Securities and Exchange Commission Washington, DC 20549 Form 8-A For Registration of Certain Classes of Securities Pursuant to Section 12 (b) or 12 (g) of the Securities Exchange Act of 1934 Fair, Isaac and Company, Incorporated (Exact Name of Registrant as Specified in its Charter) Delaware 94-1499887 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 120 North Redwood Drive, San Rafael, CA 94903 (Address of Principal Executive Offices) (Zip Code) Securities to be registered pursuant to Section 12 (b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered Common Stock, $.01 Par Value New York Stock Exchange Securities to be registered pursuant to Section 12 (g) of the Act: None (Title of Class) Item 1. Description of Registrant's Securities to be Registered. Common Stock, $.01 Par Value The capital stock of Fair, Isaac and Company, Incorporated (the "Company" or "Registrant") to be registered on the New York Stock Exchange, Inc. (the "Exchange"), is the Registrant's common stock with a par value of $.01 per share (the "Common Stock"). At February 20, 1996, 12,401,510 shares of Common Stock were issued and outstanding, excluding 18,161 shares held in treasury, and 1,852,160 shares of Common Stock were reserved for issuance upon exercise of stock options granted under the Company's 1987 Stock Option Plan, the Stock Option Plan for Non-Employee Directors and the 1992 Long-term Incentive Plan, or to be granted under the Company's 1992 Long-term Incentive Plan. Holders of Common Stock are entitled to one vote per share at all meetings of stockholders. Dividends that may be declared on the Common Stock will be paid in an equal amount to the holder of each share. No pre-emptive rights are conferred upon the holders of such stock and there are no liquidation or conversion rights, nor any redemption or sinking fund provisions. There is no liability to further calls or to assessments by the Registrant. Item 2. Exhibits. The securities described herein are to be registered on the New York Stock Exchange, on which no other securities of the Registrant are registered. Accordingly, the following exhibits required in accordance with Part II to the Instructions as to exhibits on Form 8-A have been duly filed with the New York Stock Exchange. 1. Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1995. 2. Registrant's Annual Report to Stockholders for the fiscal year ended September 30, 1995. 3. Proxy Statement for the 1996 Annual Meeting of Stockholders and related Notice of Meeting. 4. Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1995. 5. Certificate of Incorporation of Registrant, as amended. 6. Bylaws of Registrant, as amended. 7. Specimen of Registrant's Common Stock certificate. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Fair, Isaac and Company, Incorporated (Registrant) By:/s/PETER L. MCCORKELL Peter L. McCorkell Senior Vice President and Secretary Dated: April 9, 1996