<PAGE>
As filed with the Securities and Exchange Commission on April 1, 1996.
Registration No.
- --------------------------------------------------------------------------------
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.)
120 North Redwood Drive
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)
Copy to:
PETER L. McCORKELL, ESQ.
Senior Vice President, Secretary BLAIR W. WHITE, ESQ.
and General Counsel Pillsbury Madison & Sutro LLP
FAIR, ISAAC AND COMPANY, Post Office Box 7880
INCORPORATED San Francisco, CA 94120-7880
120 North Redwood Drive (415) 983-1000
--------------------------------
San Rafael, CA 94903
(415) 472-2211
- -----------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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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(1)
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<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares $30.375 $30,375,000 $10,474.21
- --------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the last sale price as reported on the NASDAQ Stock Market on
March 28, 1996.
</TABLE>
_________________
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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<PAGE>
PART II - INFORMATION REQUIRED PURSUANT TO
------------------------------------------
GENERAL INSTRUCTION E TO FORM S-8
---------------------------------
GENERAL INSTRUCTION E INFORMATION
This Registration Statement relates to the registration of the offer and
sale of 1,000,000 additional shares of Common Stock under the Fair, Isaac and
Company, Incorporated 1992 Long-Term Incentive Plan. Pursuant to General
Instruction E of Form S-8, the contents of Part I and Part II (excluding Item 8
thereof) of the Registrant's Registration Statement on Form S-8 with respect to
such plan (Commission File No. 33-63428) are incorporated herein 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, 1995.
(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, 1995, filed pursuant to Section 13 of the Exchange Act.
(4) All other reports filed by the Registrant since September 30, 1995
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.
- ------ --------
See Index to Exhibits on page 5.
<PAGE>
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 Registra-
tion Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Rafael, State of California, on March 29, 1996.
FAIR, ISAAC AND COMPANY, INCORPORATED
By /s/PETER L. MCCORKELL
---------------------------------
Peter L. McCorkell
Senior 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/LARRY E. ROSENBERGER President, Chief Executive March 29, 1996
- -----------------------------
Larry E. Rosenberger Officer (Principal Executive
Officer) and Director
/s/GERALD DE KERCHOVE Executive Vice President, March 29, 1996
- -----------------------------
Gerald de Kerchove Chief Financial Officer
(Principal Financial Officer)
/s/PATRICIA COLE Controller (Principal March 29, 1996
- -----------------------------
Patricia Cole Accounting Officer)
/s/ROBERT D. SANDERSON Director March 29, 1996
- -----------------------------
Robert D. Sanderson
-3-
<PAGE>
/s/JOHN D. WOLDRICH Director March 29, 1996
- -----------------------------
John D. Woldrich
/s/H. ROBERT HELLER Director March 29, 1996
- -----------------------------
H. Robert Heller
/s/GUY R. HENSHAW Director March 29, 1996
- -----------------------------
Guy R. Henshaw
/s/DAVID S.P. HOPKINS Director March 29, 1996
- -----------------------------
David S.P. Hopkins
/s/ROBERT M. OLIVER Director March 29, 1996
- -----------------------------
Robert M. Oliver
/s/BRYANT J. BROOKS Director March 29, 1996
- -----------------------------
Bryant J. Brooks
-4-
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ------------
5.1 Opinion of Pillsbury Madison & Sutro 6
LLP as to the legality of the
securities being registered.
23.1 Consent of Pillsbury Madison & Sutro 6
LLP (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP. 7
24.1 Power of Attorney (see page 3). 3
-5-
<PAGE>
EXHIBIT 5.1
-----------
March 29, 1996
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
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 1,000,000 additional shares of the Company's Common Stock issuable
pursuant to the 1992 Long-Term Incentive Plan (the "Plan"), it is our 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.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/PILLSBURY MADISON & SUTRO LLP
E-9372
<PAGE>
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 of our report dated
October 25, 1995, relating to the consolidated balance sheets of Fair, Isaac
and Company, Incorporated and subsidiaries as of September 30, 1995 and 1994,
and the related consolidated statements of income, shareholders' equity, and
cash flows for each of the years in the three-year period ended September 30,
1995, and the related financial statement schedule, which report appears in
the September 30, 1995, annual report on Form 10-K of Fair, Isaac and Company,
Incorporated.
/s/KPMG Peat Marwick LLP
San Francisco, California
March 29, 1996
