<PAGE> 1
As filed with the Securities and Exchange Commission on ______, 1999
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement under the Securities Act of 1933
INTUIT INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0034661
(State of incorporation) (I.R.S. employer identification number)
2535 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices, including zip code)
OPTIONS GRANTED UNDER THE HUTCHISON AVENUE SOFTWARE CORPORATION STOCK OPTION
PLAN DATED JUNE 29, 1999 AND ASSUMED BY INTUIT INC.
(Full title of the plan)
CATHERINE L. VALENTINE, ESQ.
INTUIT INC.
P.O. BOX 7850, M.S. 52028
MOUNTAIN VIEW, CALIFORNIA 94039-7850
(650) 944-6656
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 131,686 shares(1) $3.50 (2) $460,901 (2) $128.13 (3)
</TABLE>
(1) Shares subject to options assumed as of August 10, 1999.
(2) Weighted average per share exercise price of outstanding options assumed
as of August 10, 1999.
(3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933,
as amended.
<PAGE> 2
INTUIT INC.
REGISTRATION STATEMENT ON FORM S-8
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to 131,686 shares of Common
Stock, $0.01 par value per share, of the Registrant, reserved for issuance on
exercise of options granted under The Hutchison Avenue Software Corporation
Stock Option Plan dated June 29, 1999. The options were assumed by the
Registrant in connection with its acquisition of The Hutchison Avenue Software
Corporation on August 10, 1999, in accordance with the terms of The Hutchison
Avenue Software Corporation Share Purchase Agreement dated June 30, 1999.
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(a) 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
Registrant's annual report or prospectus referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement on Form 8-A 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 offered 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 4 DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Catherine L. Valentine, Esq.,
Vice President, General Counsel and Secretary of the Registrant. As of August
10, 1999, Ms. Valentine held options to purchase 37,085 shares of Common Stock
(of which 4,947 shares are exercisable within the next 60 days).
The consolidated financial statements and schedule of Registrant
appearing in Registrant's Annual Report (Form 10-K) for the year ended July 31,
1998, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and are 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.
2
<PAGE> 3
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) 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, for an act or omission not in good faith, intentional misconduct, a
knowing violation of law or deriving an improper personal benefit from a
transaction); (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, by
reason 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.
3
<PAGE> 4
The indemnity agreements require the Registrant to maintain director and
officer liability insurance to the extent readily available. The Registration
currently carries a director and officer insurance policy.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 EXHIBITS
4.01 The Hutchison Avenue Software Corporation Stock Option Plan dated
June 29, 1999
4.02 Form of Stock Option Grant Agreement for use under The Hutchison
Avenue Software Corporation Stock Option Plan dated June 29, 1999
4.03 Form of Assumption Agreement
4.04(1) Certificate of Incorporation of Intuit dated February 1, 1993
4.05(2) Certificate of Amendment to Intuit's Certificate of Incorporation
dated December 14, 1993
4.06(3) Certificate of Amendment to Intuit's Certificate of Incorporation
dated January 18, 1996
4.07(4) Certificate of Designations of Series B Junior Participating
Preferred Stock dated May 1, 1998
4.08(5) Amended and Restated Rights Agreement, dated October 5, 1998
4.09(5) Certificate of Retirement of Series A Preferred Stock dated September
16, 1998
4.10(6) Bylaws of Intuit, as amended and restated effective April 29, 1998
4.11(5) Form of Specimen Certificate for Intuit's Common Stock
4.12(5) Form of Right Certificate for Series B Junior Participating Preferred
Stock
5.01 Opinion of Counsel
23.01 Consent of Counsel (included in Exhibit 5.01)
23.02 Consent of Ernst & Young LLP, Independent Auditors
24.01 Power of Attorney (see page 8)
- ---------------
(1) Filed as an exhibit to Intuit's Registration Statement on Form S-1, filed
with the Commission on February 3, 1993, as amended (File No. 33-57884), and
incorporated by reference.
(2) Filed as an exhibit to Intuit's Form 10-K as originally filed with the
Commission on October 31, 1994, as amended, and incorporated by reference.
(3) Filed as an exhibit to Intuit's Form 10-Q for the quarter ended January 31,
1996, filed with the Commission on March 15, 1996 and incorporated by
reference.
(4) Filed as an exhibit to Intuit's Registration Statement on Form 8-A filed
with the Commission on May 5, 1998 and incorporated by reference.
(5) Filed as an exhibit to Intuit's Form 10-K for the fiscal year ended July 31,
1998, filed with the Commission on October 6, 1998 and incorporated by
reference.
4
<PAGE> 5
(6) Filed as an exhibit to Intuit's Form 8-K filed with the Commission on May 2,
1998 and incorporated by reference.
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 twenty percent (20%)
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 with or furnished to the Commission
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 which 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 Sections 13(a) or 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 described in Item 6
5
<PAGE> 6
hereof, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange 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.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Mountain View, State of California, on August
10, 1999.
INTUIT INC.
By: /s/ Greg J. Santora
------------------------------------
Greg J. Santora
Senior Vice President and Chief
Financial Officer
7
<PAGE> 8
POWER OF ATTORNEY
By signing this Form S-8 below, I hereby appoint each of William H.
