<PAGE> 1
As filed with the Securities and Exchange Commission on December 10, 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 (I.R.S. employer
incorporation) identification number)
2535 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices, including zip code)
INTUIT INC. 1996 DIRECTORS STOCK OPTION PLAN
(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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 shares(1) $58.72(2) $5,872,000(2) $1,550.21(3)
</TABLE>
(1) Represents additional shares available for grants under Registrant's
1996 Directors Stock Option Plan as of November 30, 1999.
(2) The offering price information is estimated as of December 8, 1999
pursuant to Rules 457(c) and 457(h), solely for the purpose of
calculating the registration fee.
(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 100,000 shares of Common Stock,
$0.01 par value per share of the Registrant, reserved for issuance under the
Intuit Inc. 1996 Directors Stock Option Plan (the "Plan"). On November 26, 1996,
the Registrant filed an initial Form S-8 Registration Statement (file no.
333-16829) to register 360,000 shares of Common Stock reserved for issuance
under the Plan. On January 30, 1998, the Registrant filed a Form S-8
Registration Statement (file no. 333-45277) to register an additional 135,000
shares of Common Stock reserved for issuance under the Plan. On January 25,
1999, the Registrant filed a Form S-8 Registration Statement (file no.
333-71101) to register an additional 90,000 shares of Common Stock reserved for
issuance under the Plan. (All share amounts have been adjusted to reflect stock
splits.) The contents of such Registration Statements are incorporated herein by
reference except as set forth below.
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 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 Virginia R. Coles, Esq.,
Assistant General Counsel and Assistant Secretary of the Registrant. As of
December 7, 1999, Ms. Coles held 939 shares of Intuit's common stock and held
options to purchase 21,815 shares of Common Stock (of which 6,815 shares are
exercisable within the next 60 days).
The consolidated financial statements and schedule of Registrant
appearing in Registrant's Form 10-K/A, Amendment No. 1, for the year ended July
31, 1999, 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.
<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.
<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.
<TABLE>
<CAPTION>
ITEM 8 EXHIBITS
---------
<S> <C>
4.01 Registrant's 1996 Directors Stock Option Plan, as amended
through November 30, 1999
4.02(1) Form of Stock Option Grant Agreement for use under 1996
Directors Stock Option Plan
4.03(2) Certificate of Incorporation of Intuit dated February 1, 1993
4.04(3) Certificate of Amendment to Intuit's Certificate of
Incorporation dated December 14, 1993
4.05(4) Certificate of Amendment to Intuit's Certificate of
Incorporation dated January 18, 1996
4.06(5) Certificate of Designations of Series B Junior Participating
Preferred Stock dated May 1, 1998
4.07(6) Certificate of Retirement of Series A Preferred Stock dated
September 16, 1998
4.08(7) Second Amended and Restated Rights Agreement, dated October 15,
1999
4.09(7) Certificate of Increase of Series B Junior Participating
Preferred Stock dated November 9, 1999
4.10(7) Certificate of Amendment to Intuit's Certificate of
Incorporation dated November 30, 1999
4.11(8) Bylaws of Intuit, as amended and restated effective April 29,
1998
4.12(6) Form of Specimen Certificate for Intuit's Common Stock
4.13(6) 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
24.01 Power of Attorney (see page 7)
</TABLE>
(1) Filed as an exhibit to Intuit's Form 10-K/A, Amendment No. 1, for the
fiscal year ended July 31, 1999, filed with the Commission on October
27, 1999, and incorporated by reference
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
<PAGE> 5
(7) Filed as an exhibit to Intuit's Registration Statement on Form S-8 filed
with the Commission on December 10, 1999, and incorporated by reference.
(8) 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.
<PAGE> 6
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 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.
<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 December
10, 1999.
INTUIT INC.
By: /s/ GREG J. SANTORA
---------------------------------------
Greg J. Santora
Senior Vice President and Chief
Financial Officer
<PAGE> 8
POWER OF ATTORNEY
By signing this Form S-8 below, I hereby appoint each of William V.
