UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2007
INTUIT INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-21180
(Commission File Number)
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77-0034661
(IRS Employer
Identification No.) |
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| 2700 Coast Avenue, Mountain View, CA
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94043 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (650) 944-6000
(Former name or former address, if changed since last report.)Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On March 7, 2007, Intuit Inc. (the “Company”) entered into an underwriting agreement with J.P.
Morgan Securities Inc. and Citigroup Global Markets Inc., on behalf of the several underwriters
named therein in connection with the offer and sale of senior notes in an underwritten public
offering (the “Offering”). The underwriting agreement includes the terms and conditions of the
sale of the senior notes, indemnification and contribution obligations, and other terms and
conditions customary in agreements of this type.
The senior notes
(collectively, the “Notes”) are being issued pursuant to
the Indenture for Senior Debt Securities, dated
as of March 7, 2007, (the “Indenture”) between the Company and The Bank of New York Trust Company,
N.A., as trustee (the “Trustee”), and related Officers’ Certificate, dated March 12, 2007
(the “Officers’ Certificate”),
with the
following principal terms.
5.40% Senior Notes due 2012. The aggregate principal amount of 5.40% Senior Notes due 2012
(the “2012 Notes”) being issued and sold is $500,000,000. The 2012 Notes are being issued at a
price to the public of 99.995% of their principal amount. These notes will mature on March 15,
2012, bear interest at a fixed rate of 5.40% per year, payable semi-annually on March 15 and
September 15 of each year, commencing September 15, 2007, and have a yield to maturity of 5.401%.
The 2012 Notes are redeemable, in whole or in part at any time or from time to time, at the
Company’s option, at the applicable redemption price described below. In
addition, if certain changes occur in the credit ratings of the 2012 Notes within 90 days of a
change of control (or announcement of a change of control) of the Company, the Company will be required to make an offer to repurchase the
2012 Notes, in whole or in part, at a price equal to 101% of their principal amount, plus accrued
interest to, but not including, the date of repurchase.
5.75% Senior Notes due 2017. The aggregate principal amount of 5.75% Senior Notes due 2017
(the “2017 Notes”) being issued and sold is $500,000,000. The 2017 Notes are being issued at a
price to the public of 99.556% of their principal amount. These notes will mature on March 15,
2017 and bear interest at a fixed rate of 5.75% per year, payable semi-annually on March 15 and
September 15 of each year, commencing September 15, 2007, and have a yield to maturity of 5.809%.
The 2017 Notes are redeemable, in whole or in part at any time or from time to time, at the
Company’s option, at the applicable redemption price described below. In
addition, if certain changes occur in the credit ratings of the 2017 Notes within 90 days of a
change of control (or announcement of a change of control) of the Company, the Company will be required to make an offer to repurchase the
2017 Notes, in whole or in part, at a price equal to 101% of their principal amount, plus accrued
interest to, but not including, the date of repurchase.
The redemption price of the Notes will be equal to the greater of the following
amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the date of
redemption: (a) 100% of the principal amount of the Notes to be
redeemed; or (b) the sum of the
present values of the remaining scheduled payments thereon discounted to the date of redemption, on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal
to the sum of the applicable Treasury Rate (as defined in the Notes) plus 0.15% with respect to the
2012 Notes and 0.20% with respect to the 2017 Notes.
The Notes are also subject
to covenants that limit the Company’s ability to grant liens on
its
facilities and to enter into sale and lease-back transactions, subject to certain exceptions.
The Notes are subject to customary events of default, including: (a) the Company’s failure to
pay principal or premium, if any, on the Notes when due at maturity, upon redemption or otherwise;
(b) the Company’s failure to pay interest for 30 days after the interest becomes due and payable;
(c) the Company’s failure to perform, or its breach of, any other covenant or warranty in the
Indenture for 60 days after either the Trustee or holders of at least 25% in principal amount of
the outstanding Notes have given the Company written notice of the default or breach in the manner required
by the Indenture; (d) specified events involving the Company’s bankruptcy, insolvency or
reorganization; (e) a failure by the Company to repurchase Notes of a series tendered for
repurchase following the Company’s offer to repurchase described above; and (f) (1) a failure to
make any payment at maturity, including any applicable grace period, on any indebtedness of the
Company (other than indebtedness of the Company owing to any of its subsidiaries) outstanding in an
amount in excess of $100 million and continuance of this failure to pay or (2) a default on any
indebtedness of the Company (other than indebtedness owing to any of its subsidiaries), which
default results in the acceleration of such indebtedness in an amount in excess of $100 million
without such indebtedness having been discharged or the acceleration having been cured, waived,
rescinded or annulled, in the case of clause (1) or (2) above, after either the Trustee or holders
of at least 25% in principal amount of the outstanding Notes have given us written notice of the
default or breach in the manner required by the Indenture. If an event of default resulting from
specified events involving the Company’s bankruptcy, insolvency or reorganization has occurred and
is continuing, the Indenture provides that the entire principal amount plus accrued and unpaid
interest of the Notes outstanding will automatically become due immediately and payable without any
declaration or other act on the part of the Trustee or any holder. Upon any other event of default
with respect to any series of the Notes, the Indenture provides that either the Trustee or the
holders of at least 25% in principal amount
of the outstanding notes of that series may declare the principal amount of all the
outstanding notes of that entire series due and payable immediately.
The descriptions above are summaries and are qualified in their entirety by the Indenture,
filed as Exhibit No. 4.01 to the Company’s current report on Form 8-K filed with the Commission on
March 7, 2007, and the Officers’ Certificate and the forms of Notes, filed as Exhibit No. 4.01 and
4.02 hereto and incorporated by reference herein.
In connection with the Offering, the Company is filing the underwriting agreement as Exhibit
No. 1.01 to this current report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The information set forth above under Item 1.01 is hereby incorporated by reference into this
Item 2.03.
Item 8.01. Other Events.
In connection with the Offering, the Company is filing a legal opinion and consent as Exhibit
No. 5.01 and Exhibit No. 23.01, respectively, to this
current report Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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1.01
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Underwriting Agreement, dated March 7, 2007, by and among the
Company, J.P. Morgan Securities Inc. and Citigroup Global Markets
Inc., on behalf of the several underwriters named therein |
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4.01
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Officers’ Certificate dated March 12, 2007 |
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4.02
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Forms of Global Note for the Company’s 5.40% Senior Notes due 2012
and 5.75% Senior Notes due 2017 |
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5.01
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Opinion of Fenwick & West LLP |
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23.01
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Consent of Fenwick & West LLP (contained in Exhibit No. 5.01) |