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Fair Isaac Corporation (Form: 8-K)  

 

UNITED STATES
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):   May 15, 2005

Fair Isaac Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 0-16439 94-1499887
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) 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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 15, 2005, the Board of Directors of Fair Isaac Corporation (the "Company") approved an amendment to Article 3.1 of the Company's By-laws to decrease the number of directors required to constitute the Board of Directors from nine (9) to eight (8), effective as of May 15, 2005. Article 3.1 of the Company's By-laws as amended is attached hereto as Exhibit 3.2 to this Current Report, and is incorporated herein by reference.





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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 hereunto duly authorized.

         
    Fair Isaac Corporation
          
May 17, 2005   By:   Andrea M. Fike
       
        Name: Andrea M. Fike
        Title: Vice President, General Counsel and Secretary

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Exhibit Index


     
Exhibit No.   Description
 
3.2
  By-laws Article 3.1 as Amended
EX-3.2

Fair Isaac Corporation
By-laws Article 3.1
As Amended

Current Report on Form 8-K
Exhibit 3.2

3.1 Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The number of directors which shall constitute the Board of Directors shall be eight (8). Directors need not be stockholders.