<PAGE> 1
As filed with the Securities and Exchange Commission on June 28, 2000
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.)
5935 CORNERSTONE COURT WEST
SAN DIEGO, CALIFORNIA 92121-3728
(Address of Principal Executive Offices)
HNC SOFTWARE INC. 1995 EQUITY INCENTIVE PLAN
HNC SOFTWARE INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
HNC SOFTWARE INC. 1995 DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
-------------------
KENNETH J. SAUNDERS
CHIEF FINANCIAL OFFICER
HNC SOFTWARE INC.
5935 CORNERSTONE COURT WEST
SAN DIEGO, CALIFORNIA 92121-3728
(858) 546-8877
(Name, Address and Telephone Number of Agent for Service)
-------------------
COPIES TO:
Kenneth A. Linhares, Esq.
Katherine Tallman Schuda
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value 2,150,000 shares(1) $51.8125(2) $111,396,875(2) $29,408.78(3)
===========================================================================================================================
</TABLE>
(1) Consists of 1,850,000 shares available for grant under Registrant's 1995
Equity Incentive Plan, 200,000 shares available for grant under Registrant's
1995 Employee Stock Purchase Plan and 100,000 shares available for grant
under Registrant's 1995 Directors Stock Option Plan.
(2) Estimated as of June 21, 2000 pursuant to Rule 457(c) 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.
<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 latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT") or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "SECURITIES
ACT") that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.
(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, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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, of Palo
Alto, California. Members of the firm of Fenwick & West LLP own an aggregate of
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 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
-2-
<PAGE> 3
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; and (v) the
Registrant may not retroactively amend the Bylaw provisions in a way that
adversely affects the indemnification provided thereunder.
The Registrant's policy is to enter into indemnity agreements with each
of its directors and officers. The indemnity agreements provide that directors
and officers will be indemnified and held harmless against all expenses
(including attorneys' fees), judgments, fines, ERISA excise taxes or penalties
and settlement amounts paid or reasonably incurred by them in any action, suit
or proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as a director or officer of the
Registrant or as directors or officers of any other corporation, partnership or
enterprise when they are serving in such capacities at the request of the
Registrant; except that no indemnity is provided in a derivative action in which
such director or officer is finally adjudged by a court to be liable to the
Registrant due to willful misconduct in the performance of his or her duty to
the Registrant, unless the court determines that such director or officer is
entitled to indemnification. The Registrant will not be obligated pursuant to
the agreements to indemnify or advance expenses to an indemnified party with
respect to proceedings or claims (i) initiated voluntarily by the indemnified
party and not by way of defense, except with respect to a proceeding authorized
by the Board of Directors and successful proceedings brought to enforce a right
to indemnification and/or advancement of expenses under the indemnity
agreements; (ii) for any amounts paid in settlement of a proceeding unless the
Registrant consents to such settlement; (iii) on account of any suit in which
judgment is rendered against the indemnified party for an accounting of profits
made from the purchase or sale by the indemnified party of securities of the
Registrant pursuant to the provisions of Section 16(b) of the Exchange Act and
related laws and regulations; (iv) on account of conduct by an indemnified party
that is finally adjudged to have been in bad faith or conduct that the
indemnified party did not reasonably believe to be in, or not opposed to, the
best interests of the Registrant; (v) on account of any criminal action or
proceeding arising out of conduct that the indemnified party had reasonable
cause to believe was unlawful; or (vi) if a final decision by a court having
jurisdiction in the matter shall determine that such indemnification is not
lawful.
The indemnity agreement requires a director or officer to reimburse the
Registrant for expenses advanced only if and to the extent it is ultimately
determined that the director or executive officer is not entitled, under
Delaware law, the Registrant's Certificate of Incorporation, the Registrant's
Bylaws, his or her indemnity agreement or otherwise to be indemnified for such
expenses. The indemnity agreement provides that it is not exclusive of any
rights a director or executive officer may have under the Certificate of
Incorporation, the Bylaws, other agreements, any majority-in-interest vote of
the stockholders or vote of disinterested directors, Delaware law, or otherwise.
The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and officers,
may be sufficiently broad to permit indemnification of the Registrant's
directors and officers for liabilities arising under the Securities Act.
