S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on December 17, 2007
Table of Contents
As filed with the Securities and Exchange Commission on December 17, 2007
Registration No. 333
United States
Securities and Exchange Commission
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
INTUIT INC.
(Exact Name of Issuer as Specified in Its Charter)
| Delaware | 77-0034661 | |
| (State of Incorporation) | (I.R.S. Employer | |
| Identification No.) |
2700 Coast Avenue
Mountain View, California 94043
(Address of Principal Executive Offices)
Mountain View, California 94043
(Address of Principal Executive Offices)
Intuit Inc. 2005 Equity Incentive Plan
(Full title of the Plan)
(Full title of the Plan)
Laura A. Fennell, Esq.
Intuit Inc.
2700 Coast Avenue
Mountain View, California 94043
(650) 944-6000
(Name, Address and Telephone Number of Agent for Service)
Intuit Inc.
2700 Coast Avenue
Mountain View, California 94043
(650) 944-6000
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
| Title of securities | Amount to be | Proposed maximum | Proposed maximum | Amount of registration | ||||||||||
| to be registered | registered | offering price per share | aggregate offering price | fee | ||||||||||
| Common Stock, $0.01 par value and related preferred stock purchase rights (1) |
10,000,000(2) | $29.795 (3) | $297,950,000 (3) | $9,147.07 | ||||||||||
| (1) | Each share of Common Stock is accompanied by a preferred stock purchase right pursuant to the Third Amended and Restated Rights Agreement between the Registrant and American Stock Transfer and Trust Company dated January 30, 2003 (the Rights Agreement). Until the occurrence of certain events specified in the Rights Agreement, these rights are not exercisable, are evidenced by the certificates for the common shares and are transferred solely with the Common Stock. | |
| (2) | Represents 10,000,000 additional shares available for awards under the Intuit Inc. 2005 Equity Incentive Plan, as amended by the Registrants stockholders on December 14, 2007. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Registrants common stock in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction. | |
| (3) | Estimated solely for the purpose of calculating the registration fee. Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act based on the average of the high and low prices per share of the Registrants Common Stock as reported on the Nasdaq Stock Market on December 12, 2007, which was $29.795. |
TABLE OF CONTENTS
| EXPLANATORY NOTE | ||||||||
| PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | ||||||||
| ITEM 8. EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| POWER OF ATTORNEY | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 5.01 | ||||||||
| EXHIBIT 23.02 | ||||||||
| EXHIBIT 99.01 | ||||||||
Table of Contents
EXPLANATORY NOTE
This Registration Statement relates to the registration of additional securities under the Intuit
Inc. 2005 Equity Incentive Plan (the Plan), which has been amended since the filing of Intuit
Inc.s (the Company or Registrant) Registration Statements covering the Plan. In accordance
with General Instruction E to Form S-8, the contents of the previous Registration Statements on
Form S-8 related to the 2005 Equity Incentive Plan (Commission File No. 333-121170 filed on
December 10, 2004, Commission File No. 333-130453, filed on December 19, 2005, and Commission File
No. 333-139452 filed on December 18, 2006 with the Securities and Exchange Commission (the
Commission)) are incorporated herein by reference and made part of this Registration Statement,
except as amended hereby.
2
Table of Contents
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
| Filed | ||||||||||
| with this | Incorporated By Reference | |||||||||
| Exhibit No. | Exhibit Description | Form S-8 | Form | File No. | Date Filed | |||||
5.01
|
Opinion of Counsel | X | ||||||||
23.01
|
Consent of Counsel (included in Exhibit 5.01) | X | ||||||||
23.02
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | X | ||||||||
24.01
|
Power of Attorney (see page 5) | X | ||||||||
99.01+
|
Intuit Inc. 2005 Equity Incentive Plan, as amended through December 14, 2007 | X | ||||||||
| + | Indicates a management contract or compensatory plan or arrangement |
3
Table of Contents
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 December 17, 2007.
| INTUIT INC. | ||||||
| By: | /s/ KIRAN M. PATEL
|
|||||
| Kiran M. Patel | ||||||
| Senior Vice President and | ||||||
| Chief Financial Officer | ||||||
4
Table of Contents
POWER OF ATTORNEY
By signing this Form S-8 below, I hereby appoint each of Stephen M. Bennett and Kiran M. Patel
as my true and lawful attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the power and authority
to sign the names of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or supplements thereof,
and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed
in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date
indicated. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the dates indicated.
Principal Executive Officer:
/s/ STEPHEN M. BENNETT
|
Chief Executive Officer, | |||
| President and Director | December 17, 2007 | |||
Principal Financial Officer |
||||
/s/ KIRAN M. PATEL
|
Senior Vice President | |||
| and Chief Financial Officer | December 17, 2007 | |||
Principal Accounting Officer: |
||||
/s/ JEFFREY P. HANK
|
Vice President, | |||
| Corporate Controller | December 17, 2007 | |||
Additional Directors: |
||||
/s/ CHRISTOPHER W. BRODY
|
Director | December 17, 2007 | ||
/s/ WILLIAM V. CAMPBELL
|
Director | December 17, 2007 | ||
/s/ SCOTT D. COOK
|
Director | December 17, 2007 | ||
/s/ DIANE B. GREENE
|
Director | December 17, 2007 | ||
/s/ MICHAEL R. HALLMAN
|
Director | December 17, 2007 | ||
/s/ EDWARD A. KANGAS
|
Director | December 17, 2007 | ||
Edward A. Kangas |
||||
/s/ SUZANNE NORA JOHNSON
|
Director | December 17, 2007 | ||
/s/ DENNIS D. POWELL
|
Director | December 17, 2007 | ||
/s/ STRATTON D. SCLAVOS
|
Director | December 17, 2007 | ||
5
Table of Contents
EXHIBIT INDEX
| Exhibit | ||
| Number | Exhibit Description | |
5.01
|
Opinion of Counsel | |
23.01
|
Consent of Counsel (included in Exhibit 5.01). | |
23.02
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
24.01
|
Power of Attorney (see page 5) | |
99.01+
|
Intuit Inc. 2005 Equity Incentive Plan, as amended through December 14, 2007 |
| + | Indicates a management contract or compensatory plan or arrangement |