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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
AUGUST 30, 2000
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Date of Report (Date of earliest event reported)
INTUIT INC.
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(Exact name of Registrant as specified in its charter)
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DELAWARE 0-21180 77-0034661
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(State of incorporation) (Commission file number) (I.R.S. Employer Identification No.)
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2535 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
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(Address of principal executive offices, including zip code)
(650) 944-6000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
ACQUISITION OF VENTURE FINANCE SOFTWARE CORP.
On August 30, 2000, Intuit entered into a Stock Sale and Purchase Agreement
under which it purchased all of the outstanding securities of Venture Finance
Software Corp. ("VFSC") that were not already held by Intuit for approximately
$119 million in cash (including approximately $4.5 million in option exercise
and tax payments in connection with VFSC options exercised immediately prior to
the purchase). The shares purchased consisted of 90,000 shares of VSFC Class A
common stock and 1,020,000 shares of VSFC Class B common stock, which
represented over 55% of the shares of VFSC. VFSC was formed in May 1998 as a
joint venture between Intuit and other investors to develop and market
Web-oriented finance products. Intuit acquired a 49% non-voting equity interest
in VFSC in May 1998 and an option (the "Option") to purchase all of the other
outstanding securities of VFSC at a price to be determined by a formula based on
Intuit's stock price appreciation (subject to certain minimum return levels). In
exchange for this equity interest, Intuit granted VFSC a license of certain
technology and intellectual property rights and agreed with VFSC not to compete
in certain areas of server-based personal finance for a period of ten years.
Intuit purchased the shares of VFSC pursuant to the exercise of the Option.
Eric Dunn, who was Senior Vice President and Chief Technology Officer of Intuit
through July 31, 2000, as well as VFSC's President and a director of VFSC, was
the holder of all of the shares of VSFC Class A common stock. In 1998, VSFC
granted Mr. Dunn an option to purchase up to 100,000 shares of Class A common
stock. This option, as amended, was exercisable as to 90,000 shares as of August
30, 2000. Mr. Dunn exercised his option immediately before Intuit acquired the
stock of VSFC. Intuit purchased Mr. Dunn's shares along with the equity
interests of the other investors. Intuit paid Mr. Dunn $5.7 million for his
shares of Series A common stock, net of the aggregate exercise price of Mr.
Dunn's option ($1.4 million) and withholding taxes ($3.1 million).
The holders of the VSFC Series B common stock included venture capital funds
managed by Kleiner Perkins Caufield & Byers, of which L. John Doerr, a director
of Intuit, is a general partner. Intuit purchased a total of 1,020,000 shares of
VSFC Class B common stock for $108.9 million. Of these shares, Intuit purchased
a total of 22,174 shares of VFSC Class B common stock from funds managed by
Kleiner Perkins Caufield & Byers for a total payment of $2.4 million. The
aggregate original purchase price for the shares held by the Kleiner Perkins
Caufield & Byers funds was $1.4 million.
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ITEM 7. EXHIBITS
The following exhibit is filed herewith:
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Number Description
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2.01 Stock Sale and Purchase Agreement dated as of August 30, 2000, between
Intuit, Intel Corporation, PGI Investments Limited, Princes Gate Investors
II, L.P., Investor Investments AB, Marinbeach United S.A., Kleiner Perkins
Caufield & Byers VIII, L.P., KPCB VIII Founders Fund, L.P. and Eric C.W.
Dunn.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTUIT INC.
Dated: September 12, 2000 /s/ Catherine L. Valentine
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Catherine L. Valentine
Vice President and General Counsel
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EXHIBIT INDEX
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Number Description
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2.01 Stock Sale and Purchase Agreement dated as of August 30, 2000, between
Intuit, Intel Corporation, PGI Investments Limited, Princes Gate Investors
II, L.P., Investor Investments AB, Marinbeach United S.A., Kleiner Perkins
Caufield & Byers VIII, L.P., KPCB VIII Founders Fund, L.P. and Eric C.W.
Dunn.
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