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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
SEPTEMBER 3, 1996
INTUIT INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-21180 77-0034661
(State of incorporation) (Commission file no.) (I.R.S. employer
identification no.)
2535 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices, including zip code)
(415) 944-6000
(Registrant's telephone number, including area code)
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CONTENTS
Item 2: Acquisition or Disposition of Assets ....................... 3
Item 7: Financial Statements and Exhibits .......................... 3
(a) Financial Statements of Galt Technologies.......... 3
(b) Pro Forma Financial Information.................... 15
(c) Exhibits........................................... 19
Signatures ......................................................... 20
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 18, 1996, Intuit Inc. (the "Company") filed a Form 8-K to
report its completion of the acquisition of GALT Technologies, Inc.
("GALT"). Pursuant to Item 7 of Form 8-K, the Company indicated that it
would file certain financial information no later than November 15, 1996. This
Amendment No. 1 is being filed in order to file such financial information
and to include certain exhibits that were not included with the original
Form 8-K filing, as indicated in Item 7 below.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF GALT TECHNOLOGIES, INC.
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Galt Technologies, Inc.
Audited Financial Statements
Year ended December 31, 1995 and
for the period September 1, 1993 (inception)
through December 31, 1994
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Report of Independent Auditors
Board of Directors
Galt Technologies, Inc.
We have audited the accompanying balance sheets of Galt Technologies, Inc. as of
December 31, 1995 and 1994, and the related statements of operations, redeemable
preferred stock, common stock and accumulated deficit, and cash flows for the
year ended December 31, 1995 and for the period September 1, 1993 (inception)
through December 31, 1994. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Galt Technologies, Inc. at
December 31, 1995 and 1994, and the results of its operations and its cash flows
for the year ended December 31, 1995 and for the period September 1, 1993
(inception) through December 31, 1994, in conformity with generally accepted
accounting principles.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
March 8, 1996
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Galt Technologies, Inc.
Balance Sheets
DECEMBER 31
1995 1994
-------------------------
ASSETS
Current assets:
Cash $ 387,245 $ 15,228
Accounts receivable 210,864 56,100
Prepaid expenses and other 26,754 6,455
-------------------------
Total current assets 624,863 77,783
Fixed assets:
Computer equipment 352,296 63,861
Telecommunications equipment 132,701 8,286
Furniture, fixtures and office equipment 61,889 8,994
-------------------------
546,886 81,141
Less accumulated depreciation (208,562) (25,776)
-------------------------
338,324 55,365
-------------------------
$ 963,187 $ 133,148
=========================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Advances from related parties $ 1,400,000 $ 13,725
Accounts payable 116,656 53,977
Accrued expenses 81,183 21,166
Deferred revenues 370,466 52,550
-------------------------
Total current liabilities 1,968,305 141,418
Stockholders' equity (deficiency)
Redeemable preferred stock, $0.01 par value: 32,889 shares authorized,
issued and outstanding 329 329
Common Stock, $0.01 par value: 2,500,000 shares authorized; 1,987,085
and 1,394,630 shares issued and outstanding at December 31, 1995 and
1994, respectively 19,870 13,946
Additional paid-in capital 983,928 311,895
Accumulated deficit (2,009,245) (334,440)
-------------------------
(1,005,118) (8,270)
-------------------------
$ 963,187 $ 133,148
=========================
See accompanying notes.
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Galt Technologies, Inc.
Statements of Operations
FOR THE PERIOD
SEPTEMBER 1, 1993
YEAR ENDED (INCEPTION) THROUGH
DECEMBER 31 DECEMBER 31
1995 1994
-------------------------
Revenues $ 430,236 $ 91,474
Costs and expenses:
Costs of products sold 128,681 35,408
Sales and marketing 167,642 56,851
General and administrative 1,558,633 300,355
Depreciation and amortization 182,786 25,776
Interest 42,534 2,633
-------------------------
Total costs and expenses 2,080,276 421,023
-------------------------
Net loss $(1,650,040) $(329,549)
=========================
See accompanying notes.
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Galt Technologies, Inc.
