S-3: Registration statement for specified transactions by certain issuers
Published on January 30, 2001
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2001
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTUIT INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0034661
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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2535 Garcia Avenue
Mountain View, California 94043
(650) 944-6000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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CATHERINE L. VALENTINE
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
2632 MARINE WAY, M.S. 7-1154
P. O. BOX 7850
MOUNTAIN VIEW, CALIFORNIA 94039-7850
(650) 944-6656
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copies to:
GORDON K. DAVIDSON, ESQ.
KENNETH A. LINHARES, ESQ.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
(650) 494-0600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
(1) The Registrant is registering an indeterminate number of or total
principal amount of securities as may be issued at various times and at
indeterminate prices, with a total public offering price not to exceed
$500,000,000 or its equivalent in one or more currencies or, if any debt
securities are issued at any original issuance discount, such greater amount as
will result in net proceeds of $500,000,000 to the Registrant.
(2) These figures are estimates made solely for the purpose of
calculating the registration fee pursuant to Rule 457(o). Exclusive of accrued
interest, if any, on the debt securities.
(3) This Registration Statement also relates to $26,250,000 of the
Registrant's common stock, preferred stock and debt securities previously
registered on Form S-3, Registration No. 333-50417, for which a filing fee of
$7,743.75 was previously paid, and $473,750,000 of the Registrant's common
stock, preferred stock and debt securities previously registered on Form S-3,
Registration No. 333-63739, for which a filing fee of $139,757 was previously
paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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Pursuant to Rule 429 promulgated under the Securities Act of 1933, the
prospectus that constitutes part of this Registration Statement is a combined
prospectus and also relates to an aggregate of $500,000,000 of the Registrant's
common stock, preferred stock and debt securities, of which $26,250,000 was
previously registered on Form S-3, Registration No. 333-50417 and $473,750,000
was previously registered on Form S-3, Registration No. 333-63739. This
Registration Statement also constitutes post-effective amendment no. 2 to
Registration Statement No. 333-50417 and post-effective amendment no. 1 to
Registration Statement No. 333-63739. These post-effective amendments shall
become effective concurrently with the effectiveness of this Registration
Statement in accordance with Section 8(c) of the Securities Act of 1933, as
amended.
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 30, 2001
PROSPECTUS
$1,000,000,000
INTUIT INC.
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
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This prospectus relates to common stock, preferred stock and debt
securities or any combination of commons stock, preferred stock or debt
securities either individually or as units. We may sell these securities from
time to time in one or more offerings up to a total initial public offering
price of $1,000,000,000. We will provide specific terms of these sales in
supplements to this prospectus. You should read this prospectus and each
supplement carefully before you invest. This prospectus may not be used to offer
and sell securities unless accompanied by a prospectus supplement.
Intuit common stock is listed on the Nasdaq National Market under the
symbol "INTU."
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THE OFFERING OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" ON PAGE 4.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE DISCLOSURES IN THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus is January __, 2001.
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE
ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT. WE
ARE NOT MAKING AN OFFER TO SELL THESE SECURITIES IN ANY STATE WHERE THE OFFER IS
NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT COVER OF THOSE DOCUMENTS.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission using a shelf registration process. Under
this shelf process, we may offer common stock, preferred stock and debt
securities from time to time in one or more offerings up to a total initial
public offering price of $1 billion. This prospectus provides you with a general
description of the securities we may offer. Each time that we offer any
securities under this prospectus, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described below under the
heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
Commission under the Exchange Act. You can inspect and copy the registration
statement and the reports, proxy statements and other information we have filed
with the Commission at the Commission's public reference room at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Seven World Trade Center, 13th Floor, New York,
New York 10048; and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You can obtain copies for a fee from the public
reference section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. You can call the Commission at
1-800-732-0330 for information about the operation of the public reference room.
We also file electronic versions of these documents with the Commission, which
you may access through the Commission's World Wide Web site at
http://www.sec.gov. Our common stock is quoted for trading on the Nasdaq
National Market. You can inspect reports, proxy statements and other information
about us at the offices of the Nasdaq Stock Market at 1735 K Street, N.W.,
Washington, D.C. 20006.
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission. Some of the information in
the registration statement has been omitted from this prospectus under the rules
of the Commission. There is additional information about us in the Registration
Statement and the exhibits and schedules filed with the registration statement.
Statements in this prospectus about any contract or any other document are not
necessarily complete, and in each instance we refer you to the copy of the
contract or other document filed as an exhibit to the registration statement,
each such statement being qualified in all respects by such reference. You can
inspect a copy of the registration statement without charge at the offices of
the Commission in Washington, D.C. You may obtain a copy of all or any part of
the registration statement for a fee from the public reference section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Commission allows us to incorporate by reference our publicly filed
documents into this prospectus, which means that information included in these
documents is considered part of this prospectus. Information that we file with
the commission after the date of this prospectus will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the Commission under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 for so long as this
registration statement remains effective.
The following documents filed with the Commission are incorporated by
reference into this prospectus:
- our annual report on Form 10-K for the fiscal year ended
July 31, 2000;
- our quarterly report on Form 10-Q for the quarter ended
October 31, 2000;
- our current report on Form 8-K dated November 21, 2000;
- our current report on Form 8-K dated November 22, 2000;
- our current report on Form 8-K dated November 27, 2000;
- our current report on Form 8-K dated January 26, 2001;
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- the description of our common stock in our registration
statement on Form 8-A and any amendment or report filed
for the purpose of updating that description; and
- the description of our preferred stock purchase rights
in our registration statement on Form 8-A and any
amendment or report filed for the purpose of updating
that description.
The information in this prospectus about Intuit is not comprehensive and
you should also read the information in the documents incorporated by reference
into this prospectus. Information that we file later with the Commission and
that is incorporated by reference in this prospectus will automatically update
and supersede information in this prospectus.
We will provide to you without charge, on written or oral request, a
copy of any or all of the documents incorporated by reference in this
prospectus, other than the exhibits. You should direct any requests for
documents to Investor Relations, Intuit Inc., 2632 Marine Way, M.S. 7-1086, P.O.
Box 7850, Mountain View, California 94039-7850. The telephone number is (650)
944-2713. The email address is investor_relations@intuit.com.
