-----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, NN9MSpKOkEM7HeC3E54c6RXu5IdL9lmmtCUbKZnXwnW2jbW+8jWrV09o35TV2iFZ 0VQMW60IxvWwD+7v2MTCIg== 0000936392-02-000196.txt : 20020415 0000936392-02-000196.hdr.sgml : 20020415 ACCESSION NUMBER: 0000936392-02-000196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020226 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020307 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26146 FILM NUMBER: 02569659 BUSINESS ADDRESS: STREET 1: 5935 CORNERSTONE CT W CITY: SAN DIEGO STATE: CA ZIP: 92121-3728 BUSINESS PHONE: 8585468877 MAIL ADDRESS: STREET 1: 5935 CORNERSTONE CT WEST CITY: SAN DIEGO STATE: CA ZIP: 92121-3728 8-K 1 a79767e8-k.htm FORM 8-K HNC Software Inc.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
 
 
 

FORM 8-K

 
 
 

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 
 

February 26, 2002

Date of Report (Date of Earliest Event Reported)
 

HNC Software Inc.

(Exact name of Registrant as specified in its charter)
 
         
Delaware   0-26146   33-0248788
 
 
(State of Incorporation)   (Commission file number)   (I.R.S. Employer
Identification No.)
 

5935 Cornerstone Court West
San Diego, California 92121

(Address of principal executive offices, including zip code)
 

(858) 546-8877

(Registrant’s telephone number, including area code)

ITEM 5: OTHER EVENTS.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.01

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ITEM 5: OTHER EVENTS.

Adoption of Shareholder Rights Plan

     On February 26, 2002, the Board of Directors of HNC Software Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") on each share of the Company’s common stock, par value $0.001 per share (the "Common Shares") that is outstanding at the close of business on March 21, 2002 (the “Record Date"). In addition, one Right will be issued with each Common Share that becomes outstanding after the Record Date until the earliest of the Distribution Date (as defined in the Rights Agreement), the date the Rights are redeemed by HNC or the date the Rights expire. Until the Rights are redeemed or expire, Rights will also be issued after the Distribution Date with each Common Share issued pursuant to the exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other HNC securities if the options or other securities were outstanding prior to the Distribution Date. Each Right initially entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock at a price of $125.00, subject to adjustment. The Rights are not exercisable until the Distribution Date. A complete description of the terms of the Rights is in a Rights Agreement between HNC and EquiServe Trust Company, N.A., as Rights Agent, a copy of which is incorporated by reference into this Form 8-K by reference to Exhibit 4.01 to the Company’s Registration Statement on Form 8-A filed March 7, 2002.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired

     Not applicable.

(b) Pro Forma Financial Information

     Not applicable.

(c)  Exhibits.

     The following exhibits are filed herewith:
     
4.01   Rights Agreement dated as of March 6, 2002, between the Company and EquiServe Trust Company, N.A., as Rights Agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Form of Right Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Shares. (Incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form 8-A filed on March 7, 2002.)
 
99.01*   Press Release dated March 6, 2002.

*   Filed herewith.
 

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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 hereunto duly authorized.

Date: March 6, 2002
     
  HNC SOFTWARE INC
 
 
  By:  /s/ Russell C. Clark
 
  Name: Russell C. Clark
Title: Vice President, Corporate Finance

 

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EXHIBIT INDEX
     
Exhibit No.   Exhibit Title
 
4.01   Rights Agreement dated as of March 6, 2002, between the Company and EquiServe Trust Company, N.A., as Rights Agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Form of Right Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Shares. (Incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form 8-A filed on March 7, 2002.)
 
99.01*   Press Release dated March 6, 2002

*    Filed herewith.
 

4 EX-99.01 3 a79767ex99-01.txt EXHIBIT 99.01 EXHIBIT 99.01 FOR MORE INFORMATION: MEDIA: INVESTORS (HNC): Melinda Bateman Heidi Flannery HNC Software Fi.Comm 1.858.799.8370 1.503.203.8808, x103 mb@hnc.com heidi.flannery@ficomm.com HNC SOFTWARE ADOPTS STOCKHOLDER RIGHTS PLAN SAN DIEGO, MARCH 6, 2002 -- HNC Software Inc. (Nasdaq: HNCS) today announced that its Board of Directors has adopted a stockholder rights plan designed to protect the long-term value of the company for its stockholders during any future unsolicited acquisition attempt. The plan is designed to provide HNC's Board of Directors sufficient time to study and respond to an unsolicited tender offer or other attempted acquisition. Under the rights plan, the Board declared a dividend of one preferred share purchase right for each share of HNC's common stock outstanding on March 21, 2002 and further directed the issuance of one such right with respect to each share of HNC's common stock that is issued after that date, except in certain circumstances. Initially, the rights are attached to HNC's common stock, will not trade separately, and are not exercisable. If any person or group (an "Acquiring Person") acquires 20 percent or more of HNC's common stock, or announces an intention to make a tender offer that could result in the person or group exceeding such 20 percent ownership level, then the rights will become exercisable and certificates representing the rights will be distributed to the holders of the rights. The rights will thereafter trade separately from the common stock. After becoming exercisable, each right may be exercised for 1/100th of a share of a newly designated Series A Junior Participating Preferred Stock at an exercise price of $125. This preferred HNC Software Adopts Stockholder Rights Plan/page 2 stock has been structured so that the value of 1/100th of a share of such preferred stock will approximate the value of one share of common stock. The rights, when exercisable, provide the holders of the rights (other than any Acquiring Person) the opportunity to acquire shares of HNC's common stock at a substantially discounted price. Additionally, in the event of a subsequent merger or other acquisition of HNC by an Acquiring Person, the holders of the rights (other than the Acquiring Person) will have the right to receive shares of common stock of the acquiring corporation at a substantially discounted price. From the time that the rights become exercisable until the company is acquired by any person, HNC's Board of Directors may, at its option, exchange each outstanding right (other than those held by any person or group that has exceeded the 20 percent ownership threshold) for one share of HNC's common stock. Prior to the rights becoming exercisable, the Board may redeem outstanding rights at any time at a price of $0.001 per right and the terms of the rights may be amended by the Board without the consent of the holders of the rights. The rights will expire on March 21, 2012, unless earlier redeemed by HNC. HNC (Nasdaq: HNCS) is a leading provider of high-end analytic and decision management software and tools that enable global companies to manage customer interactions by converting data and business experiences into real-time recommendations. HNC's proven software empowers Global 2000 companies in the financial services, insurance, telecommunications, health care, and other industries and governments to make millions of the right mission-critical customer decisions, and take action in real time, substantially improving financial performance, reducing costs and decreasing risk. For more information, visit www.hnc.com. # # # 2 -----END PRIVACY-ENHANCED MESSAGE-----