Campbell 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 V. Campbell Acting Chief Executive Officer and December 10, 1999
- ----------------------------- Chairman of the Board of Directors
William V. Campbell
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ Greg J. Santora Senior Vice President and December 10, 1999
- ----------------------------- Chief Financial Officer
Greg J. Santora
ADDITIONAL DIRECTORS:
/s/ CHRISTOPHER W. BRODY Director December 10, 1999
- -----------------------------
Christopher W. Brody
/s/ SCOTT D. COOK Director December 10, 1999
- -----------------------------
Scott D. Cook
Director December __, 1999
- -----------------------------
L. John Doerr
/s/ DONNA L. DUBINSKY Director December 10, 1999
- -----------------------------
Donna L. Dubinsky
/s/ MICHAEL R. HALLMAN Director December 10, 1999
- -----------------------------
Michael R. Hallman
/s/ William H. Harris, Jr.
- ----------------------------- Director December 10, 1999
William H. Harris, Jr.
- ----------------------------- Director December __, 1999
Burton J. McMurtry.
</TABLE>
<PAGE> 9
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- -----
4.01 Registrant's 1996 Directors Stock Option Plan,
as amended through November 30, 1999
5.01 Opinion of Counsel
23.01 Consent of Counsel (included in Exhibit 5.01)
23.02 Consent of Ernst & Young LLP
24.01 Power of Attorney (see page 7)
<PAGE> 1
EXHIBIT 4.01
INTUIT INC.
1996 DIRECTORS STOCK OPTION PLAN
As Adopted October 7, 1996
As Amended through November 30, 1999
1. PURPOSE. This 1996 Directors Stock Option Plan (this "Plan") is
established to provide equity incentives for non-employee members of the Board
of Directors of Intuit Inc. (the "Company"), who are described in Section 6.1
below, by granting such persons options to purchase shares of stock of the
Company.
2. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on
the date (the "Effective Date") on which it is adopted by the Board of Directors
of the Company (the "Board"). This Plan shall be approved by the stockholders of
the Company, consistent with applicable laws, within twelve (12) months after
the date this Plan is adopted by the Board. Options ("Options") may be granted
under this Plan after the Effective Date provided that, in the event that
stockholder approval is not obtained within the time period provided herein,
this Plan, and all Options granted hereunder, shall terminate. No Option that is
issued as a result of any increase in the number of shares authorized to be
issued under this Plan shall be exercised prior to the time such increase has
been approved by the stockholders of the Company and all such Options granted
pursuant to such increase shall similarly terminate if such stockholder approval
is not obtained. The amendments to the Plan that were approved by the Board in
October 1999 and were subject to stockholder approval will become effective on
the date on which they are approved by the the stockholders of the Company at
the next annual stockholders meeting (the "Amendment Approval Date").
3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan shall be
non-qualified stock options ("NQSOs"). The shares of stock that may be purchased
upon exercise of Options granted under this Plan (the "Shares") are shares of
the Common Stock of the Company.
4. NUMBER OF SHARES. The maximum number of Shares that may be issued
pursuant to Options granted under this Plan (the "Maximum Number") is 685,000
Shares, subject to adjustment as provided in this Plan. If any Option is
terminated for any reason without being exercised in whole or in part, the
Shares thereby released from such Option shall be available for purchase under
other Options subsequently granted under this Plan. At all times during the term
of this Plan, the Company shall reserve and keep available such number of Shares
as shall be required to satisfy the requirements of outstanding Options granted
under this Plan; provided, however, that if the aggregate number of Shares
subject to outstanding Options granted under this Plan plus the aggregate number
of Shares previously issued by the Company pursuant to the exercise of Options
granted under this Plan equals or exceeds the Maximum Number, then
notwithstanding anything herein to the contrary, no further Options may be
granted under this Plan until the Maximum Number is increased or the aggregate
number of Shares subject to outstanding Options granted under this Plan plus the
aggregate number of Shares previously
<PAGE> 2
Intuit, Inc.
1996 Directors' Stock Option Plan
issued by the Company pursuant to the exercise of Options granted under this
Plan is less than the Maximum Number.
5. ADMINISTRATION. This Plan shall be administered by the Board or by a
committee of not less than two members of the Board appointed to administer this
Plan (the "Committee"). As used in this Plan, references to the Committee shall
mean either such Committee or the Board if no Committee has been established.