Harris, Jr. and Greg J. Santora as my true and lawful attorneys-in-fact and
agents, in my name, place and stead, to sign any and all amendments (including
post-effective amendments) to this Form S-8 registration statement on my behalf,
and to file this Form S-8 registration statement (including all exhibits and
other documents related to the Form S-8 registration statement) with the
Securities and Exchange Commission. I authorize each of my attorneys-in-fact to
(1) appoint a substitute attorney-in-fact for himself and (2) perform any
actions that he believes are necessary or appropriate to carry out the intention
and purpose of this Power of Attorney. I ratify and confirm all lawful actions
taken directly or indirectly by my attorneys-in-fact and by any properly
appointed substitute attorneys-in-fact.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ----------------------------- --------------------------------- ----------------
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ William H. Harris, Jr. President, Chief Executive Officer August 10, 1999
- --------------------------- and Director
William H. Harris, Jr.
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ Greg J. Santora Senior Vice President and August 10, 1999
- --------------------------- Chief Financial Officer
Greg J. Santora
ADDITIONAL DIRECTORS:
/s/ William V. Campbell Chairman of the Board of Directors August 10, 1999
- ---------------------------
William V. Campbell
/s/ Christopher W. Brody Director August 10, 1999
- ---------------------------
Christopher W. Brody
/s/ Scott D. Cook Director August 10, 1999
- ---------------------------
Scott D. Cook
- --------------------------- Director _________, 1999
L. John Doerr
/s/ Donna L. Dubinsky Director August 10, 1999
- ---------------------------
Donna L. Dubinsky
/s/ Michael R. Hallman Director August 10, 1999
- ---------------------------
Michael R. Hallman
/s/ Burton J. McMurtry Director August 10, 1999
- ---------------------------
Burton J. McMurtry
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
<S> <C>
4.01 The Hutchison Avenue Software Corporation Stock Option Plan dated
June 29, 1999
4.02 Form of Stock Option Grant Agreement for use under The Hutchison
Avenue Software Corporation Stock Option Plan dated June 29, 1999
4.03 Form of Assumption Agreement
4.04(1) Certificate of Incorporation of Intuit dated February 1, 1993
4.05(2) Certificate of Amendment to Intuit's Certificate of Incorporation
dated December 14, 1993
4.06(3) Certificate of Amendment to Intuit's Certificate of Incorporation
dated January 18, 1996
4.07(4) Certificate of Designations of Series B Junior Participating
Preferred Stock dated May 1, 1998
4.08(5) Amended and Restated Rights Agreement, dated October 5, 1998
4.09(5) Certificate of Retirement of Series A Preferred Stock dated September
16, 1998
4.10(6) Bylaws of Intuit, as amended and restated effective April 29, 1998
4.11(5) Form of Specimen Certificate for Intuit's Common Stock
4.12(5) Form of Right Certificate for Series B Junior Participating Preferred
Stock
5.01 Opinion of Counsel
23.01 Consent of Counsel (included in Exhibit 5.01)
23.02 Consent of Ernst & Young LLP, Independent Auditors
24.01 Power of Attorney (see page 8)
</TABLE>
- ------------
(1) Filed as an exhibit to Intuit's Registration Statement on Form S-1, filed
with the Commission on February 3, 1993, as amended (File No. 33-57884), and
incorporated by reference.
(2) Filed as an exhibit to Intuit's Form 10-K as originally filed with the
Commission on October 31, 1994, as amended, and incorporated by reference.
(3) Filed as an exhibit to Intuit's Form 10-Q for the quarter ended January 31,
1996, filed with the Commission on March 15, 1996 and incorporated by
reference.
(4) Filed as an exhibit to Intuit's Registration Statement on Form 8-A filed
with the Commission on May 5, 1998 and incorporated by reference.
(5) Filed as an exhibit to Intuit's Form 10-K for the fiscal year ended July 31,
1998, filed with the Commission on October 6, 1998 and incorporated by
reference.
(6) Filed as an exhibit to Intuit's Form 8-K filed with the Commission on May 2,
1998 and incorporated by reference.
<PAGE> 1
Exhibit 4.01
THE HUTCHISON AVENUE SOFTWARE CORPORATION
STOCK OPTION PLAN
1. PURPOSE. The purpose of the Plan is to provide incentives to retain
and motivate eligible persons whose present and potential contributions are
important to the success of the Company (or any Parent, Subsidiary or Affiliate
of the Company), by offering those persons an opportunity to participate in the
Company's future performance through awards of Options. Capitalized terms are
defined in Section 19 if they are not otherwise defined in other sections of the
Plan.
2. SHARES SUBJECT TO THE PLAN.
2.1 Number of Shares Available. Subject to Sections 2.2 and 14,
the total number of Shares reserved and available for grant and issuance
pursuant to Options under the Plan shall be _______ Shares. At all times the
Company will reserve and keep available a sufficient number of Shares to satisfy
the requirements of all outstanding Options granted under the Plan.
