As filed with the Securities and Exchange Commission on July 29, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FAIR, ISAAC AND COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-1499887
(State or other juris- (I.R.S. Employer
diction of incorporation) Identification No.)
120 North Redwood Drive 94903
San Rafael, CA (Zip Code)
(Address of principal
executive offices)
Fair, Isaac and Company, Incorporated Stock Option Plan for Former Employees
of Risk Management Technologies
(Full title of the plan)
Peter L. McCorkell, Esq.
Senior Vice President, Secretary, Copies to:
and General Counsel Blair W. White, Esq.
Fair, Isaac and Company, Incorporated David R. Lamarre, Esq.
120 North Redwood Drive Pillsbury Madison & Sutro LLP
San Rafael, CA 94903 P.O. Box 7880
(415) 472-2211 San Francisco, California 94120
(Name, address and telephone (415) 983-1000
number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share offering price(1) fee(1)
- ------------------- ------------ ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 544,218 $.92 to $6.15 $1,275,277.99 $387
par value $0.01 per share
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(1) Pursuant to Rule 457(h), the registration fee has been calculated upon the
actual offering price of the shares.
</TABLE>
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The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a) prospectus
will be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Fair, Isaac and Company,
Incorporated, a Delaware corporation (the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1996 and March 31, 1997.
(c) The Registrant's Current Reports filed on Form 8-K dated April 23,
1997 and June 30, 1997.
(d) The description of the Common Stock, par value $0.01 per share
("Common Stock"), of Registrant contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission on April 9, 1996, including any
subsequent amendment or report filed for the purpose of updating such
information.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 shall be
deemed incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents until a post-effective amendment
of this Registration Statement is filed which indicates that all securities
being offered hereby have been sold or which deregisters all securities then
remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby will be passed on for the
Registrant by Peter L. McCorkell, Esq. Mr. McCorkell is Senior Vice President,
Secretary and General Counsel of the
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<PAGE>
Registrant and at May 31, 1997 owned 12,275 shares of the Common Stock, of which
6,000 shares may be acquired within 60 days pursuant to exercise of options.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6 of the Registrant's restated Certificate of Incorporation
provides as follows:
"(a) A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
(b) Each director or officer of the corporation who was or is made a
party or is threatened to be made a party to or is in any way involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including without limitation any
action, suit or proceeding brought by or in the right of the corporation to
procure a judgment in its favor) (hereinafter a "proceeding"), including any
appeal therefrom, by reason of the fact that he or she, or a person of whom he
or she is a legal representative, is or was a director or officer of the
corporation or of a subsidiary of the corporation, or is or was serving at the
request of the corporation as a director or officer of another entity or
enterprise, or was a director or officer for a foreign or domestic corporation
which was a predecessor corporation of the corporation or of another entity or
enterprise at the request of the predecessor corporation, or by reason of
anything done or not done in such capacity, shall be indemnified and held
harmless by the corporation, and the corporation shall advance all expenses
incurred by any such person in connection with any such proceeding prior to its
final determination, to the fullest extent authorized by the Delaware General
Corporation Law. In any proceeding against the corporation to enforce these
rights, such person shall be presumed to be entitled to indemnification and the
corporation shall have the burden of proof to overcome that presumption. The
rights to indemnification and advancement of expenses conferred by this Article
shall be presumed to have been relied upon by directors and officers of the
corporation in serving or continuing to serve the corporation and shall be
enforceable as contract rights. Said rights shall not be exclusive of any other
rights to which those seeking indemnification may otherwise be entitled. The
corporation may, upon written demand presented by a director or officer of the
corporation or of a subsidiary of the corporation, or by a person serving at the
request of the corporation as a director or officer of another entity or
enterprise, enter into contracts to provide such persons with specific rights to
indemnification, which contracts may confer rights and protections to the
maximum extent permitted by the Delaware General Corporation Law. The
corporation may create trust funds, grant security interests, obtain letters of
credit, or use other means to ensure payment of such amounts as may be necessary
to perform the obligations provided for in this Article 6 or in any such
contract."