The interpretation by the Committee of any of the provisions of this Plan or any
Option granted under this Plan shall be final and binding upon the Company and
all persons having an interest in any Option or any Shares purchased pursuant to
an Option.
6. ELIGIBILITY AND AWARD FORMULA.
6.1 Eligibility. Options shall be granted only to directors of the
Company who are not current or former employees of the Company or any Parent,
Subsidiary or Affiliate of the Company, as those terms are defined in Section 17
below (each such person referred to as an "Optionee").
6.2 Initial Grant. Each Optionee who first becomes a member of the
Board will automatically be granted an Option for 45,000 Shares (the "Initial
Grant").
6.3 Succeeding Grants. On each anniversary of an Initial Grant,
each Optionee will automatically be granted an Option for 22,500 Shares.
Notwithstanding anything in this Section 6.3 to the contrary, if the Company's
stockholders approve the amendments submitted for their approval on the
Amendment Approval Date, each Optionee who received an award in the thirty days
preceding the Amendment Approval Date shall, on the Amendment Approval Date, be
granted an Option for 22,500 Shares reduced by the number of Shares received
during such thirty-day period. Each such option granted to an Optionee shall be
referred to as a "Succeeding Grant."
7. TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to
Section 6 above:
7.1 Form of Option Grant. Each Option granted under this Plan shall
be evidenced by a written Stock Option Grant ("Grant") in such form (which need
not be the same for each Optionee) as the Committee or its delegees shall from
time to time approve, which Grant shall comply with and be subject to the terms
and conditions of this Plan.
7.2 Vesting.
(a) Options granted prior to February 19, 1999 shall become
exercisable as they vest according to the following vesting schedule: each
Initial Grant and Succeeding Grant will vest as to twenty-five percent (25%) of
the Shares upon the first anniversary of the date such Option is granted and an
additional 2.0833% of the Shares each month thereafter, so long as the Optionee
continuously remains a director or a consultant of the Company.
2
<PAGE> 3
Intuit Inc.
1996 Directions Stock Option Plan
(b) Options granted under this Plan on or after February 19, 1999
but prior to the Amendment Approval Date shall be fully vested and exercisable
on the date of grant.
(c) Options granted on or after the Amendment Approval Date shall
become exercisable as they vest according to the following vesting schedule: (i)
each Initial Grant will vest as to 25% of the Shares upon the first anniversary
of the date such Option is granted and an additional 2.0833% of the Shares each
month thereafter, so long as the Optionee continuously remains a director or a
consultant of the Company, and (ii) each Succeeding Grant will vest as to 50% of
the Shares upon the first anniversary of the date such Option is granted and an
additional 4.1666% of the Shares each month thereafter, so long as the Optionee
continuously remains a director or a consultant of the Company.
(d) Any Option granted to an Optionee will vest as to 100% of the
Shares subject to such Option, if the Optionee ceases to be a member of the
Board or a consultant of the Company due to "total disability" or death (or his
or her death occurs within three months of the Termination Date). For purposes
of this Section 7.2(d), "total disability" shall mean: (A) (i) 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 Optionee is unable to perform each of the material duties of any gainful
occupation for which the Optionee is or becomes reasonably fitted by training,
education or experience and which total disability is in fact preventing the
Optionee from engaging in any employment or occupation for wage or profit; or,
(ii) 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 Optionee's primary physician a certification that the
Optionee's total disability is likely to be permanent.
7.3 Exercise Price. The exercise price of an Option shall be the
Fair Market Value (as defined in Section 17.4) of the Shares at the time that
the Option is granted.
7.4 Termination of Option. Except as provided below in this
Section, each Option shall expire ten (10) years after its date of grant (the
"Expiration Date"). The Option shall expire when the Optionee ceases to be a
member of the Board or a consultant of the Company. The date on which the
Optionee ceases to be a member of the Board or a consultant of the Company shall
be referred to as the "Termination Date." An Option may be exercised after the
Termination Date only as set forth below:
(a) Termination Generally. If the Optionee ceases to be a member
of the Board or consultant of the Company for any reason except death or
disability, then each vested Option (as defined in Section 7.2 of this Plan)
then held by such Optionee may be exercised by the Optionee within seven (7)
months after the Termination Date, but in no event later than the Expiration
Date.
