<PAGE> 1
As filed with the Securities and Exchange Commission on January 24, 1997
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 TO PURCHASE COMMON STOCK
(Full titles of the Plan)
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.
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 SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
------------------- ------------ ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 115,141 $33.0613 (1) $3,806,714.12(1) $1,312.66
</TABLE>
(1) Estimated pursuant to Rule 457(h)(1) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee
and based upon the weighted average exercise price of outstanding stock
options.
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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 Delaware law, including
those circumstances in which indemnification would otherwise be discretionary;
(ii)
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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.
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.
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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.
<TABLE>
<S> <C>
4.01 Form of Stock Option Agreement
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).
</TABLE>
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(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, 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.
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(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 January 23, 1997.
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, January 23, 1997
-----------------------------------
William V. Campbell President and Director
/s/ James J. Heeger Chief Financial Officer January 23, 1997
-----------------------------------
James J. Heeger
/s/ Greg J. Santora Chief Accounting Officer January 23, 1997
-----------------------------------
Greg J. Santora
</TABLE>
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ADDITIONAL DIRECTORS:
<TABLE>
<S> <C> <C>
/s/ Christopher W. Brody Director January 23, 1997
-----------------------------------
Christopher W. Brody
/s/ Scott D. Cook Director January 23, 1997
-----------------------------------
Scott D. Cook
/s/ L. John Doerr Director January 23, 1997
-----------------------------------
L. John Doerr
/s/ Michael R. Hallman Director January 23, 1997
-----------------------------------
Michael R. Hallman
/s/ Burton J. McMurtry Director January 23, 1997
-----------------------------------
Burton J. McMurtry
</TABLE>
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EXHIBIT 4.01
INTUIT INC.
STOCK OPTION GRANT
Optionee: ________________________________
Address: ________________________________
________________________________
Social Security Number: ________________________________
Total Shares Subject to Option: [IF THIS GRANT REPLACES AN OPTION GRANTED
UNDER THE 1993 EQUITY INCENTIVE PLAN WHICH
HAS ALREADY BEEN PARTIALLY EXERCISED, INSERT
THE NUMBER OF REMAINING UNEXERCISED SHARES
ON THIS LINE.]
Exercise Price Per Share: ________________________________
Date of Grant: ________________________________
Expiration Date: ________________________________
1. Grant of Option. Intuit Inc., a Delaware corporation (the
"Company"), has granted to Optionee an option (this "Option") to purchase the
total number of shares of Common Stock, $0.01 par value, of the Company set
forth above in Total Shares Subject to Option (the "Shares") at the Exercise
Price Per Share set forth above (the "Exercise Price"), subject to all of the
terms and conditions of this Stock Option Grant (this "Grant"). This Option is a
nonqualified stock option and is not intended to qualify under Section 422 of
the Internal Revenue Code of 1986 (the "Code"). Capitalized terms are defined
textually or in Section 17 of this Grant.
[CATEGORY #1: REPLACEMENT OF 1993 EQUITY INCENTIVE PLAN STOCK OPTION
THAT WAS 100% VESTED AND EXERCISABLE AS OF JANUARY 22, 1997. (1993 PLAN
OPTIONS THAT WERE NEVER EXERCISED AND 1993 PLAN OPTIONS THAT WERE
PARTIALLY EXERCISED PRIOR TO JANUARY 22, 1997 MAY FALL INTO THIS
CATEGORY.) NO REPRICED OPTION MAY BE IN THIS CATEGORY.]
2. Exercise Period of Option. This Option is fully vested and may be
exercised in full as of the Date of Grant.
<PAGE> 2
Intuit Inc.
Stock Option Grant
Page 2
[CATEGORY #2: REPLACEMENT OF 1993 PLAN STOCK OPTION THAT HAS NOT YET
VESTED OR HAS NOT YET FULLY VESTED AND THAT HAS NOT YET BEEN EXERCISED.
NO REPRICED OPTION MAY BE IN THIS CATEGORY.]
