<PAGE>
As filed with the Securities and Exchange Commission on January ___, 1997
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
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 or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
120 North Redwood Drive
San Rafael, California 94903
(415) 472-2211
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PETER L. McCORKELL
Senior Vice President and General Counsel
FAIR, ISAAC AND COMPANY, INCORPORATED
120 North Redwood Drive
San Rafael, California 94903
(415) 472-2211
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
BLAIR W. WHITE
Pillsbury Madison & Sutro LLP
P.O. Box 7880
San Francisco, California 94120
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /_/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /_/ ______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /_/ ______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /_/
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value......... 21,000 shares $41.875 $879,375 $266.48
====================================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the average of the
high and low prices of the Company's Common Stock on the New York Stock Exchange on January 23, 1997.
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 27, 1997
PROSPECTUS
- ----------
21,000 SHARES
FAIR, ISAAC AND COMPANY, INCORPORATED
COMMON STOCK
--------------
This Prospectus covers 21,000 shares (the "Shares") of Common Stock, $0.01
par value (the "Common Stock"), of Fair, Isaac and Company, Incorporated (the
"Company") offered for the account of certain stockholders of the Company (the
"Selling Stockholders"). The Shares may be offered by the Selling Stockholders
from time to time in transactions on the New York Stock Exchange, in negotiated
transactions, through a combination of such methods of sale, or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to prevailing market prices, or at negotiated prices.
The Selling Stockholders may effect such transactions by selling the Shares to
or through broker-dealers, who may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they may sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Company will not
receive any of the proceeds from the sale of the Shares by the Selling
Stockholders. The Company has agreed to bear all expenses of registration of the
Shares, but all selling expenses incurred by a Selling Stockholder will be borne
by that Selling Stockholder.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commissions paid or any
discounts or concessions allowed to any such persons, and any profits received
on the resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Selling Stockholders"
and "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange ("NYSE") under
the symbol "FIC." On January 23, 1997, the last reported sale of the Common
Stock as reported on the NYSE was $41 per share.
---------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of any offer to buy any
security other than the shares of Common Stock offered by this Prospectus, nor
does it constitute an offer to sell or solicitation of any offer to buy the
shares of Common Stock by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that the information contained herein is correct as of any time subsequent to
the date hereof.
The date of this Prospectus is _________, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements, and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C., as well as the regional
offices of the Commission located at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois, and 7 World Trade Center, Suite 1300, New York,
New York. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a World Wide Web site that contains
reports, proxy and information statements, and other information that are filed
through the Commission's Electronic Data Gathering, Analysis and Retrieval
System. This Web site can be accessed at http://www.sec.gov. The Company's
Common Stock is traded on the NYSE. Reports, proxy statements and other
information can be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete and, in each instance, reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. Copies of the Registration Statement, including all exhibits thereto,
may be obtained from the Commission's principal office in Washington, D.C. upon
payment of the fees prescribed by the Commission, or may be examined without
charge at the offices of the Commission described above.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission are hereby
incorporated by reference into this Prospectus: (i) the Company's Annual Report
on Form 10-K for the year ended September 30, 1996 and (ii) the description of
the Common Stock contained in the Company's Registration Statement on Form 8-A
filed under the Exchange Act on April 9, 1996. All documents subsequently filed
by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering to which this Prospectus relates shall
be deemed to be incorporated by reference into this Prospectus and to be part of
this Prospectus from the date of filing thereof.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus and
the Registration Statement of which it is a part to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated herein modifies or replaces such statement. Any statement so
modified or superseded shall not be deemed, in its unmodified form, to
constitute a part of this Prospectus or such Registration Statement. The Company
will provide without charge to each person to whom a copy of the Prospectus has
been delivered, and who makes a written or oral request, a copy of any and all
of the foregoing documents incorporated by reference in the Registration
Statement (other than exhibits unless such exhibits are specifically
incorporated by reference into such documents). Requests should be submitted in
writing or by telephone to the Corporate Secretary, Fair, Isaac and Company,
Incorporated, 120 North Redwood Drive, San Rafael, California 94903, telephone
(415) 472-2211.
