UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)                      August 9, 2007                     

FAIR ISAAC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		0-16439		94-1499887
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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

     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 (see General Instruction A.2. below):

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

 

 

Item 7.01. Regulation FD Disclosure.

     On August 9, 2007, Fair Isaac Corporation issued the press release furnished herewith as Exhibit 99.1 regarding the receipt of exercise notices relating to a repurchase option held by holders of its $400 million 1.5% Senior Convertible Notes due 2023.

Item 9.01. Financial Statements and Exhibits.

     (d)       Exhibits.

Exhibit		Description
99.1		Press Release dated August 9, 2007.

SIGNATURE

     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.

Date: August 9, 2007

EXHIBIT INDEX

Exhibit No.		Description		Manner of Filing
99.1		Press Release dated August 9, 2007.		Electronic

Investors & Analysts:
John D. Emerick, Jr.
Marcy K. Oelhafen
Fair Isaac Corporation
(800) 213-5542
investorrelations@fairisaac.com

Fair Isaac Announces Receipt of Repurchase Option Exercise Notices from
Certain Holders of its 1.5% Senior Convertible Notes Due 2023

MINNEAPOLIS—August 9, 2007—Fair Isaac Corporation (NYSE:FIC), which combines trusted advice, world-class analytics and innovative applications to help businesses make smarter decisions, today announced it has received repurchase option exercise notices from certain holders of its $400 million 1.5% Senior Convertible Notes due August 15, 2023 that will, if not rescinded, require the company to repurchase up to $129 million in aggregate principal amount of the notes. These exercise notices were delivered pursuant to the terms of a repurchase option included in the terms of the notes upon issuance. The ability of noteholders to deliver notice of the exercise of this repurchase option expired at the close of business on August 8, 2007.

Under the applicable indenture, any noteholder who has submitted the exercise notice covering its repurchase option has until the close of business on August 13, 2007 to rescind its exercise of this option. Following this deadline, all notes covered by exercise notices that have not been rescinded by the noteholder will be repurchased by the company pursuant to the terms set forth in the indenture. This repurchase will occur on the later of August 15, 2007 or proper presentation of the note to DTC. The applicable indenture provides for additional repurchase options that may require the company to repurchase the notes on August 15, 2008, August 15, 2013 or August 15, 2018, or upon a change of control, subject to compliance by the noteholders with the required exercise procedures in advance of those dates.

About Fair Isaac Corporation
Fair Isaac Corporation (NYSE:FIC) combines trusted advice, world-class analytics and innovative applications to help businesses make smarter decisions. Fair Isaac’s solutions and technologies for Enterprise Decision Management turn strategy into action and elevate business performance by giving organizations the power to automate more decisions, improve the quality of their decisions, and connect decisions across their business. Clients in 80 countries work with Fair Isaac to increase customer loyalty and profitability, cut fraud losses, manage credit risk, meet regulatory and competitive demands, and rapidly build market share. Fair Isaac also helps millions of individuals manage their credit health through the www.myFICO.com website. Learn more about Fair Isaac online at www.fairisaac.com.

Statement Concerning Forward-Looking Information
Except for historical information contained herein, the statements contained in this news release that relate to Fair Isaac or its business are forward-looking statements within the meaning of the

“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the success of the Company’s Enterprise Decision Management strategy, its ability to recruit and retain key technical and managerial personnel, the maintenance of its existing relationships and ability to create new relationships with customers and key alliance partners, its ability to continue to develop new and enhanced products and services, competition, regulatory changes applicable to the use of consumer credit and other data, the possibility that the anticipated benefits of acquisitions, including expected synergies, will not be realized and other factors that could affect the Company’s business and financial results that are described more fully under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Fair Isaac’s SEC reports, including its Annual Report on Form 10-K for the year ended September 30, 2006, and its quarterly report on Form 10-Q for the period ended June 30, 2007, which are on file with the SEC and available at the SEC’s website at www.sec.gov. All information, including forward-looking statements, set forth in this press release is as of August 9, 2007. Fair Isaac does not intend, and disclaims any obligation to update this information, including the forward-looking statements, to reflect future events or circumstances. Fair Isaac, however, reserves the right to update such information including forward-looking statements or any portion thereof at any time for any reason.

Fair Isaac, FICO, myFICO, FICO 08, Falcon, Blaze Advisor, TRIAD, Strategy Machine, FICO Expansion score, and PreScore are trademarks or registered trademarks of Fair Isaac Corporation in the United States and in other countries. Other company names contained in this release may be trademarks of their respective owners.