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As filed with the Securities and Exchange Commission on April 1, 1996. Registration No. - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FAIR, ISAAC AND COMPANY, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 94-1499887 ---------------------- ------------------------ (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 120 North Redwood Drive San Rafael, California 94903 ---------------------- ------------------------ (Address of Principal (Zip Code) Executive Offices) FAIR, ISAAC AND COMPANY, INCORPORATED 1992 LONG-TERM INCENTIVE PLAN ----------------------------- (Full title of the plan) Copy to: PETER L. McCORKELL, ESQ. Senior Vice President, Secretary BLAIR W. WHITE, ESQ. and General Counsel Pillsbury Madison & Sutro LLP FAIR, ISAAC AND COMPANY, Post Office Box 7880 INCORPORATED San Francisco, CA 94120-7880 120 North Redwood Drive (415) 983-1000 -------------------------------- San Rafael, CA 94903 (415) 472-2211 - ----------------------------------- (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
_________________ The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. - --------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Title of Amount Proposed Maximum Proposed Maximum Amount of Securities To To Be Offering Price Aggregate Registration Be Registered Registered Per Share(1) Offering Price(1) Fee(1) - -------------------------------------------------------------------------------- Common Stock 1,000,000 shares $30.375 $30,375,000 $10,474.21 - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee on the basis of the last sale price as reported on the NASDAQ Stock Market on March 28, 1996. PART II - INFORMATION REQUIRED PURSUANT TO ------------------------------------------ GENERAL INSTRUCTION E TO FORM S-8 --------------------------------- GENERAL INSTRUCTION E INFORMATION This Registration Statement relates to the registration of the offer and sale of 1,000,000 additional shares of Common Stock under the Fair, Isaac and Company, Incorporated 1992 Long-Term Incentive Plan. Pursuant to General Instruction E of Form S-8, the contents of Part I and Part II (excluding Item 8 thereof) of the Registrant's Registration Statement on Form S-8 with respect to such plan (Commission File No. 33-63428) are incorporated herein by reference. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1995. (2) The information with regard to the Registrant's common stock contained in the Registrant's Registration Statement on Form 8-A (Commission File No. 0-16439) filed with the Commission pursuant to Section 12 of the Securities and Exchange Act of 1934, including any subsequent amendment or report filed for the purpose of updating such information. (3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1995, filed pursuant to Section 13 of the Exchange Act. (4) All other reports filed by the Registrant since September 30, 1995 with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 8. Exhibits. - ------ -------- See Index to Exhibits on page 5. SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the 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 Registra- tion Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Rafael, State of California, on March 29, 1996. FAIR, ISAAC AND COMPANY, INCORPORATED By /s/PETER L. MCCORKELL --------------------------------- Peter L. McCorkell Senior Vice President, Secretary and General Counsel POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints PETER L. McCORKELL his true and lawful attorney-in-fact, with full power of substitution, for him, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, 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 Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated: Signature Title Date --------- ----- ---- /s/LARRY E. ROSENBERGER President, Chief Executive March 29, 1996 - ----------------------------- Larry E. Rosenberger Officer (Principal Executive Officer) and Director /s/GERALD DE KERCHOVE Executive Vice President, March 29, 1996 - ----------------------------- Gerald de Kerchove Chief Financial Officer (Principal Financial Officer) /s/PATRICIA COLE Controller (Principal March 29, 1996 - ----------------------------- Patricia Cole Accounting Officer) /s/ROBERT D. SANDERSON Director March 29, 1996 - ----------------------------- Robert D. Sanderson -3- /s/JOHN D. WOLDRICH Director March 29, 1996 - ----------------------------- John D. Woldrich /s/H. ROBERT HELLER Director March 29, 1996 - ----------------------------- H. Robert Heller /s/GUY R. HENSHAW Director March 29, 1996 - ----------------------------- Guy R. Henshaw /s/DAVID S.P. HOPKINS Director March 29, 1996 - ----------------------------- David S.P. Hopkins /s/ROBERT M. OLIVER Director March 29, 1996 - ----------------------------- Robert M. Oliver /s/BRYANT J. BROOKS Director March 29, 1996 - ----------------------------- Bryant J. Brooks -4- INDEX TO EXHIBITS ----------------- Sequentially Exhibit Numbered Number Exhibit Page - ------ ------- ------------ 5.1 Opinion of Pillsbury Madison & Sutro 6 LLP as to the legality of the securities being registered. 23.1 Consent of Pillsbury Madison & Sutro 6 LLP (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 7 24.1 Power of Attorney (see page 3). 3 -5-
EXHIBIT 5.1 ----------- March 29, 1996 Fair, Isaac and Company, Incorporated 120 North Redwood Drive San Rafael, CA 94903 Re: Registration Statement on Form S-8 for the Fair, Isaac and Company, Incorporated 1992 Long-Term Incentive Plan Gentlemen: With reference to the Registration Statement on Form S-8 to be filed by Fair, Isaac and Company, Incorporated, a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933 relating to 1,000,000 additional shares of the Company's Common Stock issuable pursuant to the 1992 Long-Term Incentive Plan (the "Plan"), it is our opinion that such shares of the Common Stock of the Company, when issued and sold in accordance with the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/PILLSBURY MADISON & SUTRO LLP E-9372
EXHIBIT 23.2 ------------ Consent of Independent Auditors ------------------------------- The Board of Directors Fair, Isaac and Company, Incorporated: We consent to incorporation by reference in this registration statement on Form S-8 of Fair, Isaac and Company, Incorporated of our report dated October 25, 1995, relating to the consolidated balance sheets of Fair, Isaac and Company, Incorporated and subsidiaries as of September 30, 1995 and 1994, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended September 30, 1995, and the related financial statement schedule, which report appears in the September 30, 1995, annual report on Form 10-K of Fair, Isaac and Company, Incorporated. /s/KPMG Peat Marwick LLP San Francisco, California March 29, 1996