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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) November 1, 2006
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FAIR ISAAC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-16439 94-1499887
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
901 Marquette Avenue, Suite 3200
Minneapolis, Minnesota 55402-3232
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 612-758-5200
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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:
[_] 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))
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TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
Item 5.02. Departure of Directors or Principal Officers;
Appointment of Principal Officers.
Item 9.01. Financial Statements and Exhibits.
Signature
Exhibit Index
Exhibit 99.1
Item 2.02. Results of Operations and Financial Condition.
On November 1, 2006, Fair Isaac Corporation (the "Company") reported
its financial results for the quarter and fiscal year ended September 30, 2006.
See the Company's press release dated November 1, 2006, which is furnished as
Exhibit 99.1 hereto and incorporated by reference in this Item 2.02.
Item 5.02. Departure of Directors or Principal Officers;
Appointment of Principal Officers.
(b) Thomas G. Grudnowski, who served as the Company's chief executive
officer, president, and a member of the Board, resigned from all of the
positions he held with the Company and its affiliated entities on November 1,
2006, effectively immediately. Mr. Grudnowski has agreed to remain as an
employee of the Company during a transition period ending on January 31, 2007.
(c) Charles M. Osborne, 53, has been appointed as the Company's chief
executive officer, on an interim basis and effective November 1, 2006. Mr.
Osborne has served the Company as a vice president and as chief financial
officer since May 2004 and will continue to hold these positions while serving
as interim chief executive officer. Additional information regarding Mr.
Osborne's business experience is set forth at the end of Part I to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30, 2005 and
incorporated by reference in this Item 5.02. A copy of the press release
announcing Mr. Grudnowski's resignation and Mr. Osborne's appointment is
furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
99.1 Press Release dated November 1, 2006
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.
FAIR ISAAC CORPORATION
By /s/ Charles M. Osborne
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Charles M. Osborne
Chief Executive Officer
Date: November 1, 2006
EXHIBIT INDEX
Exhibit No. Description Manner of Filing
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99.1 Press Release dated November 1, 2006 Filed Electronically