fair8a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A/A
AMENDMENT
NO. 2
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) or (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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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94-1499887
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(State
of incorporation or organization)
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(I.R.S.
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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Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of Each Class
to
be so Registered
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Name
of Each Exchange on Which
Each
Class is to be Registered
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Series
A Participating Preferred Stock Purchase Rights
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The
New York Stock Exchange
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If
this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
instruction A.(c), check the following box. x
If
this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. o
Securities
Act registration statement file number to which this form
relates: ____________ (if applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
None.
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(Title
of Class)
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(Title
of Class)
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EXPLANATORY
NOTE
This
Form 8-A/A further amends the Registration Statement on Form 8-A filed on August
10, 2001 by Fair Isaac Corporation (the “Company,” formerly Fair, Isaac and
Company, Incorporated), as previously amended by the Form 8-A/A filed on August
22, 2001, with respect to the Series A Participating Preferred Stock Purchase
Rights (the “Rights”) of the Company issued pursuant to the Rights Agreement,
dated as of August 9, 2001, by and between the Company and Mellon Investor
Services LLC (the “Rights Agreement”). The description and terms of
the Rights are set forth in the Rights Agreement, which is attached as Exhibit
4.1 to the Company’s Form 8-A filed August 10, 2001, and incorporated herein by
reference.
Item
1. Description of Registrant’s Securities to be
Registered.
Item
1 of Form 8-A is hereby amended by adding the following paragraph:
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, dated as of May 21, 2009 (the “Voting
Agreement”), by and between the Company and Southeastern Asset Management, Inc.,
a Tennessee corporation (“Southeastern”), 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 description is qualified by reference to the Rights Agreement
Amendment, which was filed as Exhibit 4.1 to the Company’s Current Report on
Form 8-K on May 26, 2009 and incorporated herein by reference.
Item
2. Exhibits.
The
following exhibits are filed as a part of this Registration
Statement:
4.1
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Rights
Agreement, dated August 9, 2001, by and between the Company and Mellon
Investor Services LLC (filed as Exhibit 4.1 to the Company’s Form 8-A on
August 10, 2001 and incorporated herein by reference).
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4.2
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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 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on
May 26, 2009 and incorporated herein by
reference).
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SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: May
21, 2009
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FAIR
ISAAC CORPORATION
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By:
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Name:
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Mark
R. Scadina
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Title:
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Executive
Vice President and General Counsel
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EXHIBIT
INDEX
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4.1
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Rights
Agreement, dated August 9, 2001, by and between the Company and Mellon
Investor Services LLC (filed as Exhibit 4.1 to the Company’s Form 8-A on
August 10, 2001 and incorporated herein by reference).
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4.2
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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 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on
May 26, 2009 and incorporated herein by
reference).
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