2.2 Adjustment of Shares. If the number of outstanding Shares is
changed by a stock dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in the capital
structure of the Company, without consideration, then (a) the number of Shares
reserved for issuance under the Plan and (b) the Exercise Prices of and number
of Shares subject to outstanding Options, will be proportionately adjusted,
subject to any required action by the stockholders of the Company and compliance
with applicable securities laws; provided that fractions of a Share will not be
issued but will either be paid in cash at Fair Market Value, or will be rounded
up to the nearest Share, as determined by the Committee.
3. ELIGIBILITY. Options may be granted to employees, officers,
consultants, independent contractors and advisors of the Company or any Parent,
Subsidiary or Affiliate of the Company. Only consultants, contractors and
advisors that render bona fide services not in connection with the offer and
sale of securities in a capital-raising transaction may be granted Options under
the Plan. A person may be granted more than one Option under the Plan.
4. ADMINISTRATION.
4.1 Committee Authority. The Plan shall be administered by the
Committee. Subject to the terms and conditions of the Plan, the Committee will
have full power to implement and carry out the Plan. Without limiting the
previous sentence, provided that no amendment which is detrimental to a
Participant may be made to any outstanding Option without the consent of the
Participant, the Committee will have the authority to:
(a) construe and interpret the Plan, any Stock Option Agreement and
any other agreement or document executed pursuant to the Plan;
(b) determining the forms and agreements used in connection with the
Plan;
(c) select persons to receive Options;
(d) determine the terms of Options;
(e) determine the number of Shares subject to Options;
(f) determine whether Options will be granted singly, in
combination, or in tandem with, in replacement of, or as
alternatives to, other Options under the Plan or any other
incentive or compensation plan of the Company or any Parent,
Subsidiary or Affiliate of the Company;
(g) grant waivers of Plan or Option conditions;
<PAGE> 2
(h) determine the vesting and exercisability of Options;
(i) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Option or any Stock Option
Agreement; or
(j) make all other determinations necessary or advisable for the
administration of the Plan.
5. OPTIONS. The Committee may grant Options to eligible persons and will
determine (a) the number of Shares subject to the Option, (b) the Exercise Price
of the Option, (c) the period during which the Option may be exercised, and (d)
all other terms and conditions of the Option, subject to the following:
5.1 Form of Option Grant. Each Option granted under the Plan will
be evidenced by a Stock Option Agreement. The Stock Option Agreement will be
substantially in a form (which need not be the same for each Participant) that
the Committee has from time to time approved, and will comply with and be
subject to the terms and conditions of the Plan.
5.2 Date of Grant. The date of grant of an Option will be the
date set out in the Stock Option Agreement. The Stock Option Agreement and the
Plan will be delivered to the Participant within a reasonable time after the
Option is granted. The Plan and any other required documents may delivered in
any manner (including electronic distribution or posting) that meets applicable
legal requirements.
5.3 Exercise Period and Expiration Date. Options will be
exercisable within the times set forth in the Stock Option Agreement, subject to
the provisions of Section 5.5, and subject to Company policies established by
the Committee from time to time with respect to vesting during leaves of
absences. The Stock Option Agreement shall set forth the last date that the
Option may be exercised (the "EXPIRATION DATE").
5.4 Exercise Price. The Exercise Price of an Option will be
determined by the Committee and set out in the Stock Option Agreement when the
Option is granted and may be less than the Fair Market Value of the Shares
subject to the Option at the date of grant. Payment for the Shares purchased
upon the exercise of an Option must be made in accordance with Section 6 of the
Plan and the Stock Option Agreement.
5.5 Termination.
(a) Vesting. Any Option granted to a Participant will cease to vest on
the Participant's Termination Date, unless the Participant is Terminated for:
(i) "total disability" (as defined in this Section 5.5(a)); (ii) death (or his
or her death occurs within three months of Termination for reasons other than
Cause); or (iii) reasons other than Cause. Options granted to a Participant who
is an employee will vest as to 100%, if the Participant is Terminated due to
"total disability" or death (or his or her death occurs within three months of
Termination for reasons other than Cause). For purposes of this Section 5.5(a)
"total disability" shall mean: (A) (1) for so long as such definition is used
for purposes of the Company's group life insurance and accidental death and
dismemberment plan or group long term disability plan, that the Participant is
unable to perform each of the material duties of any gainful occupation for
which the Participant is or becomes reasonably fitted by training, education or
experience and which total disability is in fact preventing the Participant from
engaging in any employment or occupation for wage or profit; or, (2) if such
definition has changed, such other definition of "total disability" as
determined under the Company's group life insurance and accidental death and
dismemberment plan or group long term disability plan; and (B) the Company shall
have received from the Participant's primary physician a certification that the
Participant's total disability is likely to be permanent. In the event a
Participant is Terminated by the Company, or any Subsidiary, Parent or Affiliate
of the Company, for reasons other than Cause, fifty percent (50%) of each Option
granted to such Participant that has not yet vested on the date that the
Participant is Terminated shall immediately vest and the remaining unvested
portion of each such Option shall automatically expire and terminate.
