As filed with the Securities and Exchange Commission on July ___, 2001.
Registration No. 333 -___
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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.)
200 Smith Ranch Road
San Rafael, California 94903
(Address of Principal Executive Offices) (Zip Code)
FAIR, ISAAC AND COMPANY, INCORPORATED
1992 LONG-TERM INCENTIVE PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
HENK J. EVENHUIS Copy to:
Vice President, Finance
and Chief Financial Officer BLAIR W. WHITE, ESQ.
FAIR, ISAAC AND COMPANY, Pillsbury Winthrop LLP
INCORPORATED Post Office Box 7880
200 Smith Ranch Road San Francisco, CA 94120-7880
San Rafael, CA 94903
(415) 472-2211 (415) 983-1000
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(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- ----------------------------- ------------------------ -------------------------- -------------------------- -----------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee
- ----------------------------- ------------------------ -------------------------- -------------------------- -----------------------
Common Stock 581,562 shares $ 63.93 (1) $37,179,258.66 (1) $ 9,294.81
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee on the basis of the average of the high and low prices as
reported on the New York Stock Exchange on July 26, 2001.
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The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
PART II - INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of increasing
the number of shares of the Registrant's Common Stock for which a Registration
Statement of the Registrant on Form S-8 relating to the same employee benefit
plan is effective.
The Registrant's Registration Statements on Form S-8 filed with the
Securities and Exchange Commission on May 27, 1993 (No. 33-63426), April 1, 1996
(No. 333-02121), October 1, 1998 (No. 333-65179), July 28, 1999 (No. 333-83905)
and February 1, 2000 (No. 333-95889) are hereby incorporated 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, 2000.
(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 quarters
ended December 31, 2000 and March 31, 2001 filed pursuant to Section 13 of the
Exchange Act.
(4) The Company's Current Report on Form 8-K filed with the Commission on
June 1, 2001.
(5) All other reports filed by the Registrant since September 30, 2000 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, as
amended (the "Exchange Act"), 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
Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Winthrop LLP as to the legality of the
securities being registered.
23.1 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (see page 3).
-2-
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Rafael, State of California, on July __, 2001.
FAIR, ISAAC AND COMPANY, INCORPORATED
By /s/ HENK J. EVENHUIS
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Henk J. Evenhuis
Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints HENK J. EVENHUIS 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/ THOMAS G. GRUDNOWSKI President, Chief Executive Officer July 31, 2001
- --------------------------------- (Principal Executive Officer) and Director
Thomas G. Grudnowski
/s/ HENK J. EVENHUIS Vice President and July 31, 2001
- --------------------------------- Chief Financial Officer
Henk J. Evenhuis (Principal Financial Officer)
/s/ JONATHAN R. BOND Vice President of Finance, July 31, 2001
- --------------------------------- Corporate Controller
Jonathan R. Bond (Principal Accounting Officer)
/s/ A. GEORGE BATTLE Director July 31, 2001
- ---------------------------------
A. George Battle
/s/ TONY J. CHRISTIANSON Director July 31, 2001
- ---------------------------------
Tony J. Christianson
/s/ MARGARET L. TAYLOR Director July 31, 2001
- ---------------------------------
Margaret L. Taylor
3
/s/ GUY R. HENSHAW Director July 31, 2001
- ---------------------------------
Guy R. Henshaw
/s/ DAVID S.P. HOPKINS Director July 31, 2001
- ---------------------------------
David S.P. Hopkins
/s/ ROBERT M. OLIVER Director July 31, 2001
- ---------------------------------
Robert M. Oliver
4
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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5.1 Opinion of Pillsbury Winthrop LLP as to the legality of the
securities being registered.
23.1 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (see page 3).
5
EXHIBIT 5.1
July 31, 2001
Fair, Isaac and Company, Incorporated
200 Smith Ranch Road
San Rafael, CA 94903
Re: Registration Statement on Form S-8 for the Fair, Isaac and Company,
Incorporated 1992 Long-Term Incentive Plan
Ladies and 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 581,562 additional shares of the Company's common stock, par value
$0.01 per share (the "Common Stock"), issuable pursuant to the Company's 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 and Exhibit 23.1 to the Registration
Statement.
Very truly yours,
/s/ PILLSBURY WINTHROP LLP
EXHIBIT 23.2
Consent of KMPG LLP
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 reports dated October 27,
2000, relating to the consolidated balance sheets of Fair, Isaac and Company,
Incorporated and subsidiaries as of September 30, 2000 and 1999, and the related
consolidated statements of income and comprehensive income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
September 30, 2000, and the related consolidated financial statement schedule,
which reports appear in the September 30, 2000 annual report on Form 10-K of
Fair, Isaac and Company, Incorporated.
/s/ KPMG LLP
San Francisco, California
July 30, 2001