SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on February 25, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(AMENDMENT NO. 1)
Excite, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
300904 10 9
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(CUSIP Number)
Catherine L. Valentine, Esq. Timothy Hoxie, Esq.
Intuit Inc. Heller Ehrman White & McAuliffe
P.O. Box 7850 333 Bush Street
2550 Garcia Avenue San Francisco, CA 94104-2878
Mountain View, CA 94039-7850 (415) 772-6000
(650) 944-6656
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 24, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule; including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D/A
CUSIP No. 300904 10 9
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTUIT INC.; 77-0034661
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE (USA)
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7 SOLE VOTING POWER
Number of 5,350,000 (SUBJECT TO VOTING AGREEMENT - SEE ITEM 4)
Shares ---------------------------------------------------------
Beneficially 8 SHARED VOTING POWER
Owned by NONE
Each ---------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER
Person With 5,350,000 (SUBJECT TO VOTING AGREEMENT - SEE ITEM 4)
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,350,000
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12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.94%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 relates to the Common Stock, no par value ("Common
Stock"), of Excite, Inc., a California corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 555 Broadway, Redwood City,
California 94063.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 1 is filed on behalf of Intuit Inc., a Delaware
corporation ("Intuit"). Intuit develops, markets and supports financial software
and Web-based products and services. The address of Intuit's principal business
and its principal office is 2535 Garcia Avenue, Mountain View, California 94043.
Following are the current directors and executive officers of Intuit:
BOARD OF DIRECTORS
EXECUTIVE OFFICERS
During the last five years, neither Intuit nor, to the best of Intuit's
knowledge, any person named in this Item 2 has been: (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (b) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which, he, she or it was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares reported in lines 7 and 9 of the cover page were originally
purchased by Intuit on June 25, 1997 pursuant to a Stock Purchase Agreement
dated as of June 11, 1997 between the Issuer and Intuit (the "Stock Purchase
Agreement"). Intuit purchased a total of 5,800,000 shares of the Issuer's Common
Stock (the "Shares") pursuant to the Stock Purchase Agreement, and is filing
this Amendment No. 1 to reflect the disposition of 450,000 Shares. The source of
funds for the initial purchase of the Shares was Intuit's working capital. None
of the funds used to purchase the Shares consisted of funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the Shares.
ITEM 4. PURPOSE OF TRANSACTION
Intuit purchased the Shares in June 1997 for investment purposes in
connection with a strategic relationship with the Issuer to develop and provide
content for a personal finance "channel" on the Internet search and retrieval
services operated by the Issuer.
(a) On January 19, 1999, the Issuer and At Home Corporation ("At
Home") announced a proposed merger in which At Home would
acquire all of the outstanding stock of the Issuer. In
connection with the proposed merger, on January 19, 1999, Intuit
and At Home entered into a Common Stock Voting Agreement (the
"Voting Agreement") in which Intuit agreed to vote the Shares in
favor of the proposed merger and agreed not to transfer any of
the Shares unless each transferee executes a counterpart to the
Voting Agreement. See Item 6 for a more detailed description of
the Voting Agreement.
Intuit sold 450,000 Shares from February 22 through February 24,
1999, as described in Item 5(c). As a condition to those sales,
the purchasers of the Shares agreed to be bound by the terms of
the Voting Agreement. Intuit has made a financial investment
decision to dispose of the remaining Shares over time, as
appropriate opportunities become available, and is currently
evaluating several such opportunities. Intuit has no present
plans or proposals to acquire any additional securities of the
Issuer. In addition, because Intuit now owns less than 10% of
the Issuer's outstanding Common Stock, Intuit no longer has any
rights to acquire any additional securities of the Issuer
pursuant to the Right of First Refusal Agreement described in
Item 6.
Except as noted above, Intuit does not presently have any plans
or proposals that relate to or would result in the acquisition
by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer.
(b) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries.
(c) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in a sale or transfer of a material amount of assets of
the Issuer or of any of its subsidiaries.