INTUIT
Intuit develops, sells and supports small business accounting and
management, tax preparation and consumer finance desktop software products,
financial supplies (such as computer checks, envelopes and invoices) and
Internet-based products and services for individuals and small businesses. Our
products and services are designed to automate commonly performed financial
tasks and to simplify the way individuals and small businesses manage their
finances and businesses. Intuit commenced operations in March 1983 and was
incorporated in California in March 1984. In March 1993, Intuit was
reincorporated in Delaware. Our principal executive offices are located at 2535
Garcia Avenue, P.O. Box 7850, Mountain View, California 94039-7850. Our
telephone number is (650) 944-6000.
RISK FACTORS
The prospectus supplement that applies to each type or series of
securities we offer will contain a discussion of risks that apply to an
investment in Intuit and to the particular types of securities that we are
offering under that prospectus supplement. Before making an investment decision
about investing in our securities, you should carefully consider the specific
factors discussed under the caption "Risk Factors" in the applicable prospectus
supplement, together with all of the other information appearing in the
prospectus supplement or appearing or incorporated by reference in this
prospectus.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that are and will be
incorporated by reference into this prospectus, contain forward-looking
statements regarding Intuit's plans, expectations, estimates and beliefs.
Forward looking statements in this prospectus are typically identified by words
such as "believes," "anticipates," "estimates," "expects," "intends," "will,"
"may" and other similar expressions. These forward-looking statements may
include, among other things, projections of our future financial performance,
our anticipated growth and anticipated trends in our businesses. These
statements are only predictions, based on our current expectations about future
events. Although we believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, performance or
achievements or that predictions or current expectations will be accurate. These
forward-looking statements involve risks and uncertainties, and our actual
results, performance or achievements could differ materially from those
expressed or implied by the forward-looking statements. The important factors
that could cause our results to differ include those discussed under the section
entitled "Risk Factors" in any prospectus supplement, as well as the section
entitled "Risks That Could Affect Future Results" in item 7 of our Form 10-K for
fiscal year 2000 and similar sections in the other documents incorporated into
this prospectus by reference. We encourage you to read these sections carefully.
We will not necessarily update information in this prospectus or incorporated by
reference into this prospectus if any forward-looking statement later turns out
to be inaccurate.
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USE OF PROCEEDS
We will use the net proceeds from the sale of securities that we may
offer under this prospectus and any accompanying prospectus supplement for
general corporate purposes. General corporate purposes may include possible
acquisitions, investments, capital expenditures, repayment of debt, repurchase
of our capital stock and any other purposes that we may specify in any
prospectus supplement. We may invest the net proceeds temporarily until we use
them for their stated purpose.
DIVIDEND POLICY
Intuit has never paid any cash dividends on its common stock. However,
our financial statements reflect dividends previously paid by Rock and Title
Source because we accounted for those acquisitions as a pooling of interests. We
currently anticipate that we will retain all future earnings for use in our
business, and do not anticipate paying any cash dividends in the foreseeable
future.
RATIO OF EARNINGS TO FIXED CHARGES
The following table provides the ratio of earnings to fixed charges for
Intuit and its consolidated subsidiaries for the periods indicated. The ratio of
earnings to fixed charges has been computed by dividing earnings by fixed
charges. Earnings consist of income before income taxes plus fixed charges.
Fixed charges consist of interest expense incurred plus the portion of our
rental expense deemed to be a reasonable approximation of the interest factor
under operating leases.
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(1) Earnings were inadequate to cover fixed charges by $5,001.
(2) Earnings were inadequate to cover fixed charges by $1,100.
(3) Earnings were inadequate to cover fixed charges by $78,945.
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DESCRIPTION OF COMMON STOCK
The following description of our common stock, together with the
additional information included in any applicable prospectus supplements,
summarizes the material terms and provisions of our common stock, but is not
complete. For the complete terms of our common stock, please refer to our
restated certificate of incorporation, our bylaws and our rights agreement,
which are incorporated by reference into the registration statement that
includes this prospectus.
Intuit's certificate of incorporation authorizes Intuit to issue up to
750,000,000 shares of common stock. As of December 31, 2000, there were
208,259,782 shares of common stock outstanding held by approximately 960
stockholders of record.
The holders of our common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. Subject
to preferences that may apply to any preferred stock outstanding, holders of
common stock are entitled to receive dividends out of assets legally available
at the times and in the amounts that our board of directors may determine. The
common stock has no preemptive rights and is not subject to conversion or
redemption. Upon liquidation, dissolution or winding-up of Intuit, the holders
of common stock are entitled to share in all assets legally available for
distribution to stockholders after payment of all liabilities and the
liquidation preferences, if any, of any outstanding preferred stock. Each
outstanding share of common stock is, and any shares of common stock offered by
this prospectus when they are paid for will be, fully paid and nonassessable.
Our bylaws provide that special meetings of stockholders can be called
only by the chairman of the board, the chief executive officer, the president or
a majority of the board of directors. Our bylaws also specify an advance notice
procedure for the nomination, other than by or at the direction of the board of
directors, of candidates for election as directors and for business to be
brought before a meeting of stockholders. These provisions may have the effect
of delaying, deferring or preventing a change in control of Intuit without
further action by the stockholders.
RIGHTS PLAN
We adopted a stockholder rights plan on April 29, 1998 and amended it on
October 5, 1998. Our board of directors implemented the plan by declaring a
dividend, distributable to stockholders of record on May 11, 1998, of one
preferred share purchase right for each share of common stock outstanding. The
rights plan provides that each share of common stock outstanding will have
attached to it the right to purchase one three-thousandths of a share of series
B junior participating preferred stock. The purchase price per one
three-thousandths of a preferred share is $83.33, subject to adjustment. The
rights, preferences and privileges of the preferred shares are summarized below
under "Description of the Preferred Stock."
The rights will be exercisable only if a person or group acquires 20% or
more of our common stock or announces a tender offer or exchange offer that
would result in the acquisition of 20% or more of our common stock. Once they
are exercisable, and in some circumstances if additional conditions are met, the
plan allows stockholders, other than the acquiror, to purchase our common stock
or securities of the acquiror with a then current market value of two times the
exercise price of the right. Until a right is exercised, the holder of the
right, as such, has no rights as a stockholder of Intuit. The rights are
redeemable for $0.001 per right, subject to adjustment, at the option of the
board of directors. The rights will expire on May 1, 2008, unless they are
redeemed or exchanged by the Intuit before that date.