2
<PAGE>
THE COMPANY
Fair, Isaac and Company (NYSE: FIC) is a leading developer of data
management and decision systems and services for the consumer credit, personal
lines insurance and direct marketing industries. The Company employs various
tools such as database enhancement software, predictive modeling, adaptive
control, and systems automation to help its clients use data to make better
decisions about their customers and prospects.
Established in 1956, the Company pioneered the credit risk scoring
technologies now employed by most major U.S. consumer credit grantors. Its
rule-based decision management systems, originally developed to screen consumer
credit applicants, are now routinely employed in all phases of the credit
account cycle: direct mail solicitation (credit cards, lines of credit, etc.),
application processing, card reissuance, on-line credit authorization and
collection. Although direct comparisons are difficult, the Company believes it
ranks first or second in sales of every type of credit management product or
service it markets, and that its total sales to the consumer credit market
exceed those for similar products by any direct competitor.
The Company's executive offices are located at 120 North Redwood Drive, San
Rafael, California 94903 and its telephone number is (415) 472-2211.
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE SHARES
OF COMMON STOCK OFFERED HEREBY.
Dependence on Key Alliances. Revenues derived from alliances with credit
bureaus and credit card processors have accounted for approximately one half of
the Company's total revenues in each of the past three fiscal years. Revenues
generated through the Company's alliances with the three major credit bureaus,
Equifax, Inc., Experian Information Solutions, Inc. (formerly TRW Information
Systems & Services) and Trans Union Corporation, each accounted for
approximately nine to eleven percent of the Company's total revenues in fiscal
1995 and 1996.
While the Company has been successful in extending or renewing the
agreements with its alliance partners in the past, and believes it will
generally be able to do so in the future, the loss of one or more such
agreements or an adverse change in terms could have a material adverse effect on
the Company's revenues and operating margin. On November 14, 1996, it was
announced that Experian was being acquired by C.C.N. Systems Limited ("CCN").
CCN is the Company's largest competitor, worldwide, in the area of credit
scoring. Experian has offered scoring products developed by CCN in competition
with those of the Company for several years. The Company is not presently able
to determine what effect, if any, the acquisition of Experian by CCN will have
on its future revenue or business; however, the loss of the Company's existing
alliance with Experian might have a material adverse effect on the Company's
future revenues and operating margin. There can be no assurance that the
Company's alliance with Experian will not be materially adversely affected by
the acquisition of Experian by CCN.
Regulation of the Consumer Credit Industry. The consumer credit industry is
subject to extensive regulation at the federal and state levels and a
significant number of the Company's clients operate subject to such regulation.
No assurance can be made that changes in current or future laws or regulations
governing the consumer credit industry adopted at the local, state or federal
levels would not have a material adverse effect on the Company's business. In
addition, the Company believes that enacted or proposed state regulation has had
a negative impact on its efforts to sell insurance risk scores through credit
reporting agencies.
Dependence on Key Personnel and Skilled Employees. The Company's growth and
ability to develop and produce its products and services is limited by the rate
at which it can recruit and absorb additional professional staff. The Company
seeks personnel with a high degree of expertise in several separate disciplines,
including operations research, mathematical statistics, computer-based systems
design, programming and data processing. The Company has experienced
difficulties in recruiting such qualified personnel and expects a continuing
need to expend considerable resources in recruiting and training such personnel
in order to meet its plans. In addition, the loss of
3
<PAGE>
certain of the Company's senior officers or a significant number of its
sales or technical employees would adversely affect its business.
Limited Ability to Expand Business in North America; Uncertainty of
Expansion in Overseas Markets. The Company believes that it holds the major
share of the mature North American credit scoring and account management
markets. The Company believes that its long-term growth prospects will thus
rest, among other factors, on the Company's ability to increase its penetration
of established or emerging credit markets outside the United States and Canada.
The percentage of revenues derived from customers outside the United States was
approximately 15 percent in fiscal 1996, 13 percent in fiscal 1995 and 14
percent in fiscal 1994, with Canada, the United Kingdom and Germany being the
largest international market segments. While the Company is actively pursuing
new international users, there can be no assurance that the Company will be able
to attract additional overseas customers for its products and services on
acceptable terms or develop a substantially expanded international business that
is sustainably profitable.
