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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1998; or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______ to __________
COMMISSION FILE NUMBER 0-26146
HNC SOFTWARE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0248788
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
5930 CORNERSTONE COURT WEST, SAN DIEGO, CA 92121
(Address of principal executive offices, including zip code)
(619) 546-8877
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: YES [X] NO [ ]
As of April 30, 1998 there were 25,436,880 shares of Registrant's Common Stock,
$0.001 par value, outstanding.
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INDEX LISTING
PART II OTHER INFORMATION
Item 2: Changes in Securities and Use of Proceeds 3
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PART II OTHER INFORMATION
Item 2: Changes in Securities and Use of Proceeds
(c) As disclosed in the Report on Form 10-Q filed by HNC Software Inc.
("HNC") for its fiscal quarter ended March 31, 1998, on March 31, 1998 HNC
issued 142,862 shares of its common stock (after elimination of fractional
shares) as consideration for HNC's acquisition of Practical Control Systems
Technologies, Inc. ("PCS"), a distribution center management software vendor
based in Cincinnati, Ohio. These shares were issued by HNC in a merger
transaction in which PCS became a wholly-owned subsidiary of HNC. Of the 142,862
shares of common stock issued to the former PCS shareholders, 14,286 shares
owned by the largest former shareholder of PCS are subject to an escrow to
secure certain indemnification obligations of such shareholder to HNC. The PCS
shareholders also have the contingent right, subject to PCS' achievement of
certain financial objectives during calendar 1998 and 1999, to receive
additional shares of HNC common stock based on a formula. The shares issued by
HNC in this transaction were offered and sold solely to the shareholders of PCS
in exchange for the transfer of their entire ownership interests in PCS in the
merger. The shares of HNC common stock issued in the PCS merger were issued
without registration under the Securities Act of 1933, as amended (the "1933
Act") in reliance on the exemptions afforded by Section 4(2) of the 1933 Act and
Rule 506 of Regulation D promulgated under the 1933 Act. In relying upon the
foregoing exemptions, HNC took into account the limited number of PCS's
shareholders (13 in total), the limitation of HNC's offering to such
shareholders, the information regarding PCS , HNC and the merger furnished to
such shareholders, the representation of PCS and certain of its shareholders by
legal counsel in connection with the transaction and representations and
warranties made by PCS and the PCS shareholders to HNC in connection with the
transaction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HNC SOFTWARE INC.
Date: June 2, 1998 By: /S/ RAYMOND V. THOMAS
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Raymond V. Thomas
Vice President, Finance &
Administration and Chief Financial
Officer
(For Registrant as duly authorized
officer, as Principal Financial Officer
and as Principal Accounting Officer)