2. Exercise Period of Option. This Option shall be exercisable as it
vests. So long as Optionee continually provides services to the Company or any
Subsidiary, Parent or Affiliate of the Company through the specified period,
this Option shall vest as to portions of the Shares as follows: [ALTERNATIVE #1
- -- 4 YEAR VESTING SCHEDULE - 1 YEAR CLIFF THEN MONTHLY VESTING: This Option
shall be vested as to twenty-five percent (25%) of the Shares on ____________
and thereafter this Option shall vest as to 2.0833 percent of the Shares per
month until this Option is exercisable with respect to one hundred percent
(100%) of the Shares.] [ALTERNATIVE #2 -- 2 YEAR VESTING SCHEDULE - 50% PER
YEAR: This Option shall be vested as to fifty percent (50%) of the Shares on
__________________ (the "First Vesting Date") and thereafter on the first
anniversary of the First Vesting Date, this Option shall vest as to the
remaining fifty percent (50%) of the Shares.]
Notwithstanding the foregoing, in the event of a sale of
Intuit Services Corporation to another entity (the "Acquiror"), this Option
shall continue to vest until the earlier of (i) the date the Optionee terminates
employment with Acquiror and (ii) the first anniversary of the sale of Intuit
Services Corporation to the Acquiror.
This Option will stop vesting on the date of Optionee's
Termination and may only be exercised thereafter in accordance with Section 4
below.
[CATEGORY #3: REPLACEMENT OF REPRICED 1993 PLAN STOCK OPTION THAT HAS
NOT YET FULLY VESTED, BUT WHICH HAS BEEN PARTIALLY EXERCISED.]
2. Exercise Period of Option. This Option may not be exercised until
September 17, 1997 at which time the Optionee may exercise this Option to the
extent that it has vested in accordance with the vesting schedule set forth in
Section 2.1 below. Notwithstanding the foregoing, if one of the following events
occurs prior to September 17, 1997, this Option may be exercised on the date of
such event to the extent that it has vested in accordance with the vesting
schedule set forth in Section 2.1 below: (i) the Optionee's employment with the
Acquiror terminates due to a reduction in force; (ii) the Optionee's employment
is transferred to Intuit prior to or after the acquisition of Intuit Services
Corporation and thereafter the Optionee is terminated by Intuit due to a
reduction in force; (iii) the Optionee dies or becomes Disabled; or (iv) one of
the corporate transactions described in Section 13.1 of this Grant occurs.
2.1 Vesting Schedule. So long as Optionee continually provides
services to the Company or any Subsidiary, Parent or Affiliate of the Company
through the specified period, this Option shall vest as to portions of the
Shares as follows: [ALTERNATIVE #1 -- 4 YEAR VESTING SCHEDULE - 1 YEAR CLIFF
THEN MONTHLY VESTING: This Option shall be vested as to twenty-five percent
(25%) of the Shares on __________________ and thereafter this Option shall vest
as to 2.0833 percent of the Shares per month until this Option is exercisable
with respect to one hundred percent (100%) of the Shares.] [ALTERNATIVE #2 -- 2
YEAR VESTING SCHEDULE - 50% PER
<PAGE> 3
Intuit Inc.
Stock Option Grant
Page 3
YEAR: This Option shall be vested as to fifty percent (50%) of the Shares on
__________________ (the "First Vesting Date") and thereafter on the first
anniversary of the First Vesting Date, this Option shall vest as to the
remaining fifty percent (50%) of the Shares.]
Notwithstanding the foregoing, in the event of a sale of
Intuit Services Corporation to another entity (the "Acquiror"), this Option
shall continue to vest until the earlier of (i) the date the Optionee terminates
employment with Acquiror and (ii) the first anniversary of the sale of Intuit
Services Corporation to the Acquiror.
This Option will stop vesting on the date of Optionee's
Termination and may only be exercised thereafter in accordance with Section 4
below.
[CATEGORY #4: REPLACEMENT OF 1993 PLAN STOCK OPTION THAT HAS NOT YET
FULLY VESTED, BUT WHICH HAS BEEN PARTIALLY EXERCISED. NO REPRICED
OPTION MAY BE IN THIS CATEGORY.]
