fair8k.htm
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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(Exact
name of registrant as specified in its
charter)
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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
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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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(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):
[
] 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))
Item
1.01. Entry into a Material Definitive
Agreement.
On
May 21, 2009, Fair Isaac Corporation (the “Company”), a Delaware corporation
entered into a voting agreement (the “Voting Agreement”) with Southeastern Asset
Management, Inc., a Tennessee corporation (“Southeastern”). The
Voting Agreement provides that Southeastern shall, if Southeastern and its
affiliates and associates beneficially own 15% or more of the shares of the
Company’s common stock then outstanding, vote, or cause to be voted, all such
shares of common stock in excess of 15% of the shares of common stock then
outstanding on all matters submitted to a vote of the Company’s stockholders in
accordance with the recommendation of the Company’s Board of Directors or, if
the Board of Directors does not make a recommendation, in proportion to the
votes cast by all stockholders other than Southeastern and its affiliates and
associates.
The
foregoing summary of the Voting Agreement is qualified by reference to the
Voting Agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference. The information set forth under Item 3.03 of
this report on Form 8-K is hereby incorporated herein by reference.
Item
3.03. Material Modification to Rights of
Security Holders.
On
May 21, 2009, the Company and Mellon Investor Services LLC, a New Jersey limited
liability company, as rights agent (the “Rights Agent”), entered into Amendment
No. 1 (the “Rights Agreement Amendment”) to the Rights Agreement, dated as of
August 9, 2001, by and between the Company and the Rights Agent. The
Rights Agreement Amendment amends the Rights Agreement to provide that
Southeastern and its affiliates and associates shall not be an Acquiring Person
(as defined in the Rights Agreement) so long as either: (A) Southeastern and its
affiliates and associates own less than 15% of the shares of the Company’s
common stock then outstanding or (B)(i) Southeastern and its affiliates and
associates own less than 20% of the shares of the Company’s common stock then
outstanding, (ii) the Voting Agreement is in full force and effect and (iii)
Southeastern has complied with all of its obligations under the Voting
Agreement. The Voting Agreement requires that Southeastern, if
Southeastern and its affiliates and associates beneficially own 15% or more of
the shares of the Company’s common stock then outstanding, vote, or cause to be
voted, all such shares of common stock in excess of 15% of the shares of common
stock then outstanding on all matters submitted to a vote of the Company’s
stockholders in accordance with the recommendation of the Company’s Board of
Directors or, if the Board of Directors does not make a recommendation, in
proportion to the votes cast by all stockholders other than Southeastern and its
affiliates and associates.
The
foregoing summary of the Rights Agreement Amendment is qualified by reference to
the Rights Agreement Amendment, which is attached hereto as Exhibit 4.1 and
incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
4.1
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Amendment
No. 1, dated as of May 21, 2009, to the Rights Agreement, dated as of
August 9, 2001, by and between the Company and Mellon Investor Services
LLC
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10.1
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Voting
Agreement, dated as of May 21, 2009, by and between the Company and
Southeastern Asset Management, Inc.
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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: May
21, 2009
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FAIR
ISAAC CORPORATION
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By:
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Name:
Mark R. Scadina
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Title: Executive
Vice President and General Counsel
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EXHIBIT
INDEX
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4.1
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Amendment
No. 1, dated as of May 21, 2009, to the Rights Agreement, dated as of
August 9, 2001, by and between the Company and Mellon Investor Services
LLC
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10.1
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Voting
Agreement, dated as of May 21, 2009, by and between the Company and
Southeastern Asset Management,
Inc.
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