(b) Post-Termination Exercise Period. Following a Participant's
Termination, the Participant's Option may be exercised to the extent vested,
subject to Section 5.5(a):
(i) no later than 90 days after the Termination Date if a
Participant is Terminated for any reason except death or
Disability, unless a longer time period, not exceeding
five years, is specifically
2
<PAGE> 3
set forth in the Participant's Stock Option Agreement;
provided that no Option may be exercised after the
Expiration Date of the Option; or
(ii) no later than (A) twelve months after the Termination
Date in the case of Termination due to Disability or (B)
eighteen months after the Termination Date in the case
of Termination due to death or if a Participant dies
within three months of the Termination Date, unless a
longer time period, not exceeding five years, is
specifically set forth in the Participant's Stock Option
Agreement; provided that no Option may be exercised
after the Expiration Date of the Option.
5.6 Limitations on Exercise. The Committee may specify a
reasonable minimum number of Options that may be exercised at any time.
5.7 Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor; provided that any such action may not, without the
written consent of Participant, impair any of Participant's rights under any
Option previously granted. The Committee may reduce the Exercise Price of
outstanding Options without the consent of Participants affected, by a written
notice to them.
6. PAYMENT FOR SHARE PURCHASES.
6.1 Payment. Payment for Shares purchased pursuant to the
exercise of an Option may be made by any of the following methods (or any
combination of such methods) that are described in the applicable Stock Option
Agreement and that are permitted by law:
(a) in cash (by check);
(b) by cancellation of indebtedness of the Company to the
Participant;
(c) by waiver of compensation due or accrued to Participant for
services rendered;
(d) provided that a public market for the Company's stock exists:
(1) through a "same day sale" commitment from the Participant
and a broker-dealer that is a member of the National
Association of Securities Dealers (an "NASD DEALER")
whereby the Participant irrevocably elects to exercise the
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 the Participant and an
NASD Dealer whereby the Participant irrevocably elects to
exercise the 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
(e) by any combination of the foregoing.
6.2 Loan Guarantees. The Committee may, in its sole discretion,
help a Participant pay for Shares purchased under the Plan by authorizing a
guarantee by the Company of a third-party loan to the Participant.
6.3 Issuance of Shares. Upon payment of the applicable Exercise
Price (or a commitment for payment from the NASD Dealer designated by the
Participant in the case of an exercise by means of a "same day sale" or "margin"
commitment) and compliance with other conditions and procedures established by
the Company for the purchase of shares, the Company shall issue the Shares
registered in the name of Participant (or in the name of the NASD Dealer
designated by the Participant in the case of an exercise by means of a "same day
sale" or "margin" commitment) and shall deliver certificates representing the
Shares (in physical or electronic, as appropriate). The Shares may be subject to
legends or other restrictions as necessary to comply with Section 11 of the
Plan.
3
<PAGE> 4
7. WITHHOLDING TAXES. Whenever Shares are to be issued in satisfaction
of Options granted under this Plan, the Company may require the Participant to
remit to the Company an amount sufficient to satisfy any withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. Whenever, under this Plan, payments in satisfaction of Options are to be
made in cash, such payment will be net of an amount sufficient to satisfy
withholding tax requirements.
8. PRIVILEGES OF STOCK OWNERSHIP. No Participant will have any rights as
a stockholder of the Company with respect to any Shares until the Shares are
issued to the Participant. After Shares are issued to the Participant, the
Participant will be a stockholder and have all the rights of a stockholder with
respect to the Shares.
9. TRANSFERABILITY. Options granted under the Plan, and any interest
therein, shall not be transferable or assignable by the Participant, and may not
be made subject to execution, attachment or similar process, otherwise than by
will or by the laws of descent and distribution or as consistent with the Plan
and specific Stock Option Agreement provisions relating thereto. During the
lifetime of the Participant an Option shall be exercisable only by the
Participant, and any elections with respect to an Option may be made only by the
Participant.
10. CERTIFICATES. All certificates for Shares or other securities
delivered under the Plan (whether in physical or electronic form, as
appropriate) will be subject to stock transfer orders, legends and other
restrictions that the Committee deems necessary or advisable, including without
limitation restrictions under any applicable securities law, or any rules,
regulations and other requirements of the regulatory authorities or any stock
exchanges or automated quotation system on which the Shares may be listed.
11. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Option shall not
be effective unless the Option is in compliance with all applicable state,
provincial, federal and foreign securities laws, rules and regulations of any
governmental body, and the requirements of any stock exchange or automated
quotation system on which the Shares may then be listed, as they are in effect
on the date of grant of the Option and also on the date of exercise or other
issuance. Notwithstanding any other provision in the Plan, the Company shall
have no obligation to issue or deliver certificates for Shares under the Plan
prior to (a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (b) completion of any registration
or other qualification of such shares under any state, federal or foreign law or
ruling of any governmental body that the Company determines to be necessary or
advisable. The Company shall be under no obligation to register the Shares with
any securities regulatory authority or to effect compliance with the
registration, qualification or listing requirements of any state, provincial,
federal or foreign securities laws, stock exchange or automated quotation
system, and the Company shall have no liability for any inability or failure to
do so.
12. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Option granted
under the Plan shall confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant's employment or other relationship at any time,
with or without Cause.
13. EXCHANGE AND BUYOUT OF OPTIONS. The Committee may, at any time or
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Options in the Company or in any Parent or Affiliate
in exchange for the surrender and cancellation of any or all outstanding
Options. The Committee may at any time buy from a Participant an Option
previously granted with payment in cash, Shares or other consideration, based on
such terms and conditions as the Committee and the Participant shall agree.
14. CORPORATE TRANSACTIONS.
14.1 Assumption of Options by Acquirer or Acquirer's Parent. In
the event that all of the outstanding share capital of the Company is acquired
by another legal entity, the acquiring legal entity or its Parent may assume the
Options granted under this Plan. Upon assumption of an Option, the Participant
shall have no further rights to purchase Shares of the Company pursuant to such
Option and the Participant shall instead acquire rights to purchase shares of
the acquiring legal entity or its Parent subject to the same terms as the Option
outstanding immediately prior to the assumption, except that the number of
shares and Exercise Price may be adjusted pursuant to the terms of the agreement
for the acquisition of all of the outstanding share capital of the Company. It
is intended that the disposition by the Participant of
4
<PAGE> 5
his or her rights to purchase Shares of the Company under the Option and the
acquisition by such Participant of such rights to purchase shares in the
acquiring legal entity or its Parent shall meet the requirements of Subsection
7(1.4) of the Income Tax Act (Canada) and any corresponding provision of any
relevant provincial legislation.
14.2 Assumption or Replacement of Options in a Corporate
Transaction. 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 the Options granted under the Plan are
assumed or replaced by the successor corporation, which assumption shall be
binding on all Participants), (b) a dissolution or liquidation of the Company,
(c) the sale of substantially all of the assets of the Company, or (d) a merger
or consolidation in which the Company is the surviving corporation wherein the
stockholders of the Company give up all of their equity interest in the Company
(collectively, a "CORPORATE TRANSACTION"), any or all outstanding Options may be
assumed by or replaced with equivalent options by the successor corporation,
which assumption or replacement shall be binding on all Participants. In the
alternative, the successor corporation may substitute equivalent Options or
provide substantially similar consideration to Participants as was provided to
stockholders (after taking into account the existing provisions of the Options).
In the event such successor corporation, if any, refuses to assume or replace
the Options, as provided above, pursuant to a Corporate Transaction, such
Options shall expire in connection with the Corporate Transaction at such time
and on such conditions as the Board shall determine. For purposes of this
Section 14.2, "Company" shall mean the issuer of the securities for which the
Options are exercisable immediately prior to the Corporate Transaction.
14.3 Other Treatment of Options. Subject to any greater rights
granted to Participants under Section 14.2, in the event of the occurrence of a
Corporate Transaction, any outstanding Options shall be treated as provided in
the applicable agreement or plan of merger, consolidation, dissolution,
liquidation or sale of assets.
15. ADOPTION. The Plan is effective on the date that it is adopted by
the Board (the "EFFECTIVE DATE").
16. TERM OF PLAN. The Plan will terminate ten years from the Effective
Date.
17. NONEXCLUSIVITY OF THE PLAN; UNFUNDED PLAN. Neither the adoption of
the Plan by the Board nor any provision of the Plan shall be construed as
creating any limitations on the power of the Board to adopt such additional
compensation arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either generally applicable or applicable only in
specific cases. The Plan shall be unfunded. Neither the Company nor the Board
shall be required to segregate any assets that may at any time be represented by
Options made pursuant to the Plan. Neither the Company, the Committee, nor the
Board shall be deemed to be a trustee of any amounts to be paid under the Plan.
18. ENUREMENT. This Plan shall be binding on and enure to the benefit of
the Company's legal successors and permitted assigns.
19. DEFINITIONS. As used in the Plan, 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) "CAUSE" shall, in addition to such meaning as shall have been or
shall hereafter be ascribed to such term or similar terms from
time to time by the jurisprudence or law, a serious reason,
mean: (i) a willful failure or refusal by the Participant to
perform his or her customary duties or services for the Company,
or any Parent, Subsidiary or Affiliate of the Company, without
lawful justification; (ii) the Participant's conviction for a
criminal act or other offense pursuant to the provisions of the
Criminal Code of Canada or any other criminal or penal statute
of any jurisdiction which the Company, or any Parent, Subsidiary
or Affiliate of the Company, reasonably determines may have an
adverse effect upon the reputation or
5
<PAGE> 6
good will of the Company, or any Parent, Subsidiary or Affiliate
of the Company, or on the performance of the Participant's
duties; (iii) a breach by the Participant of, or his or her
failure or refusal to perform, in any material respect, any of
his or her obligations under any employment agreement, employee
invention and confidentiality agreement or such other material
written agreement between Participant and the Company, or any
Parent, Subsidiary or Affiliate of the Company; (iv)
Participant's deficient job performance provided Participant
fails to cure such deficiency in all material respects within a
reasonable period of time, but no later than thirty (30) days
after receipt of notice; (v) Participant's violation of any
published employment policy or practice of the Company provided
he or she fails to adhere to such policy/practice within a
reasonable period of time, but no later than thirty (30) days,
after receipt of notice; or (vi) gross negligence or willful
misconduct or fraud by the Participant in the performance of his
or her duties.
