Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

January 30, 1998

S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

Published on January 30, 1998



As filed with the Securities and Exchange Commission on January 30, 1998
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 77-0034611
(State of incorporation) (I.R.S. employer identification number)

2535 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices, including zip code)

INTUIT INC. 1993 EQUITY INCENTIVE 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.
Fenwick & West
Two Palo Alto Square
Palo Alto, California 94306



CALCULATION OF REGISTRATION FEE
==============================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------

Common Stock 2,105,000 shares(1) $36.72 $77,295,600 $22,802
==============================================================================================


(1) Represents additional shares available for grants of awards under the
1993 Equity Incentive Plan as of January 30, 1998. The offering price
information is estimated as of January 27, 1998, pursuant to Rule 457,
solely for the purpose of calculating the registration fee.

================================================================================


This registration statement relates to 2,105,000 shares of Common Stock, $0.01
par value per share of the Registrant, reserved for issuance under the Intuit
Inc. 1993 Equity Incentive Plan (the "Plan"). On March 12, 1993, the Registrant
filed an initial Form S-8 Registration Statement (file no. 33-59458) to register
2,000,000 shares of Common Stock reserved for issuance under the Plan. On
December 22, 1993, the Registrant filed a Form S-8 Registration Statement (file
no. 33-73222) to register an additional 1,000,000 shares of Common Stock
reserved for issuance under the Plan. On July 25, 1995, the Registrant filed a
Form S-8 Registration Statement (file no. 33-95040) to register an additional
5,000,000 shares of Common Stock reserved for issuance under the Plan. On
November 26, 1996, the Registrant filed a Form S-8 Registration Statement (file
no. 333-16827) to register an additional 3,000,000 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.


ITEM 8 EXHIBITS

4.01 Registrant's 1993 Equity Incentive Plan, as amended through
January 16, 1998

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 4)






2


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 January 28,
1998.



INTUIT INC.


By: /s/ GREG J. SANTORA
--___________-----------------------------
Greg J. Santora
Vice President and Chief Financial Officer









3


POWER OF ATTORNEY

By signing this Form S-8 below, I hereby appoint each of William V. Campbell and
Greg J. Santora as my attorney-in-fact to sign all amendments to this Form S-8
on my behalf, and to file this Form S-8 (including all exhibits and other
documents related to the Form S-8) 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.




NAME TITLE DATE
---- ----- ----

PRINCIPAL EXECUTIVE OFFICER:


/s/ WILLIAM V. CAMPBELL President, Chief Executive Officer January 28, 1998
- ----------------------------- and Director
William V. Campbell


PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:


/s/ GREG J. SANTORA Vice President and January 28, 1998
- ----------------------------- Chief Financial Officer
Greg J. Santora


ADDITIONAL DIRECTORS:


/s/ SCOTT D. COOK Chairman of the Board of Directors January 28, 1998
- -----------------------------
Scott D. Cook


/s/ CHRISTOPHER W. BRODY Director January 28, 1998
- ---------------------------
Christopher W. Brody


/s/ L. JOHN DOERR Director January 28, 1998
- -----------------------------
L. John Doerr


/s/ MICHAEL R. HALLMAN Director January 28, 1998
- -----------------------------
Michael R. Hallman


/s/ BURTON J. MCMURTRY Director January 28, 1998
- -----------------------------
Burton J. McMurtry







4


EXHIBIT INDEX




Exhibit Number Description Page
- -------------- ----------- ----

4.01 Registrant's 1993 Equity Incentive Plan, as amended through
January 16, 1998

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 4)













5