(d) Because Intuit now owns less than 10% of the Issuer's
outstanding Common Stock, Intuit no longer has any rights under
the Nomination and Observer Agreement described in Item 6 to
appoint any members of the Issuer's Board of Directors or to
attend meetings of the Issuer's Board as an observer. Except as
noted in paragraph (a) above, Intuit does not presently have any
plans or proposals that relate to or would result in any changes
in the present Board of Directors or management of the Issuer,
including any changes in the number or term of directors or the
filling of any existing vacancies on the Board of Directors.
(e) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in any material change in the present capitalization or
dividend policy of the Issuer.
(f) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in any other material change in the Issuer's business or
corporate structure.
(g) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions that may impede the
acquisition of control of the Issuer by any person.
(h) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in a class of securities of the Issuer being delisted
from a national securities exchange or ceasing to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association.
(i) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended.
(j) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in an action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Amendment No. 1, Intuit beneficially owns
a total of 5,350,000 shares of the Issuer's Common Stock,
representing approximately 9.94% of the Issuer's outstanding
shares of Common Stock (53,829,408 shares as of January 29,
1999, as reported in the Issuer's Form 10-K for the fiscal year
ended December 31, 1998, filed with the U.S. Securities and
Exchange Commission on February 9, 1999). To the best of
Intuit's knowledge, no person named in Item 2 is the beneficial
owner of any shares of Common Stock of the Issuer as of the date
of this Amendment No. 1, except that William V. Campbell is the
beneficial owner of 1,676 shares.
(b) Subject to the Voting Agreement described in Item 6, Intuit has
sole power to vote and to direct the vote of, and sole power to
dispose or to direct the disposition of, all 5,350,000 shares of
the Issuer's Common Stock that it beneficially owns on the date
of this Amendment No. 1. With respect to the 1,676 shares owned
by Mr. Campbell, he has sole power to vote and to direct the
vote of, and sole power to dispose or to direct the disposition
of 1,292 shares, and shared power to vote and to direct the vote
of, and shared power to dispose or to direct the disposition of,
384 shares (power is shared with his spouse).
(c) Intuit sold 450,000 Shares from February 22 through February 24,
1999 in brokers' transactions pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"). The
Shares were sold at an average price of $94.13 per share (net of
brokers' commissions). As a condition to those sales, the
purchasers of the Shares agreed to be bound by the terms of the
Voting Agreement. Intuit has not effected any other transactions
in the Issuer's Common Stock during the past 60 days. To the
best of Intuit's knowledge, no person named in Item 2 has
effected any transactions in the Issuer's Common Stock during
the past 60 days except as follows: Eric Dunn sold 1,596 shares
on February 1, 1999 in open market transactions at an average
price of $120.38 per share. David Kinser sold 500 shares on
January 6, 1999 in open market transactions at a price of
$48.44 per share. Scott Cook sold 3,730 shares on January 13,
1999 in open market transactions at a price of $67.82 per share.
(d) No other person is known to Intuit to have the right to receive
or the power to direct the receipt of dividends from, or
proceeds from the sale of, any shares of Common Stock
beneficially owned by Intuit on the date of this Amendment No.
1.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
STOCK PURCHASE AGREEMENT
The Stock Purchase Agreement between Intuit and the Issuer contained
certain "standstill" obligations of Intuit with respect to the Shares, and also
restricted Intuit's ability to resell the Shares. However, under the terms of
the Stock Purchase Agreement, these standstill obligations terminated, and the
resale restrictions were suspended, when the Issuer entered into merger
discussions with At Home.
REGISTRATION RIGHTS AGREEMENT
Intuit and the Issuer entered into a Registration Rights Agreement dated
as of June 25, 1997 (the "Registration Rights Agreement"), which provides, among
other things, certain registration rights with respect to the Shares and any
shares of Issuer's Common Stock issued pursuant to the Right of First Refusal
Agreement described below. However, the Registration Rights Agreement will
terminate when all of the Shares may be sold within a three-month period under
Rule 144 under the Securities Act.
