UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K

(Amendment No. 1)

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2011

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from             to             

Commission File Number 1-11689

 

 

Fair Isaac Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		94-1499887
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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

Securities registered pursuant to Section 12(b) of the Act:

 

(Title of Class)		(Name of each exchange on which registered)
Common Stock, $0.01 par value per share		New York Stock Exchange, Inc.
Preferred Stock Purchase Rights		New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    x  Yes    ¨  No

Indicate by check mark if the registrant is not required to file report pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    x  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

As of March 31, 2011, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $540,420,207 based on the last transaction price as reported on the New York Stock Exchange on such date. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purposes.

The number of shares of common stock outstanding on October 31, 2011 was 35,701,425 (excluding 53,155,358 shares held by the Company as treasury stock).

Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the definitive proxy statement for the Annual Meeting of Stockholders to be held on February 7, 2012.

 

 

 

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EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to Fair Isaac Corporation’s (the “Company”) Annual Report on Form 10-K for the year ended September 30, 2011, as filed with the Securities and Exchange Commission on November 18, 2011 (the “Original Filing”), solely to re-file Exhibit 23.1 thereto to include the conformed signature of the Independent Registered Public Accounting Firm.

Except as described above, no other changes have been made to the Original Filing, and this Amendment does not otherwise amend, update or change the financial statements or disclosures in the Original Filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

DATE: November 18, 2011

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Pung his attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K 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 Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/S/ DR. MARK N. GREENE Dr. Mark N. Greene		Chief Executive Officer (Principal Executive Officer and Director)		November 18, 2011
/S/ MICHAEL J. PUNG Michael J. Pung		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		November 18, 2011
/S/ A. GEORGE BATTLE A. George Battle		Director		November 18, 2011
/S/ NICHOLAS F. GRAZIANO Nicholas F. Graziano		Director		November 18, 2011
/S/ ALEX W. HART Alex W. Hart		Director		November 18, 2011
/S/ JAMES D. KIRSNER James D. Kirsner		Director		November 18, 2011
/S/ WILLIAM J. LANSING William J. Lansing		Director		November 18, 2011

 

99

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/S/ RAHUL N. MERCHANT Rahul N. Merchant		Director		November 18, 2011
/S/ DAVID A. REY David A. Rey		Director		November 18, 2011
/S/ MARGARET L. TAYLOR Margaret L. Taylor		Director		November 18, 2011
/S/ DUANE E. WHITE Duane E. White		Director		November 18, 2011

 

100

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EXHIBIT INDEX

To Fair Isaac Corporation

Report On Form 10-K For The Fiscal Year Ended September 30, 2010

 

Exhibit Number		Description
3.1		By-laws of the Company.		Incorporated by Reference
3.2		Composite Restated Certificate of Incorporation of Fair Isaac Corporation.		Incorporated by Reference
4.1		Rights Agreement dated as of August 8, 2001, between Fair, Isaac and Company, Incorporated and Mellon Investor Services LLC, which includes as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights.		Incorporated by Reference
4.2		Amendment Number 1, dated May 21, 2009, to the Rights Agreement between Fair, Isaac and Company, Incorporated and Mellon Investor Services LLC.		Incorporated by Reference
4.3		Form of Rights Certificate. (Included in Exhibit 4.1.)		Incorporated by Reference
10.1		Amended and Restated Credit Agreement among Fair Isaac, Wells Fargo Bank, N.A., U.S. Bank N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A. and Deutsche Bank AG, NY Branch, dated July 23, 2007.		Incorporated by Reference
10.2		Form of Note Purchase Agreement, dated May 7, 2008, between Fair Isaac Corporation and the Purchasers listed on Schedule A thereto, which includes as Exhibits 1-4 the form of Senior Note for each of Series A, B, C and D (excluding certain schedules and exhibits thereto, which Fair Isaac Corporation agrees to furnish to the Securities and Exchange Commission upon request).		Incorporated by Reference
10.3		Form of Note Purchase Agreement, dated July 14, 2010, between Fair Isaac Corporation and the Purchasers listed on Schedule A thereto, which includes as Exhibits 1-4 the form of Senior Note for each of Series E, F, G and H (excluding certain schedules and exhibits thereto, which Fair Isaac Corporation agrees to furnish to the Securities and Exchange Commission upon request).		Incorporated by Reference
10.4		Voting Agreement dated May 21, 2009 by and between Fair Isaac Corporation and Southeastern Asset Management, Inc.		Incorporated by Reference
10.5		Amended and Restated Agreement dated December 4, 2008, between the Company and the Sandell Group.		Incorporated by Reference
10.6		Amendment Number 1, dated July 29, 2009, to the Amended and Restated Agreement between the Company and the Sandell Group.		Incorporated by Reference
10.7		Fair Isaac Corporation 1992 Long-Term Incentive Plan, as amended effective May 4, 2010.		Incorporated by Reference
10.8		Form of Non-Qualified Stock Option Agreement under 1992 Long-term Incentive Plan, as amended effective July 18, 2007.		Incorporated by Reference
10.9		Form of Nonstatutory Stock Option Agreement for Initial Grants to Non-Employee Directors under 1992 Long-term Incentive Plan.		Incorporated by Reference

