0001193125-19-062555.txt : 20190304 0001193125-19-062555.hdr.sgml : 20190304 20190304165419 ACCESSION NUMBER: 0001193125-19-062555 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190304 DATE AS OF CHANGE: 20190304 EFFECTIVENESS DATE: 20190304 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-95889 FILM NUMBER: 19654651 BUSINESS ADDRESS: STREET 1: 181 METRO DRIVE STREET 2: SUITE 700 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: (408) 535-1500 MAIL ADDRESS: STREET 1: 181 METRO DRIVE STREET 2: SUITE 700 CITY: SAN JOSE STATE: CA ZIP: 95110 FORMER COMPANY: FORMER CONFORMED NAME: FAIR ISAAC & COMPANY INC DATE OF NAME CHANGE: 19920703 S-8 POS 1 d717619ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on March 4, 2019.

Registration No. 333-95889

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

Post-Effective Amendment No. 1 to

FORM S-8

REGISTRATION STATEMENT UNDER THE

Securities Act of 1933

 

 

FAIR ISAAC CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   94-1499887
(State or Other Jurisdiction of
Incorporation or Organization)		   (I.R.S. Employer
Identification No.)
181 Metro Drive, Suite 700
San Jose, California		   95110
(Address of Principal Executive Offices)   (Zip Code)

FAIR, ISAAC AND COMPANY, INCORPORATED

1999 EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plan)

Mark R. Scadina

Executive Vice President, General Counsel and Secretary

Fair Isaac Corporation

181 Metro Drive, Suite 700

San Jose, California 95110

(408) 535-1500

(Name, Address and Telephone Number of Agent for Service)

Copy to:

W. Morgan Burns

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402 -3901

(612) 766-7000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer   ☑    Accelerated Filer   ☐
Non-accelerated Filer   ☐    Smaller Reporting Company   ☐
     Emerging Growth Company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

EXPLANATORY NOTE

Fair Isaac Corporation (the “Company” or the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (the “Post-Effective Amendment”) to deregister certain securities originally registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 1, 2000 (Registration Statement No. 333-95889 and referred to herein as the “Original Registration Statement”), which registered 1,500,000 shares of the Company’s Common Stock for issuance thereunder pursuant to the Company’s 1999 Employee Stock Purchase Plan (the “1999 Plan”).

The Company has since adopted a new employee stock purchase plan, the Fair Isaac Corporation 2019 Employee Stock Purchase Plan (the “2019 Plan”), which was approved by the Company’s stockholders on February 28, 2019. No future awards will be made under the 1999 Plan. This Post-Effective Amendment is being filed solely to deregister the 2,707,966 unissued shares of Common Stock (as adjusted for stock splits) registered under the Original Registration Statement. Contemporaneously with the filing of this Post-Effective Amendment, the Company is filing a new Registration Statement on Form S-8 to register the shares of Common Stock now available for offer or sale pursuant to the 2019 Plan.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

24    Powers of Attorney.

 

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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Jose, State of California on the 4th day of March, 2019.

 

FAIR ISAAC CORPORATION
By:   /s/ Mark R. Scadina
  Mark R. Scadina
  Executive Vice President, General Counsel and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed below on March 4, 2019 by the following persons in the capacities indicated, including a majority of the Registrant’s directors:

 

Name

   

Title

/s/ William J. Lansing

   

Chief Executive Officer and Director

William J. Lansing

Principal Executive Officer

   

/s/ Michael J. Pung

   

Executive Vice President and Chief Financial Officer

Michael J. Pung

Principal Financial Officer

   

/s/ Michael S. Leonard

   

Vice President and Chief Accounting Officer

Michael S. Leonard

Principal Accounting Officer

   

*

   

Director

Braden R. Kelly

   

*

   

Director

A. George Battle

   

*

   

Director

James D. Kirsner

   

*

   

Director

Eva Manolis

   

*

   

Director

Marc F. McMorris

   

*

   

Director

Joanna Rees

   

*

   

Director

David A. Rey

   

 

*By:   /s/ Mark R. Scadina
  Mark R. Scadina
  Attorney-in-Fact

 

 

 

 EX-24 2 d717619dex24.htm EX-24 EX-24

EXHIBIT 24

FAIR ISAAC CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fair Isaac Corporation, a Delaware corporation, does hereby constitute and appoint Mark R. Scadina and Carrie H. Darling, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the deregistration under the Securities Act of 1933, as amended, of unissued common stock pursuant to the Fair Isaac Corporation 1999 Employee Stock Purchase Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 28th day of February, 2019.

 

/s/ Braden R. Kelly
Braden R. Kelly

FAIR ISAAC CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fair Isaac Corporation, a Delaware corporation, does hereby constitute and appoint Mark R. Scadina and Carrie H. Darling, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the deregistration under the Securities Act of 1933, as amended, of unissued common stock pursuant to the Fair Isaac Corporation 1999 Employee Stock Purchase Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 28th day of February, 2019.

 

/s/ A. George Battle
A. George Battle

FAIR ISAAC CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fair Isaac Corporation, a Delaware corporation, does hereby constitute and appoint Mark R. Scadina and Carrie H. Darling, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the deregistration under the Securities Act of 1933, as amended, of unissued common stock pursuant to the Fair Isaac Corporation 1999 Employee Stock Purchase Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 28th day of February, 2019.

 

/s/ James D. Kirsner
James D. Kirsner

FAIR ISAAC CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fair Isaac Corporation, a Delaware corporation, does hereby constitute and appoint Mark R. Scadina and Carrie H. Darling, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the deregistration under the Securities Act of 1933, as amended, of unissued common stock pursuant to the Fair Isaac Corporation 1999 Employee Stock Purchase Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 28th day of February, 2019.

 

/s/ Eva Manolis
Eva Manolis

FAIR ISAAC CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fair Isaac Corporation, a Delaware corporation, does hereby constitute and appoint Mark R. Scadina and Carrie H. Darling, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the deregistration under the Securities Act of 1933, as amended, of unissued common stock pursuant to the Fair Isaac Corporation 1999 Employee Stock Purchase Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 28th day of February, 2019.

 

/s/ Marc F. McMorris
Marc F. McMorris

FAIR ISAAC CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fair Isaac Corporation, a Delaware corporation, does hereby constitute and appoint Mark R. Scadina and Carrie H. Darling, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the deregistration under the Securities Act of 1933, as amended, of unissued common stock pursuant to the Fair Isaac Corporation 1999 Employee Stock Purchase Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 28th day of February, 2019.

 

/s/ Joanna Rees
Joanna Rees

FAIR ISAAC CORPORATION

Power of Attorney of Director

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fair Isaac Corporation, a Delaware corporation, does hereby constitute and appoint Mark R. Scadina and Carrie H. Darling, and each or either one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said Company to a Registration Statement or Registration Statements, on Form S-8 or other applicable form, and all amendments thereto, to be filed by said Company with the Securities and Exchange Commission, Washington, D.C., in connection with the deregistration under the Securities Act of 1933, as amended, of unissued common stock pursuant to the Fair Isaac Corporation 1999 Employee Stock Purchase Plan and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 28th day of February, 2019.

 

/s/ David A. Rey
David A. Rey