8-KOther Events

FAIR ISAAC CORP 8-K Report (Aug 19, 2002)

Filed August 19, 2002For Securities:FICO

Summary

This 8-K filing from Fair Isaac Corporation (FICO), dated August 19, 2002, reports on the completion of a significant corporate event: the merger between FICO and HNC Software Inc. As of August 5, 2002, HNC Software Inc. became a wholly owned subsidiary of FICO. This strategic move involved an exchange ratio where HNC shareholders received 0.519 shares of FICO common stock for each share of HNC common stock they held. Outstanding HNC stock options were also converted into FICO stock options, with adjusted share counts and exercise prices reflecting the merger's terms.

Key Highlights

  • 1Fair Isaac Corporation (FICO) completed the merger with HNC Software Inc. on August 5, 2002.
  • 2HNC Software Inc. is now a wholly owned subsidiary of FICO.
  • 3HNC shareholders received 0.519 shares of FICO common stock for each share of HNC common stock.
  • 4Fractional shares of FICO stock will be settled in cash.
  • 5Outstanding HNC stock options were converted into FICO stock options with adjusted terms.
  • 6Financial statements and pro forma information related to the acquisition are expected to be filed within the 60-day period as permitted by SEC rules.

Frequently Asked Questions

The main event reported is the completion of the merger between Fair Isaac Corporation (FICO) and HNC Software Inc., making HNC Software Inc. a wholly owned subsidiary of FICO.

HNC shareholders received 0.519 shares of Fair Isaac Corporation (FICO) common stock for each share of HNC common stock they owned. For any fractional shares they would have received, they will be paid cash equal to the market value of that fractional share.

Outstanding stock options previously granted by HNC to purchase HNC common stock were converted into options to purchase Fair Isaac Corporation (FICO) common stock. The number of shares and the exercise price of these new FICO options have been adjusted to reflect the merger's exchange ratio.

Fair Isaac Corporation (FICO) expects to file the required financial statements and pro forma financial information related to the acquisition within the 60-day period allowed by SEC regulations.