shall have been satisfied.
(b) Restrictions on Transfer. Regardless of whether the offering
and sale of Shares under this Plan has been registered under the Act or has
been registered or qualified under the securities laws of any state, the
Company may impose restrictions on the sale, pledge or other transfer of such
Shares (including the placement of appropriate legends on stock certificates)
if, in the judgment of the Company and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the provisions of
the Act, the securities laws of any state or any other law. In the event that
the sale of Shares under this Plan is not registered under the Act but an
exemption is available which required an investment representation or other
representation, each Optionee shall be required to represent that such Shares
are being acquired for investment, and not with a view to the sale or
distribution thereof, and to make such other representations as are deemed
necessary or appropriate by the Company and its counsel. Any determination by
the Company and its counsel in connection with any of the matters set forth in
this Section 10 shall be conclusive and binding on all persons. Stock
certificates evidencing Shares acquired under this Plan pursuant to an
unregistered transaction shall bear the following restrictive legend and such
other restrictive legends as are required or deemed advisable under the
provisions of any applicable law.
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER
OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT
UNDER THE ACT IS IN EFFECT
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<PAGE> 8
AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH
REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH
THE ACT."
(c) Registration or Qualification of Securities. The Company may,
but shall not be obligated to register or qualify the issuance of Options
and/or the sale of Shares under the Act or any other applicable law. The
Company shall not be obligated to take any affirmative action in order to cause
the issuance of Options or the sale of Shares under this Plan to comply with
any law.
(d) Exchange of Certificates. If, in the opinion of the Company
and its counsel, any legend placed on a stock certificate representing Shares
sold under this Plan is no longer required, the holder of such certificate
shall be entitled to exchange such certificate for a certificate representing
the same number of Shares but lacking such legend.
11. AMENDMENT OF THIS PLAN. The Board, or the Committee if there
be one, may from time to time, with respect to any Shares at the time not
subject to Options, suspend or discontinue this Plan or revise or amend it in
any respect whatsoever except that, without the approval of the Company's
stockholders, no such revision or amendment shall:
(a) Increase the number of Shares subject to this Plan;
(b) Change the designation in Section 5 hereof with respect to the
classes of persons eligible to receive Options; or
(c) Amend this Section to defeat its purpose.
12. EXECUTION. To record the adoption of this Plan in the form
set forth above by the Board effective as of October 16, 1995, the Company has
caused this Plan to be executed in the name and on behalf of the Company where
provided below by an officer of the Company thereunto duly authorized.
CompReview, Inc.
BY: /s/ Lee Kaaren
--------------------------------------
Lee Kaaren, Chairman of the Board
8
<PAGE> 9
AMENDMENT NO. 1
TO
COMPREVIEW INC.'S
1995 STOCK OPTION PLAN
This Amendment No. 1 to CompReview, Inc.'s 1995 Stock Option Plan (the
"Plan") is made effective as of February 15, 1996 with reference to the
following:
A. The Plan, which was adopted effective as of October 16, 1995, provides
for an aggregate of 60,000 shares of common stock to be issued pursuant to the
Plan.
B. The Plan further provides that in the event of a stock split, the
number of shares covered by the Plan shall be proportionately adjusted.
C. Subsequent to the adoption of the Plan, the outstanding shares of
common stock of CompReview, Inc. were split 10 for 1.
As a result of the foregoing, the second sentence of Section 6 of the
CompReview, Inc. 1995 Stock Option Plan is hereby amended to read in its
entirety as follows: "The aggregate number of Shares which may be issued upon
exercise of Options under this Plan shall not exceed 600,000."
All other terms of the Plan remain unchanged and in full force and effect.
To record the adoption of this Amendment No. 1 to the Plan by the
shareholders and Board of Directors on the date hereof, the Company has caused
this Amendment No. 1 to be executed in the name and on behalf of the company
where provided below by an officer of the company thereunto duly authorized.
CompReview, Inc.
By: /s/ Lee Kaaren
-------------------------------------
Lee Kaaren, Chairman of the Board
<PAGE> 1
EXHIBIT 4.04
THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, NOR QUALIFIED UNDER THE CALIFORNIA
CORPORATE SECURITIES LAW OF 1968, AS AMENDED. THESE SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH
REGISTRATION AND QUALIFICATION, OR THE AVAILABILITY OF AN EXEMPTION THEREROM.
