e425
 

Filed by Fair, Isaac and Company, Incorporated Pursuant
to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934

Subject Company: HNC Software Inc.
Commission File No. 000-26146

Date: May 10, 2002

         This filing relates to the proposed merger between Northstar Acquisition Inc., a wholly-owned subsidiary of Fair, Issac and Company, Incorporated, and HNC Software Inc., pursuant to an Agreement and Plan of Merger, dated as of April 28, 2002. The Agreement and Plan of Merger was filed by Fair, Isaac under cover of Form 8-K on April 29, 2002 and is incorporated by reference into this filing.

         This filing contains forward-looking statements that involve risks, uncertainties and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, statements of future product offerings, expected synergies, timing of closing, execution of integration plans and increases in shareholder value as a result of the merger, are all forward-looking statements. Risks, uncertainties and assumptions include the possibility that the market for the sale of certain products and services may not develop as expected; that development of these products and services may not proceed as planned; that the transaction does not close or that the companies may be required to modify aspects of the transaction to achieve regulatory approval; that prior to the closing of the proposed merger, the businesses of the companies suffer due to uncertainty; that the parties are unable to successfully execute their integration strategies, or achieve planned synergies; and other risks that are described from time to time in Fair, Isaac’s SEC reports (including but not limited to its annual report on Form 10-K for the year ended September 30, 2001, and subsequently filed reports); and other risks that are described from time to time in HNC’s SEC reports (including but not limited to its annual report on Form 10-K for the year ended December 31, 2001, and subsequently filed reports). If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, Fair, Isaac’s and HNC’s results could differ materially from Fair, Isaac’s and HNC’s expectations in these statements. Fair, Isaac and HNC assume no obligation and do not intend to update these forward-looking statements.

         Fair, Isaac and HNC intend to file with the SEC a joint proxy statement/prospectus and other relevant materials in connection with the merger. The joint proxy statement/prospectus will be mailed to the stockholders of Fair, Isaac and HNC. Before making any voting or investment decision with respect to the merger, investors and stockholders of Fair, Isaac and HNC are urged to read the joint proxy statement/prospectus and the other relevant materials when they become available because they will contain important information about Fair, Isaac, HNC and the merger. The joint proxy statement/prospectus and other relevant materials (when

 


 

they become available), and any other documents filed by Fair, Isaac and HNC with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and stockholders of Fair, Isaac may obtain free copies of the documents filed with the SEC by Fair, Isaac by contacting Fair, Isaac Investor Relations, 200 Smith Ranch Road, San Rafael, CA 94903-5551, 415-492-5309. Investors and stockholders of HNC may obtain free copies of documents filed with the SEC by HNC by contacting HNC Investor Relations, 5935 Cornerstone Court West, San Diego, CA 92121, 858-546-8877.

         Fair, Isaac, HNC and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Fair, Isaac and HNC in favor of the merger. Information concerning the interests of Fair, Isaac’s executive officers and directors in the merger, including their ownership of Fair, Isaac common stock, is contained in its Proxy Statement for its Annual Meeting of Stockholders held on February 5, 2002 and will be contained in the joint proxy statement/prospectus when it becomes available. Information concerning the interests of HNC’s executive officers and directors in the merger, including their ownership of HNC common stock, is contained in its Proxy Statement for its Annual Meeting of Stockholders to be held on May 28, 2002 and will be contained in the joint proxy statement/prospectus when it becomes available. Copies of such Proxy Statements may be obtained without charge at the SEC’s web site at www.sec.gov.

