As filed with the Securities and Exchange Commission on February 22, 2017.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

 

 

FAIR ISAAC CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware
  94-1499887

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

181 Metro Drive, Suite 700

San Jose, California

  95110
(Address of Principal Executive Offices)   (Zip Code)

FAIR ISAAC CORPORATION

2012 LONG-TERM INCENTIVE PLAN

(Full Title of the Plan)

Mark R. Scadina

Executive Vice President, General Counsel and Secretary

Fair Isaac Corporation

181 Metro Drive, Suite 700

San Jose, California 95110

(Name and Address of Agent for Service)

Telephone number, including area code, of agent for service: 408-535-1500

 

 

Copies to:

W. Morgan Burns

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402-3901

(612) 766-7000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):

 

Large Accelerated Filer   ☒    Accelerated Filer   ☐
Non-accelerated Filer   ☐    Smaller Reporting Company   ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities To Be Registered   Amount To Be
Registered (1) 		 

Proposed Maximum
Offering Price

Per Share (2)

 

Proposed Maximum
Aggregate

Offering Price (2)

  Amount of
Registration
Fee (2)

Common Stock, $.01 par value

  2,000,000   $129.475   $258,950,000.00   $30,012.31

 

 

(1) This registration statement also will cover any additional shares of Common Stock that become issuable under the 2012 Long-Term Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s Common Stock.
(2) Offering price estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 based on the average of the high and low sale prices per share of the Registrant’s Common Stock as quoted on the New York Stock Exchange on February 16, 2017.

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,000,000 shares of the Registrant’s Common Stock to be issued pursuant to the Fair Isaac Corporation 2012 Long-Term Incentive Plan (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the Registration Statement previously filed with the Securities and Exchange Commission relating to the Plan (File No. 333-179417) is incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

  4.1    Composite Restated Certificate of Incorporation of Fair Isaac Corporation. (Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended December 31, 2009 (File No. 001-11689).)
  4.2    Bylaws of Fair Isaac Corporation. (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended December 31, 2009 (File No. 001-11689).)
  5    Opinion of Faegre Baker Daniels LLP, counsel for the Registrant.
23.1    Consent of Faegre Baker Daniels LLP. (Contained in Exhibit 5 to this Registration Statement.)
23.2    Consent of Independent Registered Public Accounting Firm.
24    Powers of Attorney.
99    Fair Isaac Corporation 2012 Long-Term Incentive Plan, as amended as of February 15, 2017.

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 Jose, State of California on the 22nd day of February, 2017.

 

FAIR ISAAC CORPORATION
By:  

/s/ Mark R. Scadina

  Mark R. Scadina
  Executive Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on February 22, 2017 by the following persons in the capacities indicated, including a majority of the Registrant’s directors:

 

Name

       

Title

/s/ William J. Lansing

William J. Lansing

Principal Executive Officer

      Chief Executive Officer and Director

/s/ Michael J. Pung

Michael J. Pung

Principal Financial Officer

      Executive Vice President and Chief Financial Officer

/s/ Michael S. Leonard

Michael S. Leonard

Principal Accounting Officer

      Vice President and Chief Accounting Officer

*

Braden R. Kelly

      Director

*

A. George Battle

      Director

*

Mark W. Begor

      Director

*

Greg R. Gianforte

      Director

*

James D. Kirsner

      Director

*

Marc F. McMorris

      Director

*

Joanna Rees

      Director

*

David A. Rey

      Director

 

  *By:  

/s/ Mark R. Scadina

    Mark R. Scadina
    Attorney-in-Fact

INDEX TO EXHIBITS

 

No.

  

Description

  

Manner of Filing

  4.1    Composite Certificate of Incorporation    Incorporated by Reference
  4.2    Bylaws    Incorporated by Reference
  5    Opinion of Faegre Baker Daniels LLP, counsel for the Registrant    Filed Electronically
23.1    Consent of Faegre Baker Daniels    Contained in Exhibit 5 to this Registration Statement
23.2    Consent of Independent Registered Public Accounting Firm.    Filed Electronically
24    Powers of Attorney    Filed Electronically
99    Fair Isaac Corporation 2012 Long-Term Incentive Plan, as amended as of February 15, 2017    Filed Electronically
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