<PAGE> 1
As filed with the Securities and Exchange Commission on October 24, 1996
REGISTRATION NO. 333-_____
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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>
=================================================================================================================
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
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par 33,776(1) $2.27 $76,671.52 $100(2)
value
=================================================================================================================
</TABLE>
(1) Shares subject to assumed Galt Technologies, Inc. options as of
September 3, 1996.
(2) Minimum fee pursuant to Section 6(b) of the Securities Act of 1933, as
amended. This amount is greater than 1/29 of 1% of the proposed maximum
aggregate offering price.
<PAGE> 2
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the latest prospectus filed
by the Registrant pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the "Securities Act"), that contains
audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the annual report or the prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in
the Registrant's registration statement filed with the
Commission under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As to named experts and counsel, Item 5 is inapplicable.
EXPERTS.
The consolidated financial statements and schedule of Intuit Inc.
appearing in Intuit's Annual Report (Form 10-K) for the year ended July 31,
1996, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach or alleged breach of their duty of care. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Bylaws of the
Registrant provide that: (i) the Registrant is required to indemnify its
directors and officers and persons serving in such capacities in other business
enterprises (including, for example, subsidiaries of the Registrant) at the
Registrant's request, to the fullest extent permitted by
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<PAGE> 3
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary; (ii) the Registrant may, in its discretion,
indemnify employees and agents in those circumstances where indemnification is
not required by law; (iii) the Registrant is required to advance expenses, as
incurred, to its directors and officers in connection with defending a
proceeding (except that it is not required to advance expenses to a person
against whom the Registrant brings a claim for breach of the duty of loyalty,
failure to act in good faith, intentional misconduct, knowing violation of law
or deriving an improper personal benefit); (iv) the rights conferred in the
Bylaws are not exclusive and the Registrant is authorized to enter into
indemnification agreements with its directors, officers and employees; and (v)
the Registrant may not retroactively amend the Bylaw provisions in a way that is
adverse to such directors, officers and employees.
The Registrant's policy is to enter into indemnity agreements with each
of its directors and executive officers that provide the maximum indemnity
allowed to directors and executive officers by Section 145 of the Delaware
General Corporation Law and the Bylaws, as well as certain additional procedural
protections. In addition, the indemnity agreements provide that directors and
executive officers will be indemnified to the fullest possible extent not
prohibited by law against all expenses (including attorney's fees) and
settlement amounts paid or incurred by them in any action or proceeding,
including any derivative action by or in the right of the Registrant, on account
of their services as directors or executive officers of the Registrant or as
directors or officers of any other company or enterprise when they are serving
in such capacities at the request of the Registrant. The Registrant will not be
obligated pursuant to the agreements to indemnify or advance expenses to an
indemnified party with respect to proceedings or claims initiated by the
indemnified party and not by way of defense, except with respect to proceedings
specifically authorized by the Board of Directors or brought to enforce a right
of indemnification under the indemnity agreements, the Registrant's Bylaws or
any statute or law. Under the agreements, the Registrant is not obligated to
indemnify the indemnified party: (i) for any expenses incurred by the
indemnified party with respect to any proceeding instituted by the indemnified
party to enforce or interpret the agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
indemnified party in such proceeding was not made in good faith or was
frivolous; (ii) for any amounts paid in settlement of a proceeding unless the
Registrant consents to such settlement; (iii) with respect to any proceeding or
claim brought by the Registrant against the indemnified party for willful
misconduct, unless a court determines that each of such claims was not made in
good faith or was frivolous; (iv) on account of any suit in which judgment is
rendered against the indemnified party for an accounting of profits made from
the purchase or sale by the indemnified party of securities of the Registrant
pursuant to the provisions of Section 16(b) of the Exchange Act and related
laws; (v) on account of the indemnified party's conduct which is finally
adjudged to have been knowingly fraudulent or deliberately dishonest, or to
constitute willful misconduct or a knowing violation of the law; (vi) on account
of any conduct from which the indemnified party derived an improper personal
benefit; (vii) on account of conduct the indemnified party believed to be
contrary to the best interests of the Registrant or its stockholders; (viii) on
account of conduct that constituted a breach of the indemnified party's duty of
loyalty to the Registrant or its stockholders; or (ix) if a final decision by a
court having jurisdiction in the matter shall determine that such
indemnification is not lawful.