* * *

[Presentation materials related to the merger presented at HNC’s Analyst Day held on May 9, 2002]

 


 

(HNC-FAIR, ISAAC INVESTOR BRIEFING)


 

(FORWARD STATEMENTS)


 

(AGENDA)


 

(PRESENTERS)


 

(AGENDA)


 

(HNC IS A LEADER IN ENTERPRISE ANALYTICS PROVIDING:)


 

(THE PROBLEMS WE SOLVE)


 

(MARKET SIZE)


 

(OUR ADVANCED SCIENCE)


 

(DOMAIN EXPERTISE COMBINED WITH ADVANCED SCIENCE)


 

(HNC GETS RESULTS)


 

(INSURANCE CUSTOMERS)


 

(FINANCIAL SERVICES CUSTOMERS)


 

(TELECOMMUNICATIONS CUSTOMERS)


 

(COMPETITIVE LANDSCAPE)


 

(GROWTH STRATEGY)


 

(WHAT IS CRITICAL ACTION PLATFORM (CAP))


 

(BENEFITS DERIVED FROM CAP)


 

(PRODUCT SUITES)


 

(LOW PRODUCT PENETRATION WITHIN CUSTOMER BASE)


 

(WITHOUT CAP—LONGER INSTALLATION & FOLLOW ON SALES CYCLE)


 

(CROSS SELL TO EXISTING CUSTOMERS)


 

(EXPANDING NEW PRODUCTS & ENTERING NEW MARKETS)


 

(GROWTH STRATEGY)


 

(GLOBAL EXPANSION)


 

(HNC'S PARTNERSHIP AND ALLIANCES)


 

(GROWTH STRATEGY)


 

(PRODUCT SUITES)


 

(AGENDA)


 

(FAIRISAAC)


 

(INTUITION BECOMES INCREASINGLY VALUABLE IN THE NEW INFORMATION SOCIETY PRECISELY BECAUSE THERE IS SO MUCH DATA.)


 

(FAIR, ISAAC IS THE PREEMINENT PROVIDER OF CREATIVE ANALYTICS THAT UNLOCK VALUE FOR PEOPLE, BUSINESSES AND INDUSTRIES.)


 

(CREATIVE ANALYTICS ARE THE FUEL THAT POWER OUR CLIENTS' STRATEGIES)


 

(FOR US, UNLOCKING VALUE ISN'T A NEW CONCEPT)


 

(WE ADVANCE STRATEGIES MILLIONS OF TIMES A DAY—EVERY DAY)


 

(NOT SURPRISINGLY, THE WORLD'S LEADING FINANCIAL INSTITUTIONS RELY ON US)


 

(...AND THAT'S JUST THE BEGINNING)


 

(HUGE NEW MARKETS FOR ANALYTICS AND DECISION MANAGEMENT SOLUTIONS)


 

(BETTER DECISIONS COME FROM BETTER STRATEGIES—THAT'S WHERE WE WORK)


 

(WELCOME—TO THE TECHNOLOGY FREE-FOR-ALL)


 

(OUT OF INTENSE COMPLEXITIES, INTENSE SIMPLICITIES EMERGE)


 

(WE HAVE INTRODUCED A NEW CONCEPT—THE ENTERPRISE STRATEGY MACHINE)


 

(ENTERPRISE STRATEGY ARCHITECTURE)


 

(THE ENTERPRISE STRATEGY MACHINE REPRESENTS ACTIONABLE INTEGRATION)


 

(THE ENTERPRISE STRATEGY MACHINE IS A REVOLUTION BORN OF THREE EVOLUTIONS)


 

(EVOLUTION: ANALYTIC TECHNOLOGY)


 

(REVOLUTION: STRATEGY SCIENCE)


 

(EVOLUTION: DATA MANAGEMENT)


 

(REVOLUTION: STRATEGY DATA NETWORK)


 

(EVOLUTION: DECISION AUTOMATION)


 

(REVOLUTION: STRATEGY SOFTWARE)


 

(THE ENTERPRISE STRATEGY MACHINE PUTS IT ALL TOGETHER)


 

(SOLID REVENUE GROWTH)


 

(INCREASING GROWTH IN PROFITS)


 

(FY01 FINANCIAL SUMMARY)


 

(OUR ROBUST PORTFOLIO OF ANALYTIC SOLUTIONS FALLS INTO 4 SEGMENTS)


 

(REVENUE GUIDANCE BY SEGMENTS)


 

(SUMMARY — INVESTMENT THESIS)


 

(FAIR, ISAAC IS THE PREEMINENT PROVIDER OF CREATIVE ANALYTICS THAT UNLOCK VALUE FOR PEOPLE, BUSINESS AND INDUSTRIES.)


