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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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): JUNE 14, 1995
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
ITEM 5. Other Events
On June 14, 1995, the Company announced the appointment of a new chief
operating officer and a new head of its credit business unit in a press release,
the text of which is as follows:
FAIR, ISAAC APPOINTS NEW CHIEF OPERATING OFFICER
San Rafael, Calif.--Fair, Isaac President and Chief Executive Officer
Larry E. Rosenberger announced the appointment of Executive Vice
President John D. Woldrich as chief operating officer effective August
1. Woldrich will succeed Robert D. Sanderson, who has announced his
intention to leave Fair, Isaac's management team at the end of the
company's fiscal year, September 30. Sanderson will remain a director
of the corporation and will assist management in exploring joint
venture opportunities.
Dr. Sanderson, who joined Fair, Isaac in 1969, has served as the
company's chief operating officer since 1989. Commenting on Sanderson's
decision, Mr. Rosenberger said, "Bill Fair (chairman and founder)
expressed the mood of the entire organization when he said that losing
Bob is like losing a member of the family. We've worked together as a
team for so many years, it's hard to visualize Fair, Isaac without him.
I'm personally grateful to Bob for the tremendous job he's done as COO,
and I'm glad that the company will retain the benefit of his service as
a director."
In connection with Sanderson's planned departure and the shift in COO
responsibilities to Mr. Woldrich, Rosenberger announced a number of
other organizational changes, including promotion of Senior Vice
President Patrick G. Culhane, from director of credit bureau and
solicitation services to head of the company's entire domestic and
international credit management operations. Five credit group divisions
that formerly reported to Dr. Sanderson--Credit Bureau and Solicitation
Services, Account Management, Application Screening, North American
Market, and International, will report to Mr. Culhane.
Mr. Woldrich will oversee all of the company's major operating units,
including the two business units--Fair, Isaac's Insurance group and
DynaMark, a direct marketing services subsidiary--that formerly
reported to Mr. Rosenberger. Woldrich will also assume oversight of the
company's research and development group and will retain executive
responsibility for marketing and alliances.
Mr. Rosenberger said the decision to place all operating units under
the chief operating officer had been under consideration for some time,
and would have occurred in any event. "I feel we're now at a point
where a larger portion of my time should be focused on intermediate and
long-term issues, rather than day-to-day operations management. The
reorganization will make that possible." Reporting to Rosenberger after
the reorganization will be COO Woldrich, EVP-Finance and Administration
Gerald de Kerchove, EVP-Strategic Development Barrett B. Roach, Vice
President and General Counsel Peter L. McCorkell, and Vice
President-Human Resources John Waller.
Mr. Woldrich, 52, joined Fair, Isaac in 1972, shortly after receiving
his MBA from Wharton School of Business, University of Pennsylvania.
His previous assignments with the company have included a wide range of
responsibilities in production, product management and, most recently,
domestic and international marketing and business alliances. He has
been a director of the corporation since 1983.
Mr. Culhane, 40, worked for Bell Labs and Sohio Petroleum before
joining Fair, Isaac in 1985. Elected a vice president in 1990, he has
been in charge of the company's largest and fastest growing business
unit since that time. Culhane holds a BS degree from the University of
California at Riverside and an MS in Statistics from Stanford.
Dr. Sanderson has spent his entire career with Fair, Isaac, having
joined the company shortly before receiving his Ph.D. in Operations
Research from the University of California, Berkeley. He also holds a
Masters degree from Cal-Berkeley and an undergraduate degree in
mathematics from Cornell University. Sanderson has been a director of
the corporation since 1977.
In a separate statement, Dr. Sanderson said, "My decision to leave
Fair, Isaac management was the toughest of my career. Over the past 25
years I've been involved in nearly every aspect of the company's
business, as we grew from 13 employees to a $100 million publicly owned
business. It has been a continually stimulating and rewarding
experience, and I've derived deep satisfaction seeing our staff members
grow personally along with the company. However, at this point I'm
ready for a change and would like to get deeply involved in a small
number of the company's new activities. I am able to make this change
because I'm confident that Fair, Isaac will continue to compound its
successes. Larry, John, and Pat have the strategic vision to lead the
company in the right directions, and the staff has the talent and
values to achieve the objectives they set."
Fair, Isaac and Company and its wholly owned subsidiary, DynaMark,
Inc., are leading developers of predictive models, software systems and
components, and marketing database management and "decision" services
used in the credit, insurance, and direct marketing industries. For the
fiscal year ended September 30, 1994, the company reported net income
of $10.0 million or $1.61 per share on consolidated revenues of $90.3
million. For the six months ended March 31, 1995, net earnings were
$5.75 million or $.91 per share on revenues of $52.0 million.
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 16, 1995
By: PETER L. MCCORKELL
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Peter L. McCorkell
Vice President, Secretary and General Counsel