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<PAGE> 4
The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities arising under the
Securities Act.
The indemnity agreements require the Registrant to maintain director
and officer liability insurance to the extent readily available. The Registrant
currently carries a director and officer insurance policy.
ITEM 8. EXHIBITS.
4.01 Galt Technologies, Inc. 1995 Stock Option Plan.
4.02 The Registrant's Certificate of Incorporation. (1)
4.03 Certificate of Amendment to Registrant's Certificate of
Incorporation, dated December 14, 1993. (2)
4.04 Certificate of Amendment to Registrant's Certificate of
Incorporation, dated January 18, 1996. (3)
4.05 The Registrant's Bylaws. (1)
5.01 Opinion of Fenwick & West LLP.
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).
- --------------------------
(1) Filed with the Company's Registration Statement on Form S-1, filed
February 3, 1993, as amended (File No. 33-57884).
(2) Filed with the Company's Form 10-K as originally filed on October 31,
1994, as amended.
(3) Filed with the Company's Form 10-Q for the quarter ended January 31,
1996 as originally filed on March 15, 1996, as amended.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which,
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<PAGE> 5
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered hereby, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on October 24, 1996.
INTUIT INC.
By: /s/ William V. Campbell
___________________________________
William V. Campbell, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual and corporation
whose signature appears below constitutes and appoints William V. Campbell and
James J. Heeger, and each of them, his or its true and lawful attorneys-in-fact
and agents with full power of substitution, for him or it and in his or its
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<S> <C> <C>
/s/ William V. Campbell Chief Executive Officer, October 24, 1996
_______________________________________ President and Director
William V. Campbell
/s/ James J. Heeger Chief Financial Officer October 24, 1996
_______________________________________
James J. Heeger
/s/ Greg J. Santora Chief Accounting Officer October 24, 1996
_______________________________________
Greg J. Santora
</TABLE>
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ADDITIONAL DIRECTORS:
<TABLE>
<S> <C> <C>
/s/ Christopher W. Brody Director October 24, 1996
_______________________________________
Christopher W. Brody
/s/ Scott D. Cook Director October 24, 1996
_______________________________________
Scott D. Cook
/s/ L. John Doerr Director October 24, 1996
_______________________________________
L. John Doerr
/s/ Michael R. Hallman Director October 24, 1996
_______________________________________
Michael R. Hallman
/s/ Burton J. McMurtry Director October 24, 1996
_______________________________________
Burton J. McMurtry
</TABLE>
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<PAGE> 1
EXHIBIT 4.01
GALT TECHNOLOGIES, INC.
1995 STOCK OPTION PLAN
1. PURPOSE. The GALT Technologies, Inc. 1995 Stock Option Plan (the
"Plan") is established to attract, retain and reward persons providing
services to GALT Technologies, Inc. and any successor corporation
thereto (the "Company") and to motivate such persons to contribute to
the growth and profits of the Company in the future.
2. ADMINISTRATION.
a. GENERAL. The Plan shall be administered by the Board
of Directors of the Company (the "Board") and/or by a
duly appointed committee of the Board having such
powers as shall be specified by the Board. All
questions of interpretation of the Plan or of any
options granted under the Plan (an "Option") shall be
determined by the Board, and such determinations shall
be final and binding upon everyone having an interest
in the Plan and/or any Option.
b. OPTIONS AUTHORIZED. Options may be either incentive
stock options as defined in section 422 of the Code
("Incentive Stock Options") or nonqualified stock
options.
3. ELIGIBILITY.
a. ELIGIBLE PERSONS. Options may be granted only to
employees (including officers and directors who are
also employees). The Board shall, in its sole
discretion, determine which persons shall be granted
Options (an "Optionee"). Eligible persons may be
granted more than one Option.
b. TYPE OF OPTION WHICH MAY BE GRANTED. Employees may be
granted Incentive Stock Options and/or nonqualified
stock options.
