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0000950137-07-003065.txt : 20070301 0000950137-07-003065.hdr.sgml : 20070301 20070301102326 ACCESSION NUMBER: 0000950137-07-003065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070223 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIR ISAAC CORP 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11689 FILM NUMBER: 07660870 BUSINESS ADDRESS: STREET 1: 901 MARQUETTE AVENUE STREET 2: SUITE 3200 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612) 758-5255 MAIL ADDRESS: STREET 1: 901 MARQUETTE AVENUE STREET 2: SUITE 3200 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: FAIR ISAAC & COMPANY INC DATE OF NAME CHANGE: 19920703 8-K 1 c12872e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) February 23, 2007

FAIR ISAAC CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	0-16439	94-1499887

(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


901 Marquette Avenue, Suite 3200
Minneapolis, Minnesota		55402-3232

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 612-758-5200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2007, the Board of Directors (the “Board”) of Fair Isaac Corporation (the “Corporation”) elected Dr. Mark N. Greene to the Board. Dr. Greene currently serves as the Corporation’s Chief Executive Officer. The Board does not presently expect to appoint Dr. Greene to serve on any of the Board’s standing committees.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 23, 2007, the Board approved an amendment to Article 3.1 of the Company’s By-Laws to increase the number of directors required to constitute the Board from seven (7) to eight (8), effective as of February 23, 2007. Article 3.1 of the Company’s By-Laws as amended is attached hereto as Exhibit 3.2 to this Current Report, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit		Description

3.2		Article 3.1 of Fair Isaac Corporation’s By-Laws, as amended

SIGNATURE

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.


	FAIR ISAAC CORPORATION
	By:	/s/ Charles M. Osborne
		Charles M. Osborne
		Chief Financial Officer

Date: February 28, 2007

EXHIBIT INDEX


Exhibit No.	Description	Manner of Filing

3.2	Article 3.1 of Fair Isaac Corporation’s By-Laws, as amended	Electronic

EX-3.2 2 c12872exv3w2.htm ARTICLE 3.1 OF BY-LAWS, AS AMENDED exv3w2

Exhibit 3.2

Fair Isaac Corporation
By-Laws Article 3.1
As Amended

3.1 Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The number of directors which shall constitute the Board of Directors shall be eight (8). Directors need not be stockholders.