The rights plan is designed to protect and maximize the value of the
outstanding equity interests in Intuit in the event of an unsolicited attempt by
an acquiror to take over Intuit, in a manner or on terms not approved by the
board of directors. Takeover attempts frequently include coercive tactics to
deprive the board of directors and stockholders of any real opportunity to
determine Intuit's destiny. The board adopted the rights plan to deter coercive
tactics, including a gradual accumulation of shares in the open market of a 15%
or greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all stockholders equally. These tactics unfairly
pressure stockholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares. The rights
plan is not intended to prevent a takeover of Intuit and will not do so. Because
Intuit may redeem the rights, they should not interfere with any merger or
business combination approved by the board of directors.
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Issuance of the rights does not weaken Intuit's financial strength or
interfere with its business plans. The issuance of the rights themselves has no
dilutive effect, will not affect reported earnings per share, should not be
taxable to Intuit or to its stockholders and will not change the way in which
Intuit's shares are traded. Intuit's board of directors believes that the rights
represent a sound and reasonable means of addressing the complex issues of
corporate policy created by the current takeover environment. However, the
rights may have the effect of rendering more difficult or discouraging an
acquisition of Intuit deemed undesirable by the board of directors. The rights
may cause substantial dilution to a person or group that attempts to acquire
Intuit on terms or in a manner not approved by Intuit's board of directors,
unless the offer is conditioned upon the purchase or redemption of the rights.
DELAWARE ANTI-TAKEOVER LAW
We are subject to Section 203 of the Delaware General Corporation Law
regulating corporate takeovers. In general, this law prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for three years after the person became an interested
stockholder unless, subject to specified exceptions, the business combination or
the transaction in which the person became an interested stockholder is approved
in a prescribed manner. Generally, a "business combination" includes a merger,
asset sale, stock sale or other transaction that results in a financial benefit
to the interested stockholder. Generally, an "interested stockholder" is a
person who, together with affiliates and associates, owns, or within three years
prior, did own 15% or more of the corporation's voting stock. These provisions
may have the effect of delaying, deferring or preventing a change in control of
Intuit without further action by the stockholders.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the common stock is American Stock
Transfer & Trust Company.
DESCRIPTION OF THE PREFERRED STOCK
Intuit's certificate of incorporation authorizes the board of directors
to direct the issuance of up to 1,344,918 shares of preferred stock without any
further vote or action by Intuit's stockholders. The shares of preferred stock
may be issued in one or more series and with rights, preferences, privileges and
restrictions, including dividend rights, voting rights, conversion rights, terms
of redemption and liquidation preferences that the board of directors may fix or
designate.
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK
A total of 250,000 shares of preferred stock have been designated as
Series B junior participating preferred stock, $0.01 par value per share. These
shares are reserved for issuance upon exercise of the preferred stock purchase
rights issued under the rights plan discussed above. The shares of Series B
preferred stock will not be redeemable. The holders of the Series B preferred
stock will be entitled to a quarterly per share dividend of 1,000 times the
dividend declared per share of common stock. In the event of liquidation, the
holders of the Series B preferred stock will be entitled to a liquidation
preference of $10.00 per share, plus an aggregate payment of 1,000 times the
aggregate payment made per share of common stock. Each share of Series B
preferred stock will have 1,000 votes, voting together with the common stock.
Finally, in any merger, consolidation or other transaction in which shares of
common stock are exchanged, each share of Series B preferred stock will be
entitled to receive 1,000 times the amount received per share of common stock.
These rights are protected by customary antidilution provisions. Because of the
nature of these dividend, liquidation and voting rights, the value of the one
three-thousandths interest in a share of Series B preferred stock purchasable
upon exercise of each right should approximate the value of one share of common
stock.
ADDITIONAL SERIES OF PREFERRED STOCK
The board of directors may authorize and issue the remaining authorized
but undesignated shares of preferred stock with voting or conversion rights that
could adversely affect the voting power or other rights of the holders of common
stock. The terms of the preferred stock that might be issued could prohibit
Intuit from completing any merger, reorganization, sale of substantially all its
assets, liquidation or other extraordinary corporate transaction without
approval of the outstanding shares of preferred stock. As a result, the issuance
of preferred stock may have the effect of delaying, deferring or preventing a
change in control of Intuit.
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The specific terms of a particular series of preferred stock will be
described in the prospectus supplement relating to that series. The description
of preferred stock in this prospectus and the description of the terms of a
particular series of preferred stock in the related prospectus supplement
summarize the material terms of the preferred stock, but are not complete. For
the complete terms of a particular series of preferred stock, please refer to
the certificate of designation relating to that series. The related prospectus
supplement will contain a description of material United States federal income
tax consequences relating to the purchase and ownership of the series of
preferred stock described in that prospectus supplement.
When they are paid for, the shares of preferred stock will be fully paid
and nonassessable. The certificate of designation relating to the preferred
stock of a particular series will fix the rights, preferences, privileges and
restrictions of the preferred stock of that series. A prospectus supplement,
relating to each series, will specify the terms of the preferred stock as
follows:
- the number of shares in the series and the title of the
series;
- the annual dividend rate, if any, on shares of the
series, whether the rate is fixed or variable or both,
the date or dates from which dividends will begin to
accrue or accumulate and whether dividends will be
cumulative;
- the price at and the terms and conditions on which the
shares of the series may be redeemed, whether at our
option or the option of the holders, if at all,
including the time during which shares of the series may
be redeemed and any accumulated dividends or premiums
that the holders of shares of the series will be
entitled to receive upon the redemption;
- the liquidation preference, if any, and any accumulated
dividends, that the holders of shares of the series will
be entitled to receive upon the liquidation, dissolution
or winding up of the affairs of Intuit;
- whether or not the shares of the series will be subject
to operation of a retirement or sinking fund, and, if
so, the extent and manner in which the fund will be
applied to the purchase or redemption of the shares of
the series for retirement or for other corporate
purposes, and the terms and provisions relating to the
operation of the fund;
- the terms and conditions, if any, on which the shares of
the series will be convertible into, or exchangeable
for, shares of any other class or classes of Intuit
capital stock or any series of any other class or
classes, or of any other series of the same class, or
any other securities or assets, including the price or
prices or the rate or rates of conversion or exchange
and the method, if any, of adjusting the price or rate;
- the voting rights, if any, of the shares of the series;
and
- any or all other preferences and relative,
participating, operational or other special rights,
privileges or qualifications, limitations or
restrictions of the shares of the series.
DESCRIPTION OF DEBT SECURITIES
The following description of the debt securities we may offer, together
with the additional information included in any prospectus supplement, describes
the material terms of the debt securities but is not complete. For a more
detailed description of the terms of the debt securities, please refer to the
indentures that we have filed as exhibits to the registration statement that
includes this prospectus. We will describe in a prospectus supplement the
specific terms of any debt securities we may offer by this prospectus. If
indicated in a prospectus supplement, the terms of the debt securities may
differ from the terms described below.
