sv8
As filed
with the Securities and Exchange Commission on December 18, 2006
Registration No. 333-_____
United States Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTUIT INC.
(Exact Name of Issuer as Specified in Its Charter)
|
|
|
Delaware
|
|
77-0034661 |
(State of Incorporation)
|
|
(I.R.S. Employer |
|
|
Identification No.) |
2700 Coast Avenue
Mountain View, California 94043
(Address of Principal Executive Offices)
Intuit Inc. 2005 Equity Incentive Plan
Intuit Inc. Employee Stock Purchase Plan
(Full title of the Plans)
Laura A. Fennell, Esq.
Intuit Inc.
2700 Coast Avenue
Mountain View, California 94043
(650) 944-6000
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of securities |
|
|
Amount to be |
|
|
Proposed maximum |
|
|
Proposed maximum |
|
|
Amount of registration |
|
|
to be registered |
|
|
registered |
|
|
offering price per share |
|
|
aggregate offering price |
|
|
fee |
|
|
Common Stock, $0.01
par value and related
preferred
stock purchase rights (4) |
|
|
|
13,000,000 |
(1) |
|
|
$ |
30.66 |
(2) |
|
|
$ |
398,580,000 |
(2) |
|
|
$ |
42,648.06 |
(3) |
|
|
|
|
|
(1) |
|
Represents 10,000,000 additional shares available for awards under the Intuit Inc.
2005 Equity Incentive Plan and 3,000,000 additional shares available under the Intuit Inc.
Employee Stock Purchase Plan, as amended by the Registrants stockholders on
December 15, 2006. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act), this Registration Statement shall also cover any additional shares of
Registrants common stock in respect of the securities identified in the above table by reason of
any stock dividend, stock split, recapitalization or other similar transaction. |
|
(2) |
|
Estimated solely for the purpose of calculating the registration fee. |
|
(3) |
|
Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act based on the average
of the high and low prices per share of the Registrants Common Stock as reported on the
Nasdaq Stock Market on December 12, 2006, which was $30.66. |
|
(4) |
|
Each share of Common Stock is accompanied by a preferred stock purchase right pursuant to the
Third Amended and Restated Rights Agreement between the Registrant and American Stock Transfer
and Trust Company dated January 30, 2003 (the Rights Agreement). Until the occurrence of
certain events specified in the Rights Agreement, these rights are not exercisable, are
evidenced by the certificates for the common shares and are transferred solely with the Common
Stock. |
EXPLANATORY NOTE
This Registration Statement relates to the registration of additional securities under the Intuit
Inc. 2005 Equity Incentive Plan and the Intuit Inc. Employee Stock Purchase Plan (together, the
Plans). In accordance with General Instruction E to Form S-8, the contents of the previous
Registration Statements on Form S-8 related to the 2005 Equity Incentive Plan (Commission File No.
333-121170 filed on December 10, 2004 and Commission File No. 333-130453, filed on December 19,
2005 with the Securities and Exchange Commission (the Commission)) and Registration Statement on
Form S-8 related to the Employee Stock Purchase Plan (Commission File No. 333-112140, filed on
January 23, 2004 with the Commission) are incorporated herein by reference and made part of this
Registration Statement, except as amended hereby.
TABLE OF CONTENTS
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Registrant filed with the Securities and Exchange Commission
(the Commission) are incorporated herein by reference:
|
(a) |
|
The Registrants Annual Report on Form 10-K for the fiscal year ended July 31, 2006; |
|
|
(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 Registrants Annual Report referred to in (a)
above; |
|
|
(c) |
|
The Registrants Registration Statement on Form 8-A filed with the Commission on
February 4, 1993 pursuant to Section 12(g) of the Exchange Act, in which there is described
the terms, rights and provisions applicable to the Registrants Common Stock; and |
|
|
(d) |
|
The Registrants Registration Statement on Form 8-A filed with the Commission on May 5,
1998 pursuant to Section 12(g) of the Exchange Act (as amended by filings on Forms 8-A/A
filed with the Commission on October 9, 1998, January 26, 2000 and February 18, 2003), in
which there is described the terms, rights and provisions applicable to the rights to
purchase the Registrants Series B Junior Participating Preferred Stock (the Preferred
Stock) and the associated Preferred Stock. |
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Laura A. Fennell, Esq., Vice President, General Counsel and Corporate Secretary of Intuit,
will pass upon the validity of the issuance of the shares of Common Stock offered by this
Registration Statement. As of November 30, 2006, Ms. Fennell held 3,236 shares of Intuits common
stock, options to purchase 205,000 shares of Common Stock (of which 121,664 shares are exercisable
within the next 60 days), and 15,000 restricted stock units (none of which will vest in the next 60
days).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the Delaware General Corporation Law, the Registrants
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 Registrants Bylaws provide
that:
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 Intuit) at the
request of the Registrant, to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary;
the Registrant may, in its discretion, indemnify employees and agents in those circumstances
where indemnification is not required by law;
the Registrant is required to advance expenses, as incurred, to its directors and officers in
connection with defending a proceeding (except that it is not required to advance expenses to a
person against whom the Registrant brings a claim for breach of the duty of loyalty, failure to act
in good faith, intentional misconduct, knowing violation of law or deriving an improper personal
benefit);
the rights conferred in the Registrants Bylaws are not exclusive, and the Registrant is
authorized to enter into indemnification agreements with its directors, officers and employees; and
the Registrant may not retroactively amend the Registrants Bylaw provisions in a way that is
adverse to such directors, officers and employees.
