UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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May
21,
2009
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FAIR
ISAAC CORPORATION
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(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)
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Registrant’s
telephone number, including area code
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612-758-5200
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(Former
name or former address, if changed since last
report.)
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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):
[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive
Agreement.
On
May 21, 2009, Fair Isaac Corporation (the “Company”), a Delaware corporation
entered into a voting agreement (the “Voting Agreement”) with Southeastern Asset
Management, Inc., a Tennessee corporation (“Southeastern”). The
Voting Agreement provides that Southeastern shall, if Southeastern and its
affiliates and associates beneficially own 15% or more of the shares of the
Company’s common stock then outstanding, vote, or cause to be voted, all such
shares of common stock in excess of 15% of the shares of common stock then
outstanding on all matters submitted to a vote of the Company’s stockholders in
accordance with the recommendation of the Company’s Board of Directors or, if
the Board of Directors does not make a recommendation, in proportion to the
votes cast by all stockholders other than Southeastern and its affiliates and
associates.
The
foregoing summary of the Voting Agreement is qualified by reference to the
Voting Agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference. The information set forth under Item 3.03 of
this report on Form 8-K is hereby incorporated herein by reference.
Item
3.03. Material Modification to Rights of
Security Holders.
On
May 21, 2009, the Company and Mellon Investor Services LLC, a New Jersey limited
liability company, as rights agent (the “Rights Agent”), entered into Amendment
No. 1 (the “Rights Agreement Amendment”) to the Rights Agreement, dated as of
August 9, 2001, by and between the Company and the Rights Agent. The
Rights Agreement Amendment amends the Rights Agreement to provide that
Southeastern and its affiliates and associates shall not be an Acquiring Person
(as defined in the Rights Agreement) so long as either: (A) Southeastern and its
affiliates and associates own less than 15% of the shares of the Company’s
common stock then outstanding or (B)(i) Southeastern and its affiliates and
associates own less than 20% of the shares of the Company’s common stock then
outstanding, (ii) the Voting Agreement is in full force and effect and (iii)
Southeastern has complied with all of its obligations under the Voting
Agreement. The Voting Agreement requires that Southeastern, if
Southeastern and its affiliates and associates beneficially own 15% or more of
the shares of the Company’s common stock then outstanding, vote, or cause to be
voted, all such shares of common stock in excess of 15% of the shares of common
stock then outstanding on all matters submitted to a vote of the Company’s
stockholders in accordance with the recommendation of the Company’s Board of
Directors or, if the Board of Directors does not make a recommendation, in
proportion to the votes cast by all stockholders other than Southeastern and its
affiliates and associates.
The
foregoing summary of the Rights Agreement Amendment is qualified by reference to
the Rights Agreement Amendment, which is attached hereto as Exhibit 4.1 and
incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
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4.1
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Amendment
No. 1, dated as of May 21, 2009, to the Rights Agreement, dated as of
August 9, 2001, by and between the Company and Mellon Investor Services
LLC
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10.1
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Voting
Agreement, dated as of May 21, 2009, by and between the Company and
Southeastern Asset Management, Inc.
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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.
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Date: May
21, 2009
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FAIR
ISAAC CORPORATION
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By:
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/s/
Mark R. Scadina
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Name:
Mark R. Scadina
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Title: Executive
Vice President and General Counsel
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.1
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Amendment
No. 1, dated as of May 21, 2009, to the Rights Agreement, dated as of
August 9, 2001, by and between the Company and Mellon Investor Services
LLC
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10.1
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Voting
Agreement, dated as of May 21, 2009, by and between the Company and
Southeastern Asset Management,
Inc.
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EXHIBIT
4.1
AMENDMENT
NO. 1
dated
as of May 21, 2009
to
RIGHTS
AGREEMENT
dated
as of August 9, 2001
between
Fair
Isaac Corporation (formerly Fair, Isaac and Company, Inc.)
and
Mellon
Investor Services LLC
Amendment
No. 1, dated as of May 21, 2009 (this “Amendment”), to the Rights Agreement,
dated as of August 9, 2001 (the "Rights Agreement") between Fair Isaac
Corporation (formerly Fair, Isaac and Company, Inc.), a Delaware corporation
(the "Company"), and Mellon Investor Services LLC, a New Jersey limited
liability company.