4. SHARES SUBJECT TO OPTION. Options shall be for the purchase of shares
of the authorized but unissued Common Stock or treasury shares of
Common Stock of the Company (the "Stock"), subject to adjustment as
provided in paragraph 9 below. The maximum number of shares of Stock
which may be issued under the Plan shall be 9,031 shares (90,310 after
effectuation of the Company's nine-for-one stock split). In the event
that any outstanding Option for any reason expires or is terminated or
canceled and/or shares of Stock subject
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<PAGE> 2
to repurchase are repurchased by the Company, the shares allocable to
the unexercised portion of such Option, or such repurchased shares, may
against be subject to an Option grant.
5. TIME FOR GRANTING OPTIONS. All Options shall be granted, if
at all, within ten (10) years from the date the Plan is
adopted by the Board.
6. TERMS, CONDITIONS AND FORM OF OPTIONS. Subject to the provisions of the
Plan, the Board shall determine for each Option (which need not be
identical) the number of shares of Stock for which the Option shall be
granted, the exercise price of the Option, the timing and terms of
exercisability and vesting of the Option, whether the Option is to be
treated as an Incentive Stock Option or as a nonqualified stock option
and all other terms and conditions of the Option not inconsistent with
the Plan. Options granted pursuant to the Plan shall be evidenced by
written agreements specifying the number of shares of Stock covered
thereby, in such form as the Board shall from time to time establish,
which agreements may incorporate all or any of the terms of the Plan by
reference and shall comply with be subject to the following terms and
conditions:
a. EXERCISE PRICE. The exercise price for each Option shall be
established in the sole discretion of the Board; provided,
however, that (i) the exercise price per share for an
Incentive Stock Option shall be not less than the fair market
value, as determined by the Board, of a share of Stock on the
date of the granting of the Option, (ii) the exercise price
per share for a nonqualified stock option shall not be less
than fifty percent (50%) of the fair market value, as
determined by the Board, of a share of Stock on the date of
the granting of the Option and (iii) no Option granted to an
Optionee who at the time the Option is granted owns stock
possession more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company within the
meaning of section 422(b)(6) of the Code (a "Ten Percent Owner
Optionee") shall have an exercise price per share less than
one hundred ten percent (110%) of the fair market value, as
determined by the Board, of a share of Stock on the date of
the granting of the Option. Notwithstanding the foregoing, an
Option (whether an Incentive Stock Option or a nonqualified
stock option) may be granted with an exercise price lower than
the minimum exercise price set forth above if such Option is
granted pursuant to an assumption or substitution for another
option in a manner qualifying with the provisions of section
424(a) of the Code.
b. EXERCISE PERIOD OF OPTIONS. The Board shall have the power
to set the time or times within which each Option shall be
exercisable or the event or events upon the
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<PAGE> 3
occurrence of which all or a portion of each Option shall be
exercisable and the term of each Option; provided, however,
that (i) no Option shall be exercisable after the expiration
of ten (10) years after the date such Option is granted, and
(ii) no Incentive Stock Option granted to a Ten Percent Owner
Optionee shall be exercisable after the expiration of five (5)
years after the date such Option is granted. Unless otherwise
provided for by the Board in the grant of an Option, any
Option granted hereunder shall be exercisable for a term of
five (5) years.
c. PAYMENT OF EXERCISE PRICE. Payment of the exercise
price for the number of shares of Stock being purchased
pursuant to any Option shall be made in cash, by check
or cash equivalent.
7. STANDARD FORMS OF STOCK OPTION AGREEMENT.
a. INCENTIVE STOCK OPTIONS. Unless otherwise provided for by the
Board at the time an Option is granted, an Option designated
as an "Incentive Stock Option" shall comply with and be
subject to the terms and conditions set forth of incentive
stock option agreement attached hereto as Exhibit A and
incorporated herein by reference.
b. NONQUALIFIED STOCK OPTIONS. Unless otherwise provided
for by the Board at the time an Option is granted, an
Option designated as a "Nonqualified Stock Option"
shall comply with and be subject to the terms and
conditions set forth in a form of nonqualified stock
option agreement which shall be the same as the
agreement set forth in Exhibit A except for such
changes as are necessary to reflect that the option is
nonqualified.
8. FAIR MARKET VALUE LIMITATION. To the extent that the aggregate fair
market value (determined at the time the Option is granted) of stock
with respect to which Incentive Stock Options are exercisable by an
Optionee for the first time during any calendar year (under all stock
option plans of the Company, including the Plan) exceeds One Hundred
Thousand Dollars ($100,000), such options shall be treated as
nonqualified stock options. This paragraph shall be applied by taking
Incentive Stock Options into account in the order in which they were
granted.
