As filed with the Securities and Exchange Commission on April 13, 2006

Registration Number 333-          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

FAIR ISAAC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		94-1499887
(State of incorporation)		(I.R.S. Employer Identification Number)

901 Marquette Avenue, Suite 3200
Minneapolis, Minnesota 55402-3232
(Address of principal executive offices)

FAIR ISAAC CORPORATION
1992 LONG-TERM INCENTIVE PLAN
(Full title of the plan)

Andrea M. Fike, Esq.
Vice President, General Counsel and Secretary
Fair Isaac Corporation
901 Marquette Avenue, Suite 3200
Minneapolis, Minnesota 55402-3232
(612) 758-5260
(Name, address and telephone number of agent for service)

Calculation of Registration Fee

Title of

Proposed

Proposed

Securities

Amount

maximum

maximum

to be

to be

offering price

aggregate

Amount of

registered

registered

per share (1)

offering price (1)

Registration fee

Common Stock, par value $.01, including Preferred Stock Purchase Rights (2)

2,553,431 shares

$

39.75

$

101,498,882

$

10,860.38

(1)

Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on April 6, 2006.

(2)

Prior to the occurrence of certain events, the Preferred Stock Purchase Rights will not be evidenced separately from the Common Stock.

 

 

EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,553,431 shares of the Common Stock, including Preferred Stock Purchase Rights, of Fair Isaac Corporation (the “Company”) to be issued pursuant to the Fair Isaac Corporation 1992 Long-term Incentive Plan (the “Plan”).

     In accordance with Section E of the General Instructions to Form S-8, the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on May 27, 1993 (File No. 33-63426), April 1, 1996 (File No. 333-02121), October 1, 1998 (File No. 333-65179), July 28, 1999 (File No. 333-83905), March 14, 2000 (File No. 333-32398 ), July 31, 2001 (File No. 333-66348), January 30, 2003 (No. 333-102848), April 9, 2004 (File No. 333-114365) and April 1, 2005 (File No. 333-123751) are hereby incorporated by reference.

Item 8. Exhibits

Exhibit		Description
4.1		Composite Certificate of Incorporation of the Company, as amended. (Incorporated by reference to Exhibit 4.1 to Company’s Registration Statement on Form S-8 (File No. 333-114364) filed on April 9, 2004.)
4.2		By-Laws of the Company, as of April 1, 2004. (Incorporated by reference to Exhibit 4.2 to Company’s Registration Statement on Form S-8 (File No. 333-114364) filed on April 9, 2004.)
4.3		Rights Agreement dated as of August 9, 2001 between Fair, Isaac and Company, Incorporated and Mellon Investor Services LLC. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A (File No. 001-11689) filed on August 10, 2001.)
4.4		Fair Isaac Corporation 1992 Long-term Incentive Plan, as amended effective May 15, 2005. (Incorporated by reference to Exhibit 10.45 to the Company’s report on Form 10-Q for the fiscal quarter ended June 30, 2005.)
5		Opinion of Faegre & Benson LLP.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Independent Registered Public Accounting Firm.
23.3		Consent of Faegre & Benson LLP. (Included in Exhibit 5.)
24		Powers of Attorney.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 Minneapolis, State of Minnesota, on April 13, 2006.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name and Signature		Title		Date
/s/ Thomas G. Grudnowski   Thomas G. Grudnowski		President, Chief Executive Officer and Director (Principal Executive Officer)		April 13, 2006
/s/ Charles M. Osborne   Charles M. Osborne		Vice President and Chief Financial Officer (Principal Financial Officer)		April 13, 2006
/s/ Michael J. Pung   Michael J. Pung		Vice President, Finance (Principal Accounting Officer)		April 13, 2006
A. George Battle*		Director		April 13, 2006
Andrew Cecere*		Director		April 13, 2006
Tony J. Christianson*		Director		April 13, 2006
Alex W. Hart*		Director		April 13, 2006
Guy R. Henshaw*		Director		April 13, 2006
William J. Lansing*		Director		April 13, 2006
Margaret L. Taylor*		Director		April 13, 2006

*

Charles M. Osborne, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the Registrant pursuant to powers of attorney duly executed by each person.

EXHIBIT INDEX

Exhibit		Description
4.1		Composite Certificate of Incorporation of the Company, as amended. (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8 (File No. 333-114364) filed on April 9, 2004.)
4.2		By-Laws of the Company, as of April 1, 2004. (Incorporated by reference to Exhibit 4.2 to Company’s Registration Statement on Form S-8 (File No. 333-114364) filed on April 9, 2004.)
4.3		Rights Agreement dated as of August 9, 2001 between Fair, Isaac and Company, Incorporated and Mellon Investor Services LLC. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A (File No. 001-11689) filed on August 10, 2001.)
4.4		Fair Isaac Corporation 1992 Long-term Incentive Plan, as amended effective May 15, 2005. (Incorporated by reference to Exhibit 10.45 to the Company’s report on Form 10-Q for the fiscal quarter ended June 30, 2005.)
5*		Opinion of Faegre & Benson LLP.
23.1*		Consent of Independent Registered Public Accounting Firm.
23.2*		Consent of Independent Registered Public Accounting Firm.
23.3*		Consent of Faegre & Benson LLP. (Included in Exhibit 5.)
24*		Powers of Attorney.