RIGHT OF FIRST REFUSAL AGREEMENT
Pursuant to a Right of First Refusal Agreement dated as of June 25, 1997
between the Issuer and Intuit, Intuit was granted a right of first refusal to
participate in certain issuances of Issuer's securities so long as Intuit holds
at least 10% of the Issuer's outstanding Common Stock (including shares issuable
upon conversion of outstanding shares of Preferred Stock). Because Intuit no
longer owns at least 10% of the Issuer's outstanding Common Stock, Intuit no
longer has any rights of first refusal under the Right of First Refusal
Agreement.
NOMINATION AND OBSERVER AGREEMENT
Pursuant to a Nomination and Observer Agreement between Intuit and the
Issuer dated as of June 25, 1997, so long as Intuit held no less than 10% of the
outstanding shares of the Issuer's Common Stock, the Issuer was required to
permit one representative of Intuit to attend all meetings of the Board of
Directors of the Issuer in a non-voting observer capacity. Alternatively, Intuit
had the right to designate one nominee for election to the Issuer's Board of
Directors. Because Intuit now owns less than 10% of the Issuer's outstanding
Common Stock, Intuit no longer has any rights to attend Board meetings or
nominate Board members under the Nomination and Observer Agreement.
COMMON STOCK VOTING AGREEMENT
Intuit and At Home entered into the Common Stock Voting Agreement (the
"Voting Agreement") in connection with the proposed merger of At Home
Corporation and the Issuer. Under the terms of the Voting Agreement, Intuit has
agreed that the shares held by it (either shares owned of record or shares
beneficially owned over which Intuit exercises voting power) shall be voted (i)
in favor of adoption and approval of the merger agreement between At Home and
the Issuer and approval of the merger and (ii) against approval of (a) any
proposal made in opposition to or in competition with the consummation of the
merger, (b) any merger, consolidation, sale of assets, reorganization or
recapitalization with any party other than At Home or its affiliates or (c) any
liquidation or winding up of Issuer. Intuit has agreed that until the earlier of
the termination of the Voting Agreement or the Record Date (as defined in the
Voting Agreement), and subject to certain requirements, Intuit will not transfer
any of the Subject Securities (as defined in the Voting Agreement), unless each
transferee to which any of the Subject Securities, or any interest in any such
Subject Securities, is or may be transferred executes a counterpart to the
Voting Agreement and agrees in writing to hold such Subject Securities (or
interest in any of such Subject Securities) subject to the terms and provisions
of the Voting Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits hereto:
Exhibit A Stock Purchase Agreement, dated as of June 11, 1997, between
the Issuer and Intuit (1)
Exhibit B Nomination and Observer Agreement, dated as of June 25, 1997,
between the Issuer and Intuit (1)
Exhibit C Registration Rights Agreement, dated as of June 25, 1997,
between the Issuer and Intuit (1)
Exhibit D Right of First Refusal Agreement, dated as of June 25, 1997,
between the Issuer and Intuit (1)
Exhibit E Amendment to Restated and Amended Investors' Rights Agreement,
dated as of June 25, 1997, among the Issuer, Institutional
Venture Partners VI, Institutional Venture Management VI, IVP
Founders Fund I, L.P., Kleiner Perkins Caufield & Byers VII,
KPCB VII Founders Fund, KPCB Information Sciences Zaibatsu
Fund II and Intuit (1)
Exhibit F Common Stock Voting Agreement, dated as of January 19, 1999,
between Intuit and At Home Corporation
(1) Incorporated by reference to Intuit's initial Schedule 13D with
respect to the Issuer, filed with the Securities and Exchange
Commission on July 7, 1997.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 24, 1999
INTUIT INC.
By: /s/ GREG J. SANTORA
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Name: Greg J. Santora
Title: Vice President and Chief Financial Officer
EXHIBIT INDEX