Uncertainty of Protection of Patents and Proprietary Rights. The Company's
business and competitive position are dependent in part on the Company's ability
to protect its proprietary information and software technology. Despite the
Company's efforts to protect its proprietary information and software
technology, unauthorized parties may attempt to obtain and use information that
the Company regards as proprietary. The Company relies upon the laws protecting
trade secrets and upon contractual non-disclosure safeguards, including its
employee non-disclosure agreements and restrictions on transferability that are
incorporated into its customer agreements, to protect its software and
proprietary interests in its product methodology and know-how. There can be no
assurance, however, that these agreements will provide meaningful protection for
the Company's trade secrets or other proprietary information in the event of
unauthorized use or disclosure of such information.
The Company currently has one patent application pending but does not
otherwise have patent protection for any of its programs or algorithms, nor does
it believe that the law of copyrights affords any significant protection for its
proprietary software. The Company instead relies principally upon such factors
as the knowledge, ability and experience of its personnel, new products,
frequent product enhancements and name recognition for its success and growth.
The Company retains title to and protects the suite of algorithms and software
used to develop scoring algorithms as a trade secret and has never distributed
its source code. In spite of these precautions, there can be no assurance that
others will not independently develop substantially equivalent proprietary
information and techniques or otherwise gain access to the Company's proprietary
information, that such information will not be disclosed or that the Company can
effectively protect its rights to unpatented trade secrets. In addition, the
laws of some foreign countries do not protect the Company's proprietary rights
to the same extent as do the laws of the United States.
Competition and Technological Changes. As credit scoring, automated
application processing, behavioral scoring algorithms and account management
systems have become standard tools for credit providers, competition has emerged
from five sectors: scoring algorithm builders, providers of automated
application processing services, data vendors, neural network developers and
artificial intelligence system builders. It is likely that a number of new
entrants will be attracted to the market, including both large and small
companies. In-house analytic and systems developers are also a significant
source of competition for the Company. The Company will need to continue to
enhance its existing products and services and meet the increasing demands for
competitive pricing, service quality and availability of new or enhanced product
offerings in order to maintain a competitive position in its existing markets
and additional markets it enters. Many of the Company's present and potential
competitors have substantially greater financial, managerial, marketing and
technological resources than the Company.
The Company competes with data vendors in the market for its credit bureau
scoring services including PreScore(R) and ScoreNet(SM). In the past several
years, data vendors have expanded their services to include evaluation of the
raw data they provide. All of the major credit bureaus have expanded their
services to include evaluation of the raw data they provide. All of the major
credit bureaus offer competing prescreening and credit bureau scoring services
developed, in some cases, in conjunction with the Company's primary scoring
algorithm competitor, CCN. In November 1996, it was announced that CCN had
agreed to acquire Experian Information Solutions, Inc. (formerly known as TRW
Information Systems & Services).
4
<PAGE>
Competitive pressures in the credit scoring, automated application
processing systems and data provision segments could result in reduced market
share for the Company, lower margins and increased expenditures on marketing,
product development and systems support, each of which could adversely affect
the Company's financial condition and operating results.
Changing Conditions in the Consumer Credit Industry; General Economic and
Market Conditions. The Company's success depends primarily on continued demand
by companies in the consumer credit industry for the Company's products and
services. The Company's operations may in the future be subject to substantial
period-to-period fluctuations as a consequence of economic downturns experienced
by consumer credit companies that lead to reduced credit solicitation, general
domestic and foreign economic conditions affecting the timing of orders from
major customers, the current market-driven pressures on companies to consolidate
and reduce costs and other factors affecting demand for the Company's products
and services, including a decrease in the interest rate spread available to
credit grantors and oversaturation of consumer credit markets. There can be no
assurance that such factors will not have a material adverse effect on the
Company's business, operating results and financial condition.
Fluctuations in Operating Results. The Company's operating results may
fluctuate significantly in the future as a result of a variety of factors,
including changes in the demand for the Company's products and services, the
nature, pricing and timing of the Company's products and services provided to
the Company's customers, changes in the level of credit solicitation by the
Company's customers and potential customers and the introduction of competing
products or services. The need for continued investment in development of the
Company's products and services and for extensive customer support capabilities
results in significant fixed expenses. If revenue in a particular period does
not meet expectations, the Company would not be able to adjust significantly its
level of expenditures in such period, which would have an adverse effect on the
Company's operating results. The Company believes that quarterly comparisons of
its financial results will not necessarily be meaningful and should not be
relied on as an indication of future performance.
