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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTUIT INC.
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(Exact name of registrant as specified in its charter)
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Delaware 77-0034661
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(State of incorporation or organization) (I.R.S. Employer
Identification no.)
2535 Garcia Avenue
Mountain View, California 94025
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(Address of principal executive offices) (Zip code)
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If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [x]
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Securities to be registered pursuant to
Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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Item 1: Description of Registrant's Securities to be Registered:
On October 5, 1998, Intuit Inc. (the "Registrant") and American Stock
Transfer and Trust Company (the "Rights Agent") entered into an Amended and
Restated Rights Agreement, which amended and restated the Rights Agreement dated
May 1, 1998. The following is a summary of the Rights (defined below) as amended
by the Amended and Restated Rights Agreement (the "Rights Agreement").
On April 29, 1998, the Registrant declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock, par
value $0.01 per share (the "Common Shares"), of the Registrant. One Right shall
be issued with each Common Share that becomes outstanding (i) between the Record
Date and the earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date (as such terms are defined in the Rights Agreement) or
(ii) following the Distribution Date and prior to the Redemption Date or Final
Expiration Date, pursuant to the exercise of stock options or under any employee
plan or arrangement or upon the exercise, conversion or exchange of other
securities of the Registrant, which options or securities were outstanding prior
to the Distribution Date. Each Right entitles the registered holder to purchase
from the Registrant one one-thousandth of a share of Series B Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Shares"), of the Registrant, at a price of $250.00 per one one-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in full in the Rights Agreement.
Until the earlier to occur of (i) 10 days following a public announcement
or disclosure that a person or group of affiliated or associated persons (an
"Acquiring Person"), has acquired beneficial ownership of 20% (the "Designated
Percentage") or more of the outstanding Common Shares or (ii) 10 business days
(or such later date as may be determined by action of the Board of Directors),
following the announcement of an intention to make a tender offer or exchange
offer the consummation of which would result in a person or group becoming an
Acquiring Person (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificates with a copy of this Summary of Rights attached thereto. No Person
shall become an Acquiring Person if the Board of Directors of the Registrant
determines in good faith that a Person who would otherwise be an Acquiring
Person has become such inadvertently, and such Person as promptly as practicable
takes such actions as may be necessary so that such Person would no longer be
considered an Acquiring Person.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date, upon transfer or new issuance of
Common Shares, will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares
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represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the Close of Business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on May 1, 2008 (the "Final Expiration Date"), unless the Final Expiration
Date is extended or unless the Rights are earlier redeemed or exchanged by the
Registrant, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-thousandths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock dividend on the Common Shares payable in
Common Shares or subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a quarterly dividend
payment of 1000 times the dividend declared per Common Share. In the event of
liquidation, each Preferred Share will be entitled to a $10.00 preference, and
thereafter the holders of the Preferred Shares will be entitled to an aggregate
payment of 1000 times the aggregate payment made per Common Share. Each
Preferred Share will have 1000 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
1000 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
In the event that any person becomes an Acquiring Person, unless the event
causing the Designated Percentage threshold to be crossed and the Person to
thereby become an Acquiring Person is a merger, acquisition or other business
combination described in the next paragraph, each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the Right
on the terms and conditions set forth in the Rights Agreement. If the Registrant
does not have authorized but
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unissued Common Shares sufficient to satisfy such obligation to issue Common
Shares, the Registrant is obligated to deliver upon payment of the exercise
price of a Right an amount of cash or other securities equivalent in value to
the Common Shares issuable upon exercise of a Right.
In the event that any person or group becomes an Acquiring Person and the
Registrant merges into or engages in certain other business combination
transactions with an Acquiring Person, or 50% or more of its consolidated assets
or earning power are sold to an Acquiring Person, each holder of a Right, other
than Rights beneficially owned by an Acquiring Person, will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right.
