SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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): MAY 15, 1998
Commission File Number
0-16439
FAIR, ISAAC AND COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 94-1499887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 North Redwood Drive, San Rafael, California 94903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 472-2211
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ITEM 5. Other Events
As of May 15,1998, the Company entered into a synthetic lease agreement to lease
undeveloped land in San Rafael, California and improvements comprising the first
phase of an office complex facility to be constructed on the land. A synthetic
lease is asset-based financing structured to be treated as a lease for
accounting purposes but as a loan for tax purposes. The office complex facility
is intended to accommodate the future growth of the Company.
The Company had exercised an option ("the Option") to purchase the undeveloped
land in December, 1997, at an approximate cost of $9.35 million plus certain
other costs incurred by the seller as defined in the Option agreement. The
Option was assigned to the lessor in connection with the synthetic lease
transaction. The lessor under the synthetic lease has committed to spend up to
$55 million for the purchase of the land and construction of this first phase of
the facility, and the Company will act as construction agent for the lessor. The
lease term begins as of May 15, 1998 and continues thereafter for five years for
the land and, when they are constructed, will incorporate the buildings and
other improvements that will comprise the first phase of the facility. Rental
payments will commence on completion of construction. The completion of
construction is expected to occur in January, 2001. With the approval of lessor,
the Company may extend the lease term for up to three one-year periods or one
three-year period. The Company has the option either to purchase the entire
facility at a purchase price approximating lessor's then accumulated total costs
or only certain portions of the facility at a pre-set price, at any time during
the term or the Company can re-market the facility to a third party.
SIGNATURES
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 thereunto duly authorized.
FAIR, ISAAC AND COMPANY, INCORPORATED
DATE: June 12, 1998
By: /s/ PETER L. MCCORKELL
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Peter L. McCorkell
Senior Vice President,
Secretary and General Counsel
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