(d) "COMMITTEE" means the committee appointed by the Board to
administer the Plan. If no Committee is appointed, the Board
shall act as the Committee.
(e) "COMPANY" means The Hutchison Avenue Software Corporation or any
successor corporation or other successor entity.
(f) "DISABILITY" means a disability which is total and permanent as
determined by the Committee.
(g) "EXERCISE PRICE" means the price at which a Participant who holds
an Option may purchase the Shares issuable upon exercise of the
Option.
(h) "FAIR MARKET VALUE" means, as of any date, the value of a share
of the Company's Common Stock determined by the Board of
Directors of the Company in good faith.
(i) "OPTION" means an award of an option to purchase Shares pursuant
to Section 5 of the Plan.
(j) "PARENT" means any legal entity (other than the Company) in an
unbroken chain of legal entities ending with the Company, if at
the time of the granting of an Option under the Plan, each of
such legal entities 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 legal entities in such chain.
(k) "PARTICIPANT" means a person who receives an Option under the
Plan.
(l) "PLAN" means The Hutchison Avenue Software Corporation Stock
Option Plan, as amended from time to time.
(m) "SHARES" means shares of the Company's Common Stock, and, upon
the assumption of the Options by any successor legal entity or
its Parent in the circumstances described in Sections 14.1 or
14.2, the common shares or shares of common stock of such
successor legal entity or Parent, reserved for issuance under the
Plan, as adjusted pursuant to Sections 2.2 and 14.
(n) "STOCK OPTION AGREEMENT" means the form of Stock Option Plan
Grant Agreement attached hereto as Exhibit "A", an agreement
evidencing the award of an Option.
(o) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at
the time of granting of the Option, 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.
(p) "TERMINATION" or "TERMINATED" means, for purposes of the Plan
with respect to a Participant, that the Participant has ceased
to provide services as an employee, consultant, independent
contractor or advisor, to the Company or a Parent, Subsidiary or
Affiliate of the Company; provided that a Participant shall not
be deemed to be Terminated if the Participant is on a leave of
absence approved by the Committee or by an officer of the
Company designated by the Committee; and provided further, that
during any approved leave of absence, vesting of Options shall
be suspended or continue in accordance with guidelines
established from time to time by the Committee. The effective
date on which a Participant ceases to provide services is
referred to throughout this Plan as the "TERMINATION DATE".
6
<PAGE> 1
Exhibit 4.02
Grant No.:_________
Exhibit A
to
The Hutchison Avenue Software Corporation
Stock Option Plan
Grant Agreement
<PAGE> 2
THE HUTCHISON AVENUE SOFTWARE CORPORATION STOCK OPTION PLAN GRANT AGREEMENT
The Hutchison Avenue Software Corporation (the "Company"), hereby grants
nonqualified stock options ("Options") to the Participant named below, pursuant
to the Company's Stock Option Plan (the "Plan"), to purchase shares of the
Company's Common Stock ("Common Stock") as described below. The Options are
subject to all of terms and conditions of the Plan, which is attached to this
Agreement and is incorporated into this Agreement by reference. All capitalized
terms in this Agreement that are not defined in the Agreement have the meanings
given to them in the Plan. Notwithstanding the foregoing, for a period of
forty-five days following the Date of Grant set forth below, the Options are
subject to cancellation by the Company for any reason, and at any time, without
compensation to the Participant. Such right of cancellation shall terminate
effective immediately prior to the closing of a transaction described in Section
14.1 of the Plan or the occurrence of a Corporate Transaction as defined in
Section 14.2 of the Plan.
<TABLE>
<S> <C>
Name of Participant: (FirstName) (LastName)
Address (AddressLine1)
(City) (State) (ZipCode)
Number of Options: **(SharesGranted) **
Exercise Price Per Option: (OptionPrice)
Date of Grant:
First Vesting Date: (Period1VestDate)
Expiration Date:
Vesting Schedule: So long as Participant is employed by the Company or any of its Subsidiaries,
25% of the Options will vest on the First Vesting Date; then 2.0833% of the
Options will vest on each monthly anniversary of the First Vesting Date until
100% vested. On Termination, the Options shall either cease to vest or, in the
event Participant is totally disabled or dies as provided in Section 5.5 of the
Plan, accelerate in full. In the event that Participant is Terminated without
Cause, 50% of all of the Options granted which have not vested shall vest
immediately as provided in Section 5.5(a) of the Plan and the remaining Options
shall expire. Following Termination, Participant may exercise the Options only
as provided in Section 5.5 of the Plan. Vesting may also be suspended in
accordance with Company policies with respect to vesting during leaves of
absences, as described in Section 5.3 of the Plan.
To exercise Options, Participant must follow the procedures established by the
Company, as described the Plan. Options may be exercised only to the extent they
are vested. Payment of the Exercise Price for the Options may be made in cash
(by check) and/or, if a public market exists for the Company's Common Stock,
by means of a Same-Day-Sale Commitment or Margin Commitment from Participant
and an NASD Dealer (as described in Section 9.1 of the Plan). Upon exercise of
the Options, Participant understands that the Company may be required to withhold
taxes.