AS A CONDITION TO ANY OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IN
RELIANCE UPON THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION AND
QUALIFICATION, THE ISSUER MAY, AT ITS OPTION, REQUIRE AN OPINION OF COUNSEL
SATISFACTORY IT TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT
REQUIRED.
Option No. _____
COMPREVIEW, INC.
STOCK OPTION AGREEMENT
This Agreement is made and entered into effective as of
_________________ by and between CompReview, Inc., a California corporation
(the "Corporation") and ________________ ("Optionee").
R E C I T A L S
A. The Corporation has established its 1995 Stock Option Plan
(the "Plan").
B. The Corporation's Board of Directors (the "Board") has
approved the execution of this Stock Option Agreement containing the grant of
the option herein set forth to Optionee to purchase shares of the Corporation's
common stock ("Stock") upon the terms and conditions hereinafter set forth.
NOW THEREFORE, it is agreed as follows:
1. Definitions and Incorporation. Unless otherwise defined herein,
the terms used in this Agreement shall have the meanings given to such terms in
the Plan. The Plan is hereby incorporated in and made a part of this Agreement
as if fully set forth herein. Optionee hereby acknowledges receipt of a copy
of the Plan.
2. Grant of Option. The Corporation hereby grants to Optionee as
of the date hereof the right and option to purchase, on the terms and
conditions hereinafter set forth, all or any part of an aggregate of
_____________ shares of Stock (the "Option"), subject to adjustment in
accordance with the Plan. It is understood and acknowledged that the Option is
NOT intended to qualify and will NOT be treated as an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
<PAGE> 2
3. Option Price. The price to be paid for Stock upon exercise
of the Option or any part thereof shall be _______ per share (the "Purchase
Price").
4. Right to Exercise. Subject to the conditions set forth
in this Agreement, the right to exercise the Option shall accrue in accordance
with Schedule 1 attached hereto and hereby incorporated in and made a part
hereof. Optionee hereby accepts and agrees to be bound by each and every
provision contained in Schedule 1.
5. Securities Law Requirements. No part of the Option shall be
exercised if counsel to the Corporation determines that any applicable
registration requirement (or exemption therefrom) under the Securities Act of
1933, as amended, or any other applicable requirement of Federal or state law
has not been met. Optionee represents and agrees that if Optionee exercises
this Option in whole or in part at a time when there is not in effect under the
Securities Act of 1933 a registration statement relating to the Shares issuable
upon exercise hereof, and there is not available for delivery a prospectus
meeting the requirements of Section 10(a)(3) of said Act, (i) Optionee will
acquire the Shares upon such exercise for the purpose of investment and not
with a view to the distribution thereof, (ii) that upon each such exercise of
this Option, Optionee will furnish to the Corporation an investment letter in
form and substance satisfactory to the Corporation, (iii) prior to selling or
offering for sale any such shares, Optionee will furnish the Corporation with
an opinion of counsel satisfactory to it to the effect that such certificates
as to factual matters as it may reasonably request, and (iv) all certificates
representing shares of Shares purchased upon the exercise of the Option shall
bear the legend to the effect specified in Section 11 hereof and/or such other
appropriate legend describing the restrictions applicable to sale or transfer
of the Shares. Any other person or persons entitled to exercise this Option
under the provision hereof shall furnish to the Corporation letters, opinions
and certificates to the same effect as would otherwise be required of Optionee.
6. Term of Option. The Option shall terminate in any event on
the earliest of (a) the 10th anniversary of the date of this Agreement first
set forth above, at 11:59 P.M., (b) the expiration of the period described in
Section 7 below, (c) the expiration of the period described in Section 8 below,
or (d) the expiration of the period described in Section 9 below.
7. Exercise Following Termination of Service. If Optionee's
service with the Corporation terminates for any reason other than death,
Disability, or Retirement, the Option (to the extent it has not previously been
exercised and is then exercisable) may be exercised within the period of three
(3) consecutive months commencing immediately following the date of such
termination (but not later than the termination date set forth in Section 6(a)
above). The foregoing notwithstanding, the Option shall cease to be
exercisable on the date of such termination if the termination is for cause or
if Optionee upon such termination becomes an employee, director or consultant
of any person or entity who is in direct competition with the Corporation. For
this purpose, "cause" shall mean (a) the willful breach, habitual neglect, or
habitual failure to properly perform the duties Optionee is required to perform
as an employee of the Corporation, (b) breach of Optionees obligations and
covenants under Section 18 hereof, (c) participation in any fraud or crime
against the Corporation; (d) any intentional or willful act or omission that
materially injures the Corporation, or was intended to injure the Corporation,
as
-2-
<PAGE> 3
determined by the Board, (e) any act of moral turpitude that, in the reasonable
judgment of the Board, might damage the Corporation's reputation or otherwise
negatively effect the Corporation, (f) any alcohol or drug-related dependence,
which, in the reasonable judgement of the Board, may result in the willful
breach, habitual neglect, or general inability of Optionee to perform his or
her duties as an employee of the Corporation, (g) the conviction of any felony,
(h) misappropriation of assets of the Corporation or any subsidiary, or (i)
refusal to carry out the reasonable directions of the Corporation's executive
officers or of the Board.