The debt securities will be either our senior debt securities or our
subordinated debt securities. We will issue our debt securities under one or
more separate indentures between Intuit and a trustee. Senior debt securities
will be issued under a senior indenture and subordinated debt securities will be
issued under a subordinated indenture. The trustee under each indenture is Chase
Manhattan Bank and Trust Company, National Association. Together the senior
indenture and
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subordinated indenture are called the "indentures." The following summaries of
the senior debt, the subordinated debt and the indentures are subject to, and
qualified in their entirety by reference to, all the provisions of the
indentures that apply to a particular series of debt securities, including the
definitions of terms. Except as otherwise indicated, the terms of the senior
indenture and the subordinated indenture are identical.
We may issue the debt securities from time to time in one or more
series. We will specify a maximum aggregate principal amount for the debt
securities of any series. We will also determine the terms and provisions of the
debt securities, which must be consistent with the indentures, including terms
such as maturity, principal and interest. Unless otherwise specified in the
applicable prospectus supplement, the senior debt securities when issued will be
unsecured and unsubordinated obligations of Intuit and will rank on a parity
with all other unsecured and unsubordinated indebtedness of Intuit. The
subordinated debt securities when issued will be subordinated in right of
payment to the prior payment in full of all senior indebtedness of Intuit,
including any outstanding senior debt securities, as described in the applicable
Prospectus Supplement.
The indentures do not limit the amount of other debt that we may issue
and do not contain financial or similar restrictive covenants. The indentures do
not contain any provision intended to provide protection to holders of debt
securities against a sudden or dramatic decline in credit quality of Intuit that
could, for example, result from a takeover, recapitalization, special dividend
or other restructuring.
Each prospectus supplement will describe the following terms relating to
each series of debt securities that we may issue:
- the title;
- whether the debt securities offered are senior debt
securities or subordinated debt securities and the terms
of any subordination;
- the price or prices at which we will issue the debt
securities;
- any limit on the total principal amount of the debt
securities;
- the person to whom any interest on a debt security of
the series will be payable, if other than the person in
whose name that debt security (or one or more
predecessor debt securities) is registered at the close
of business on the regular record date for interest;
- the maturity date(s) or the method of determining the
maturity date(s);
- the interest rate(s), which may be fixed or variable, or
the method for determining the rate(s) and the date(s)
interest will start to accrue, the date(s) on which
interest will be payable and the regular record dates
for interest payment dates or the method for determining
the interest payment dates;
- the place(s) where payments may be made and the manner
of payments;
- Intuit's right, if any, to defer payment of interest and
the maximum length of any deferral period;
- the dates, if any, after which, and the price(s) at
which, the series of debt securities may be redeemed at
Intuit's option under any optional redemption
provisions, and other related terms and conditions;
- the obligation, if any, of Intuit to redeem or purchase
any of the debt securities under any sinking fund or
analogous provision or at the option of the holder and
the date(s), if any, on which, and the price(s) at which
Intuit is obligated, under those provisions or
otherwise, to redeem or purchase the series of debt
securities and other related terms and provisions;
- the denominations in which any of the debt securities
will be issued, if other than denominations of $1,000
and any integral multiple of $1,000;
- if the amount of payments of principal or interest is to
be determined by reference to an index or a formula, or
based on a coin or currency other than that in which the
debt securities are stated to be payable, the manner in
which these amounts will be determined and the
calculation agent, if any;
- if other than United States dollars, the currency,
currencies or currency units in which payments on the
debt securities will be payable and whether the holder
may choose a different currency for payment;
9
- the currency, currencies or currency units of payment of
principal or interest and the period, if any, during
which a holder may elect payment in a currency other
than the currency in which the debt securities are
denominated;
- if other than the entire principal amount, the portion
of the principal amount of the debt securities that will
be payable upon declaration of acceleration of maturity;
- the terms that apply to any debt securities issued at a
discount from their stated principal amount;
- if the principal amount payable at the stated maturity
of any debt securities will not be determinable before
the stated maturity, the amount that will be deemed to
be the principal amount as of any date for any purpose,
including the principal amount that will be due and
payable upon any maturity other than the stated maturity
or that will be treated as outstanding as of any date
(or the manner in which the deemed principal amount is
to be determined);
- if applicable, that the debt securities, in whole or any
specified part, are defeasible;
- conversion or exchange provisions, if any, including
conversion or exchange prices or rates and adjustments
to those prices and rates;
- whether any of the debt securities will be issued in
global form and, if so, who the depositary will be and
the terms of the global securities;
- any subordination provisions;
- any deletion of, or change or addition to any event of
default or covenant;
- any change in the right of the trustee or the holders to
declare the principal amount of any of the debt
securities due and payable;
- terms and conditions, if any, under which any of the
debt securities are secured; and
- any other specific terms of the debt securities.
If any debt securities are sold for any foreign currency or currency
unit or if any payments of the debt securities are payable in any foreign
currency or currency unit, the prospectus supplement will contain any
restrictions, elections, tax consequences, specific terms and other information
about the debt securities and the foreign currency or currency unit.
The debt securities may be issued as original issue discount securities.
An original issue discount security is a debt security, including any
zero-coupon security, that is sold at a price that is lower than the amount
payable upon its stated maturity and provides that upon redemption or
acceleration of the maturity, an amount less than the amount payable upon the
state maturity becomes due and payable. An original issue discount security also
may bear no interest or bear interest at a below-market rate. The prospectus
supplement will also contain any special tax, accounting or other information
about original issue discount securities or other kinds of debt securities that
may be offered, including debt securities linked to an index or payable in
currencies other than United States dollars.
CONVERSION AND EXCHANGE RIGHTS
The terms on which any series of debt securities may be convertible into
or exchangeable for common stock or other securities of Intuit will be described
in the applicable prospectus supplement. These terms will include whether
conversion or exchange is mandatory, at the option of the holder or at the
option of Inuit. These terms may also include provisions for adjustment in the
number of shares of common stock or other securities of Intuit to be received by
the holders of the series of debt securities and provisions for calculation of
the number of shares of common stock or other securities to be received by the
holders upon conversion or exchange of debt securities according to the market
price as of a specific time.