The Registrants policy is to enter into indemnity agreements with each of its and its
subsidiaries directors and officers. The agreements provide that the Registrant will indemnify its
directors and officers under Section 145 of the Delaware General
2
Corporation Law and the Registrants Bylaws. In addition, the indemnity agreements provide that the
Registrant will advance expenses (including attorneys fees) and settlement amounts paid or
incurred by the directors and officers in any action or proceeding, including any derivative action
by or in the right of the Registrant, on account of their services as directors or 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 Registrants Board of Directors or brought to enforce a
right to indemnification under the indemnity agreement, the Registrants Bylaws or any statute or
law. Under the agreements, the Registrant is not obligated to indemnify the indemnified party:
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;
for any amounts paid in settlement of a proceeding unless the Registrant consents to such
settlement;
with respect to any proceeding brought by Intuit 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;
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;
on account of the indemnified partys 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; or
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 Registrants 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 Registrants officers and directors for liabilities arising under the
Securities Act.
The indemnity agreements with the Registrants officers and directors require the Registrant
to maintain director and officer liability insurance to the extent reasonably available. The
Registrant currently maintains a director and officer liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index
Unless otherwise indicated below as being incorporated by reference to another filing of
Intuit Inc. with the Commission, each of the following exhibits is filed herewith:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Filed |
|
|
|
|
|
|
|
|
with this |
|
|
Incorporated By Reference |
|
Exhibit No. |
|
Exhibit Description |
|
Form S-8 |
|
|
Form |
|
|
File No. |
|
|
Date Filed |
|
5.01 |
|
Opinion of Counsel |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
23.01 |
|
Consent of Counsel (included in Exhibit 5.01) |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
23.02 |
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
24.01 |
|
Power of Attorney (see page 6) |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.01+ |
|
Intuit Inc. 2005 Equity Incentive Plan, as amended through December 15, 2006 |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.02+ |
|
Intuit Inc. Employee Stock Purchase Plan, as amended through December 15, 2006 |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
+ |
|
Indicates a management contract or compensatory plan or arrangement |
3
ITEM 9. UNDERTAKINGS
(a) 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 this Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the Calculation of Registration
Fee table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 (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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plans 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to applicable
indemnification provisions, 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.
4
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 18, 2006.
|
|
|
|
|
|
INTUIT INC.
|
|
|
By: |
/s/ KIRAN M. PATEL
|
|
|
|
Kiran M. Patel |
|
|
|
Senior Vice President and
Chief Financial Officer |
|
|
5
POWER OF ATTORNEY
By signing this Form S-8 below, I hereby appoint each of Stephen M. Bennett and Kiran M. Patel
as my true and lawful attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the power and authority
to sign the names of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or supplements thereof,
and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed
in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date
indicated. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Principal Executive Officer: |
|
|
|
|
|
|
|
|
|
/s/ STEPHEN M. BENNETT
|
|
Chief Executive Officer, |
|
|
|
|
|
|
|
Stephen M. Bennett
|
|
President and Director
|
|
December 18, 2006 |
|
|
|
|
|
Principal Financial Officer |
|
|
|
|
|
|
|
|
|
/s/ KIRAN M. PATEL
|
|
Senior Vice President |
|
|
|
|
|
|
|
Kiran M. Patel
|
|
and Chief Financial Officer
|
|
December 18, 2006 |
|
|
|
|
|
Principal Accounting Officer: |
|
|
|
|
|
|
|
|
|
/s/ JEFFREY P. HANK
|
|
Vice President, |
|
|
|
|
|
|
|
Jeffrey P. Hank
|
|
Corporate Controller
|
|
December 18, 2006 |
|
|
|
|
|
Additional Directors: |
|
|
|
|
|
|
|
|
|
/s/ CHRISTOPHER W. BRODY
|
|
Director
|
|
December 18, 2006 |
|
|
|
|
|
Christopher W. Brody |
|
|
|
|
|
|
|
|
|
/s/ WILLIAM V. CAMPBELL
|
|
Director |
|
December 18, 2006 |
|
|
|
|
|
William V. Campbell
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT D. COOK
|
|
Director |
|
December 18, 2006 |
|
|
|
|
|
Scott D. Cook
|
|
|
|
|
|
|
|
|
|
/s/ L. JOHN DOERR
|
|
Director
|
|
December 18, 2006 |
|
|
|
|
|
L. John Doerr |
|
|
|
|
|
|
|
|
|
/s/ DIANE B. GREENE
|
|
Director
|
|
December 18, 2006 |
|
|
|
|
|
Diane B. Greene |
|
|
|
|
|
|
|
|
|
/s/ MICHAEL R. HALLMAN
|
|
Director
|
|
December 18, 2006 |
|
|
|
|
|
Michael R. Hallman |
|
|
|
|
|
|
|
|
|
/s/ DENNIS D. POWELL
|
|
Director
|
|
December 18, 2006 |
|
|
|
|
|
Dennis D. Powell |
|
|
|
|
|
|
|
|
|
/s/ STRATTON D. SCLAVOS
|
|
Director
|
|
December 18, 2006 |
|
|
|
|
|
Stratton D. Sclavos |
|
|
|
|
6
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
5.01
|
|
Opinion of Counsel |
|
|
|
23.01
|
|
Consent of Counsel (included in Exhibit 5.01). |
|
|
|
23.02
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
|
|
|
24.01
|
|
Power of Attorney (see page 6) |
|
|
|
99.01+
|
|
Intuit Inc. 2005 Equity Incentive Plan, as amended through December 15, 2006 |
|
|
|
99.02+
|
|
Intuit Inc. Employee Stock Purchase Plan, as amended through December 15, 2006 |
|
|
|
+ |
|
Indicates a management contract or compensatory plan or arrangement |