8. Exercise Following Death or Disability. If Optionee's service
with the Corporation terminates by reason of Optionee's death or Disability, or
if Optionee dies after termination of service but while the Option would have
been exercisable hereunder, the Option (to the extent it has not previously
been exercised and is then exercisable) may be exercised within twelve (12)
months after the date of Optionee's death or termination by reason of
Disability (but not later than the termination date set forth in Section 6(a)
above). In the case of death, the exercise may be made by Optionee's
representative or by the person entitled thereto under Optionee's will or the
laws of descent and distribution; provided that such representative or such
person consents in writing to abide by and be subject to the terms of this
Agreement and such writing is delivered to the Board.
9. Exercise Following Retirement. If Optionee's service with the
Corporation terminates by reason of the voluntary retirement of employment upon
attainment of 65 years of age and completion of 20 years of service, the Option
(to the extent it has not previously been exercised and is then exercisable)
may be exercised within three (3) consecutive months after the date of
Optionee's retirement (but not later than the termination date set forth in
paragraph 6(a) above).
10. Time of Termination of Service. For the purposes of this
Agreement, Optionee's service shall be deemed to have terminated on the earlier
of (a) the date when Optionee's service in fact terminated or (b) the date when
Optionee gave or received written notice that his service is to terminate.
11. Nontransferability. Unless the Corporation otherwise consents
in writing, the option and all rights and privileges granted hereunder shall be
non-assignable and non-transferable by Optionee, either voluntarily or by
operation of law, except by will or by operation of the laws of descent and
distribution, shall not be pledged or hypothecated in any way, and shall be
exercisable during lifetime only by Optionee. Except as otherwise provided
herein, any attempted alienation, assignment, pledge, hypothecation,
attachment, execution or similar process, whether voluntary or involuntary,
with respect to all or any part of the Option or any right thereunder, shall be
null and void and, at the Corporation's option, shall cause all of Optionee's
rights under this Agreement to terminate.
All certificates representing shares of Stock purchased upon the
exercise of the Option shall bear the following legend:
CompReview, Inc.
Stock Option Agreement -3-
<PAGE> 4
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES
WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS
TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION
IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."
12. Effect of Exercise. Upon exercise of all or any part of the
Option, the number of shares of Stock subject to option under this Agreement
shall be reduced by the number of shares with respect to which such exercise is
made.
13. Method of Exercise. Each exercise of the Option shall be by
means of a written notice of exercise in substantially the form prescribed from
time to time by the Board delivered to the Secretary of the Corporation at its
principal office and accompanied by payment in full of the Purchase Price for
each share of Stock purchased under the Option. Such notice shall specify the
number of shares of Stock with respect to which the Option is exercised and
shall be signed by the person exercising the Option. If the Option is
exercised by a person other than Optionee, such notice shall be accompanied by
proof, reasonably satisfactory to the Corporation, of such person's right to
exercise the Option.
The Purchase Price specified in Section 3 above shall be paid in full
upon the exercise of the Option (i) by cash, in United States dollars; by the
surrender of Shares in good form for transfer, owned by the person exercising
the Option and having a Fair Market Value on the date of exercise equal to the
Purchase Price, or in any combination of cash and Shares, as long as the sum of
the cash so paid and the Fair Market Value of the Shares so surrendered equals
the Purchase Price; (ii) by cancellation of indebtedness owed by the
Corporation to Optionee; or (iii) by any combination of the foregoing.
14. Withholding Taxes. If Optionee is an employee or former
employee of the Corporation when all or part of the Option is exercised, the
Corporation may require Optionee to deliver payment of any withholding taxes
(in addition to the Option exercise price) in cash with respect to the
difference between the Option exercise price and the Fair Market Value of the
Stock acquired upon exercise.