SUBORDINATED DEBT SECURITIES
Payment of the principal of, premium, if any, and interest on
subordinated debt securities will be junior in right of payment to the prior
payment in full of all of our unsubordinated debt, including senior debt
securities. As a result of the subordination provisions, if there is a
bankruptcy, dissolution or reorganization of Intuit, holders of senior
indebtedness may receive more, ratably, and holders of the subordinated debt
securities may receive less, ratably, than the other creditors
10
of Intuit. In addition, subordinated debt securities will be effectively
subordinated to creditors and preferred stockholders of our subsidiaries. The
prospectus supplement relating to any subordinated debt securities will state
the subordination terms of the securities as well as the total amount of
outstanding debt, as of the most recent practicable date, that by its terms
would be senior to the subordinated debt securities. The prospectus supplement
will also state the limitations, if any, on issuance of additional senior debt.
FORM, EXCHANGE AND TRANSFER
The debt securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable prospectus supplement, only in denominations of $1,000 and integral
multiples of $1,000. At the option of the holder, subject to the terms of the
indentures and the limitations that apply to global securities described in the
applicable prospectus supplement, debt securities of any series will be
exchangeable for other debt securities of the same series, in any authorized
denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations that apply to
global securities described in the applicable prospectus supplement, debt
securities may be presented for exchange or for registration of transfer at the
office of the security registrar or at the office of any transfer agent
designated by Intuit for that purpose. Unless otherwise specified in the debt
securities to be exchanged or transferred, there will not be a service charge
for any registration of exchange or transfer of debt securities, but Intuit may
require payment of any taxes or other governmental charges. Intuit has appointed
the trustee as security registrar. Any transfer agent in addition to the
security registrar that Intuit initially designates for any debt securities will
be named in the applicable prospectus supplement. Intuit may at any time
designate additional transfer agents or rescind the designation of any transfer
agent or approve a change in the office through which any transfer agent acts,
except that Intuit will be required to maintain a transfer agent in each place
of payment for the debt securities of each series.
If the debt securities of any series are to be redeemed in part, Intuit
will not be required to:
- issue, register the transfer of or exchange any debt
security of that series during the 15-day period before
the day of mailing of a notice of redemption of any debt
security that may be selected for redemption; or
- register the transfer of or exchange any debt security
selected for redemption, in whole or in part, except the
unredeemed portion of any debt security being redeemed
in part.
GLOBAL SECURITIES
We may issue a series of debt securities in whole or in part in the form
of one or more global certificates that will be deposited with a depositary we
will identify in a prospectus supplement. We may issue global debt securities in
either registered or unregistered form and in either temporary or definitive
form. We will describe the specific terms of the depositary arrangement for any
series of debt securities in the applicable prospectus supplement.
Except as described in the applicable prospectus supplement, no global
security may be exchanged for debt securities registered, and no transfer of a
global security may be registered, in the name of any person other than the
depositary for the global security or any nominee of the depositary unless:
- the depositary has notified us that it is unwilling or
unable to continue as depositary for the global security
or has ceased to be qualified to act as depositary as
required by the indentures; or
- an event of default with respect to the debt securities
represented by the global security has occurred and is
continuing.
As long as the depositary, or its nominee, is the registered holder of a
global security, the depositary or its nominee will be considered the sole owner
and holder of the debt securities represented by that global security for all
purposes under the indentures. Except in the limited circumstances referred to
above, owners of beneficial interests in a global security:
- will not be entitled to have the debt securities
represented by a global security registered in their
names;
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- will not receive or be entitled to receive physical
delivery of the debt securities in definitive form; and
- will not be considered the owners or holders the debt
securities under the indentures.
We will make all payments of principal and premium, if any, and
interest, if any, on a global security to the depositary or its nominee.
The laws of some jurisdictions require that specified purchasers of
securities take physical delivery of the securities in definitive form. These
laws may limit the ability of those persons to own, transfer or pledge
beneficial interests in a global security.
Ownership of beneficial interests in a global security will be limited
to institutions that have accounts with the depositary or its nominee, referred
to as "participants," and to persons that may hold beneficial interests through
participants. Upon the issuance of a registered global security, the depositary
for the registered global security will credit, on its book-entry registration
and transfer system, the participants' accounts with the respective principal
amounts of the debt securities represented by the global security beneficially
owned by the participants. Any dealers, underwriters or agents participating in
the distribution of the debt securities will designate the accounts to be
credited. Ownership of beneficial interest in a global security will be shown
only on, and the transfer of that ownership interest will be made only through,
records maintained by the depositary for participants' interests or on the
records of participants for interests of persons holding through participants.
Each person owning a beneficial interest in a global security must rely
on the procedures of the depositary for the global security and, if the person
is not a participant, on the procedures of a participant through which the
person owns its interest, to exercise any right of a holder under the
indentures. Payments, transfers, exchanges and others matters relating to
beneficial interests in a global security may be subject to various policies and
procedures adopted by the depositary from time to time. None of Intuit, the
trustee or any of our agents or agents of the trustee will have any
responsibility or liability for any aspect of the depositary's or any
participant's records relating to, or for payments made on account of,
beneficial interests in a global security, or for maintaining, supervising or
reviewing any records relating to the beneficial interests.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement,
payment of interest on a debt security on any interest payment date will be made
to the person in whose name the debt security or one or more predecessor debt
securities is registered at the close of business on the regular record date for
that interest.
Unless otherwise indicated in the applicable prospectus supplement,
principal of and any premium and interest on the debt securities of a particular
series will be payable at the office of the paying agent(s) designated by
Intuit, except that at Intuit's option interest payments may be made by check
mailed to the holder. Unless otherwise indicated in the applicable prospectus
supplement, the corporate trust office of the trustee will be designated as
Intuit's sole paying agent for payments on debt securities of each series. The
applicable prospectus supplement will name any other paying agents initially
designated by Intuit for the debt securities of a particular series. Intuit may
at any time designate additional paying agents or rescind the designation of any
paying agent or approve a change in the office through which any paying agent
acts, except that Intuit will be required to maintain a paying agent in each
place of payment for the debt securities of a particular series.
All moneys that Intuit pays to a paying agent or the trustee for the
payment of the principal of or any premium or interest on any debt security that
remain unclaimed for a period ending the earlier of 10 business days before the
money would escheat to the state or at the end of two years after the relevant
principal, premium or interest has become due and payable will be repaid to
Intuit, and the holder of that debt security may look only to Intuit for
payment.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Under the terms of the indentures, we may consolidate with or merge into
another entity or convey, transfer or lease all or substantially all of our
assets to another entity, if Intuit is the continuing entity or, if Intuit is
not the continuing entity:
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- the successor entity is organized under the laws of the
United States and assumes the obligations under the debt
securities and the indentures; and
- immediately after giving effect to the transaction,
there is no default on the debt securities and the
transaction does cause a default on the debt securities.
