As filed with the Securities and Exchange Commission on October 1, 1998.
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.
120 North Redwood Drive
San Rafael, California 94903
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(Address of Principal (Zip Code)
Executive Offices)
FAIR, ISAAC AND COMPANY, INCORPORATED
1992 LONG-TERM INCENTIVE 33PLAN
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(Full title of the plan)
PETER L. McCORKELL, ESQ. Copy to:
Senior Vice President, Secretary
and General Counsel BLAIR W. WHITE, ESQ.
FAIR, ISAAC AND COMPANY, Pillsbury Madison & Sutro LLP
INCORPORATED Post Office Box 7880
120 North Redwood Drive San Francisco, CA 94120-788
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)
CALCULATION OF REGISTRATION FEE
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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
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Common Stock 538,490 shares $34.32 $18,480,976.80 $5,451.89
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(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 September 25,
1998.
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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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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
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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) and April 1,
1996 (No. 333-02121) are hereby incorporated by reference.
Incorporation of Documents by Reference
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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, 1997.
(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 quarters
ended December 31, 1997, March 31, 1998 (as amended), and June 30, 1998, filed
pursuant to Section 13 of the Exchange Act.
(4) The Company's Current Report on Form 8-K filed with the Commission on
June 22, 1998.
(5) All other reports filed by the Registrant since September 30, 1997 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
Number Exhibit
5.1 Opinion of Pillsbury Madison & Sutro LLP as to the legality of
the securities being registered.
23.1 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit
5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (see page 3).
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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 September 30,
1998.
FAIR, ISAAC AND COMPANY, INCORPORATED
By /s/PETER L. MCCORKELL
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Peter L. McCorkell
Senior 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:
Signature Title Date
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/s/LARRY E. ROSENBERGER President, Chief Executive Officer September 30, 1998
- ------------------------------------ (Principal Executive Officer) and Director
Larry E. Rosenberger
/s/PATRICIA COLE Senior Vice President, Chief Financial September 30, 1998
- ------------------------------------ Officer (Principal Financial Officer)
Patricia Cole
/s/LENNOX L. VERNON Controller (Principal Accounting Officer) September 30, 1998
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Lennox L. Vernon
/s/A. GEORGE BATTLE Director September 30, 1998
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A. George Battle
/s/BRYANT J. BROOKS, JR. Director September 30, 1998
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Bryant J. Brooks, Jr.
/s/H. ROBERT HELLER
- ------------------------------------ Director September 30, 1998
H. Robert Heller
/s/GUY R. HENSHAW Director September 30, 1998
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Guy R. Henshaw
/s/DAVID S.P. HOPKINS Director September 30, 1998
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David S.P. Hopkins
/s/ROBERT M. OLIVER Director September 30, 1998
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Robert M. Oliver
/s/ROBERT D. SANDERSON Director September 30, 1998
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Robert D. Sanderson
/s/JOHN D. WOLDRICH Director September 30, 1998
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John D. Woldrich
INDEX TO EXHIBITS
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Sequentially
Exhibit Numbered
Number Exhibit Page
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5.1 Opinion of Pillsbury Madison & Sutro LLP 6
as to the legality of the securities
being registered.
23.1 Consent of Pillsbury Madison & Sutro LLP 6
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP. 7
24.1 Power of Attorney (see page 3). 3
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EXHIBIT 5.1
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September 30, 1998
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 538,490 additional shares of the Company's Common Stock issuable
pursuant to the 1992 Long-Term Incentive Plan (the "Plan"), it is our 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.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 and Exhibit 23.1 to the Registration
Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
E-9372
EXHIBIT 23.2
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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 report
dated October 29, 1997, except as to note 15, which is as of December 1, 1997,
relating to the consolidated balance sheets of Fair, Isaac and Company,
Incorporated and subsidiaries as of September 30, 1997 and 1996, and the related
statements of income, stockholders' equity, and cash flows for each of the years
in the three-year period ended September 30, 1997, which report appears in the
September 30, 1997 annual report on Form 10-K of Fair, Isaac and Company,
Incorporated, and subsidiaries.
/s/ KPMG PEAT MARWICK LLP
San Francisco, California
September 30, 1998