15. Issuance of Shares. Subject to the foregoing conditions, the
Corporation, as soon as reasonably practicable after receipt of a proper notice
of exercise and without transfer or issue tax or other incidental expense to
the person exercising the Option, shall deliver to such person at the principal
office of the Corporation, or such other location as may be acceptable to the
Corporation and such person, one or more certificates for the shares of Stock
with respect to which the Option has been exercised. Such shares shall be
fully paid and nonassessable and shall be issued in the name of such person.
However, at the request of Optionee, such shares may be issued in the names of
Optionee and his spouse (a) as joint tenants with right of survivorship, (b) as
community property or (c) as tenants in common without right of survivorship.
CompReview, Inc.
Stock Option Agreement -4-
<PAGE> 5
16. Limitation of Optionee's Rights. Neither Optionee nor any
person entitled to exercise the Option shall be or have any of the rights of a
shareholder of the Corporation in respect of any share issuable upon the
exercise of the Option unless and until a certificate or certificates
representing shares of Stock shall have been issued and delivered upon exercise
of the Option in full or in part. No adjustment shall be made for dividends or
other rights for which the record date is prior to the date such stock
certificates are issued.
17. Consent Required to Transfer. In connection with any
underwritten public offering by the Corporation of its equity securities
pursuant to an effective registration statement filed under the Securities Act
of 1933, including the Corporation's initial public offering, Optionee shall
not sell, make any short sale of, loan, hypothecate, pledge, grant any option
for the purchase of, or otherwise dispose or transfer for value or otherwise
agree to engage in any of the foregoing transactions with respect to, any Stock
purchased under the Option without the prior written consent of the Corporation
or its underwriters. Such limitations shall be in effect for such period of
time from and after the effective date of such registration statement as may be
requested by the Corporation or such underwriters.
18. Optionee's Covenants. During the term of Optionee's service
with the Corporation, Optionee will not (i) undertake planning for or the
organization of any business activity competitive with the Corporation's
business or combine or cooperate with, or provided assistance to other
employees or representatives of the Corporation's business for the purpose of
organizing any such competitive business activity; (ii) directly or indirectly,
engage in or have any interest in any corporation, partnership, proprietorship,
firm, association, person, or other entity (collectively "Business Entity"),
whether as an employee, officer, director, agent, security holder, creditor,
consultant, contractor or otherwise, that provides goods or services which
directly or indirectly compete with the Corporation's goods, services, or
business; provided, however, that nothing herein shall prevent Optionee from
owning less than 2% of the capital stock of any corporation whose common stock
is traded on a national securities exchange or on NASDAQ; or (iii) directly or
indirectly, either for Optionee's benefit of for that of any other Business
Entity, divert or take away, or attempt to divert or take away, call on or
solicit or attempt to call on or solicit, any of the Corporation's customers or
clients. During the term of Optionee's service with the Corporation and for a
period of two years thereafter, Optionee will not, directly or indirectly, or
by action in concert with others (a) hire any person engaged by the Corporation
in any capacity (as an employee, agent, independent contractor or otherwise),
or (b) induce or influence (or seek to induce or influence) any person who is
engaged in any capacity by the Corporation to terminate his or her engagement
or employment with the Corporation.
The covenants in this Section shall be construed as separate covenants
covering their subject matter in each of the separate counties and states in
the United States in which the Corporation transacts its business. To the
extent that any covenant shall be judicially unenforceable in any one or more
of such counties or states, it shall not be affected with respect to each other
county and state, each covenant with respect to each county and state being
construed as severable and independent.
CompReview, Inc.
Stock Option Agreement -5-
<PAGE> 6
19. Not an Employment Contract. This Agreement is not an
employment contract and nothing herein shall be deemed to create in any way
whatsoever any obligation on the part of Optionee to continue in the employ of
the Corporation, or of the Corporation to continue Optionee's employment with
the Corporation.
20. Notices. Any notice to the Corporation contemplated by this
Agreement shall be addressed to it in care of the Board; any notice to Optionee
shall be addressed to him at the address on file with the Corporation on the
date hereof or at such other address as Optionee may hereafter designate in a
writing delivered to the Corporation as provided herein.
21. Interpretation. The interpretation, construction, performance
and enforcement of this Agreement shall lie within the sole discretion of the
Board, and the Board's determinations shall be conclusive and binding on all
interested persons.