Forward-Looking Statements. Prospective investors are cautioned that the
statements in this Prospectus or in documents incorporated by reference herein
that are not descriptions of historical facts may be forward-looking statements
that are subject to risks and uncertainties. Actual results could differ
materially from those currently anticipated because of a number of factors,
including those identified herein under "Risk Factors" and elsewhere in this
Prospectus or in documents incorporated by reference herein.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders.
5
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as of January 14, 1997
regarding the beneficial ownership of Common Stock by each of the Selling
Stockholders and the Shares offered hereby by such Selling Stockholders.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Number of Beneficially
Owned Prior Shares Owned After
to Offering(1) Being Offered Offering(1)(2)
-------------- ------------- --------------
Number Percent Number Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Leo Yochim............................... 27,188 * 2,500 10,688 *
Leo Yochim 1996 Charitable
Remainder Unitrust.................. 8,000 * 8,000 0 *
Susan Keenan............................. 29,188 * 4,500 10,688 *
Susan Keenan 1996 Charitable
Remainder Unitrust.................. 6,000 * 6,000 0 *
- -------------
<FN>
* Less than 1%.
(1) Information with respect to beneficial ownership is based upon
information obtained from the Selling Stockholders. Leo Yochim and Susan
Keenan are trustees and beneficiaries of each of the Leo Yochim 1996
Charitable Remainder Unitrust and the Susan Keenan 1996 Charitable
Remainder Unitrust (together, the "Selling Unitrusts"). As such, each of
Leo Yochim and Susan Keenan are deemed beneficially to own the number of
shares held by the Selling Unitrusts.
(2) Assumes the sale of all Shares offered hereby and no other purchases or
sales of Common Stock. See "Plan of Distribution." Computed in
accordance with Rule 13d-3(d)(i) promulgated under the Exchange Act and
based upon 12,631,049 shares of Common Stock outstanding as of December
6, 1996.
</FN>
</TABLE>
All of the Selling Stockholders received their respective shares of Common
Stock in connection with the acquisition by the Company in 1996 of substantially
all of the assets of Printronic Corporation of America, Inc. ("Printronic"). Leo
Yochim and Susan Keenan were directors, officers and founders of Printronic,
which was liquidated following the acquisition of substantially all of
Printronic's assets by the Company.
PLAN OF DISTRIBUTION
Sales of the Shares may be effected by or for the account of the Selling
Stockholders from time to time in transactions on the NYSE, in negotiated
transactions, through a combination of such methods of sale, or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to prevailing market prices, or at negotiated prices.
The Selling Stockholders may effect such transactions by selling the Shares
directly to purchasers, through broker-dealers acting as agents for the Selling
Stockholders, or to broker-dealers who may purchase Shares as principals and
thereafter sell the Shares from time to time in transactions on the NYSE, in
negotiated transactions, through a combination of such methods of sale, or
otherwise. In effecting sales, broker-dealers engaged by a Selling Stockholders
may arrange for other broker-dealers to participate. Such broker-dealers, if
any, may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they may sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions).
6
<PAGE>
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such persons,
and any profits received on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
The Company has agreed to bear all expenses of registration of the Shares
(other than fees and expenses, if any, of counsel or other advisors to the
Selling Stockholders). Any commissions, discounts, concessions or other fees, if
any, payable to broker-dealers in connection with any sale of the Shares will be
borne by the Selling Stockholder selling such Shares.
LEGAL MATTERS
Certain legal matters with respect to the validity of Common Stock offered
hereby are being passed upon for the Company by Pillsbury Madison & Sutro LLP,
San Francisco, California.
EXPERTS
The financial statements contained in the Company's Annual Report on Form
10-K filed under the Exchange Act for the year ended September 30, 1996, have
been incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, and upon the authority of
said firm experts in accounting and auditing.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses payable by the
Registrant in connection with the sale and distribution of the securities being
registered hereby. Normal commission expenses and brokerage fees are payable
individually by the Selling Stockholders. All amounts are estimated except the
Securities and Exchange Commission registration fee.
