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UNITED STATES
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
Date of Report (Date of earliest event reported): December 31, 2008
FAIR ISAAC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-11689
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94-1499887 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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901 Marquette Avenue, Suite 3200
Minneapolis, Minnesota
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55402-3232 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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))
Item 2.05. Costs Associated with Exit or Disposal Activities.
On January 7, 2009, Fair Isaac Corporation (the Company) announced additional actions being
taken pursuant to its existing reengineering program, which was originally announced on April 1,
2008. The additional actions were committed to by the Companys management on December 31, 2008,
and are primarily aimed at reducing costs through headcount reductions, facility consolidations,
and modification of certain employee compensation and benefit programs. The Company expects the
additional actions to result in an aggregate pre-tax restructuring charge of approximately $8
million in the first quarter of fiscal 2009, approximately 75% of which will result in future cash expenditures.
As part of the additional actions under the reengineering program, the Company has identified
and is eliminating approximately 170 positions across the Company (in addition to 80 positions
eliminated during the first quarter of fiscal 2009). The headcount reduction is anticipated to
result in severance and related pre-tax charges of approximately $5.8 million in the first quarter
of fiscal 2009. In addition, the Company is vacating portions of certain of its facilities. The Company expects
this to result in pre-tax charges of approximately $2.2 million in the first quarter of fiscal 2009, which
represent future cash lease obligations, net of anticipated sublease income.
Item 7.01. Regulation FD Disclosure.
On January 7, 2009, the Company issued a press release announcing the additional actions under
the reengineering program described above. The full text of that press release is furnished herewith
as Exhibit 99 and incorporated by reference into this Item 7.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit.
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99
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Press Release dated January 7, 2009 |
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.
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FAIR ISAAC CORPORATION
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By |
/s/ Mark R. Scadina
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Mark R. Scadina |
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Senior Vice President, General Counsel and Secretary |
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Date: January 7, 2009
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EXHIBIT INDEX
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Method |
Exhibit |
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Description |
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of Filing |
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99
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Press Release dated January 7, 2009
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Filed
Electronically |
exv99w1
Exhibit 99
Investors & Analysts:
John D. Emerick, Jr.
Fair Isaac Corporation
(800) 213-5542
investorrelations@fairisaac.com
Fair Isaac Announces Additional Cost Reductions
Under Ongoing Reengineering Program
MINNEAPOLISJanuary 7, 2009 Fair Isaac Corporation (NYSE:FIC), the leading provider of analytics
and decision management technology, today announced additional cost reductions under its ongoing
reengineering program. The company expects to reduce fiscal 2009 operating expenses by
approximately $40 million through immediate headcount reductions worldwide, facility
consolidations, and modification of certain employee compensation and benefit programs. The company
expects to record a pre-tax restructuring charge of approximately $8 million in the first quarter
of fiscal 2009.
Specific cost reduction initiatives include:
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Re-align Sales and Professional Services organizations to reflect consolidation in the
US banking industry |
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Pace development of next-generation Decision Management applications to match market
delays in client demand |
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Reduce Finance, Legal, Human Resources, and Marketing corporate services |
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Rationalize product portfolio through divestitures and product migrations |
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Improve profitability of the Marketing Solutions business unit |
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Sharpen industry focus on Financial Services sector (banking and insurance) |
These initiatives are part of the companys ongoing reengineering program, which began in early
2008. As part of todays announcement, the company expects to eliminate 250 positions worldwide,
80 of which have already been achieved during the first quarter of fiscal 2009. The company also
expects to eliminate additional positions during fiscal 2009 through attrition of
non-revenue-producing positions. The companys resulting global workforce will total approximately
2,100 employees, representing a 25% reduction compared to one year ago.
These aggressive and decisive actions will protect Fair Isaacs profitability in the face of the
global slowdown in financial markets, said CEO Mark Greene. While any staff reductions are
painful, we are confident that our ongoing restructuring efforts will allow us to strengthen our
financial and operational performance during this difficult economic environment and enable us to
continue to invest in our Decision Management strategy for long-term growth.
First Fiscal Quarter Results Conference Call
The company will host a webcast on Wednesday, January 28, at 5:00 p.m. Eastern Time (4:00 p.m.
Central Time/2:00 p.m. Pacific Time) to report its first quarter fiscal 2009 results and provide
various strategic and operational updates. The call can be accessed at Fair Isaacs Web site at
www.fairisaac.com (follow the instructions on the Investor Relations page). A replay of the
webcast will be available through February 28, 2009.
The webcast will also be distributed through the Thomson StreetEvents Network to both institutional
and individual investors. Individual investors can listen to the call at
www.fulldisclosure.com, Thomson/CCBNs individual investor portal, powered by StreetEvents.
Institutional investors can access the call via Thomsons password-protected event management site,
StreetEvents (www.streetevents.com).
About Fair Isaac
Fair Isaac Corporation (NYSE:FIC) transforms business by making every decision count. Fair Isaacs
Decision Management solutions combine trusted advice, world-class analytics and innovative
applications to give organizations the power to automate, improve and connect decisions across
their business. Clients in 80 countries work with Fair Isaac to increase customer loyalty and
profitability, cut fraud losses, manage credit risk, meet regulatory and competitive demands, and
rapidly build market share. Fair Isaac also helps millions of individuals manage their credit
health through the www.myFICO.com website. Learn more about Fair Isaac at
www.fairisaac.com.
Statement Concerning Forward-Looking Information
Except for historical information contained herein, the statements contained in this news release
that relate to Fair Isaac or its business are forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties that may cause actual results to
differ materially, including the success of the Companys Decision Management strategy, its ability
to recruit and retain key technical and managerial personnel, the maintenance of its existing
relationships and ability to create new relationships with customers and key alliance partners, its
ability to continue to develop new and enhanced products and services, competition, regulatory
changes applicable to the use of consumer credit and other data, the possibility that the
anticipated benefits of acquisitions, including expected synergies, will not be realized and other
risks described from time to time in Fair Isaacs SEC reports, including its Annual Report on Form
10-K for the year ended September 30, 2008. If any of these risks or uncertainties materializes,
Fair Isaacs results could differ materially from its expectations. Fair Isaac disclaims any
intent or obligation to update these forward-looking statements.
Fair Isaac is a trademark or registered trademark of Fair Isaac Corporation in the United States
and in other countries.