EVENTS OF DEFAULT
Unless otherwise described in a prospectus supplement, each of the
following will be an event of default under the indentures with respect to any
series of debt securities:
- failure to pay the principal or any premium when due;
- failure to pay interest for 30 days after the date
payment is due and payable, if the time for payment has
not been extended or deferred;
- failure to make any sinking fund payment when due;
- failure to perform any other covenant for 60 days after
written notice from the trustee or the holders of at
least 25% in aggregate principal amount of the
outstanding debt securities of that series;
- events in bankruptcy, insolvency or reorganization of
Intuit; and
- any other event of default specified in the supplemental
indenture under which we issue a series of debt
securities.
An event of default for a particular series of debt securities is not
necessarily an event of default for any other series of debt securities issued
under an indenture. If an event of default involving any series of debt
securities has occurred and is continuing, other than an event of default caused
by events in bankruptcy, insolvency or reorganization of Intuit, either the
trustee or the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of each affected series may declare the principal
amount of the debt securities of that series to be due and payable immediately.
If an event of default caused by events in bankruptcy, insolvency or
reorganization of Intuit has occurred and is continuing, the principal amount of
all the outstanding debt securities of that series will automatically, and
without any action by the trustee or any holder, become immediately due and
payable. Any payment by Intuit on the subordinated debt securities following any
acceleration will be subject to the subordination provisions of the indenture
for the subordinated debt securities. After any acceleration, but before a
judgment or decree based on acceleration, the holders of a majority in aggregate
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind and annul acceleration if all events of default,
other than the non-payment of accelerated principal (or other specified amount),
have been cured or waived as provided in the indentures. For information about
waiver of defaults, see "Modification and Waiver."
Subject to the provisions of the indentures, if an event of default has
occurred and is continuing, the trustee will not be obligated to exercise any of
its rights or powers under the indentures at the request or direction of any of
the holders of the applicable series of debt securities, unless those holders
have offered the trustee reasonable indemnity. Subject to these provisions for
the indemnification of the trustee, the holders of a majority in aggregate
principal amount of the outstanding debt securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee with respect to the debt securities of that series.
A holder of a debt security of any series will have a right to institute
a proceeding under the indentures, or to appoint a receiver or a trustee, or to
seek any other remedy only if:
- the holder has previously given written notice to the
trustee of a continuing event of default with respect to
the debt securities of that series;
13
- the holders of at least 25% in aggregate principal
amount of the outstanding securities of that series have
made a written request, and have offered reasonable
indemnity, to the trustee to institute the proceeding as
trustee; and
- the trustee has not instituted the proceeding, and has
not received from the holders of a majority in aggregate
principal amount of the outstanding securities of that
series other conflicting directions within 60 days after
that notice, request and offer.
These limitations do not apply to a suit instituted by a holder of a
debt security to enforce payment of the principal of or any premium or interest
on that debt security on or after the applicable due date specified in the debt
security.
Intuit will periodically file statements with the trustee regarding its
compliance with certain of the covenants in the indentures.
MODIFICATION AND WAIVER
Intuit and the trustee may change the indentures with the consent of the
holders of a majority in aggregate principal amount of the outstanding debt
securities of each series affected by the change. The following changes,
however, may be made only with the consent of the holder of each outstanding
debt security affected:
- change the stated maturity of any debt security;
- reduce the principal amount or premium, if any, of any
debt security;
- reduce the rate or extend the time of payment of
interest;
- reduce the amount of principal of any debt security
issued with an original issue discount that is payable
upon acceleration or provable in bankruptcy;
- change the place or currency of payment of principal,
premium, if any, or interest;
- impair the right to institute suit for the enforcement
of any payment on any debt security;
- in the case of subordinated debt securities, modify the
subordination provisions in a manner materially adverse
to the holders of the subordinated debt securities;
- in the case of debt securities that are convertible or
exchangeable into other securities of Intuit, adversely
affect the right of holders to convert or exchange any
of the debt securities other than as provided in the
indentures;
- reduce the percentage in principal amount of holders of
debt securities of any series whose consent is required
to change the indenture for that series;
- reduce the percentage in principal amount of holders of
debt securities of any series necessary for waiver of
compliance with certain provisions of the indentures or
for waiver of certain defaults; or
- modify the provisions on modification and waiver.
The indentures will provide that the holders of a majority in aggregate
principal amount of the outstanding debt securities of any series may waive
compliance by Intuit with specific restrictive provisions of the indentures on
behalf of the holders of all debt securities of that series. The holders of not
less than a majority in principal amount of the outstanding debt securities of
any series may waive any past default under the indenture of debt securities of
that series on behalf of all holders of debt securities of that series, except a
default in the payment of principal, premium, if any, or interest on any debt
security of that series or a default in respect of a covenant or provision of
the indenture that cannot be amended without the consent of the holder of each
outstanding debt security of the series affected.
14
Each indenture will provide that in determining whether the holders of
the requisite principal amount of debt securities have given or taken any
direction, notice, consent, waiver or other action under the indenture as of any
date:
- the principal amount of an original issue discount
security that will be treated as outstanding will be the
amount of the principal of that debt security that would
be due and payable as of that date upon acceleration of
the maturity to that date;
- if, as of that date, the principal amount payable at the
stated maturity of a debt security is not determinable
(for example, because it is based on an index), the
principal amount of that debt security treated as
outstanding as of that date will be an amount determined
in the manner prescribed for that debt security; and
- the principal amount of a debt security denominated in
one or more foreign currencies or currency units that
will be treated as outstanding will be the U.S. dollar
equivalent, determined as of that date in the manner
prescribed for that debt security, of the principal
amount of that debt security.
Certain debt securities, including those for whose payment or redemption
money has been deposited or set aside in trust for the holders and those that
have been fully defeased, will not be treated as outstanding.
Except in limited circumstances, we will be entitled to set any day as a
record date for determining the holders of outstanding debt securities of any
series entitled to give or take any direction, notice, consent, waiver or other
action under the indentures, in the manner and subject to the limitations
provided in the indentures. In limited circumstances, the trustee will be
entitled to set a record date for action by holders. If a record date is set for
any action to be taken by holders of a particular series, only persons who are
holders of outstanding debt securities of that series on the record date may
take that action. To be effective, holders of the requisite principal amount of
those debt securities must take that action within a specified period following
the record date. For any particular record date, this period will be 180 days or
a shorter period as may be specified by Intuit (or the trustee, if it set the
record date), and may be shortened or lengthened (but not beyond 180 days) from
time to time.