Amount
------
SEC registration fee............................................ $266.48
Accounting fees and expenses.................................... 2,000.00
Legal fees and expenses......................................... 5,000.00
Miscellaneous fees and expenses................................. 233.52
---------
Total.................................................. $7,500.00
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article 6 of the Registrant's
Restated Certificate of Incorporation (Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1996) provides for
indemnification of the Registrant's directors, officers, employees and other
agents to the extent and under the circumstances permitted by the Delaware
General Corporation Law. The Registrant has also entered into agreements with
its directors and officers that will require the Registrant, among other things,
to indemnify them against certain liabilities that may arise by reason of their
status or service as directors or officers to the fullest extent not prohibited
by law.
ITEM 16. EXHIBITS
Exhibit
Number Description of Document
------ -----------------------
5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Pillsbury Madison & Sutro
LLP (included in its opinion filed
as Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (see page II-3).
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), 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 Act and is, therefore, unenforceable. In the event that
II-1
<PAGE>
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 Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include
any prospectus required by Section 10(a)(3) of the Act;
(ii) 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 this
Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) 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, as amended (the "Exchange Act") that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
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.
(4) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-2
<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-3, 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 January 23, 1997.
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 PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints PETER L. McCORKELL his attorneys-in-fact
with full power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-3 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
each of 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, as amended,
this report has been signed below by the following persons on behalf of the
registrants and in capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ LARRY E. ROSENBERGER President, Chief Executive Officer
- ----------------------------
Larry E. Rosenberger (Principal Executive Officer) and January 23, 1997
Director
/s/ PATRICIA COLE Senior Vice President, Chief January 23, 1997
- ----------------------------
Patricia Cole Financial Officer and Controller
/s/ A. GEORGE BATTLE
- ----------------------------
A. George Battle Director January 23, 1997
/s/ BRYANT J. BROOKS
- ----------------------------
Bryant J. Brooks Director January 23, 1997
/s/ H. ROBERT HELLER
- ----------------------------
H. Robert Heller Director January 23, 1997
/s/ GUY R. HENSHAW
- ----------------------------
Guy R. Henshaw Director January 23, 1997
/s/ DAVID S. P. HOPKINS
- ----------------------------
David S. P. Hopkins Director January 23, 1997
/s/ ROBERT M. OLIVER
- ----------------------------
Robert M. Oliver Director January 23, 1997
/s/ ROBERT D. SANDERSON
- ----------------------------
Robert D. Sanderson Director January 23, 1997
/s/ JOHN D. WOLDRICH
- ----------------------------
John D. Woldrich Director January 23, 1997
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
- -------------- -----------------------
5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in its
opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (see page II-3).
<PAGE>
EXHIBIT 5.1
LAW OFFICES OF
PILLSBURY MADISON & SUTRO LLP
LOS ANGELES POST OFFICE BOX 7880 MENLO PARK
NEW YORK SAN FRANCISCO, CALIFORNIA 94120 ORANGE COUNTY
SACRAMENTO TELEPHONE (415) 983-1000 SAN DIEGO
SAN FRANCISCO TELECOPIER (415) 983-1200 SAN JOSE
WASHINGTON, D.C. HONG KONG
TOKYO
January 23, 1997
Fair, Isaac and Company, Incorporated
120 North Redwood Drive
San Rafael, CA 94903
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Fair, Isaac and Company, Incorporated, a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of 21,000 shares of Common Stock, $0.01
par value (the "Common Stock"), of the Company, to be offered and sold by
certain stockholders of the Company (the "Selling Stockholders"). In this regard
we have participated in the preparation of a Registration Statement on Form S-3
relating to such 21,000 shares of Common Stock. (Such Registration Statement, as
amended, is herein referred to as the "Registration Statement.")
We are of the opinion that the shares of Common Stock to be offered and
sold by the Selling Stockholders have been duly authorized and legally issued
and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
PILLSBURY MADISON & SUTRO LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
The Board of Directors
Fair, Isaac and Company, Incorporated:
We consent to incorporation by reference in the registration statement
on Form S-3 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. We also consent to the reference to our Firm
under the heading "Experts" in the registration statement.
KPMG PEAT MARWICK LLP
San Francisco, California
January 23, 1997
