8-A12G/A: Form for registration of a class of securities pursuant to Section 12(g)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934



INTUIT INC.
(Exact name of registrant as specified in its charter)


Delaware 77-0034661
(State of incorporation or organization) I.R.S. Employer
Identification No.


2535 Garcia Avenue
Mountain View, California 94043
(Address of principal executive offices) (Zip code)


If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]


If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box [x]

Securities to be registered pursuant to
Section 12(b) of the Act: None.

Securities to be registered pursuant to Section 12(g) of the Act:


Preferred Stock Purchase Rights
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(Title of Class)










Item 1: Description of Registrant's Securities to be Registered:

Intuit Inc. (the "Registrant") and American Stock Transfer and Trust
Company (the "Rights Agent") have entered into a Second Amended and Restated
Rights Agreement dated as of October 15, 1999, which amends and restates the
Amended and Restated Rights Agreement dated as of October 5, 1998. The following
is a summary of the Rights (defined below) as amended by the Second Amended and
Restated Rights Agreement (the "Rights Agreement").

On April 29, 1998, the Registrant declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock, par
value $0.01 per share (the "Common Shares"), of the Registrant. One Right shall
be issued with each Common Share that becomes outstanding (i) between the Record
Date and the earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date (as such terms are defined in the Rights Agreement) or
(ii) following the Distribution Date and prior to the Redemption Date or Final
Expiration Date, pursuant to the exercise of stock options or under any employee
plan or arrangement or upon the exercise, conversion or exchange of other
securities of the Registrant, which options or securities were outstanding prior
to the Distribution Date. Each Right entitles the registered holder to purchase
from the Registrant one one-thousandth of a share of Series B Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Shares"), of the Registrant, at a price of $250.00 per one one-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in full in the Rights Agreement.

Until the earlier to occur of (i) 10 days following a public
announcement or disclosure that a person or group of affiliated or associated
persons (an "Acquiring Person"), has acquired beneficial ownership of 20% (the
"Designated Percentage") or more of the outstanding Common Shares or (ii) 10
business days (or such later date as may be determined by action of the Board of
Directors), following the announcement of an intention to make a tender offer or
exchange offer the consummation of which would result in a person or group
becoming an Acquiring Person (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificates with a copy of this Summary of Rights attached thereto. No
Person shall become an Acquiring Person if the Board of Directors of the
Registrant determines in good faith that a Person who would otherwise be an
Acquiring Person has become such inadvertently, and such Person as promptly as
practicable takes such actions as may be necessary so that such Person would no
longer be considered an Acquiring Person.

The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate



certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the Close of Business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 1, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Registrant, in each case, as described below.

The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

The number of outstanding Rights and the number of one one-thousandths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock dividend on the Common Shares payable in
Common Shares or subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Distribution Date.

Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a quarterly dividend
payment of 1000 times the dividend declared per Common Share. In the event of
liquidation, each Preferred Share will be entitled to a $10.00 preference, and
thereafter the holders of the Preferred Shares will be entitled to an aggregate
payment of 1000 times the aggregate payment made per Common Share. Each
Preferred Share will have 1000 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
1000 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.

Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.

In the event that any person becomes an Acquiring Person, unless the
event causing the Designated Percentage threshold to be crossed and the Person
to thereby become an Acquiring Person is a merger, acquisition or other business
combination described in the next paragraph, each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the Right
on the terms and conditions set forth in the Rights Agreement. If the Registrant
does not have authorized but unissued Common Shares sufficient to satisfy such
obligation to issue Common Shares, the Registrant is obligated to deliver upon
payment of the exercise price of a Right an amount of



cash or other securities equivalent in value to the Common Shares issuable upon
exercise of a Right.

In the event that any person or group becomes an Acquiring Person and
the Registrant merges into or engages in certain other business combination
transactions with an Acquiring Person, or 50% or more of its consolidated assets
or earning power are sold to an Acquiring Person, each holder of a Right, other
than Rights beneficially owned by an Acquiring Person, will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right.

At any time after any person becomes an Acquiring Person and prior to
the acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Registrant may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one Common Share, or one one-thousandth of a
Preferred Share (or of a share of a class or series of the Registrant's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).

With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-thousandth of a Preferred
Share or such other fraction as provided for by adjustment provisions in the
Rights Agreement, which may, at the election of the Registrant, be evidenced by
depository receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last trading day prior
to the date of exercise.

At any time prior to such time as a person or group becomes an Acquiring
Person, the Board of Directors of the Registrant may redeem the Rights in whole,
but not in part, at a price of $0.001 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. After the period for redemption of the Rights has expired, the Board
may not amend the Rights Agreement to extend the period for redemption of the
Rights. Immediately upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

The terms of the Rights may be amended by a resolution of the Board of
Directors without the consent of the holders of the Rights, except that from and
after such time as any person or group becomes an Acquiring Person, no such
amendment may adversely affect the interests of the holders of the Rights (other
than an Acquiring Person).

Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant, including, without limitation, the
right to vote or to receive dividends.