DEFEASANCE AND COVENANT DEFEASANCE
Intuit can discharge or defease its obligations under the indentures as
stated below or as provided in the applicable prospectus supplement.
Unless otherwise specified in the applicable prospectus supplement,
Intuit may, at its option, discharge its obligations to holders of any series of
debt securities that have not already been delivered to the trustee for
cancellation and that have either become due and payable or are by their terms
to become due and payable, or are scheduled for redemption, within one year.
Intuit may effect a discharge by irrevocably depositing with the trustee cash or
U.S. government obligations, as trust funds, in an amount sufficient to pay,
when due, whether at maturity, upon redemption or otherwise, the principal of,
premium, if any, and interest on the debt securities. Intuit must also pay all
other amounts it is obligated to pay under the indenture and deliver to the
trustee an opinion of counsel to the effect that all conditions to discharge of
the indenture have been satisfied.
Unless otherwise specified in the applicable prospectus supplement,
Intuit may also discharge any and all of its obligations to holders of any
series of debt securities at any time, which is referred to as "defeasance."
Intuit may also be released from the obligations imposed by any covenants of any
outstanding series of debt securities and provisions of the indentures, and may
omit to comply with those covenants without creating an event of default under
the trust declaration, which is referred to as "covenant defeasance." Intuit may
effect defeasance and covenant defeasance only if, among other things, Intuit
irrevocably deposits with the trustee cash or U.S. government obligations, as
trust funds, in an amount that will provide money in an amount sufficient to pay
the principal of, premium, if any, and interest on all outstanding debt
securities of the series on their stated maturities. In addition, Intuit must
deliver an opinion of counsel to the trustee. In the case of covenant
defeasance, the opinion must be to the effect that holders of the series of debt
securities will not recognize gain or loss for federal income tax purposes as a
result of the defeasance and will be subject to federal income tax on the same
amount, in the same manner and at the same times as if no covenant defeasance
had occurred. In the case of defeasance, the opinion must be to the effect that
Intuit has received a ruling from the United States Internal Revenue Service,
the Internal Revenue Service has published a ruling or there has been a change
in tax law, and based on that ruling or change, holders of the series of debt
securities will not recognize gain or loss for federal income tax purposes as a
result
15
of the defeasance and will be subject to federal income tax on the same amount,
in the same manner and at the same times as if no defeasance had occurred.
Intuit will remain subject to obligations to exchange or register the transfer
of debt securities, to replace stolen, lost or mutilated debt securities, to
maintain paying agencies, to hold moneys for payment in trust and, if
applicable, to effect conversion of debt securities.
NOTICES
Notices to holders of debt securities will be given by mail to the
addresses of the holders as they appear in the security register.
TITLE
Intuit, the trustee and any agent of either Intuit or the trustee may
treat the person in whose name a debt security is registered as the absolute
owner of that debt security, whether or not it may be overdue, for the purpose
of making payment and for all other purposes.
GOVERNING LAW
The indentures and the debt securities will be governed by, and
construed in accordance with, the law of New York State.
REGARDING THE TRUSTEE
If the trustee becomes a creditor of Intuit, the indentures limit the
right of the trustee to obtain payment of claims or to realize on property
received in respect of any such claim as security or otherwise. The trustee may
engage in other transactions. If the trustee acquires any conflicting interest
and there is a default under the securities of any series for which it serves as
trustee, however, the trustee must eliminate the conflict or resign.
PLAN OF DISTRIBUTION
We may sell the shares of common stock, shares of preferred stock and
debt securities directly to purchasers, to or through underwriters, through
dealers or agents, or through a combination of these methods. We may distribute
the securities from time to time in one or more transactions at a fixed price or
prices (which may be changed from time to time), at market prices prevailing at
the times of sale, at prices related to those prevailing market prices or at
negotiated prices. The prospectus supplement for the securities being offered
will describe the terms of the offering, including:
- the name or names of any underwriters, dealers or
agents;
- the purchase price and the proceeds to us from that
sale;
- any underwriting discounts and other items constituting
underwriters' compensation;
- any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers; and
- whether the securities will trade on any securities
exchanges or the Nasdaq National Market.
If we use underwriters, we will enter into an underwriting agreement
with those underwriters relating to the securities that we will offer. Unless
otherwise provided in the applicable prospectus supplement, the obligations of
the underwriters to purchase these securities will be subject to conditions. The
underwriters will be obligated to purchase all of these securities if any are
purchased. We may also agree to indemnify the underwriters, dealers and agents
against civil liabilities, including liabilities under the Securities Act, or to
contribute to payments that the underwriters, dealers or agents may be required
to make in respect to those civil liabilities. Certain underwriters, dealers or
agents and their associates may be customers of, engage in transactions with or
perform services for Intuit in the ordinary course of business.
16
The underwriters will acquire the securities subject to the underwriting
agreement for their own account and may resell them from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. Underwriters may be
deemed to have received compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from the purchasers of
these securities for whom they may act as agent. Underwriters may sell these
securities to or through dealers. These dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriter and/or
commissions from the purchasers for whom they may act as agent. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
We may also sell the securities in connection with a remarketing upon
their purchase, in connection with a redemption or repayment, by a remarketing
firm acting as principal for its own account or as our agent. Remarketing firms
may be deemed to be underwriters in connection with the securities that they
remarket.
We may authorize underwriters to solicit offers by institutions to
purchase the securities subject to the underwriting agreement from us at the
public offering price stated in the prospectus supplement under delayed delivery
contracts providing for payment and delivery on a specified date in the future.
If we sell securities under these delayed delivery contracts, the prospectus
supplement will state that as well as the conditions to which these delayed
delivery contracts will be subject and the commission payable for that
solicitation.
If we use dealers in an offering, we will sell the securities to the
dealers as principals. The dealers then may resell the securities to the public
at varying prices that they determine at the time of resale. The names of the
dealers and the terms of the transaction will be specified in a prospectus
supplement. We may also sell any of the securities through agents that we
designate from time to time. We will name any agent involved in the offer or
sale of these securities and will list commissions payable by us to these agents
in the prospectus supplement. These agents will be acting on a best efforts
basis to solicit purchases for the period of their appointment, unless we state
otherwise in the applicable prospectus supplement. Dealers and agents named in a
prospectus supplement may be deemed to be underwriters within the meaning of the
Securities Act of 1933 of the securities described in that prospectus
supplement. In addition, we may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act of 1933 with respect to any resales of those securities.