WHEREAS,
the Distribution Date has not occurred;
WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent
may, prior to the Distribution Date, supplement or amend the Rights Agreement in
any manner that the Company may deem necessary or desirable;
WHEREAS,
Southeastern Asset Management, Inc. (“Southeastern”) has requested that the
Company amend the Rights Agreement to permit Southeastern, together with its
Affiliates and Associates, to Beneficially Own up to (but less than) 20% of the
outstanding shares of the Common Stock of the Company;
WHEREAS,
Southeastern is contemporaneously entering into a voting agreement with the
Company with respect to the voting of shares Beneficially Owned by Southeastern,
its Affiliates or Associates in excess of 15% of the outstanding shares of the
Common Stock of the Company; and
WHEREAS,
the Board of Directors of the Company has determined that these arrangements are
in the best interests of the Company and its stockholders,
NOW,
THEREFORE, the parties hereto mutually agree as follows:
1. Capitalized
terms used and not otherwise defined in this Amendment have the meanings
assigned to them in the Rights Agreement.
2. Amendments.
(a) Section
1(a)(i) of the Rights Agreement is hereby amended to insert the words “(or
twenty percent (20%) in the case of Southeastern (as defined below) so long as
Southeastern complies with clause 1(a)(iv)(B) hereof)” after the words “less
than fifteen percent (15%)” and before the words “of the outstanding shares of
Common Stock”.
(b) Section
1(a)(iii) of the Rights Agreement is hereby amended to replace the caption
“(iii)” with the caption “(E)” and to delete the word “and” before clause
(iii)(A).
(c) Section
1(a)(iii)(A) of the Rights Agreement is hereby amended to replace the caption
“(A)” with the caption “(iii)” and to replace the period at the end
thereof with the following: “; and”.
(d) Section
1(a) of the Rights Agreement is hereby amended to add a new Section (iv)
immediately after Section (iii) as follows:
(iv) Southeastern
Asset Management, Inc. (“Southeastern”) and its Affiliates and Associates shall
not be deemed to be an Acquiring Person so long as either: (A)
Southeastern, together with all Affiliates and Associates of Southeastern,
Beneficially Own less than 15% of the shares of Common Stock of the Company then
outstanding; or (B)(x) Southeastern, together with all Affiliates and Associates
of Southeastern, Beneficially Own less than 20% of the shares of Common Stock of
the Company then outstanding and (y) the voting agreement entered into by and
between the Company and Southeastern on or about May 21, 2009 (the “Voting
Agreement”), with respect to the voting of shares Beneficially Owned by
Southeastern, its Affiliates or Associates in excess of 15% of the outstanding
shares of the Common Stock of the Company, is in full force and effect, and
Southeastern has complied with all of its obligations thereunder. The
Company shall give the Rights Agent prompt written notice if at any time the
Voting Agreement ceases to be in full force and effect.
3. Except
as expressly amended by this Amendment, all terms, conditions and other
provisions contained in the Rights Agreement are hereby ratified and reaffirmed
and shall remain in full force and effect. Without limiting the
foregoing, the Rights Agent shall not be subject to, nor required to interpret
or comply with, or determine if any Person has complied with, the Voting
Agreement, even though reference thereto may be made in this Amendment and the
Rights Agreement.
4. Upon
execution hereof, each reference in the Rights Agreement to “this Agreement,”
“hereby,” “hereunder,” “herein,” “hereof” or words of similar import referred to
in the Rights Agreement shall mean and refer to the Rights Agreement, as amended
by this Amendment. In addition, any and all notices, requests,
certificates and other instruments executed and delivered after the date hereof
may refer to the Rights Agreement without making specific reference to this
Amendment but nevertheless reference the Rights Agreement as hereby
amended.
5. This
Amendment shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such state applicable to contracts to be made and to be
performed entirely within such state; provided, however, that all provisions
regarding the rights, duties and obligations of the Rights Agent shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such
State.
6. This
Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of May 21,
2009.
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Fair
Isaac Corporation
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| By: |
/s/ Mark N.
Greene
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Name: Mark
N. Greene
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Title: Chief
Executive Officer
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Mellon
Investor Services LLC,
as
Rights Agent
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| By: |
/s/ Joshua P.
McGinn
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Name: Joshua
P. McGinn
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Title: Assistant
Vice President
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EXHIBIT
10.1
VOTING
AGREEMENT
This
VOTING AGREEMENT is dated as of May 21, 2009 (this “Agreement”) between Fair
Isaac Corporation, a Delaware corporation (the “Company”), and Southeastern
Asset Management, Inc., a Tennessee corporation (“Southeastern”).
