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)
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December
3, 2008
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FAIR
ISAAC CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-11689
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94-1499887
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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901
Marquette Avenue, Suite 3200
Minneapolis,
Minnesota
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55402-3232
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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612-758-5200
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(Former
name or former address, if changed since last
report.)
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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):
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On December 4, 2008, Fair Isaac
Corporation (the "Company") and certain stockholders of the Company that are
affiliated with Sandell Asset Management Corp. (collectively, the "Sandell
Group") entered into an agreement (the "Agreement"), pursuant to which, among
other things, the Company agreed to propose four director nominees (the
"Nominees"), including John S. McFarlane, current directors Nick Graziano and
Allan Loren, and an individual selected by the Company's Board of Directors
("Board") who is reasonably acceptable to the Sandell Group, for election at the
Company's 2009 annual meeting of stockholders ("Annual
Meeting"). Pursuant to the Agreement, the Sandell Group will cause
all shares of the Company's common stock beneficially owned by it to be present
and voted in favor of the Nominees and the six other current members of the
Board who stand for reelection and who are recommended by the Board at the 2009
Annual Meeting. The Agreement also provides that if the Sandell
Group's beneficial ownership of the Company's common stock becomes less than
three percent (3%) of the outstanding shares as a result of Sandell Group
transfers, then upon a majority vote of the Company's Board, other than the
Nominees, each of Mr. Graziano, Mr. Loren and Mr. McFarlane shall immediately
tender their resignations from the Board. In the event Mr. Graziano,
Mr. Loren or Mr. McFarlane is unable to perform his duties or dies following
execution of the Agreement through his term of office as a director, or, in the
case of Mr. Graziano, is no longer associated with the Sandell Group, the
Agreement provides that each may be replaced by a designee of the Sandell Group
who is reasonably acceptable to the Board.
The Agreement also contains certain
restrictions on the Sandell Group, which generally terminate eighty (80) days
prior to the date of the Company's 2010 Annual Meeting of Stockholders (or a
shorter period if the Company extends the period for advance notice of
nominations of directors or proposals under its bylaws) (the "Standstill
Period"). During the Standstill Period, the Sandell Group is
restricted from increasing its investment in the Company above ten percent (10%)
of the Company's outstanding shares of common stock. During the
Standstill Period, the Sandell Group is also restricted, subject to certain
limited exceptions appearing in the Agreement, from activities with respect to:
(i) influence or control of Company management or obtaining Board
representation, engaging in activities in opposition to the Board
recommendations or submitting any proposal or director nomination to the
Company's stockholders, or soliciting, encouraging or in any way participating
in the solicitation of any proxies with respect to any voting securities of the
Company; (ii) participation in any "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934 other than the Sandell Group;
(iii) public disparagement of any member of the Board or Company management; and
(iv) certain transfers of Company common stock without the prior written consent
of the Company.
This summary of the Agreement is not
complete and is qualified by reference to the entire Agreement, which is
attached hereto as Exhibit 10.1 to this Current Report and incorporated herein
by reference.
Item 5.02
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Departure
of Directors or Certain Officers; Election of
Directors;
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Appointment
of Certain Officers; Compensatory Arrangements of
Certain
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Officers.
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On December 3, 2008, Guy R. Henshaw and
Tony J. Christianson each notified the Company that neither director will stand
for re-election to the Board at the 2009 Annual Meeting. Guy R. Henshaw has
served as a member of the Board since February 1994. Tony J.
Christianson has served as a member of the Board since November
1999.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
10.1
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Agreement
dated December 4, 2008, between the Company and the Sandell
Group
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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.
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FAIR
ISAAC CORPORATION
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Date
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December
9, 2008
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/s/
Mark R. Scadina |
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Mark
R. Scadina
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Senior
Vice President, General Counsel and Secretary
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Agreement
dated December 4, 2008, between the Company and the Sandell
Group
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