View:
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
DATE OF REPORT (date of earliest event reported): APRIL 23, 1997
Commission File Number
0-16439
FAIR, ISAAC AND COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 94-1499887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 North Redwood Drive, San Rafael, California 94903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 472-2211
ITEM 5. Other Events
On April 23, 1997, the Registrant issued the press release attached hereto
as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of the Registrant dated April 23, 1997.
SIGNATURES
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 thereunto duly authorized.
FAIR, ISAAC AND COMPANY, INCORPORATED
DATE: April 23, 1997
By: /s/ Peter L. McCorkell
-------------------------------------
Peter L. McCorkell
Senior Vice President, Secretary and
General Counsel
2
Exhibit Index
To Fair, Isaac and Company, Incorporated
Report on Form 8-K dated April 23, 1997
Sequentially
Exhibit No. Exhibit Numbered Page
- ----------- ------- -------------
99.1 Press Release dated April 23, 1997. 4
3
Fair Isaac Logo
PRESS RELEASE
FOR IMMEDIATE RELEASE NYSE SYMBOL: FIC
Contact: H. Robert Heller
(415) 472-2211
April 23, 1997
FAIR, ISAAC TO ACQUIRE RISK MANAGEMENT TECHNOLOGIES
San Rafael, California--Fair, Isaac and Company, Incorporated today announced
that it has entered into a preliminary agreement to acquire Risk Management
Technologies ("RMT"), a privately-held company based in Berkeley, California.
RMT is the leading provider of enterprise-wide risk management and
performance-measurement solutions to major financial institutions, worldwide.
Fair, Isaac pioneered the development of credit scoring and automated credit
decision systems used by most large U.S. credit issuers and, increasingly, major
lenders around the world.
The merger, which will be accomplished through a stock swap valued at $46
million, is expected to close before July 1, and will be accounted for as a
pooling of interests.
Founded in 1989, RMT now has a staff of about 50. In 1996, the company recorded
revenues of $7.2 million, more than double the 1995 level. Revenues principally
come from licensing of The RADAR System(TM), RMT's integrated financial decision
support software, and from implementation and consulting services. In addition,
the company licenses RMT Genesis(TM), a graphical client-server application that
assists in the creation and optimal use of data warehouses. Strategic
partnerships with IBM, Digital Equipment Corporation and Informix leverage RMT's
marketing and implementation resources.
The acquisition will enable Fair, Isaac to extend its franchise in providing
data-driven decision tools to the financial services industry beyond its current
focus on individual customers. Fair, Isaac will use its established sales and
marketing channels to distribute RMT's products and services to both new and
existing customers, thus expanding the company's array of data-based decision
tools to support an institution's entire financial risk management picture.
- more -
120 NORTH REDWOOD DRIVE
SAN RAFAEL, CA 94903 1996 USA
TEL: 415.472.2211 FAX: 415.492.9381
"Fair, Isaac continually seeks opportunities to build on our core expertise of
data analysis and predictive modeling in financial services and other
industries," said Fair, Isaac President and CEO Larry Rosenberger. "RMT is also
in the business of helping companies make better decisions through data. Our two
companies are well matched with regard to business purpose, the clients we serve
and corporate culture."
Risk Management Technologies Chairman and CEO David LaCross noted, "RMT and
Fair, Isaac already share a common vision: to help financial institutions make
better use of detailed institution-wide data to improve decision-making and
risk-adjusted return. Together we plan to lead the next evolution in decision
support technology for total risk management--the integration of interest rate
risk management with credit risk management in a common strategic view. Our
complementary strengths bring that goal much closer today."
"We at Fair, Isaac are truly excited about joining forces with RMT," added H.
Robert Heller, Fair, Isaac Executive Vice President. "Together we plan to
pioneer new financial risk management techniques. Fair, Isaac's current
offerings focus largely on individual credit and account management decisions,
while RMT's technology is used by CFOs and other financial managers to tackle
enterprise-wide risk management. Together we can create the first integrated
risk management solutions that range from retail-level decision-making to
overall corporate strategy."
RMT was founded in 1989 to provide comprehensive decision support systems to
major financial institutions. Since entering the market in 1993 with a complete
asset-liability management product targeted at larger, more complex and
sophisticated institutions, RMT's client list has grown to include both U.S. and
international financial institutions such as Chase Manhattan Bank, First Union,
Wachovia, Wells Fargo, the UK's Abbey National, ANZ Bank in Melbourne and
Sumitomo Bank in Tokyo.
Fair, Isaac and Company and its wholly owned subsidiaries, DynaMark and Credit &
Risk Management Associates, provide predictive models, software systems and
components, data processing and database management services, and consulting to
the credit, insurance, health care and direct marketing industries. For the
fiscal year ended September 30, 1996, the company reported net income of $16.2
million or $1.27 per share on consolidated revenues of $148.7 million. Today the
company reported record earnings and revenues for the three- and six-month
periods ended March 31, 1997. For the first six months of the 1997 fiscal year,
net income was $9.58 million or $.74 per share on revenues of $88.0 million.
-end-