-3-
<PAGE> 4
The indemnity agreements require the Registrant to maintain director and
officer liability insurance to the extent readily available. The Registrant
currently carries a director and officer insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.01 HNC Software Inc. 1995 Equity Incentive Plan, as amended through
March 30, 2000
4.02 Form of 1995 Equity Incentive Plan Stock Option Agreement and
Stock Option Exercise Agreement(1)
4.03 HNC Software Inc. 1995 Employee Stock Purchase Plan, as amended
through March 30, 2000
4.04 Form of 1995 Employee Stock Purchase Plan Subscription Agreement
and Enrollment Form(2)
4.05 HNC Software Inc. 1995 Directors Stock Option Plan, as amended
through April 30, 2000
4.06 Form used with 1995 Directors Stock Option Plan Stock Option
Agreement and Stock Option Exercise Agreement(3)
4.07 Registrant's Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 13, 1996(4)
4.08 Certificate of Amendment to Registrant's Restated Certificate of
Incorporation filed with the Secretary of State of Delaware on
June 12, 2000
4.09 Registrant's Bylaws, as amended(5)
4.10 Form of specimen certificate for Registrant's Common Stock(6)
5.01 Opinion of Fenwick & West LLP
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01)
23.02 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.01 Power of Attorney (see page 7)
------------------------
(1) Incorporated by reference to Exhibit 10.02 to Registrant's Form S-4/A
Registration Statement filed on December 21, 1998, File No. 333-64527.
(2) Incorporated by reference to Exhibit 10.04 to the Registrant's Form S-1
Registration Statement filed on May 5, 1995, File No. 33-91932, and subsequently
amended (the "IPO S-1").
-4-
<PAGE> 5
(3) Incorporated by reference to Exhibit 10.03 to the IPO S-1.
(4) Filed as Exhibit 3(i).04 with the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1996, as originally filed on August 13, 1996.
(5) Filed as Exhibit 3(ii).05 with the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1996, as originally filed on August 13, 1996.
(6) Incorporated by reference to Exhibit 4.01 to the IPO S-1.
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 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, 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
-5-
<PAGE> 6
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 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.
-6-
<PAGE> 7
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 June 28,
2000.
HNC SOFTWARE INC.
By: /s/ Kenneth J. Saunders
--------------------------------------
Kenneth J. Saunders
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John Mutch, Kenneth J. Saunders and
Russell C. Clark, 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.
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/ John Mutch President, Chief Executive Officer June 28, 2000
----------------------------- and a Director
John Mutch
PRINCIPAL FINANCIAL OFFICER:
/s/ Kenneth J. Saunders Chief Financial Officer and Secretary June 28, 2000
-----------------------------
Kenneth J. Saunders
PRINCIPAL ACCOUNTING OFFICER:
/s/ Russell C. Clark Vice President, Corporate Finance and June 28, 2000
----------------------------- Assistant Secretary
Russell C. Clark
ADDITIONAL DIRECTORS:
/s/ Edward K. Chandler Director June 28, 2000
-----------------------------
Edward K. Chandler
/s/ David Chen Director June 28, 2000
-----------------------------
David Chen
</TABLE>
-7-
<PAGE> 8
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Thomas F. Farb Director June 28, 2000
-----------------------------
Thomas F. Farb
/s/ Charles H. Gaylord, Jr. Director June 28, 2000
-----------------------------
Charles H. Gaylord, Jr.
/s/ Alex W. Hart Director June 28, 2000
-----------------------------
Alex W. Hart
</TABLE>
-8-
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<S> <C>
4.01 HNC Software Inc. 1995 Equity Incentive Plan, as amended through March
30, 2000
4.02 Form of 1995 Equity Incentive Plan Stock Option Agreement and Stock
Option Exercise Agreement(1)
4.03 HNC Software Inc. 1995 Employee Stock Purchase Plan, as amended through
March 30, 2000
4.04 Form of 1995 Employee Stock Purchase Plan Subscription Agreement and
Enrollment Form(2)
4.05 HNC Software Inc. 1995 Directors Stock Option Plan, as amended through
April 30, 2000
4.06 Form used with 1995 Directors Stock Option Plan Stock Option Agreement
and Stock Option Exercise Agreement(3)
4.07 Registrant's Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 13, 1996(4)
4.08 Certificate of Amendment to Registrant's Restated Certificate of
Incorporation filed with the Secretary of State of Delaware on June 12,
2000
4.09 Registrant's Bylaws, as amended(5)
4.10 Form of specimen certificate for Registrant's Common Stock(6)
5.01 Opinion of Fenwick & West LLP
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01)
23.02 Consent of PricewaterhouseCoopers LLP, San Diego
23.03 Consent of PricewaterhouseCoopers LLP, Minneapolis
24.01 Power of Attorney (see page 7)
</TABLE>
------------------------
(1) Incorporated by reference to Exhibit 10.02 to Registrant's Form S-4/A
Registration Statement filed on December 21, 1998, File No. 333-64527.
(2) Incorporated by reference to Exhibit 10.04 to the Registrant's Form S-1
Registration Statement filed on May 5, 1995, File No. 33-91932, and subsequently
amended (the "IPO S-1").
(3) Incorporated by reference to Exhibit 10.03 to the IPO S-1.
(4) Filed as Exhibit 3(i).04 with the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1996, as originally filed on August 13, 1996.
-9-
<PAGE> 10
(5) Filed as Exhibit 3(ii).05 with the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1996, as originally filed on August 13, 1996.
(6) Incorporated by reference to Exhibit 4.01 to the IPO S-1.
-10-