2. Exercise Period of Option. This Option shall be exercisable as it
vests. This Option is vested as to [NUMBER OF VESTED SHARES ON THE DATE OF
GRANT] Shares as of the Date of Grant. So long as Optionee continually provides
services to the Company or any Subsidiary, Parent or Affiliate of the Company
through the specified period, the remaining [NUMBER OF UNVESTED SHARES ON THE
DATE OF GRANT] Shares shall vest as to [PERCENT OF THE TOTAL SHARES SUBJECT TO
OPTION THAT VEST ON EACH MONTHLY VEST DATE] of the Total Shares Subject to
Option on the [DAY OF THE MONTH ON WHICH THE OPTION VESTS EACH MONTH] day of
each month following the Date of Grant until this Option is exercisable with
respect to one hundred percent (100%) of the Shares.
Notwithstanding the foregoing, in the event of a sale of
Intuit Services Corporation to another entity (the "Acquiror"), this Option
shall continue to vest until the earlier of (i) the date the Optionee terminates
employment with Acquiror and (ii) the first anniversary of the sale of Intuit
Services Corporation to the Acquiror.
This Option will stop vesting on the date of Optionee's
Termination and may only be exercised thereafter in accordance with Section 4
below.
[CATEGORY #5: NON-PLAN OPTION GRANTED BY COMPENSATION COMMITTEE ON
JANUARY 20, 1997.]
2. Exercise Period of Option. This Option shall be exercisable as it
vests. So long as Optionee continually provides services to the Company or any
Subsidiary, Parent or Affiliate of the Company through the specified period,
this Option shall vest as to portions of the Shares as follows: This Option
shall be vested as to twenty-five percent (25%) of the Shares on
__________________ and thereafter this Option shall vest as to 2.0833 percent of
the Shares per month until this Option is exercisable with respect to one
hundred percent (100%) of the Shares.
<PAGE> 4
Intuit Inc.
Stock Option Grant
Page 4
Notwithstanding the foregoing, in the event of a sale of
Intuit Services Corporation to another entity (the "Acquiror"), this Option
shall continue to vest until the earlier of (i) the date the Optionee terminates
employment with Acquiror and (ii) the first anniversary of the sale of Intuit
Services Corporation to the Acquiror.
This Option will stop vesting on the date of Optionee's
Termination and may only be exercised thereafter in accordance with Section 4
below.
3. Compliance with Laws and Regulations. This Option may not be
exercised unless such exercise is in compliance with all applicable federal and
state securities laws as they are in effect on the date of exercise and the
requirements of any stock exchange or national market system on which the
Company's Common Stock may be listed on the date of exercise. The issuance and
transfer of the Shares issuable upon exercise of this Option shall be subject to
compliance by the Company and the Optionee with all applicable federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of the issuance or
transfer. Optionee understands that the Company is under no obligation to
register, qualify or list the Shares with the Securities and Exchange Commission
(the "SEC"), any state securities commission or any stock exchange or national
market system to effect such compliance and the Company shall have no liability
for any inability or failure to do so. This Option may not be exercised as to
fewer than 100 shares unless it is exercised as to all shares as to which this
Option is then exercisable.
4. Termination. This Option shall expire and may not be exercised on or
after the Expiration Date. If Optionee is Terminated prior to the Expiration
Date, this Option may be exercised only as set forth below in Sections 4.1 or
4.2.
4.1 Termination for Any Reason Except Death or Disability. If
Optionee is Terminated for any reason except death or Disability, this Option,
to the extent (and only to the extent) that it would have been exercisable by
Optionee on the date of Termination, may be exercised by Optionee no later than
ninety (90) days after the date of Termination, but in any event no later than
the Expiration Date.
4.2 Termination Because of Death or Disability. If Optionee is
Terminated because of death or Disability of Optionee, this Option, to the
extent that it is exercisable by Optionee on the date of Termination, may be
exercised by Optionee (or Optionee's legal representative) no later than twelve
(12) months after the date of Termination, but in any event no later than the
Expiration Date.