22. Attorney's Fees. In the event of any dispute concerning the
subject matter hereof, the prevailing party shall be entitled to recover its
costs and reasonable attorney's fees in litigating or otherwise resolving the
dispute.
23. Venue. Any action arising out of any dispute concerning the
subject matter hereof shall be brought and maintained in a court of competent
jurisdiction in the county in which the Corporation's principal place of
business is located at the time of commencement of the action.
24. Enforcement. The parties agree that a breach of Optionee's
covenants hereunder could not adequately by compensated in damages in an action
at law and that the Corporation shall be entitled to injunctive relief, which
may include, but shall not be limited to, restraining Optionee from taking any
action that would breach this Agreement. No remedy conferred by this Agreement
is intended to be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to every other remedy given hereunder or
now or hereafter available at law or in equity. The election of any one or
more remedies by the Corporation shall not constitute a waiver of the right to
pursue other available remedies.
25. Governing Law. This Agreement has been made, executed and
delivered in, and the interpretation, performance and enforcement hereof shall
be governed by and construed under the laws of the State of California, without
regard to such state's choice of laws or conflict of laws rules.
26. Entire Agreement. This Agreement and the Plan represents the
entire agreement between the parties with respect to the subject matter hereof,
and supersedes all prior agreements, representations and understandings.
CompReview, Inc.
Stock Option Agreement -6-
<PAGE> 7
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, in the case of the Corporation by its duly authorized office, as the
date first above written.
CompReview, Inc.,
a California corporation
By: ____________________________________
Lee Kaaren, Chairman of the Board
"Optionee"
____________________________________
CompReview, Inc.
Stock Option Agreement -7-
<PAGE> 8
SCHEDULE 1
RIGHT TO EXERCISE
1. Subject to the conditions set forth in this Agreement, the Option
shall become exercisable, and then only as to shares which shall have "vested"
as provided in paragraph 2 below, upon the earlier to occur of:
(a) a consolidation or merger of the Corporation with or
into any other corporation or corporations, a sale, conveyance or
disposition of all or substantially all of the assets of the
Corporation, or the effectuation by the Corporation of a transaction
or series of related transactions in which more than 50% of the voting
power of the Corporation is disposed of; or
(b) the closing of a public offering of the Common Stock
of the corporation to the general public pursuant to a registration
statement filed with, and declared effective by, the U.S. Securities
and Exchange Commission pursuant to the Securities Act of 1933, as
amended, in which the aggregate gross cash proceeds to the Corporation
equal or exceed Seven Million Five Hundred Thousand Dollars
($7,500,000) and the initial public offering price equals or exceeds
Five Dollars ($5.00) per share of Common Stock.
2. The right to exercise the Option following the occurrence of one
of the events specified in paragraph 1 above shall "vest" on the following
dates in the percentages indicated, provided that Optionee is still an employee
of the Corporation on the applicable vesting date:
Percentage
From To Exercisable
- ---- -- -----------
[TO BE COMPLETED FOR EACH INDIVIDUAL OPTIONEE]
<PAGE> 1
EXHIBIT 5.01
OPINION OF FENWICK AND WEST LLP
December 19, 1997
HNC Software Inc.
5930 Cornerstone Court West
San Diego, California 92121-3728
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
Exchange Commission (the "Commission") on or about December 19, 1997 in
connection with the registration under the Securities Act of 1933, as amended,
of:
(i) an aggregate of 750,000 additional shares of the Common Stock,
$0.001 par value (the "Common Stock") of HNC Software Inc, a Delaware
corporation (the "Company"), subject to issuance by the Company under its 1995
Equity Incentive Plan, as amended through November 25, 1997 (the "HNC Plan");
and
(ii) 195,419 shares of the Common Stock which are issuable upon the
exercise of options originally granted by CompReview, Inc., a California
corporation ("CompReview"), under the CompReview 1995 Stock Option Plan adopted
effective October 16, 1995 (the "CompReview Plan") that have been assumed by
the Company and converted into options to purchase shares of the Company's
Common Stock (the "Assumed Options") pursuant to the Agreement and Plan of
Reorganization dated as of July 14, 1997 (the "Merger Plan") among HNC,
CompReview, FW1 Acquisition Corp. a Delaware corporation that was a
wholly-owned subsidiary of HNC ("Sub"), and the shareholders of CompReview, the
Agreement of Merger dated as of November 28, 1997 between CompReview and Sub
(the "Merger Agreement", and, together with the Merger Plan, the "Merger
Agreements"), and the Optionee Investment Representation Letters entered into
in connection therewith between the Company and the holders of the Assumed
Options (the "Option Letter Agreements").