9. EFFECT OF CHANGE IN STOCK SUBJECT TO PLAN. Appropriate adjustments
shall be made in the number and class of shares of Stock subject to the
Plan and to any outstanding Options and in the exercise price of any
outstanding Options in the event of a stock dividend, stock split,
reverse stock split, recapitalization, combination, reclassification,
or like change in the capital structure of the Company.
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<PAGE> 4
10. TRANSFER OF CONTROL. An "Ownership Change" shall be deemed
to have occurred in the event any of the following or any
similar transaction occurs with respect to the Company:
a. The direct or indirect sale or exchange by the
shareholders of the Company of all or substantially all
of the stock of the Company;
b. A merger or consolidation in which the Company is a
party;
c. The sale, exchange, or transfer of all or substantially
all of the assets of the Company (other than a sale,
exchange, or transfer to one (1) or more subsidiary
corporations of the Company); or
d. A liquidation or dissolution of the Company.
In the event of an Ownership Change, any Options which are neither
assumed or substituted for in connection with the Ownership Change nor
exercised as of the date of the Ownership Change shall terminate and
cease to be outstanding effective as of the date of the Ownership
Change.
11. OPTIONS NON-TRANSFERABLE. During the lifetime of the Optionee, the
Option shall be exercisable only by the Optionee. No Option shall be
assignable or transferable by the Optionee, except by will or by the
laws of descent and distribution.
12. TERMINATION OR AMENDMENT OF PLAN OR OPTIONS. The Board, including any
duly appointed committee of the Board, may terminate or amend the Plan
or any Option at any time; provided, however, that without the approval
of the Company's shareholders, there shall be (a) no increase in the
total number of shares of Stock covered by the Plan (except by
operation of the provisions of paragraph 9 above), (b) no change in the
class eligible to receive Incentive Stock Options and (c) no expansion
in the class eligible to receive nonqualified stock options.
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EXHIBIT 5.01
October 24, 1996
Intuit Inc.
2535 Garcia Avenue
Mountain View, California 94043
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
Exchange Commission on or about October 24, 1996 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
33,776 shares of your Common Stock (the "Stock") subject to issuance by you upon
the exercise of stock options granted by Galt Technologies, Inc. ("Galt")
pursuant to the Galt Technologies, Inc. 1995 Stock Option Plan (the "Plan") and
assumed by you in connection with the merger of your wholly owned subsidiary,
Intuit Merger Sub, Inc. with and into Galt.
In rendering this opinion, we have examined the following:
(1) your Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on or about October 24, 1996, together with
the Exhibits filed as a part thereof, including, without limitation
the Plan and related documents;
(2) the Prospectus prepared in connection with the Plan and with the
Registration Statement;
(3) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your
minute books and the minute books of Galt that are in our
possession;
(4) the stock record books you have provided to us, including records
of the capital stock, stock options and warrants you and Galt have
issued; and
(5) The Certificate of Incorporation of Intuit, as amended through
January 18, 1996 and the Bylaws of Intuit, both as certified by
Intuit on October 24, 1996.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the lack of any undisclosed terminations, modifications, waivers or
amendments to any documents reviewed by us and the due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof.
<PAGE> 2
Intuit Inc.
October 24, 1996
PAGE 2
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information and records included in the
documents referred to above. We have made no independent investigations or
other attempts to verify the accuracy of any of such information or to determine
the existence or non-existence of any other factual matters; however, we are not
aware of any facts that would lead us to believe that the opinion expressed
herein is not accurate.
Based upon the foregoing, it is our opinion that the 33,776 shares of Stock
that may be issued and sold by you upon the exercise of stock options granted
under the Plan which were assumed by you, when issued and sold in accordance
with the Plan and stock options issued thereunder, and in the manner referred to
in the Prospectus associated with the Registration Statement, will be legally
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for the your
use as an exhibit to the Registration Statement for the purpose of the above
sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: Gordon K. Davidson
General Partner
<PAGE> 1
EXHIBIT 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) 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
ERNST & YOUNG LLP
Palo Alto, California
October 22, 1996
