-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ot0FSYMAvfmUInTvlqRPLRiHFuUKAAh9ZlpFdJvTFMdApRbrJ5STKZx8SnOOqGhh YZOQhDReZxYdAVZGhRTF2g== 0000892569-98-000783.txt : 19980324 0000892569-98-000783.hdr.sgml : 19980324 ACCESSION NUMBER: 0000892569-98-000783 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980323 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HNC SOFTWARE INC/DE CENTRAL INDEX KEY: 0000945093 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330248788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47787 FILM NUMBER: 98570762 BUSINESS ADDRESS: STREET 1: 5930 CORNERSTONE CT W CITY: SAN DIEGO STATE: CA ZIP: 92121-3728 BUSINESS PHONE: 6195468877 MAIL ADDRESS: STREET 1: 5930 CORNERSTONE CT WEST CITY: SAN DIEGO STATE: CA ZIP: 92121-3728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAAREN ROBERT LEE CENTRAL INDEX KEY: 0001050932 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3200 PARKCENTER DRIVE STREET 2: SUITE 500 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7144815200 MAIL ADDRESS: STREET 2: 3200 PARK CENTER DRIVE SUITE 500 CITY: COSTA MESA STATE: CA ZIP: 92626 SC 13D/A 1 SCHEDULE 13D/A #3 FOR ROBERT L. KAAREN 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3)* HNC SOFTWARE INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 40425P 107 - -------------------------------------------------------------------------------- (CUSIP Number) Robert L. Kaaren 3200 ParkCenter Drive, Suite 500, Costa Mesa, California 92626, (714) 481-5200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 18, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 40425P 107 Schedule 13D Page 2 of 4 pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Robert Lee Kaaren, SSN: ###-##-#### - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* Exchange of Shares in connection with the merger of CompReview, Inc. with FW1 Acquisition Corp., a subsidiary of HNC Software Inc. - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,250,280 shares NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER 0 shares BENEFICIALLY ---------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,250,280 shares REPORTING ---------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON This amendment has been filed to reflect that the reporting person's beneficial ownership in the Issuer is 1,250,280 shares of common stock, not 1,092,780 as stated in Amendment No. 2, filed on March 13, 1998. - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) This Amendment has been filed to reflect that the percentage of shares owned is approximately 5.1%, not approximately 4.5%, as stated in Amendment No. 2. - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 3 CUSIP NO. 40425P 107 Schedule 13D Page 3 of 4 pages Item 1. Security and Issuer This statement relates to the shares of common stock, $.0001 par value per share (the "Shares") of HNC Software Inc., a Delaware corporation (the "Issuer"). The address of the Issuer is 5930 Cornerstone Court West, San Diego, California 92121. Item 2. Identity and Background Robert Lee Kaaren is an individual. His principal business is serving as an officer of CompReview, Inc., a California corporation ("CompReview") which is engaged in the management of medical costs of workers' compensation through computer software programs. His principal address is 3200 ParkCenter Drive, Suite 500, Costa Mesa, California 92626. Mr. Kaaren has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Kaaren has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Mr. Kaaren is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. Mr. Kaaren obtained the Shares in exchange for his shares of CompReview's common stock, pursuant to a merger between CompReview and FW1 Acquisition Corp., a wholly-owned subsidiary of the Issuer ("FW1"). Item 4. Purpose of Transaction. Mr. Kaaren obtained the Shares for investment purposes in exchange for his shares of CompReview's common stock, pursuant to a merger between CompReview and FW1. Item 5. Interest in Securities of the Issuer: This amendment has been filed to correct: (a) Amendment No. 1 which, by mistake, included in the 1,192,500 shares reported as having been sold on March 4, 1998, the 157,500 shares actually sold on March 10, 1998 and reported in Amendment No. 2; and (b) Amendment No. 2 which, as a result of the overstatement of shares sold in Amendment No. 1, incorrectly stated that Mr. Kaaren owned 1,092,780 shares of common stock of the Issuer, constituting approximately 4.5% of the Issuer's outstanding common stock. From March 4, 1998 through March 10, 1998, Mr. Kaaren owned 1,407,780 shares of common stock of the Issuer, which constituted approximately 5.7% of the Issuer's outstanding common stock. Mr. Kaaren had sole power to vote and dispose of such shares. Since March 10, 1998, Mr. Kaaren has owned 1,250,280 shares of common stock of the Issuer, which constitutes approximately 5.1% of the Issuer's outstanding common stock. Mr. Kaaren has had sole power to vote and dispose of such shares since March 10, 1998. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits None. 4 CUSIP NO. 40425P 107 SCHEDULE 13D Page 4 of 4 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth on this statement is true, complete and correct. March 20, 1998 ---------------------------------------- s/s Robert Lee Kaaren ---------------------------------------- Robert Lee Kaaren -----END PRIVACY-ENHANCED MESSAGE-----