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): AUGUST 13, 1996 Commission File Number 0-16439 FAIR, ISAAC AND COMPANY, INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 94-1499887 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 120 North Redwood Drive, San Rafael, California 94903 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 472-2211 --------------------- ITEM 5. Other Events On August 13 1996, the By-laws of the Company were amended by the Board of Directors (a) to require prior notice of business to be brought by a stockholder before an annual meeting of stockholders, (b) to delete the provision allowing holders of 10 percent of the voting power to call a special meeting of stockholders, (c) to require prior notice of nominations for election as a director, and (d) to increase the authorized number of directors from eight to nine. The full text of the By-laws as amended is set forth in Exhibit 3.1 to this report on Form 8-K. 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 thereunto duly authorized. FAIR, ISAAC AND COMPANY, INCORPORATED DATE: August 29, 1996 By: /s/ Peter L. McCorkell ----------------------------------------------------- Peter L. McCorkell Senior Vice President, Secretary and General Counsel 2 Exhibit Index To Fair, Isaac and Company, Incorporated Report on Form 8-K dated August 29, 1996 Sequentially Exhibit No. Exhibit Numbered Page - ----------- ------- ------------- 3.1 By-laws as amended effective August 13, 1996 4 3