As filed with the Securities and Exchange Commission on July ___, 2001.
Registration No. 333 -___
=+==============================================================================
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
- ---------------------------------------- ------------------------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Smith Ranch Road
San Rafael, California 94903
- ---------------------------------------- ------------------------------------
(Address of Principal Executive Offices) (Zip Code)
FAIR, ISAAC AND COMPANY, INCORPORATED
Certain Stock Options Granted to Thomas G. Grudnowski
Certain Stock Options Granted to Mark Pautsch
- --------------------------------------------------------------------------------
(Full title of the plan)
HENK J. EVENHUIS Copy to:
Vice President, Finance
and Chief Financial Officer BLAIR W. WHITE, ESQ.
FAIR, ISAAC AND COMPANY, Pillsbury Winthrop LLP
INCORPORATED Post Office Box 7880
200 Smith Ranch Road San Francisco, CA 94120-7880
San Rafael, CA 94903
(415) 472-2211 (415) 983-1000
---------------------------- ------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock(1)(2) 75,000 shares $ 47.4000(4) $ 3,555,000.00(4) $ 888.75
Common Stock(1)(3) 172,500 shares $ 32.7083(5) $ 5,642,181.75(5) $ 1,140.55
- ------------------------------------------------------------------------------------------------------------------------------------
(1) All numbers are adjusted to reflect a three-for-two (3-2) stock split with a record date of May 14, 2001.
(2) Issued pursuant to a nonstatutory stock option agreement between the Registrant and Thomas G. Grudnowski.
(3) Issued pursuant to a nonstatutory stock option agreement between the Registrant and Mark Pautsch.
(4) 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 May 1, 2001.
(5) 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 August 8, 2000.
-----------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended.
PART II
Item 3. 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, 2000.
(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, 2000 and March 31, 2001 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 1, 2001.
(5) All other reports filed by the Registrant since September 30, 2000
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, as
amended (the "Exchange Act"), 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 4. Description of Securities.
The securities to be issued are stock options granted in accordance
with a nonstatutory stock option agreement between the Registrant and Thomas G.
Grudnowski and a nonstatutory stock option agreement between the Registrant and
Mark Pautsch. Upon vesting and in accordance with the provisions of such
nonstatutory stock option agreement, each option entitles Mr. Grudnowski or Mr.
Pautsch to purchase one share of the Registrant's Common Stock. The Registrant's
Common Stock is registered under Section 12 of the Exchange Act and is traded on
the New York Stock Exchange. Accordingly, no description of the Common Stock is
provided hereunder.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Article 6 of the Registrant's restated Certificate of Incorporation
provides as follows:
2
"(a) A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
(b) Each director or officer of the corporation who was or is made a
party or is threatened to be made a party to or is in any way involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including without limitation any
action, suit or proceeding brought by or in the right of the corporation to
procure a judgment in its favor) (hereinafter a "proceeding"), including any
appeal therefrom, by reason of the fact that he or she, or a person of whom he
or she is a legal representative, is or was a director or officer of the
corporation or of a subsidiary of the corporation, or is or was serving at the
request of the corporation as a director or officer of another entity or
enterprise, or was a director or officer for a foreign or domestic corporation
which was a predecessor corporation of the corporation or of another entity or
enterprise at the request of the predecessor corporation, or by reason of
anything done or not done in such capacity, shall be indemnified and held
harmless by the corporation, and the corporation shall advance all expenses
incurred by any such person in connection with any such proceeding prior to its
final determination, to the fullest extent authorized by the Delaware General
Corporation Law. In any proceeding against the corporation to enforce these
rights, such person shall be presumed to be entitled to indemnification and the
corporation shall have the burden of proof to overcome that presumption. The
rights to indemnification and advancement of expenses conferred by this Article
shall be presumed to have been relied upon by directors and officers of the
corporation in serving or continuing to serve the corporation and shall be
enforceable as contract rights. Said rights shall not be exclusive of any other
rights to which those seeking indemnification may ottherwise be entitled. The
corporation may, upon written demand presented by a director or officer of the
corporation or of a subsidiary of the corporation, or by a person serving at the
request of the corporation as a director or officer of another entity or
enterprise, enter into contracts to provide such persons with specific rights to
indemnification, which contracts may confer rights and protections to the
maximum extent permitted by the Delaware General Corporation Law. The
corporation may create trust funds, grant security interests, obtain letters of
credit, or use other means to ensure payment of such amounts as may be necessary
to perform the obligations provided for in this Article 6 or in any such
contract."