In rendering this opinion, we have examined the following:
(1) your registration statement on Form S-1 (File Number 33-91932)
filed with and declared effective by the Commission on June
20, 1995, together with the Exhibits filed as a part thereof;
(2) your registration statement on Form 8-A filed with the
Commission on May 26, 1995, together with the order of
effectiveness issued by the Commission therefor on June 20,
1995;
(3) the Registration Statement, together with the Exhibits filed
as a part thereof;
(4) the HNC Plan and related award grant and exercise agreement
forms;
(5) the CompReview Plan and form of Stock Option grant;
(6) the Merger Agreements and the Option Letter Agreements;
(7) the Prospectuses prepared in connection with the Registration
Statement;
(8) the Restated Certificate of Incorporation of the Company filed
with the Delaware Secretary of State on June 13, 1996 and the
Bylaws of the Company, both as filed by the Company with its
Report on Form 10-Q for the quarter ended June 30, 1996;
<PAGE> 2
(9) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors of the Company that are
contained in your minute books that are in our possession;
(10) the stock records for the Company that you have provided to us
(consisting of a list of stockholders issued by your transfer
agent, Boston EquiServe LLP and a list of all holders of
options and warrants to purchase the Company's capital stock
that was prepared by you and dated December 18, 1997);
(11) A report of the Inspector of Elections for the special meeting
of the Company's stockholders held on November 25, 1997; and
(12) a Management Certificate addressed to us and dated of even
date herewith executed by the Company containing certain
factual and other representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by us and the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness
thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from records
included in the documents referred to above. We have made no independent
investigation or other attempt to verify the accuracy of any of such
information or to determine the existence or non- existence of any other
factual matters; however, we are not aware of any facts that would lead us to
believe that the opinion expressed herein is not accurate.
Our opinion in paragraph 1 below is given on the assumption that the
750,000 shares of Common Stock of the Company referred to in such paragraph may
not be issued and sold by the Company in accordance with the HNC Plan unless
and until such shares, at the time in question, are (i) explicitly reserved and
available for issuance under the HNC Plan or (ii) become issuable under the HNC
Plan in the future by virtue of the terms of Section 2.1 of the HNC Plan, which
provide that certain shares issuable upon exercise of stock options granted
under the Prior Plan (as the term is defined in the HNC Plan) that expire or
become unexercisable without having been exercised are available for grant and
issuance under the HNC Plan.
Based upon the foregoing, it is our opinion that:
1. The 750,000 additional shares of Common Stock that may be
issued and sold by you upon the exercise of stock options, the purchase of
restricted stock or awards of stock bonuses awarded or to be awarded under the
HNC Plan, when issued and sold in accordance with the HNC Plan and the stock
option, restricted stock purchase agreement or stock bonus agreements to be
entered into thereunder, and in the manner referred to in the relevant
Prospectus associated with the HNC Plan and the Registration Statement, will be
validly issued, fully paid and nonassessable.
2. The 195,419 shares of Common Stock that may be issued and sold
by the Company pursuant to exercise of the Assumed Options, when issued and
sold in the manner referred to in the Prospectus associated with the Assumed
Options and the Registration Statement and in accordance with the CompReview
Plan pursuant to which the Assumed Options were granted, will be validly
issued, fully paid and nonassessable.
<PAGE> 3
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us, if any, in
the Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for the
your use as an exhibit to the Registration Statement for the purpose of the
above issuance of securities referred to in the above opinions and is not to be
relied upon for any other purpose.
Very truly yours,
/s/ FENWICK & WEST LLP
<PAGE> 1
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1997 appearing on page 11
of HNC Software Inc.'s Annual Report on Form 10-K/A--Amendment No. 2 for the
year ended December 31, 1996. We also consent to the incorporation by reference
of our report dated January 21, 1997, except as to the pooling of interests with
CompReview, Inc., which is as of November 28, 1997, which appears on page 28 of
the Current Report on Form 8-K dated November 28, 1997. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 65 of such Current Report on Form 8-K.
PRICE WATERHOUSE LLP
San Diego, California
December 18, 1997
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
HNC Software, Inc. on Form S-8 of our report dated January 30, 1997, appearing
in the current report on Form 8-K of HNC Software, Inc. filed on December 15,
1997.
DELOITTE & TOUCHE LLP
Costa Mesa, California
December 18, 1997
