As filed with the Securities and Exchange Commission on March 14, 2000.
Registration No. 333 -
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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
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Smith Ranch Road
SAN RAFAEL, CALIFORNIA 94903
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(Address of Principal (Zip Code)
Executive Offices)
FAIR, ISAAC AND COMPANY, INCORPORATED
1992 LONG-TERM INCENTIVE PLAN
-----------------------------
(Full title of the plan)
PETER L. McCORKELL, ESQ. Copy to:
Executive Vice President, Secretary
and General Counsel BLAIR W. WHITE, ESQ.
FAIR, ISAAC AND COMPANY, Pillsbury Madison & Sutro LLP
INCORPORATED Post Office Box 7880
200 Smith Ranch Road San Francisco, CA 94120-7880
San Rafael, CA 94903 (415) 983-1000
(415) 472-2211 ------------------------------
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(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock 709,633 shares $50.59375 $35,902,994.59 $9,981.03
<PAGE>
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee on the basis of the average of the high and low
prices as reported on the New York Stock Exchange on March 9, 2000.
</TABLE>
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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
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GENERAL INSTRUCTION E TO FORM S-8
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GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of
increasing the number of shares of the Registrant's Common Stock for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
The Registrant's Registration Statements on Form S-8 filed with the
Securities and Exchange Commission on May 27, 1993 (No. 33-63426), April 1, 1996
(No. 333-02121), October 1, 1998 (No. 333-65179), July 28, 1999 (No. 333-83905)
and February 1, 2000 (No. 333-95889) are hereby incorporated 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, 1999.
(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, 1999 filed pursuant to Section 13 of the Exchange Act.
(4) The Company's Amended Quarterly Report on Form 10-Q/A for the fiscal quarter
ended December 31, 1999 filed pursuant to Section 13 of the Exchange Act.
(5) The Company's Current Report on Form 8-K filed with the Commission on
November 1, 1999.
(6) All other reports filed by the Registrant since September 30, 1999
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.
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Exhibit Exhibit
Number -------
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5.1 Opinion of Peter L. McCorkell, Esq., Executive Vice President,
Secretary and General Counsel of the Registrant as to the
legality of the securities being registered.
23.1 Consent of Peter L. McCorkell, Esq. (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (see page 4).
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<PAGE>
SIGNATURES
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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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Rafael, State of California, on March 14,
2000.
FAIR, ISAAC AND COMPANY, INCORPORATED
By /S/PETER L. MCCORKELL
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Peter L. McCorkell
Executive Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
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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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/THOMAS G. GRUDNOWSKI President, Chief Executive Officer March 14, 2000
- ----------------------------------- (Principal Executive Officer) and Director
Thomas G. Grudnowski
/S/HENK J. EVENHUIS Chief Financial Officer (Principal March 14, 2000
- ----------------------------------- Financial Officer and Principal
Henk J. Evenhuis Accounting Officer)
/S/A. GEORGE BATTLE Director March 14, 2000
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A. George Battle
/S/TONY J. CHRISTIANSON Director March 14, 2000
- -----------------------------------
Tony J. Christianson
/S/H. ROBERT HELLER Director March 14, 2000
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H. Robert Heller
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<PAGE>
/S/GUY R. HENSHAW Director March 14, 2000
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Guy R. Henshaw
/S/DAVID S.P. HOPKINS Director March 14, 2000
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David S.P. Hopkins
/S/ROBERT M. OLIVER Director March 14, 2000
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Robert M. Oliver
/S/ROBERT D. SANDERSON Director March 14, 2000
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Robert D. Sanderson
/S/MARGARET L. TAYLOR Director March 14, 2000
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Margaret L. Taylor
/S/JOHN D. WOLDRICH Director March 14, 2000
- -----------------------------------
John D. Woldrich
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
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Exhibit Exhibit
Number -------
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5.1 Opinion of Peter L. McCorkell, Esq., Executive Vice President,
Secretary and General Counsel of the Registrant as to the
legality of the securities being registered.
23.1 Consent of Peter L. McCorkell, Esq. (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (see page 4).
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EXHIBIT 5.1
March 10, 2000
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
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
relating to 709,633 additional shares of the Company's Common Stock, par value
$0.01 per share(the "Common Stock") issuable pursuant to the 1992 Long-Term
Incentive Plan (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 Exhibits 5.1 and 23.1 to the Registration Statement.
Very truly yours,
/s/ Peter L. McCorkell, Esq.
Executive Vice President, Secretary,
and General Counsel
Fair, Isaac and Company, Incorporated
cc: Josephine Lewis
Pillsbury Madison & Sutro LLP
[E-9372]
EXHIBIT 23.2
Consent of Independent Auditors
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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 and subsidiaries of our reports
dated October 26, 1999, relating to the consolidated balance sheets of Fair,
Isaac and Company, Incorporated and subsidiaries as of September 30, 1999 and
1998, and the related consolidated statements of income and comprehensive
income, stockholders' equity, and cash flows for each of the years in the
three-year period ended September 30, 1999, and the related schedule, which
reports appear in the September 30, 1999, annual report on Form 10-K of Fair,
Isaac and Company, Incorporated, and subsidiaries.
/s/ KPMG LLP
San Francisco, California
March 10, 2000