Section 145 of the General Corporation Law of the State of Delaware, in
which the Registrant is incorporated, permits, subject to certain conditions,
the indemnification of directors or officers of a Delaware corporation for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with the defense of any action, suit or
proceeding in relation to certain matters against them as such directors or
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Pillsbury Winthrop LLP as to the legality of the
securities being registered.
23.1 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (see page 5).
3
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
4
SIGNATURES
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 July __,
2001.
FAIR, ISAAC AND COMPANY, INCORPORATED
By /s/ HENK J. EVENHUIS
------------------------------------------
Henk J. Evenhuis
Vice President and Chief Financial Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints HENK J. EVENHUIS 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
------------------------------ ------------------------------ ------------------------------
/s/ THOMAS G. GRUDNOWSKI President, Chief Executive Officer July 31, 2001
------------------------------ (Principal Executive Officer) and Director
Thomas G. Grudnowski
/s/ HENK J. EVENHUIS Vice President and July 31, 2001
------------------------------ Chief Financial Officer
Henk J. Evenhuis (Principal Financial Officer)
/s/ JONATHAN R. BOND
------------------------------ Vice President of Finance, July 31, 2001
Jonathan R. Bond Corporate Controller
(Principal Accounting Officer)
/s/ A. GEORGE BATTLE Director July 31, 2001
------------------------------
A. George Battle
/s/ TONY J. CHRISTIANSON Director July 31, 2001
------------------------------
Tony J. Christianson
/s/ MARGARET L. TAYLOR Director July 31, 2001
------------------------------
Margaret L. Taylor
5
/s/ GUY R. HENSHAW Director July 31, 2001
------------------------------
Guy R. Henshaw
/s/ DAVID S.P. HOPKINS Director July 31, 2001
------------------------------
David S.P. Hopkins
/s/ ROBERT M. OLIVER Director July 31, 2001
------------------------------
Robert M. Oliver
6
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Pillsbury Winthrop LLP as to the legality of the
securities being registered.
23.1 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (see page 5).
7
EXHIBIT 5.1
July 31, 2001
Fair, Isaac and Company, Incorporated
200 Smith Ranch Road
San Rafael, CA 94903
Re: Registration Statement on Form S-8 for Certain Option Grants by
Fair, Isaac and Company, Incorporated to Thomas G. Grudnowski and
Mark Pautsch
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 247,500 shares of the Company's Common Stock issuable pursuant to a
Nonstatutory Stock Option Agreement between the Company and Thomas G. Grudnowski
and a Nonstatutory Stock Option Agreement between the Company and Mark Pautsch
(the "Agreements"), it is our opinion that such shares of the Common Stock of
the Company, when issued and sold in accordance with the Agreements, 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 WINTHROP LLP
EXHIBIT 23.2
------------
Consent of KPMG LLP
-------------------
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 of our reports dated October 27,
2000, relating to the consolidated balance sheets of Fair, Isaac and Company,
Incorporated and subsidiaries as of September 30, 2000 and 1999, 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, 2000, and the related consolidated financial statement schedule,
which reports appear in the September 30, 2000 annual report on Form 10-K of
Fair, Isaac and Company, Incorporated.
/s/ KPMG LLP
San Francisco, California
July 30, 2001