</TABLE>
This Agreement (including the Plan, which is incorporated by reference)
constitutes the entire agreement between the Company and the Participant with
respect to the Options, and supersedes all prior agreements or promises with
respect to the Options. Except as provided in the Plan, this Agreement may be
amended only by a written document signed by the Company and the Participant.
Subject to the terms of the Plan, the Company may assign any of its rights and
obligations under this Agreement to its Parent, and this Agreement shall be
binding on, and inure to the benefit of, the successors and permitted assigns of
the Company. Subject to the restrictions on transfer of the Options described in
the Plan, this Agreement shall be binding on Participant's permitted successors
and assigns (including heirs, executors, administrators and legal
representatives). All notices required under this Agreement or the Plan must be
mailed or hand-delivered to the Company or the Participant at their respective
addresses set forth in this Agreement, or at such other address designated in
writing by either of the parties to the other.
The Company has signed this Option Agreement effective as the Date of Grant.
THE HUTCHISON AVENUE SOFTWARE CORPORATION
1435 Bleury Street #700
Montreal, Quebec
H3A 2H7
By:
--------------------------------------
PARTICIPANT'S ACCEPTANCE
I accept this Agreement and agree to the terms and conditions in this Agreement
and the Plan. I acknowledge that I have received a copy of the Plan, and I
understand and agree that this Agreement is not meant to interpret, extend, or
change the Plan in any way, nor to represent the full terms of the Plan. If
there is any discrepancy, conflict or omission between this Agreement and the
provisions of the Plan as interpreted by the Company, the provisions of the Plan
shall apply. I understand and agree that for a
<PAGE> 3
period ending forty-five days following the Date of Grant (or, if earlier, the
closing of a transaction described in Section 14.1 of the Plan or the occurrence
of a Corporate Transaction as defined in Section 14.2 of the Plan) the Company
may cancel the Options for any reason, and at any time, without compensation to
me. I further acknowledge and agree that in the event that all of the
outstanding share capital of the Company is acquired by another legal entity and
the acquiring legal entity or its Parent legal entity assumes the Options, I
shall have no further rights to purchase Shares of the Company pursuant to such
Options and shall instead acquire rights to purchase shares of the acquiring
legal entity or its parent legal entity subject to the same terms as the
Options, except that the number of Shares subject to the Options and the
Exercise Price per Share subject to the Options may be adjusted pursuant to the
terms of the agreement for the acquisition of all of the outstanding share
capital of the Company. I hereby agree to be bound by any such adjustment.
The Participant confirms his/her express wish that this Agreement be drawn up in
the English language. Les parties aux presentes acceptent que la presente
entente soit redigee en langue anglaise.
Signature:
------------------------------
Date:
-----------------------------------
<PAGE> 1
Exhibit 4.03
IMPORTANT INFORMATION REGARDING YOUR STOCK OPTIONS
Please staple this memorandum to your original The Hutchison Avenue
Software Corporation Stock Option Plan Grant Agreement (the "HASC Option
Agreement"). It describes the terms of the assumption by Intuit Inc. ("Intuit")
of the Hutchison Avenue Software Corporation ("HASC") options issued to you
on June ____, 1999 (the "HASC Options"). All of the terms and conditions
attaching to the options are set out in the HASC Option Agreement and the HASC
Stock Option Plan. No other documentation detailing the terms of your HASC
Options or the assumption thereof by Intuit will be issued to you.
TO: [insert name of holder]
FROM: Intuit
DATE:
On [the Closing Date] Intuit NS ULC, a wholly owned subsidiary of
Intuit, completed its acquisition of all of the shares in the capital of HASC
pursuant to the terms of a Share Purchase Agreement entered into as of June 30,
1999. As a result of this transaction, your option to purchase shares of HASC
under the HASC Options has been assumed by Intuit and converted into an option
to purchase shares of Intuit Common Stock (the "INTUIT OPTION").
The attached Share and Exercise Price Summary indicates as of [the
Closing Date] the number of shares of Intuit Common Stock subject to your Intuit
Option and the exercise price per share of Intuit Common Stock you must pay to
exercise your Intuit Option.
The number of shares of Intuit Common Stock subject to your Intuit
Option and the exercise price per share of your Intuit Option were calculated
based on a conversion ratio that takes into account the relative values of
Intuit Common Stock and HASC Common Stock. This conversion ratio and the
calculation of the number of shares and exercise price of your Intuit Option is
detailed on the attached Share and Exercise Price Summary.
The other terms and conditions of your HASC Option remain unchanged.
Upon the assumption and conversion of the HASC Options by Intuit into Intuit
Options, which became effective on [the Closing Date], you will have no further
rights or entitlements under the HASC Options to acquire HASC shares.
In the event of a change in capitalization of Intuit or a Corporate
Transaction, as defined in Section 14.2 of the HASC Stock Option Plan, your
Intuit Option will be treated in the same manner as options to purchase Intuit
Common Stock held by Intuit employees.
