As filed with the Securities and Exchange Commission on March 6, 2020.
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORMS-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
(408)535-1500
(Name, Address and Telephone Number of Agent for Service)
Copy to:
W. Morgan Burns
Faegre Drinker Biddle & Reath 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, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | |||
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ☐ | |||
| Emerging Growth Company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities To Be Registered | Amount To Be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Offering Price (2) | Amount of Registration Fee (2) | ||||
Common Stock, $.01 par value | 1,250,000 | $366.205 | $457,756,250 | $59,416.77 | ||||
| ||||||||
| ||||||||
| (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 28, 2020. |
EXPLANATORY NOTE
This Registration Statement on FormS-8 is being filed for the purpose of registering an additional 1,250,000 shares of the Registrant’s Common Stock to be issued pursuant to the Fair Isaac Corporation 2012Long-Term Incentive Plan (the “Plan”). In accordance with Section E of the General Instructions to FormS-8, the Registration Statement previously filed with the Securities and Exchange Commission relating to the Plan (FileNo. 333-179417) is incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
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 FormS-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 6th day of March, 2020.
| 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 March 6, 2020 by the following persons in the capacities indicated, including a majority of the Registrant’s directors:
| Name | Title | |||
/s/ William J. Lansing | Chief Executive Officer and Director | |||
William J. Lansing Principal Executive Officer | ||||
/s/ Michael I. McLaughlin | Executive Vice President and Chief Financial Officer | |||
Michael I. McLaughlin Principal Financial Officer | ||||
/s/ Michael S. Leonard | Vice President and Chief Accounting Officer | |||
Michael S. Leonard Principal Accounting Officer | ||||
* | Director | |||
| Braden R. Kelly | ||||
* | Director | |||
| Fabiola R. Arredondo | ||||
* | Director | |||
| A. George Battle | ||||
* | Director | |||
| James D. Kirsner | ||||
* | Director | |||
| Eva Manolis | ||||
* | Director | |||
| Marc F. McMorris | ||||
* | Director | |||
| Joanna Rees | ||||
* | Director | |||
David A. Rey | ||||
| *By: | /s/ Mark R. Scadina | |||
| Mark R. Scadina | ||||
| Attorney-in-Fact |