At any time after any person becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Registrant may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one Common Share, or one one-thousandth of a
Preferred Share (or of a share of a class or series of the Registrant's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-thousandth of a Preferred
Share, which may, at the election of the Registrant, be evidenced by depository
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to such time as a person or group becomes an Acquiring
Person, the Board of Directors of the Registrant may redeem the Rights in whole,
but not in part, at a price of $0.001 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. After the period for redemption of the Rights has expired, the Board
may not amend the Rights Agreement to extend the period for redemption of the
Rights. Immediately upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by a resolution of the Board of
Directors without the consent of the holders of the Rights, except that from and
after such time as any person or group becomes an Acquiring Person, no such
amendment may adversely affect the interests of the holders of the Rights (other
than an Acquiring Person).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant, including, without limitation, the
right to vote or to receive dividends.
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Item 2: Exhibits
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3.1 Certificate of Incorporation of Registrant. (Incorporated by
reference to Registrant's Registration Statement on Form S-1
filed with the Securities and Exchange Commission ("SEC") on
February 3, 1993 (File #33-57884).)
3.2 Certificate of Amendment to Registrant's Certificate of
Incorporation dated December 14, 1993. (Incorporated by reference
to Registrant's Annual Report on Form 10-K, filed with the SEC on
October 31, 1994.)
3.3 Certificate of Amendment to Registrant's Certificate of
Incorporation dated January 18, 1996. (Incorporated by reference
to Registrant's Quarterly Report on Form 10-Q for the quarter
ending January 31, 1996, filed with the SEC on March 15, 1996.)
3.4 Certificate of Designations specifying the terms of the Series B
Junior Participating Preferred Stock of Registrant, as filed with
the Secretary of State of the State of Delaware on May 5, 1998.
(Incorporated by reference to Registrant's Registration Statement
on Form 8-A, filed with the SEC on May 5, 1998.)
4.1 Amended and Restated Rights Agreement, dated as of October 5,
1998, between the Registrant and American Stock Transfer and
Trust Company, as Rights Agent, which includes as Exhibit A the
Form of Certificate Stock, as Exhibit B the Form of Rights
Certificate and as Exhibit C the Summary of Rights to Purchase
Preferred Shares. The Rights Certificates will not be distributed
until after the Distribution Date (as such term is defined in the
Rights Agreement). (Incorporated by reference to the Registrant's
Annual Report on Form 10-K for the fiscal year ending July 31,
1998, filed with the SEC on October 6, 1998.)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: October 7, 1998
INTUIT INC.
By: /s/ Greg J. Santora
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Greg J. Santora
Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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3.1 Certificate of Incorporation of Registrant. (Incorporated by reference
to Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission ("SEC") on February 3, 1993 (File
#33-57884).)
3.2 Certificate of Amendment to Registrant's Certificate of Incorporation
dated December 14, 1993. (Incorporated by reference to Registrant's
Annual Report on Form 10-K, filed with the SEC on October 31, 1994.)
3.3 Certificate of Amendment to Registrant's Certificate of Incorporation
dated January 18, 1996. (Incorporated by reference to Registrant's
Quarterly Report on Form 10-Q for the quarter ending January 31, 1996,
filed with the SEC on March 15, 1996.)
3.4 Certificate of Designations specifying the terms of the Series B Junior
Participating Preferred Stock of Registrant, as filed with the
Secretary of State of the State of Delaware on May 5, 1998.
(Incorporated by reference to Registrant's Registration Statement on
Form 8-A, filed with the SEC on May 5, 1998.)
4.1 Amended and Restated Rights Agreement, dated as of October 5, 1998,
between the Registrant and American Stock Transfer and Trust Company,
as Rights Agent, which includes as Exhibit A the Form of Certificate
Stock, as Exhibit B the Form of Rights Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Shares. The Rights Certificates
will not be distributed until after the Distribution Date (as such term
is defined in the Rights Agreement). (Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ending July
31, 1998, filed with the SEC on October 6, 1998.)
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