Intuit will file a Form S-8 Registration Statement covering your Intuit
Option and the underlying shares with the United States Securities and Exchange
Commission on or before
<PAGE> 2
[INSERT DATE]. NOTE: If you exercise your Intuit Options before the date on
which the S-8 Registration Statement becomes effective, your shares will be
subject to securities laws restrictions that will prohibit the public sale of
the shares for one year. Accordingly, you should consult with your legal advisor
prior to exercising any shares before the effective date of the Form S-8
Registration Statement. You should also consult your individual tax advisor at
the time of any stock option exercise.
If you have any questions about your Intuit Option, please contact
Intuit's stock option administrator, Sharon Savatski, at (650) 944-6504, or via
email at [email protected]. By signing below you consent to the terms
of the assumption and conversion of your HASC Options by Intuit into Intuit
Options as described above and that you have no further option or right to HASC
shares.
This agreement and the Intuit Option shall be governed by and construed in
accordance with the domestic laws of the State of California without giving
effect to any choice or conflict of law provision or rule (whether of the State
of California or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of California.
THE PARTICIPANT CONFIRMS HIS/HER EXPRESS WISH THAT THIS AGREEMENT BE DRAWN UP IN
THE ENGLISH LANGUAGE. LES PARTIES AUX PRESENTES ACCEPTENT QUE LA PRESENTE
ENTENTE SOIT REDIGEE EN LANGUE ANGLAISE.
Intuit Inc.
By:
-----------------------------------------
[NAME OF OFFICER AUTHORIZED TO SIGN]
[TITLE OF OFFICER AUTHORIZED TO SIGN]
Acknowledged, accepted and agreed:
- ----------------------------------
[optionee]
<PAGE> 3
SHARE AND EXERCISE PRICE SUMMARY
Name of Optionee: __________________________________
Address: __________________________________
Social Insurance #/Social Security #:
__________________________________
Date of Grant of
HASC Options: __________________________________
Number of HASC Shares
Subject to
HASC Options: __________________________________
Multiplied By Conversion Ratio: [INSERT CONVERSION RATIO]
Number of Intuit Shares
Subject to
Intuit Option: __________________________________
Exercise Price per Share of
HASC Options: __________________________________
Divided By Conversion Ratio: [INSERT CONVERSION RATIO]
Exercise Price per Share of
Intuit Option: __________________________________
<PAGE> 1
Exhibit 5.01
[INTUIT INC. LETTERHEAD]
August 11, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Subject: Intuit Inc.
Ladies and Gentlemen
This opinion is provided in connection with a Form S-8 Registration Statement
(the "Registration Statement") being filed by Intuit Inc. (the "Company") on or
about August 10, 1999. The Registration Statement relates to the registration of
131,686 shares of the Company's Common Stock, par value $0.01 per share (the
"Shares"). The Shares have been reserved for issuance upon the exercise of
options granted under The Hutchison Avenue Software Corporation Stock Option
Plan dated June 29, 1999 (the "Plan") and assumed by the Company upon the
Company's acquisition of The Hutchison Avenue Software Corporation. The options
were assumed by the Company pursuant to the terms of The Hutchison Avenue
Software Corporation Share Purchase Agreement dated as of June 30, 1999 (the
"Purchase Agreement") by and among the Company, Intuit NS ULC, a wholly owned
subsidiary of the Company, The Hutchison Avenue Software Corporation and the
individuals listed on the Schedule of Sellers attached thereto as Exhibit C.
For purposes of this opinion, I have examined copies of (i) the Registration
Statement, (ii) the Certificate of Incorporation of the Company, as amended to
date, (iii) the Bylaws of the Company, as amended to date, (iv) the Plan, (v)
the Purchase Agreement, (vi) resolutions of the Board of Directors and
stockholders of The Hutchison Avenue Software Corporation relating to adoption
of the Plan and (vii) resolutions of the Board of Directors of the Company
relating to the Purchase Agreement and the transactions contemplated by the
Purchase Agreement, including assumption of the options. In rendering the
opinion expressed herein, I have assumed the genuineness of all signatures, the
authenticity of all documents, instruments and certificates purporting to be
originals, the conformity with the original documents, instruments and
certificates of all documents, instruments and certificates purporting to be
copies, and the legal capacity to sign of all individuals executing documents,
instruments and certificates. I have also assumed that all Shares will be issued
pursuant to the Plan for a purchase price of not less than $0.01 per share.
Based upon and subject to the foregoing and to the effectiveness of the
Registration Statement, I am of the opinion that the Shares that may be issued
by the Company pursuant to the Plan, when issued and paid for in accordance with
the Plan, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not admit thereby that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ CATHERINE L. VALENTINE
Catherine L. Valentine
Vice President and General Counsel
<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 S8) pertaining to Options granted under the
Hutchison Avenue Software Corporation Stock Option Plan dated June 29,1999 and
assumed by Intuit Inc. and to the incorporation by reference therein of our
report dated August 19, 1998 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, 1998, filed with the Securities and Exchange
Commission.
Palo Alto, California
August 12, 1999
