Post-Effective Amendment No. 1 to Form S-8

As filed with the Securities and Exchange Commission on October 9, 2012.

Registration No. 333-150838

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

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.)

901 Marquette Avenue, Suite 3200

Minneapolis, Minnesota

  55402
(Address of Principal Executive Offices)   (Zip Code)

 

 

FAIR ISAAC CORPORATION

1992 LONG-TERM INCENTIVE PLAN

(Full Title of the Plan)

 

 

Mark R. Scadina

Executive Vice President, General Counsel and Secretary

Fair Isaac Corporation

901 Marquette Avenue, Suite 3200

Minneapolis, MN 55402

(Name and Address of Agent for Service)

Telephone number, including area code, of agent for service: 612-758-5200

 

 

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   x    Accelerated Filer   ¨
Non-accelerated Filer   ¨    Smaller Reporting Company   ¨

 

 

 


EXPLANATORY NOTE

Fair Isaac Corporation (the “Company”) is filing this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 12, 2008 (Registration Statement No. 333-150838) (the “2008 S-8”) to deregister certain shares of its common stock, par value $.01 per share (the “Common Stock”), registered thereunder pursuant to the Company’s 1992 Long-term Incentive Plan (the “Plan”). The 2008 S-8 registered 2,042,554 shares of Common Stock under the Plan, which were in addition to shares previously registered pursuant to Registration Statements Nos. 33-63426, 333-02121, 333-65179, 333-83905, 333-32398, 333-66348, 333-102848, 333-114365, 333-123751, 333-133268, and 333-142683.

By its terms, the Plan expired on February 4, 2012. Upon its expiration, 4,610,639 shares of Common Stock remained available for issuance under the Plan. All of the 2,042,554 shares of Common Stock that were registered under the 2008 S-8 are hereby deregistered.


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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Rafael, State of California on the 9th day of October, 2012.

 

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 Post-Effective Amendment No. 1 to the Registration Statement has been signed below on October 9, 2012 by the following persons in the capacities indicated:

 

Name

  

Title

/s/ William J. Lansing

William J. Lansing

Principal Executive Officer

   President, 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

   Chief Accounting Officer–Vice President

/s/ A. George Battle

A. George Battle

   Director

/s/ Nicholas F. Graziano

Nicholas F. Graziano

   Director

/s/ James D. Kirsner

James D. Kirsner

   Director

/s/ Rahul N. Merchant

Rahul N. Merchant

   Director

/s/ David A. Rey

David A. Rey

   Director

/s/ Duane E. White

Duane E. White

   Director