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. __________

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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. 1996 EMPLOYEE STOCK 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 200,000 shares(1) $36.72(1) $7,344,000 $2,166


(1) Represents additional shares available for issuance under the 1996
Employee Stock Purchase 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 200,000 shares of Common Stock, $0.01 par
value per share of the Registrant, reserved for issuance under the Intuit Inc.
1996 Employee Stock Purchase Plan (the "Plan"). On November 26, 1996, the
Registrant filed an initial Form S-8 Registration Statement (file no. 333-16829)
to register 300,000 shares of Common Stock reserved for issuance under the Plan.
The contents of such Registration Statement are incorporated herein by
reference.


ITEM 8 EXHIBITS

4.01 Registrant's 1996 Employee Stock Purchase 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)



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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





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





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EXHIBIT INDEX



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

4.01 Registrant's 1996 Employee Stock Purchase Plan

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)




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