5. No Right to Employment. Nothing in this Grant shall confer on
Optionee any right to continue in the employ of, or other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or the Acquiror or
limit in any way the right of the Company or any Parent, Subsidiary or Affiliate
of the Company or the Acquiror to terminate Optionee's employment or other
relationship at any time, with or without cause.
<PAGE> 5
Intuit Inc.
Stock Option Grant
Page 5
6. Manner of Exercise.
6.1 Stock Option Exercise Agreement. To exercise this Option,
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
from time to time (the "Exercise Agreement"), which shall set forth, among other
things, Optionee's election to exercise this Option, the number of Shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding Optionee's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws. If someone other than Optionee exercises this Option, then such
person must submit documentation reasonably acceptable to the Company that such
person has the right to exercise this Option.
6.2 Payment. The Exercise Agreement shall be accompanied by
full payment of the Exercise Price for the Shares being purchased in cash (by
check), or where permitted by law:
(a) provided that a public market for the Company's stock
exists, (1) through a "same day sale" commitment from Optionee and a
broker-dealer that is a member of the National Association of Securities Dealers
(an "NASD Dealer") whereby Optionee irrevocably elects to exercise this Option
and to sell a portion of the Shares so purchased to pay for the exercise price
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the Company, or (2) through a "margin"
commitment from Optionee and an NASD Dealer whereby Optionee irrevocably elects
to exercise this Option and to pledge the Shares so purchased to the NASD Dealer
in a margin account as security for a loan from the NASD Dealer in the amount of
the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt
of such Shares to forward the exercise price directly to the Company; or
(b) by any combination of the foregoing.
6.3 Tax Withholding. Prior to the issuance of the Shares upon
exercise of this Option, Optionee must pay or make adequate provision for any
applicable federal or state withholding obligations of the Company. If the
Committee permits, Optionee may provide for payment of withholding taxes upon
exercise of this Option by requesting that the Company retain Shares with a Fair
Market Value equal to the minimum amount of taxes required to be withheld. In
such case, the Company shall issue the net number of Shares to the Optionee by
deducting the Shares retained from the Shares issuable upon exercise.
6.4 Issuance of Shares. Provided that the Exercise Agreement
and payment are in form and substance satisfactory to counsel for the Company,
the Company shall cause the Shares to be issued in the name of Optionee,
Optionee's legal representative or Optionee's assignee and shall cause to be
delivered certificates representing the Shares with the appropriate legends
affixed thereto.
<PAGE> 6
Intuit Inc.
Stock Option Grant
Page 6
7. Nontransferability of Option. This Option may not be transferred in
any manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of this
Option shall be binding upon the executors, administrators, successors and
assigns of Optionee.
8. Tax Consequences. Set forth below is a brief summary as of the Date
of Grant of some of the federal tax consequences of exercise of this Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
8.1 Exercise of Nonqualified Stock Option. There may be a
regular federal income tax liability upon the exercise of this Option. Optionee
will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the Fair Market Value of the
Shares on the date of exercise over the exercise price. The Company will be
required to withhold from Optionee's compensation or collect from Optionee and
pay to applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.
8.2 Disposition of Shares. If Shares are held for more than
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of this Option, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.
9. Privileges of Stock Ownership. Optionee shall not have any of the
rights of a stockholder with respect to any Shares subject to this Option until
the Optionee exercises this Option and pays the Exercise Price. After Shares are
issued to the Optionee, the Optionee shall be a stockholder and have all the
rights of a stockholder with respect to such Shares, including the right to vote
and receive all dividends or other distributions made or paid with respect to
such Shares.
10. Interpretation. Any dispute regarding the interpretation of this
Grant shall be submitted by Optionee or the Company to the Committee for review.
The resolution of such a dispute by the Committee shall be final and binding on
the Company and Optionee.
