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

Date of Report (Date of Earliest Event Reported): AUGUST 21, 2001

HNC SOFTWARE INC.

(Exact name of Registrant as Specified in its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

0-26146
(Commission File Number) 33-0248788
(I.R.S. Employer Identification Number)

5935 CORNERSTONE COURT WEST, SAN DIEGO, CA 92121
(Address of Principal Executive Offices)

(858) 546-8877
(Registrant’s Telephone Number, Including Area Code)

TABLE OF CONTENTS

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

ITEM 5: OTHER EVENTS.

On August 21, 2001, HNC Software Inc. issued a press release announcing that it has agreed to privately place $125 million of 5.25% Convertible Subordinated Notes due September 1, 2008 in accordance with Rule 144A under the Securities Act of 1933, as amended. The Company has granted the initial purchasers an option to purchase up to an additional $25 million in principal amount of the notes. A copy of the press release is filed as Exhibit 99.01 and incorporated herein by reference.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

99.01 Press Release of HNC Software Inc., dated August 21, 2001.

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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 thereunto duly authorized.

	HNC SOFTWARE INC
Date: August 20, 2001	By:	/s/ RUSSELL C. CLARK
		Russell C. Clark, Vice President, Corporate Finance and Assistant Secretary

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EXHIBIT INDEX

Exhibit 99.01 Press Release of HNC Software Inc., dated August 21, 2001.

4 EX-99.01 3 a75274ex99-01.htm EXHIBIT 99.01

EXHIBIT 99.01

HNC SOFTWARE INC. ANNOUNCES PRICING OF $125 MILLION OF
CONVERTIBLE SUBORDINATED NOTES IN PRIVATE OFFERING.

August 21, 2001

HNC Software Inc. (Nasdaq: HNCS) today announced that on August 20, 2001, it agreed to privately place $125 million aggregate principal amount of its 5.25% Convertible Subordinated Notes due September 1, 2008, in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company has granted the initial purchasers an option to purchase up to an additional $25 million in principal amount of these convertible notes. The notes are convertible into shares of the Company’s common stock at a conversion price of $28.80 per share. The Company expects to use the net proceeds of the convertible note offering for general corporate purposes, including working capital. The Company also may use a portion of the net proceeds to acquire or invest in complementary technologies, products or businesses.

Neither the convertible notes nor the common stock issuable upon conversion of the notes has been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

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EX-99.01

HNC Software Inc. Exhibit 99.01