(b) Death or Disability. If the Optionee ceases to be a member of
the Board or consultant of the Company because of the death of the Optionee or
the disability of the
3
<PAGE> 4
Intuit Inc.
1996 Directions Stock Option Plan
Optionee within the meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended (the "Code"), then each vested Option (as defined in Section
7.2 of this Plan) then held by such Optionee may be exercised by the Optionee
(or the Optionee's legal representative) within twelve (12) months after the
Termination Date, but in no event later than the Expiration Date.
8. EXERCISE OF OPTIONS.
8.1 Exercise Period. Subject to the provisions of Section 8.5
below, Options granted on or after February 19, 1999 but prior to the Amendment
Approval Date shall be fully vested and exercisable on the date of grant.
Options granted prior to February 19, 1999 and Options granted on or after the
Amendment Approval Date shall be exercisable as they vest.
8.2 Notice. Options may be exercised only by delivery to the
Company of an exercise agreement in a form approved by the Committee or its
delegees stating the number of Shares being purchased, the restrictions imposed
on the Shares and such representations and agreements regarding the Optionee's
investment intent and access to information as may be required by the Company to
comply with applicable securities laws, together with payment in full of the
exercise price for the number of Shares being purchased.
8.3 Payment. Payment for the Shares purchased upon exercise of an
Option may be made (a) in cash or by check; (b) by surrender of shares of Common
Stock of the Company that have been owned by the Optionee for more than six (6)
months (and which have been paid for within the meaning of Securities and
Exchange Commission ("SEC") Rule 144 and, if such shares were purchased from the
Company by use of a promissory note, such note has been fully paid with respect
to such shares) or were obtained by the Optionee in the open public market,
having a Fair Market Value equal to the exercise price of the Option; (c) by
waiver of compensation due or accrued to the Optionee for services rendered; (d)
provided that a public market for the Company's stock exists, through a "same
day sale" commitment from the Optionee and a broker-dealer that is a member of
the National Association of Securities Dealers (an "NASD Dealer") whereby the
Optionee 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; (e) provided that a public market for the Company's
stock exists, through a "margin" commitment from the Optionee and an NASD Dealer
whereby the Optionee 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 (f) by any combination of the
foregoing.
8.4 Withholding Taxes. Prior to issuance of the Shares upon
exercise of an Option, the Optionee shall pay or make adequate provision for any
federal or state withholding obligations of the Company, if applicable.
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Intuit Inc.
1996 Directions Stock Option Plan
8.5 Limitations on Exercise. Notwithstanding the exercise periods
set forth in the Grant, exercise of an Option shall always be subject to the
following limitations:
(a) An Option shall not be exercisable until such time as this
Plan (or, in the case of Options granted pursuant to an amendment increasing the
number of shares that may be issued pursuant to this Plan, such amendment) has
been approved by the stockholders of the Company in accordance with Section 15
below.
(b) An Option shall not be exercisable unless such exercise is in
compliance with the Securities Act of 1933, as amended (the "Securities Act")
and all applicable state securities laws, as they are in effect on the date of
exercise.
(c) The Committee may specify a reasonable minimum number of
Shares that may be purchased upon any exercise of an Option, provided that such
minimum number will not prevent the Optionee from exercising the full number of
Shares as to which the Option is then exercisable.
9. NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee,
an Option shall be exercisable only by the Optionee or by the Optionee's
guardian or legal representative, unless otherwise permitted by the Committee.
No Option may be sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner other than by will or by the laws of descent and distribution.
10. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the
rights of a stockholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for dividends
or distributions or other rights for which the record date is prior to the date
of exercise, except as provided in this Plan. The Company shall provide to each
Optionee a copy of the annual financial statements of the Company, at such time
after the close of each fiscal year of the Company as they are released by the
Company to its stockholders.