Section 145 of the General Corporation Law of the State of Delaware, in
which the Registrant is incorporated, permits, subject to certain conditions,
the indemnification of directors or officers of a Delaware corporation for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with the defense of any action, suit or
proceeding in relation to certain matters against them as such directors or
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
Exhibit No.
Description Description
----------- -----------
5.1 Opinion of Peter L. McCorkell, Esq., Senior Vice President,
Secretary, and General Counsel of the Registrant regarding
the legality of the securities being offered
23.1 Consent of Peter L. McCorkell, Esq. (included in Exhibit
5.1)
23.2 Consent of KPMG Peat Marwick LLP
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(A) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(B) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(C) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities
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<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), 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 the 28th day of July, 1997.
FAIR, ISAAC AND COMPANY, INCORPORATED
BY /s/ PETER L. McCORKELL
----------------------------------------
Peter L. McCorkell
Senior Vice President, Secretary,
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on the 28th day of July, 1997.
Name Title Date
---- ----- -----
/s/ LARRY E. ROSENBERGER President, Chief Executive Officer
- -------------------------- (Principal Executive Officer) and July 28, 1997
Larry E. Rosenberger Director
/s/ PATRICIA COLE Senior Vice President and Chief
- -------------------------- Financial Officer (Principal July 28, 1997
Patricia Cole Financial Officer)
/s/ A. GEORGE BATTLE
- --------------------------
A. George Battle Director July 28, 1997
/s/ BRYANT J. BROOKS
- --------------------------
Bryant J. Brooks Director July 28, 1997
/s/ H. ROBERT HELLER
- --------------------------
H. Robert Heller Director July 28, 1997
/s/ GUY R. HENSHAW
- --------------------------
Guy R. Henshaw Director July 28, 1997
/s/ DAVID S. P. HOPKINS
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David S. P. Hopkins Director July 28, 1997
/s/ ROBERT M. OLIVER
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Robert M. Oliver Director July 28, 1997
/s/ ROBERT D. SANDERSON
- --------------------------
Robert D. Sanderson Director July 28, 1997
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<PAGE>
/s/ JOHN D. WOLDRICH
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John D. Woldrich Director July 28, 1997
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<PAGE>
INDEX TO EXHIBITS
Exhibit Number Sequentially
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5.1 Opinion of Peter L. McCorkell, Esq.,
Senior Vice President, Secretary, and
General Counsel of the Registrant
regarding the legality of the securities
being offered
23.1 Consent of Peter L. McCorkell, Esq.
(included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
-8-
Exhibit 5.1 and 23.1
[Letterhead of Fair, Isaac and Company, Incorporated]
July 28, 1997
Fair, Isaac and Company, Incorporated
120 North Redwood Drive
San Rafael, CA 94903
Re: Registration Statement on Form S-8
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, as
amended, relating to the 544,218 shares of the Company's common stock, par value
$0.01 per share (the "Common Stock"), issuable pursuant to the Fair, Isaac and
Company, Incorporated Stock Option Plan for Former Employees of Risk Management
Technologies (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 Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Peter L. McCorkell, Esq.
Peter L. McCorkell, Esq.
Senior Vice President, Secretary,
and General Counsel
Fair, Isaac and Company, Incorporated
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Exhibit 23.2
[KPMG PEAT MARWICK LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Fair, Isaac and Company, Incorporated:
We consent to incorporation by reference in the registration statement on Form
S-8 of Fair, Isaac and Company, Incorporated and subsidiaries of our report
dated October 23, 1996, except as to note 16, which is as of November 4, 1996,
relating to the consolidated balance sheets of Fair, Isaac and Company,
Incorporated and subsidiaries as of September 30, 1996 and 1995, and the related
statements of income, stockholders' equity, and cash flows for each of the years
in the three-year period ended September 30, 1996, which report appears in the
September 30, 1996 annual report on Form 10-K of Fair, Isaac and Company,
Incorporated, and subsidiaries.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
San Francisco, California
July 25, 1997
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