11. Modification, Extension and Renewal. The Committee shall have the
power to modify, extend or renew this Option and to authorize the grant of a new
option in substitution therefor, provided that any such action may not, without
the written consent of the Optionee, impair any rights under this Option. The
Committee may reduce the Exercise Price of this Option without the consent of
the Optionee affected by a written notice to the Optionee; provided, however,
that the Exercise Price may not be reduced below the par value of the Shares.
12. Adjustment of Option Shares. In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, recapitalization, subdivision,
combination, reclassification or similar change in the capital
<PAGE> 7
Intuit Inc.
Stock Option Grant
Page 7
structure of the Company without consideration, the number of Shares subject to
this Option and the Exercise Price shall be proportionately adjusted, subject to
any required action by the Board or stockholders of the Company and compliance
with applicable securities laws; provided, however, that fractions of a Share
shall not be issued but shall either be paid in cash at Fair Market Value or
shall be rounded down to the nearest Share, as determined by the Committee; and
provided further that the Exercise Price of this Option may not be decreased to
below the par value of the Shares.
13. Corporate Transactions.
13.1 Assumption or Replacement of Options by Successor. In the
event of (a) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the stockholders of
the Company and this Option is assumed or replaced by the successor corporation,
which assumption shall be binding on this Optionee), (b) a dissolution or
liquidation of the Company, (c) the sale of substantially all of the assets of
the Company, or (d) any other transaction which qualifies as a "corporate
transaction" under Section 424(a) of the Code wherein the stockholders of the
Company give up all of their equity interest in the Company (except for the
acquisition, sale or transfer of all or substantially all of the outstanding
shares of the Company), this Option may be assumed or replaced by the successor
corporation, which assumption or replacement shall be binding on the Optionee.
In the alternative, the successor corporation may substitute an equivalent
option or provide substantially similar consideration to Optionee as was
provided to stockholders (after taking into account the existing provisions of
this Option). The successor corporation may also issue, in place of outstanding
Shares of the Company held by the Optionee, substantially similar shares or
other property subject to repurchase restrictions no less favorable to the
Optionee. In the event such successor corporation, if any, refuses to assume or
substitute this Option, as provided above, pursuant to a transaction described
in this Section 13.1, this Option shall expire on such transaction at such time
and on such conditions as the Board shall determine.
13.2 Other Treatment of Options. Subject to any greater rights
granted to the Optionee under the foregoing provisions of this Section 13, in
the event of the occurrence of any transaction described in Section 13.1, this
Option shall be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."
14. Entire Agreement. This Grant and the Exercise Agreement constitute
the entire agreement of the parties hereto and supersede all prior undertaking
and agreements with respect to the subject matter hereof, and are governed by
California law except for that body of law pertaining to choice of law or
conflict of law.
15. Notices. Any notice required to be given or delivered to the
Company under the terms of this Grant shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall
<PAGE> 8
Intuit Inc.
Stock Option Grant
Page 8
be in writing and addressed to Optionee at the address indicated above or to
such other address as such party may designate in writing from time to time to
the Company. All notices shall be deemed to have been given or delivered upon:
personal delivery; three (3) days after deposit in the United States mail by
certified or registered mail (return receipt requested); one (1) business day
after deposit with any return receipt express courier (prepaid); or one (1)
business day after transmission by facsimile.
16. Successors and Assigns. The Company may assign any of its rights
under this Grant. This Grant shall be binding and inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer
set forth herein, this Grant shall be binding upon Optionee and Optionee's
heirs, executors, administrators, legal representatives, successors and assigns.
17. Certain Definitions. As used in this Grant, the following terms
shall have the following meanings:
(a) "Affiliate" means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, another corporation, where "control" (including
the terms "controlled by" and "under common control with") means the possession,
direct or indirect, of the power to cause the direction of the management and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.
(b) "Board" means the Board of Directors of the Company.
(c) "Committee" means the committee appointed by the Board to
administer this Option, or if no committee is appointed, the Board.
(d) "Disability" or "Disabled" means a disability within the
meaning of Section 22(e)(3) of the Code, as determined by the Committee.
