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As filed with the Securities and Exchange Commission on October 29, 1996
REGISTRATION NO. 333-14715
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/A
AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTUIT INC.
(Exact Name of Issuer as Specified in Its Charter)
DELAWARE 77-0034661
(State of Incorporation) (I.R.S. Employer
Identification No.)
2535 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of Principal Executive Offices)
OPTIONS GRANTED BY GALT TECHNOLOGIES, INC. UNDER ITS 1995 STOCK OPTION PLAN
ASSUMED BY THE ISSUER
(Full titles of the Plans)
JAMES J. HEEGER
INTUIT INC.
1840 EMBARCADERO ROAD
PALO ALTO, CALIFORNIA 94303
(415) 944-6996
(Name, Address and Telephone Number of Agent for Service)
Copies to:
KENNETH A. LINHARES, ESQ.
JEFFREY R. VETTER, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE PRICE
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par 33,752(1) $23.40(2) $789,829 $240(3)
value
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</TABLE>
(1) Shares subject to assumed Galt Technologies, Inc. options as of September
3, 1996.
(2) Weighted average exercise price of outstanding options as of September 3,
1996.
(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended. Of the total fee, $100 was paid upon filing of the original Form
S-8 to which this amendment relates, and $140 is being paid upon filing of
this amendment.
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This Form S-8/A, Amendment No. 1, is being filed solely to amend the information
provided in the Calculation of Registration Fee table on the cover page hereto.
ITEM 8. EXHIBITS.
4.01 Galt Technologies, Inc. 1995 Stock Option Plan (1)
4.02 The Registrant's Certificate of Incorporation (2)
4.03 Certificate of Amendment to Registrant's Certificate of
Incorporation, dated December 14, 1993 (3)
4.04 Certificate of Amendment to Registrant's Certificate of
Incorporation, dated January 18, 1996 (3)
4.05 The Registrant's Bylaws (2)
5.01 Opinion of Fenwick & West LLP (1)
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01)
23.02 Consent of Ernst & Young LLP, Independent Auditors
24.01 Power of Attorney (see page 5 of original Form S-8)
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(1) Filed with the original Registration Statement on Form S-8 to which this
amendment relates, filed October 24, 1996 (File No. 333-14715).
(2) Filed with the Company's Registration Statement on Form S-1, filed
February 3, 1993, as amended (File No. 33-57884).
(3) Filed with the Company's Form 10-K as originally filed on October 31,
1994, as amended.
(4) Filed with the Company's Form 10-Q for the quarter ended January 31, 1996
as originally filed on March 15, 1996, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Registration
Statement (Amendment No. 1) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Palo Alto, State of California, on
October 29, 1996.
INTUIT INC.
By: /s/ James J. Heeger
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James J. Heeger, Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
William V. Campbell * Chief Executive Officer, October 29, 1996
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/s/ James J. Heeger Chief Financial Officer October 29, 1996
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James J. Heeger
Greg J. Santora * Chief Accounting Officer October 29, 1996
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ADDITIONAL DIRECTORS:
Christopher W. Brody * Director October 29, 1996
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Scott D. Cook * Director October 29, 1996
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L. John Doerr * Director October 29, 1996
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Michael R. Hallman * Director October 29, 1996
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Burton J. McMurtry * Director October 29, 1996
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* By: /s/ James J. Heeger
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James J. Heeger
Attorney-in-fact
* Pursuant to a power of attorney included with the original Form S-8
Registration Statement to which this amendment relates.
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EXHIBIT 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-8 No. 333-14715) pertaining to the
options granted by Galt Technologies, Inc. under its 1995 Stock Option Plan
assumed by Intuit and to the incorporation by reference therein of our report
dated September 6, 1996 (except for Note 12, as to which the date is September
18, 1996), with respect to the consolidated financial statements and schedule of
Intuit Inc. included in its Annual Report (Form 10-K) for the year ended July
31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
October 25, 1996
