8-K: Current report filing
Published on May 5, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) April 29, 1998
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INTUIT INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-21180 77-0034661
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2535 Garcia Avenue
Mountain View, California 94025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 944-6000
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Item 5: Other Events
Adoption of Shareholder Rights Plan.
On April 29, 1998, the Board of Directors of Intuit Inc. (the
"Company") 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 Company. The dividend is payable to stockholders of
record on May 11, 1998 (the "Record Date"). In addition, 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 Company, which options or securities were outstanding prior to
the Distribution Date. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series B Junior Participating
Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the
Company, at a price of $250.00, subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and American Stock Transfer and Trust Company, as Rights
Agent. A summary of the Rights and Rights Agreement is included as Exhibit C to
the Rights Agreement, which is included as Exhibit 4.1 hereto.
Amendment of Bylaws
On April 29, 1998, the Board of Directors of the Company amended the
Company's Bylaws to: (i) permit only the Chairman of the Board, the Chief
Executive Officer, the President or a majority of the Board of Directors of the
Company to call a special meeting of the stockholders and (ii) provide that
vacancies on the Board of Directors be filled only by the remaining members of
the Board of Directors.
Item 7: Financial Statements and Exhibits.
(c) Exhibits
3.1 Bylaws of the Company, as amended and restated effective
April 29, 1998.
4.1 Rights Agreement dated May 1, 1998, between the Company and
American Stock Transfer and Trust Company, as Rights Agent,
which includes as Exhibit A the form of Certificate of
Designations of Series B Junior Participating Preferred
Stock, as Exhibit B the Form of Right Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred
Shares. (Incorporated by reference to the Company's
Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on May 5, 1998.)
99.1 Press release of the Company dated May 4, 1998.
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SIGNATURE
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 hereunto duly authorized.
Dated: May 5, 1998
INTUIT INC.
By: /s/ William V. Campbell
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William V. Campbell
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
3.1 Bylaws of the Company, as amended and restated effective April 29,
1998.
4.1 Rights Agreement dated May 1, 1998, between the Company and American
Stock Transfer and Trust Company, as Rights Agent, which includes as
Exhibit A the form of Certificate of Designations of Series B Junior
Participating Preferred Stock, as Exhibit B the Form of Right
Certificate and as Exhibit C the Summary of Rights to Purchase
Preferred Shares. (Incorporated by reference to the Company's
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on May 5, 1998.)
99.1 Press release of the Company dated May 4, 1998.
3