(e) "Fair Market Value" means, as of any date, the value of a
share of the Company's Common Stock determined as follows:
(i) if such Common Stock is then quoted on the
Nasdaq National Market, its last reported
sale price on the Nasdaq National Market or,
if no such reported sale takes place on such
date, the average of the closing bid and
asked prices;
(ii) if such Common Stock is publicly traded and
is then listed on a national securities
exchange, the last reported sale price or, if
no such reported sale takes place on such
date, the average of the closing bid and
asked prices on the principal national
securities exchange on which the Common Stock
is listed or admitted to trading;
<PAGE> 9
Intuit Inc.
Stock Option Grant
Page 9
(iii) if such Common Stock is publicly traded but
is not quoted on the Nasdaq National Market
nor listed or admitted to trading on a
national securities exchange, the average of
the closing bid and asked prices on such
date, as reported by The Wall Street
Journal, for the over-the-counter market; or
(iv) if none of the foregoing is applicable, by
the Board in good faith.
(f) "Parent" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company if each of such
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
(g) "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if each
of the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
(h) "Termination" or Terminated" means, for purposes of the
Grant with respect to Optionee, that the Optionee has ceased to provide services
as an employee, director, consultant, independent contractor or advisor, to the
Company or a Parent, Subsidiary or Affiliate of the Company, except in the case
of sick leave, military leave, or any other leave of absence approved by the
Committee; provided, that such leave is for a period of not more than ninety
(90) days, or reinstatement upon the expiration of such leave is guaranteed by
contract or statute. The Committee shall have sole discretion to determine
whether the Optionee has ceased to provide services and the effective date on
which the Optionee ceased to provide services. Notwithstanding the foregoing, in
the event of a sale of Intuit Services Corporation to another entity (the
"Acquiror"), the Optionee shall not be deemed to have Terminated until the
earlier of (i) the date the Optionee terminates employment with the Acquiror and
(ii) the first anniversary of the acquisition of Intuit Services Corporation by
the Acquiror.
18. Acceptance. Optionee hereby acknowledges receipt of a copy of this
Grant. Optionee has read and understands the terms and provisions hereof, and
accepts this Option subject to all the terms and conditions of this Grant.
Optionee acknowledges that there may be adverse tax consequences upon exercise
of this Option or disposition of the Shares and that Optionee should consult a
tax adviser prior to such exercise or disposition.
<PAGE> 10
Intuit Inc.
Stock Option Grant
Page 10
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate by its duly authorized representative and Optionee has
executed this Grant in duplicate as of the Date of Grant.
INTUIT INC.
By:_________________________________
Name:_______________________________
Title:______________________________
OPTIONEE
____________________________________
(Signature)
<PAGE> 1
[FENWICK & WEST LLP LETTERHEAD]
EXHIBIT 5.01
January 24, 1997
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 January 24, 1997 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
115,141 shares of your Common Stock (the "Stock") subject to issuance by you
pursuant to outstanding Stock Options (collectively, the "Options").
In rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the Exhibits filed
as a part thereof, including, without limitation each of the
Options and related documents;
(2) the Prospectus prepared in connection with the Options and
with the Registration Statement;
(3) the minutes of meetings and actions by written consent of the
Board of Directors and the Compensation Committee of the
Board of Directors relating to the approval of the Options;
(4) the Certificate of Incorporation of Intuit, as amended through
January 18, 1996 and the Bylaws of Intuit, both as certified
by Intuit on January 24, 1997;
(5) a Management Certificate of even date herewith in which you
have given us certain factual representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to the legal capacity of all natural persons,
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.
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 investigation or other
attempt to verify the accuracy of any of such information or to determine the
<PAGE> 2
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 115,141 shares of
Stock that may be issued and sold by you pursuant to the Options when issued and
sold in accordance with the applicable Option 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: /s/ Kenneth Linhares
______________________
<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 registration of certain
non plan option grants to purchase common stock of Intuit Inc. 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 fiscal year ended July 31, 1996, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
January 23, 1997