WHEREAS
Southeastern has requested that the Board of Directors of the Company amend the
Rights Agreement, dated August 9, 2001, by and between the Company and Mellon
Investor Services LLC (the “Rights Agreement”) to permit Southeastern, together
with its Affiliates and Associates, to Beneficially Own up to (but less than)
20% of the then outstanding shares of the Common Stock of the Company;
and
WHEREAS,
the Company has conditioned the approval of such amendment on Southeastern’s
entry into this Agreement,
NOW,
THEREFORE, in consideration of the covenants and undertakings set forth herein,
the parties hereto agree as follows:
Section
1. Definitions. Capitalized
terms used and not otherwise defined herein have the definitions assigned to
them in the Rights Agreement.
Section
2. Voting
Arrangements. If Southeastern, together with all Affiliates
and Associates of Southeastern, Beneficially Own 15% or more of the shares of
Common Stock of the Company then outstanding, then Southeastern shall vote, or
cause to be voted, all such shares of Common Stock in excess of 15% of the
shares of Common Stock then outstanding on all matters submitted to a vote of
the holders of Common Stock (whether at a meeting or by written consent) in
accordance with the recommendation of the Board of Directors of the Company or,
if the Board of Directors of the Company does not make a recommendation with
respect to a particular matter, in proportion to the votes cast by the holders
of Common Stock other than Southeastern, its Affiliates and
Associates. Southeastern shall use best efforts to cause all shares
of Common Stock of the Company Beneficially Owned by Southeastern, its
Affiliates or Associates to be represented, in person or by proxy, at all
meetings of holders of Common Stock of the Company.
Section
3. Termination. This
Agreement may be terminated by mutual consent of the Company and
Southeastern.
Section
4. Specific
Performance. Southeastern agrees that
any breach by it of any provision of this Agreement would irreparably injure the
Company and that money damages would be an inadequate remedy therefor. Accordingly,
Southeastern agrees that the Company shall be entitled to one or more
injunctions enjoining any such breach and requiring specific performance of this
Agreement and consents to the entry thereof, in addition to any other remedy to
which the Company is entitled at law or in
equity.
Section
5. Notices. All notices, requests and
other communications to either party hereunder shall be in writing (including
telecopy or similar writing) and shall be given,
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if
to the Company, to:
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Fair
Isaac Corporation
901
Marquette Avenue, Suite 3200
Minneapolis,
MN 55402-3232
Attention:
Mark Scadina, General Counsel
Telecopier: (612)
758-6002
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with
a copy to:
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Skadden,
Arps, Slate, Meagher & Flom LLP
525
University Avenue, Suite 1100
Palo
Alto, CA 94301
Attention: Kenton
J. King, Amr Razzak
Telecopier: (650)
470-4570
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if
to Southeastern, to:
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Southeastern
Asset Management, Inc.
6410
Poplar Avenue - Suite 900
Memphis,
TN 38119
Attention: Jason
Dunn
Telecopier: (901)
818-5160
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with
a copy to:
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Southeastern
Asset Management, Inc.
6410
Poplar Ave., Suite 900
Memphis,
TN 38119
Attention: General
Counsel
Telecopier: (901)
260-0885
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or
such other address or telecopier number as such party may hereafter specify by
notice to the other party hereto. Each such notice, request or other
communication shall be effective when delivered at the address specified in this
Section 5.
Section
6. Amendments;
No Waivers.
(a) Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and signed,
in the case of an amendment, by Southeastern and the Company, or in the case of
a waiver, by the party against whom the waiver is to be
effective.
(b) No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights
or remedies provided by law.
Section
7. Expenses. All costs and expenses
incurred in connection with this Agreement shall be paid by the party incurring
such cost or expense.
Section
8. Successors
and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Neither of the parties may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement without the written consent of
the other party hereto. Neither this Agreement nor any provision hereof is
intended to confer upon any Person other than the parties hereto any rights or
remedies hereunder.
Section
9. Counterparts;
Effectiveness. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section
10. Entire
Agreement. This Agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings and negotiations,
both written and oral, between the parties with respect thereto. No
representation, inducement, promise,
understanding, condition or warranty not set forth herein has been made or
relied upon by any of the parties hereto.
Section
11. Governing
Law. This
Agreement shall be construed in accordance with and governed by the laws
of the State of
Delaware, without regard to the conflicts of law
rules of such state.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
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Fair
Isaac Corporation
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By:
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/s/
Mark N. Greene
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Name:
Mark N. Greene
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Title:
Chief Executive Officer
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Southeastern
Asset Management, Inc.
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By:
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/s/
Andrew R. McCarroll
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Name:
Andrew R. McCarroll
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Title:
Vice President and General Counsel
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