 

(FAIRISAAC, IT'S JUST A SMARTER WAY TO DO BUSINESS™)


 

(AGENDA)


 

(PANELISTS)


 

(AGENDA)


 

(COMBINED COMPANY OVERVIEW)


 

(TRANSACTION SUMMARY)


 

(STRATEGIC RATIONALE)


 

(WHY THIS MERGER WILL SUCCEED)


 

(WHY NOW)


 

(HNC AND FAIR, ISAAC SYNERGIES)


 

(HNC AND FAIR, ISAAC SYNERGIES)


 

(COMPLEMENTARY CUSTOMERS: DOMAIN EXPERTISE, CROSS-SELL OPPORTUNITIES)


 

(COMPLEMENTARY CUSTOMERS IN KEY VERTICAL MARKETS)


 

(HNC AND FAIR, ISAAC SYNERGIES)


 

(PRODUCT SYNERGY IN FINANCIAL SERVICES)


 

(PRODUCT SYNERGY IN INSURANCE)


 

(PRODUCT SYNERGY IN TELECOMMUNICATIONS)


 

(OTHER SYNERGIES)


 

(HNC AND FAIR, ISAAC SYNERGIES)


 

(TECHNOLOGY SYNERGY)


 

(CTRITICAL ACTION PLATFORM AND ENTERPRISE STRATEGY MACHINE ARCHITECTURE)


 

(SIMPLIFIED ENTERPRISE STRATEGY MACHINE ARCHITECTURE)


 

(CRITICAL ACTION PLATFORM)


 

(CRITICAL ACTION PLATFORM UPDATE)


 

(BLAZE AND DECISION SYSTEM)


 

(BLAZE AND DECISION SYSTEM)


 

(TECHNOLOGY SYNERGY BENEFITS)


 

(HNC AND FAIR, ISAAC SYNERGIES)


 

(GEOGRAPHIC SYNERGY)


 

(GEOGRAPHIC SYNERGY)


 

(GEOGRAPHIC SYNERGY)


 

(GEOGRAPHIC SYNERGY)


 

(GEOGRAPHIC SYNERGY)


 

(GEOGRAPHIC SYNERGY)


 

(SYNERGY SUMMARY)


 

(FINANCIALS)


 

(SOLID REVENUE GROWTH)


 

(INCREASING GROWTH IN PROFITS)


 

(HISTORICAL REVENUES AND EARNINGS)


 

(COMBINED COMPANY FINANCIALS)


 

(PRODUCT MAPPING)


 

(PROFORMA REVENUE SEGMENTS — LTM 3-31-02)


 

(HEADCOUNT)


 

(REVENUE MODEL)


 

(REVENUE VERTICAL)


 

(REVENUE BY GEOGRAPHY)


 

(COST SYNERGIES)


 

(FINANCIAL IMPACT)


 

(BALANCE SHEET)


 

(CASH FLOW)


 

(FINANCIAL SUMMARY)


 

(ANALYST VALIDATION)


 

(INDUSTRY ANALYST COMMENTARY ON THE MERGER)


 

(INDUSTRY ANALYST COMMENTARY ON THE MERGER)


 

(INDUSTRY ANALYST COMMENTARY ON THE MERGER)


 

(INDUSTRY ANALYST COMMENTARY ON THE MERGER)


 

(INDUSTRY ANALYST COMMENTARY ON THE MERGER)


 

(INDUSTRY ANALYST COMMENTARY ON THE MERGER)


 

(AGENDA)


 

(INVESTOR BRIEFING)


 

(FORWARD LOOKING STATEMENTS)


 

(ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT)