8-K

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

June 12, 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) 799-8000

(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 3.03

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

     The following exhibit is filed herewith:

3.03 Certificate of Amendment to Registrant’s Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 12, 2002.

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: June 13, 2002

HNC SOFTWARE INC.
By:  /s/  KENNETH J. SAUNDERS
	Kenneth J. Saunders Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit Title
3.03	Certificate of Amendment to Registrant’s Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 12, 2002.

EX-3.03 3 a82379exv3w03.txt EXHIBIT 3.03 EXHIBIT 3.03 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF HNC SOFTWARE INC. HNC Software Inc., a Delaware corporation (the "CORPORATION"), does hereby certify that the following amendment to the Corporation's Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law, with the approval of such amendment by the Corporation's board of directors and stockholders. The first sentence of Article IV of the Restated Certificate of Incorporation, relating to the Corporation's authorized shares of stock is amended to read in its entirety as follows: The total number of shares of all classes of stock which the corporation has authority to issue is Two Hundred Forty-Four Million (244,000,000) shares, consisting of two classes: Two Hundred Forty Million (240,000,000) shares of Common Stock, $0.001 par value per share, and Four Million (4,000,000) shares of Preferred Stock, $0.001 par value per share. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 12th day of June, 2002. HNC SOFTWARE INC. By: /s/ Kenneth J. Saunders --------------------------------- Kenneth J. Saunders, Secretary -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.03

                                                                    EXHIBIT 3.03

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                HNC SOFTWARE INC.


        HNC Software Inc., a Delaware corporation (the "CORPORATION"), does
hereby certify that the following amendment to the Corporation's Restated
Certificate of Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law, with the
approval of such amendment by the Corporation's board of directors and
stockholders.

        The first sentence of Article IV of the Restated Certificate of
Incorporation, relating to the Corporation's authorized shares of stock is
amended to read in its entirety as follows:

                      The total number of shares of all classes of stock which
               the corporation has authority to issue is Two Hundred Forty-Four
               Million (244,000,000) shares, consisting of two classes: Two
               Hundred Forty Million (240,000,000) shares of Common Stock,
               $0.001 par value per share, and Four Million (4,000,000) shares
               of Preferred Stock, $0.001 par value per share.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its duly authorized officer this 12th day of June,
2002.


                                            HNC SOFTWARE INC.



                                            By:   /s/ Kenneth J. Saunders
                                               ---------------------------------
                                               Kenneth J. Saunders, Secretary