11. 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, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan and the number of Shares subject
to outstanding Options and the exercise price per share of such outstanding
Options 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 no fractional shares shall be issued upon exercise
of any Option and any resulting fractions of a Share shall be rounded up to the
nearest whole Share.
12. NO OBLIGATION TO CONTINUE AS DIRECTOR. Nothing in this Plan or any
Option granted under this Plan shall confer on any Optionee any right to
continue as a director of the Company.
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Intuit Inc.
1996 Directions Stock Option Plan
13. COMPLIANCE WITH LAWS. The grant of Options and the issuance of
Shares upon exercise of any Options shall be subject to and conditioned upon
compliance with all applicable requirements of law, including without limitation
compliance with the Securities Act, compliance with all other applicable state
securities laws and compliance with the requirements of any stock exchange or
national market system on which the Shares may be listed. The Company shall be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration or qualification requirement of any state securities laws,
stock exchange or national market system.
14. ACCELERATION OF OPTIONS UPON CERTAIN CORPORATE TRANSACTIONS. In the
event of (a) a dissolution or liquidation of the Company, (b) 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 or their relative stock
holdings and the Options granted under this Plan are assumed or replaced by the
successor corporation, which assumption will be binding on all Optionees), (c) a
merger in which the Company is the surviving corporation but after which the
stockholders of the Company (other than any stockholder which merges (or which
owns or controls another corporation which merges) with the Company in such
merger) own less than 50% of the shares or other equity interests in the
Company, (d) the sale of substantially all of the assets of the Company, or (e)
the acquisition, sale or transfer of a majority of the outstanding shares of the
Company by tender offer or similar transaction, the vesting of all options
granted pursuant to this Plan will accelerate and the options will become
exercisable in full prior to the consummation of such event at such times and on
such conditions as the Committee determines, and if such options are not
exercised prior to the consummation of the corporate transaction, they shall
terminate in accordance with the provisions of this Plan.
15. AMENDMENT OR TERMINATION OF PLAN. The Committee may at any time
terminate or amend this Plan (but may not terminate or amend the terms of any
outstanding option without the consent of the Optionee); provided, however, that
the Committee shall not, without the approval of the stockholders of the
Company, increase the total number of Shares available under this Plan (except
by operation of the provisions of Sections 4 and 11 above) or broaden the class
of persons eligible to receive Options. In any case, no amendment of this Plan
may adversely affect any then outstanding Options or any unexercised portions
thereof without the written consent of the Optionee.
16. TERM OF PLAN. Options may be granted pursuant to this Plan from time
to time within a period of ten (10) years from the Effective Date.
17. CERTAIN DEFINITIONS. As used in this Plan, the following terms shall
have the following meanings:
17.1 "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
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Intuit Inc.
1996 Directions Stock Option Plan
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.
17.2 "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.
17.3 "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.
17.4 "Fair Market Value" means, as of any date, the value of a
share of the Company's Common Stock determined as follows:
(a) 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;
(b) if such Common Stock is publicly traded and is then listed
on a national securities exchange, its 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;
(c) 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
in The Wall Street Journal, for the over-the-counter
market; or
(d) if none of the foregoing is applicable, by the Committee
in good faith.
7
<PAGE> 1
Exhibit 5.01
[INTUIT INC. LETTERHEAD]
December 10, 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 December 10, 1999. The Registration Statement relates to the registration
of 100,000 shares of the Company's Common Stock, par value $0.01 per share (the
"Shares"). The Shares have been reserved for issuance under the Company's 1996
Directors' Stock Option Plan, as amended through November 30, 1999 (the "Plan").
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 and (v)
resolutions of the Board of Directors and stockholders of the Company relating
to adoption and amendment of the Plan. 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/ VIRGINIA R. COLES
Virginia R. Coles
Assistant General Counsel and
Assistant Secretary
<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 Intuit Inc. 1996 Directors Stock
Option Plan and to the incorporation by reference therein of our report dated
August 19, 1999, except for paragraph 4 of Note 19 as to which the date is
September 9, 1999, with respect to the consolidated financial statements and
schedule of Intuit Inc. included in its Annual Report (Form 10-K/A, Amendment
No. 1) for the year ended July 31, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Palo Alto, California
December 10, 1999
