-----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, UmnYBJsQKAviDnUs1AqTDMB4twjALrMQFuOhVNMdPdy8LrK1kSsRhtMRteIZ2kc4 a65QO7YEZDt6ROFEhqnnSA== 0000950008-00-000066.txt : 20000315 0000950008-00-000066.hdr.sgml : 20000315 ACCESSION NUMBER: 0000950008-00-000066 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000314 EFFECTIVENESS DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIR ISAAC & COMPANY INC CENTRAL INDEX KEY: 0000814547 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 941499887 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-32398 FILM NUMBER: 568800 BUSINESS ADDRESS: STREET 1: 111 SMITH RANCH ROAD CITY: SAN RAFAEL STATE: CA ZIP: 94903 BUSINESS PHONE: 4154722211 MAIL ADDRESS: STREET 1: 111 SMITH RANCH ROAD CITY: SAN RAFAEL STATE: CA ZIP: 94903 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 14, 2000. Registration No. 333 - ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAIR, ISAAC AND COMPANY, INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 94-1499887 - ------------------------------- ------------------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 Smith Ranch Road SAN RAFAEL, CALIFORNIA 94903 - ------------------------------- ------------------- (Address of Principal (Zip Code) Executive Offices) FAIR, ISAAC AND COMPANY, INCORPORATED 1992 LONG-TERM INCENTIVE PLAN ----------------------------- (Full title of the plan) PETER L. McCORKELL, ESQ. Copy to: Executive Vice President, Secretary and General Counsel BLAIR W. WHITE, ESQ. FAIR, ISAAC AND COMPANY, Pillsbury Madison & Sutro LLP INCORPORATED Post Office Box 7880 200 Smith Ranch Road San Francisco, CA 94120-7880 San Rafael, CA 94903 (415) 983-1000 (415) 472-2211 ------------------------------ - --------------------------------------- (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of Securities To To Be Offering Price Aggregate Registration Be Registered Registered Per Share(1) Offering Price(1) Fee Common Stock 709,633 shares $50.59375 $35,902,994.59 $9,981.03 (1) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices as reported on the New York Stock Exchange on March 9, 2000.
----------------- The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. -2- PART II - INFORMATION REQUIRED PURSUANT TO ------------------------------------------ GENERAL INSTRUCTION E TO FORM S-8 --------------------------------- GENERAL INSTRUCTION E INFORMATION This Registration Statement is being filed for the purpose of increasing the number of shares of the Registrant's Common Stock for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant's Registration Statements on Form S-8 filed with the Securities and Exchange Commission on May 27, 1993 (No. 33-63426), April 1, 1996 (No. 333-02121), October 1, 1998 (No. 333-65179), July 28, 1999 (No. 333-83905) and February 1, 2000 (No. 333-95889) are hereby incorporated by reference. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1999. (2) The information with regard to the Registrant's common stock contained in the Registrant's Registration Statement on Form 8-A (Commission File No. 0-16439) filed with the Commission pursuant to Section 12 of the Securities and Exchange Act of 1934, including any subsequent amendment or report filed for the purpose of updating such information. (3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1999 filed pursuant to Section 13 of the Exchange Act. (4) The Company's Amended Quarterly Report on Form 10-Q/A for the fiscal quarter ended December 31, 1999 filed pursuant to Section 13 of the Exchange Act. (5) The Company's Current Report on Form 8-K filed with the Commission on November 1, 1999. (6) All other reports filed by the Registrant since September 30, 1999 with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 8. Exhibits. - ------ -------- Exhibit Exhibit Number ------- - ------ 5.1 Opinion of Peter L. McCorkell, Esq., Executive Vice President, Secretary and General Counsel of the Registrant as to the legality of the securities being registered. 23.1 Consent of Peter L. McCorkell, Esq. (included in Exhibit 5.1). 23.2 Consent of KPMG LLP. 24.1 Power of Attorney (see page 4). -3- SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Rafael, State of California, on March 14, 2000. FAIR, ISAAC AND COMPANY, INCORPORATED By /S/PETER L. MCCORKELL ----------------------------------------- Peter L. McCorkell Executive Vice President, Secretary and General Counsel POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints PETER L. McCORKELL his true and lawful attorney-in-fact, with full power of substitution, for him, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