We may grant underwriters who participate in the distribution of
securities an option to purchase additional securities to cover over-allotments,
if any.
All debt securities will be new issues of securities with no established
trading market. Any underwriters to whom we sell debt securities for public
offering and sale may make a market in those securities, but will not be
obligated to do so and may discontinue any market making at any time without
notice. An active trading market for any debt securities may never develop.
LEGAL MATTERS
The validity of the issuance of the common stock and preferred stock
offered by this prospectus will be passed upon for Intuit by Fenwick & West LLP,
Palo Alto, California. The validity of the issuance of the debt securities
offered by this prospectus will be passed upon for Intuit by Pillsbury Winthrop
LLP, New York, New York. Legal matters relating to the securities offered will
be passed on for any underwriters by the counsel for the underwriters named in
the applicable prospectus supplement.
EXPERTS
The consolidated financial statements and schedule of Intuit appearing
in Intuit Inc.'s Form 10-K for the year ended July 31, 2000, have been audited
by Ernst & Young LLP, independent auditors, to the extent indicated in their
report thereon that is included therein and incorporated herein by reference.
Such consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
The statements of income, stockholders' equity, and cash flows of Rock
Financial Corporation for the year ended December 31, 1998, have been audited by
KPMG LLP, independent auditors, as set forth in their report thereon that is
included in Intuit's Form 10-K for the year ended July 31, 2000. The report of
KPMG LLP refers to a change in method of accounting for software developed for
internal use. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Registrant in connection with
this offering are as follows:
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law,
Intuit's Certificate of Incorporation includes a provision that eliminates the
personal liability of its directors for monetary damages for breach or alleged
breach of their duty of care. In addition, as permitted by Section 145 of the
Delaware General Corporation Law, the Bylaws of Intuit provide that:
- Intuit is required to indemnify its directors and
officers and persons serving in such capacities in other
business enterprises (including, for example,
subsidiaries of Intuit) at Intuit's request, to the
fullest extent permitted by Delaware law, including
those circumstances in which indemnification would
otherwise be discretionary;
- Intuit may, in its discretion, indemnify employees and
agents in those circumstances where indemnification is
not required by law;
- Intuit is required to advance expenses, as incurred, to
its directors and officers in connection with defending
a proceeding (except that it is not required to advance
expenses to a person against whom Intuit brings a claim
for breach of the duty of loyalty, failure to act in
good faith, intentional misconduct, knowing violation of
law or deriving an improper personal benefit);
- the rights conferred in the Bylaws are not exclusive and
Intuit is authorized to enter into indemnification
agreements with its directors, officers and employees;
and
- Intuit may not retroactively amend the Bylaw provisions
in a way that is adverse to such directors, officers and
employees.
Intuit's policy is to enter into indemnity agreements with each of its
and its subsidiaries' directors and officers that provide the maximum indemnity
allowed to directors and officers by Section 145 of the Delaware General
Corporation Law and the Bylaws, as well as certain additional procedural
protections. In addition, the indemnity agreements provide that directors and
officers will be indemnified to the fullest possible extent not prohibited by
law against all expenses (including attorney's fees) and settlement amounts paid
or incurred by them in any action or proceeding, including any derivative action
by or in the right of Intuit, on account of their services as directors or
officers of Intuit or as directors or officers of any other company or
enterprise when they are serving in such capacities at the request of Intuit.
Intuit will not be obligated pursuant to the agreements to indemnify or advance
expenses to an indemnified party with respect to
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proceedings or claims initiated by the indemnified party and not by way of
defense, except with respect to proceedings specifically authorized by Intuit's
Board of Directors or brought to enforce a right to indemnification under the
Indemnity Agreement, Intuit's Bylaws or any statute or law. Under the
agreements, Intuit is not obligated to indemnify the indemnified party
- for any expenses incurred by the indemnified party with
respect to any proceeding instituted by the indemnified
party to enforce or interpret the agreement, if a court
of competent jurisdiction determines that each of the
material assertions made by the indemnified party in
such proceeding was not made in good faith or was
frivolous;
- for any amounts paid in settlement of a proceeding
unless Intuit consents to such settlement;
- with respect to any proceeding brought by Intuit against
the indemnified party for willful misconduct, unless a
court determines that each of such claims was not made
in good faith or was frivolous;
- on account of any suit in which judgment is rendered
against the indemnified party for an accounting of
profits made from the purchase or sale by the
indemnified party of securities of Intuit pursuant to
the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and related laws;
- on account of the indemnified party's conduct which is
finally adjudged to have been knowingly fraudulent or
deliberately dishonest, or to constitute willful
misconduct or a knowing violation of the law;
- on account of any conduct from which the indemnified
party believed to be contrary to the best interests of
Intuit or its stockholders;
- on account of conduct that constituted a breach of the
indemnified party's duty of loyalty to Intuit or its
stockholders; or
- if a final decision by a court having jurisdiction in
the matter shall determine that such indemnification is
not lawful.
The indemnification provision in the Bylaws, and the indemnity
agreements entered into between Intuit and its directors and officers, may be
sufficiently broad to permit indemnification of Intuit's officers and directors
for liabilities arising under the Securities Act of 1933.
The indemnity agreements with Intuit's officers and directors require
Intuit to maintain director and officer liability insurance to the extent
reasonably available. Intuit currently maintains a director and officer
liability insurance policy.
The form(s) of proposed Underwriting Agreement(s) to be filed as (an)
Exhibit(s) hereto or incorporated by reference herein may include provisions
regarding the indemnification of officers and directors of the registrant by the
several Underwriters.
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
herein:
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* To be filed by amendment or by a report on Form 8-K pursuant to Section 601
of Regulation S-K.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by such
clauses is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain View, State of California, on this 30th
day of January, 2001.
INTUIT INC.
By: /s/ Greg J. Santora
-------------------------------------
Greg J. Santora
Senior Vice President and Chief
Financial Officer
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Stephen M. Bennett and Greg J. Santora, and each
of them, his or her attorneys-in-fact and agents, each with the power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to sign any registration
statement for the same offering covered by this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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EXHIBIT INDEX
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* To be filed by amendment or by a report on Form 8-K pursuant to Section 601
of Regulation S-K.