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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 3, 2007
FAIR ISAAC CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-16439 | 94-1499887 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
| 901 Marquette Avenue, Suite 3200 |
||||
| Minneapolis, Minnesota |
55402-3232 | |||
| (Address of principal executive offices) |
(Zip Code) | |||
| Registrant’s telephone number, including area code |
612-758-5200 | |||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 7.01. Regulation FD Disclosure. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| Letter from Fair Isaac Corporation to Sandell Asset Management | ||||||||
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Item 7.01. Regulation FD Disclosure.
On July 3, 2007, in response to a letter from Sandell Asset Management received by Fair Isaac
Corporation on June 29, 2007, Fair Isaac Corporation sent a letter to Sandell Asset Management.
The letter is being furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
99.1
|
Letter from Fair Isaac Corporation to Sandell Asset Management, dated July 3, 2007. |
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SIGNATURE
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 hereunto duly authorized.
| FAIR ISAAC CORPORATION |
||||
| By /s/ Charles M. Osborne | ||||
| Charles M. Osborne | ||||
| Chief Financial Officer | ||||
Date: July 3, 2007
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EXHIBIT INDEX
| Exhibit No. | Description | Manner of Filing | ||
99.1
|
Letter from Fair Isaac Corporation to Sandell Asset Management, dated July 3, 2007. | Electronic |
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Fair Isaac Corporation
901 Marquette Avenue, Suite 3200
Minneapolis, MN 55402
612 758 5200 phone
612 758 6002 fax
www.fairisaac.com
901 Marquette Avenue, Suite 3200
Minneapolis, MN 55402
612 758 5200 phone
612 758 6002 fax
www.fairisaac.com
July 3, 2007
Mr. Thomas E. Sandell
Sandell Asset Management
40 West 57th Street
New York, NY 10019
Sandell Asset Management
40 West 57th Street
New York, NY 10019
Dear Mr. Sandell:
Thank you for your recent letter dated June 29, 2007, and your thoughts regarding Fair Isaac.
We want you to know that the Board of Directors of Fair Isaac takes its oversight obligations
seriously and regularly assesses, and closely monitors, the Company’s performance, strategic
direction and alternatives.
We look forward to sharing our views on the Company’s performance, operations and opportunities
with you and all Fair Isaac stockholders over the coming weeks and months with a view to advancing
our shared goal of enhancing value for all stockholders.
Sincerely,
Mark N. Greene
Chief Executive Officer
Chief Executive Officer