Signature Title Date --------- ----- ---- /S/THOMAS G. GRUDNOWSKI President, Chief Executive Officer March 14, 2000 - ----------------------------------- (Principal Executive Officer) and Director Thomas G. Grudnowski /S/HENK J. EVENHUIS Chief Financial Officer (Principal March 14, 2000 - ----------------------------------- Financial Officer and Principal Henk J. Evenhuis Accounting Officer) /S/A. GEORGE BATTLE Director March 14, 2000 - ----------------------------------- A. George Battle /S/TONY J. CHRISTIANSON Director March 14, 2000 - ----------------------------------- Tony J. Christianson /S/H. ROBERT HELLER Director March 14, 2000 - ----------------------------------- H. Robert Heller -4- /S/GUY R. HENSHAW Director March 14, 2000 - ----------------------------------- Guy R. Henshaw /S/DAVID S.P. HOPKINS Director March 14, 2000 - ----------------------------------- David S.P. Hopkins /S/ROBERT M. OLIVER Director March 14, 2000 - ----------------------------------- Robert M. Oliver /S/ROBERT D. SANDERSON Director March 14, 2000 - ----------------------------------- Robert D. Sanderson /S/MARGARET L. TAYLOR Director March 14, 2000 - ----------------------------------- Margaret L. Taylor /S/JOHN D. WOLDRICH Director March 14, 2000 - ----------------------------------- John D. Woldrich
-5- INDEX TO EXHIBITS ----------------- Exhibit Exhibit Number ------- - ------ 5.1 Opinion of Peter L. McCorkell, Esq., Executive Vice President, Secretary and General Counsel of the Registrant as to the legality of the securities being registered. 23.1 Consent of Peter L. McCorkell, Esq. (included in Exhibit 5.1). 23.2 Consent of KPMG LLP. 24.1 Power of Attorney (see page 4). -6- EX-5.1 2 OPINION OF PETER MCCORKELL EXHIBIT 5.1 March 10, 2000 Fair, Isaac and Company, Incorporated 120 North Redwood Drive San Rafael, CA 94903 Re: Registration Statement on Form S-8 for the Fair, Isaac and Company, Incorporated 1992 Long-Term Incentive Plan Ladies and Gentlemen: With reference to the Registration Statement on Form S-8 to be filed by Fair, Isaac and Company, Incorporated, a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933 relating to 709,633 additional shares of the Company's Common Stock, par value $0.01 per share(the "Common Stock") issuable pursuant to the 1992 Long-Term Incentive Plan (the "Plan"), it is my opinion that such shares of the Common Stock of the Company, when issued and sold in accordance with the Plan, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibits 5.1 and 23.1 to the Registration Statement. Very truly yours, /s/ Peter L. McCorkell, Esq. Executive Vice President, Secretary, and General Counsel Fair, Isaac and Company, Incorporated cc: Josephine Lewis Pillsbury Madison & Sutro LLP [E-9372] EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.2 Consent of Independent Auditors ------------------------------- The Board of Directors Fair, Isaac and Company, Incorporated: We consent to incorporation by reference in this registration statement on Form S-8 of Fair, Isaac and Company, Incorporated and subsidiaries of our reports dated October 26, 1999, relating to the consolidated balance sheets of Fair, Isaac and Company, Incorporated and subsidiaries as of September 30, 1999 and 1998, and the related consolidated statements of income and comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended September 30, 1999, and the related schedule, which reports appear in the September 30, 1999, annual report on Form 10-K of Fair, Isaac and Company, Incorporated, and subsidiaries. /s/ KPMG LLP San Francisco, California March 10, 2000 -----END PRIVACY-ENHANCED MESSAGE-----