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10.10		Form of Restricted Stock Unit Agreement under 1992 Long-term Incentive Plan, as amended effective July 18, 2007.		Incorporated by Reference
10.11		Form of Restricted Stock Agreement under 1992 Long-Term Incentive Plan.		Incorporated by Reference
10.12		HNC’s 1995 Directors Stock Option Plan, as amended through April 30, 2000.		Incorporated by Reference
10.13		HNC’s Form of 1995 Directors Stock Option Plan Option Agreement and Stock Option Exercise Agreement.		Incorporated by Reference
10.14		Fair, Isaac Supplemental Retirement and Savings Plan, as amended and restated effective January 1, 2009.		Incorporated by Reference
10.15		Stock Option Agreement with A. George Battle entered into as of February 5, 2002.		Incorporated by Reference
10.16		Management Incentive Plan, Fiscal 2012.		Filed Previously
10.17		Form of Indemnity Agreement entered into by the Company with the Company’s directors and executive officers.		Incorporated by Reference
10.18		Form of Management Agreement entered into with each of the Company’s executive officers (except Dr. Mark N. Greene, Mark R. Scadina and Laurent F. Pacalin).		Incorporated by Reference
10.19		Management Agreement entered into with Dr. Mark N. Greene.		Incorporated by Reference
10.20		Management Agreement entered into with Mark R. Scadina.		Incorporated by Reference
10.21		Management Agreement entered into with Laurent F. Pacalin.		Incorporated by Reference
10.22		Employment Agreement dated February 13, 2007, by and between Fair Isaac and Dr. Mark Greene		Incorporated by Reference
10.23		Letter Agreement entered into on June 30, 2008 by and between Fair Isaac Corporation and Dr. Mark N. Greene.		Incorporated by Reference
10.24		Offer Letter entered into on May 29, 2007 with Mark R. Scadina.		Incorporated by Reference
10.25		Letter Agreement dated January 12, 2009 by and between the Company and Deborah Kerr.		Incorporated by Reference
10.26		Letter Agreement dated January 15, 2010 by and between the Company and Charles Ill.		Incorporated by Reference
10.27		Letter Agreement dated July 28, 2010 by and between the Company and Jordan Graham.		Incorporated by Reference
10.28		Letter Agreement entered into on March 11, 2009 by and between Fair Isaac Corporation and Thomas Bradley.		Incorporated by Reference
10.29		Letter providing terms of offer of employment by the Company to Michael H. Campbell dated April 15, 2005.		Incorporated by Reference
10.30		Letter Agreement entered into on October 18, 2007 by and between Fair Isaac Corporation and Michael H. Campbell		Incorporated by Reference
10.31		Letter Agreement entered into on June 30, 2008 by and between Fair Isaac Corporation and Michael H. Campbell.		Incorporated by Reference
10.32		Transition Agreement dated November 16, 2009 by and between Fair Isaac Corporation and Michael H. Campbell.		Incorporated by Reference

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10.33		2003 Employment Inducement Award Plan as amended effective May 15, 2005.		Incorporated by Reference
10.34		Transition Agreement dated November 19, 2010 by and between the Company and Thomas A. Bradley.		Incorporated by Reference
10.35		Credit Agreement dated September 27, 2011 among the Company, Wells Fargo Securities, LLC, U.S. Bank National Association, and Wells Fargo Bank, National Association.		Incorporated by Reference
12.1		Computations of ratios of earnings to fixed charges.		Filed Previously
21.1		List of Company’s subsidiaries.		Filed Previously
23.1		Consent of Deloitte & Touche LLP, independent registered public accounting firm.		Filed Electronically
31.1		Rule 13a-14(a)/15d-14(a) Certification of CEO.		Filed Electronically
31.2		Rule 13a-14(a)/15d-14(a) Certification of CFO.		Filed Electronically
32.1		Section 1350 Certifications of CEO.		Filed Electronically
32.2		Section 1350 Certifications of CFO.		Filed Electronically
101.INS*		XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

 

*

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-114365, No. 333 114364, No. 333-102849, No. 333-102848, No. 333-97695, No. 333-66332, No. 333 66348, No. 333-32309, No. 333-32398, No. 333-32396, No. 333-95889, No. 333-83905, No. 333-65179, No. 333-02121, No. 333-121243, No. 333-123750, No. 333-123751, No. 333-133268, No. 333-142683, and No. 333-150838 on Form S-8 of our report dated November 18, 2011, relating to the consolidated financial statements of Fair Isaac Corporation and subsidiaries and the effectiveness of Fair Isaac Corporation’s internal control over financial reporting, appearing in this Annual Report on Form 10-K/A of Fair Isaac Corporation for the year ended September 30, 2011.

/s/ Deloitte & Touche LLP

Minneapolis, MN

November 18, 2011

Exhibit 31.1

CERTIFICATIONS

I, Mark N. Greene, certify that:

 

1.	I have reviewed this annual report on Form 10-K/A of Fair Isaac Corporation;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 18 , 2011

 

/s/ MARK N. GREENE

Mark N. Greene

Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Michael J. Pung, certify that:

 

1.	I have reviewed this annual report on Form 10-K/A of Fair Isaac Corporation;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 18, 2011

 

/s/ MICHAEL J. PUNG

Michael J. Pung

Chief Financial Officer

Exhibit 32.1

CERTIFICATION UNDER SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Fair Isaac Corporation.

 

Date: November 18, 2011		/s/ MARK N. GREENE
		Mark N. Greene
		Chief Executive Officer

Exhibit 32.2

CERTIFICATION UNDER SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Fair Isaac Corporation.

 

Date: November 18, 2011		/s/ MICHAEL J. PUNG
		Michael J. Pung
		Chief Financial Officer