Statements of Redeemable Preferred Stock,
Common Stock and Accumulated Deficit
Year ended December 31, 1995 and
for the period September 1, 1993 (inception)
through December 31, 1994
REDEEMABLE PREFERRED STOCK COMMON STOCK
-------------------------- ------------------------------
ADDITIONAL ADDITIONAL
PAID-IN PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL SHARES AMOUNT CAPITAL DEFICIT TOTAL
------ ------ ------- ------ ------ ------- ------- -----
Issuance of preferred stock 24,867 $249 $ 233,749 -- $ -- $ -- $ -- $ 233,998
Issuance of Common Stock -- -- -- 97,500 975 4,525 -- 5,500
Conversion of note payable to
preferred stock 8,022 80 75,407 -- -- -- -- 75,487
Common Stock issued to officer -- -- -- 41,963 420 5,874 -- 6,294
Ten-for-one stock split -- -- (2,152) 1,255,167 12,551 (10,399) -- --
Accrued dividends payable -- -- 4,891 -- -- -- (4,891) --
Net loss -- -- -- -- -- -- (329,549) (329,549)
------ ---- --------- --------- ------- --------- ----------- -----------
Balance, December 31, 1994 32,889 329 311,895 1,394,630 13,946 -- (334,440) (8,270)
Exercise of warrants -- -- -- 592,455 5,924 551,576 -- 557,500
Common stock options granted
to employees -- -- -- -- -- 95,692 -- 95,692
Accrued dividends payable -- -- 24,765 -- -- -- (24,765) --
Net loss -- -- -- -- -- -- (1,650,040) (1,650,040)
------ ---- --------- --------- ------- --------- ----------- -----------
Balance, December 31, 1995 32,889 $329 $ 336,660 1,987,085 $19,870 $ 647,268 $(2,009,245) $(1,005,118)
====== ==== ========= ========= ======= ========= =========== ===========
See accompanying notes.
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Galt Technologies, Inc.
Statements of Cash Flows
FOR THE PERIOD
SEPTEMBER 1, 1993
YEAR ENDED (INCEPTION) THROUGH
DECEMBER 31 DECEMBER 31
1995 1994
----------------------------
OPERATING ACTIVITIES
Net loss $(1,650,040) $(329,549)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 182,786 25,776
Compensation expense resulting from stock
options granted to employees 95,692 6,294
Changes in operating assets and liabilities:
Accounts receivable (154,764) (56,100)
Prepaid expenses and other (20,299) (6,455)
Accounts payable 62,679 53,977
Accrued expenses 60,017 21,653
Deferred revenues 317,916 52,550
----------------------------
Total adjustments 544,027 97,695
----------------------------
Net cash used in operating activities (1,106,013) (231,854)
INVESTING ACTIVITIES
Purchases of fixed assets (465,745) (70,204)
FINANCING ACTIVITIES
Proceeds from related party advances 1,386,275 2,788
Proceeds from issuance of preferred stock and
Common Stock 557,500 239,498
Proceeds from issuance of note payable -- 75,000
----------------------------
Net cash provided by financing activities 1,943,775 317,286
----------------------------
Net increase in cash 372,017 15,228
Cash, beginning of period 15,228 --
----------------------------
Cash, end of period $ 387,245 $ 15,228
============================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 42,534 $ 2,155
See accompanying notes.
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Galt Technologies, Inc.
Notes to Financial Statements
December 31, 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE COMPANY
Galt Technologies, Inc. (the Company) specializes in electronic information
distribution and communications systems for the mutual fund industry.
On October 24, 1995, the Company entered into an agreement with Intuit, Inc.
(Intuit) to be acquired in a tax-free plan of reorganization which was approved
by the Company's stockholders during March 1996. The closing of the transaction
will take place on or before September 30, 1996. All Common Stock and preferred
stock of the Company will be converted into common stock of Intuit. Outstanding
employee stock options will be assumed by Intuit, Inc. and converted into
options to purchase Intuit's common stock. In the event of a material breach of
the agreement by Intuit, the agreement will automatically terminate, and Intuit
will be required to pay $4 million to the Company. Additionally, the parties
entered into a service agreement whereby the Company became the exclusive
provider of mutual fund marketing and transactions services to Intuit.
The Company performs periodic credit evaluations of its customers' financial
condition and generally does not require collateral. Four customers comprised
34% and 61% of the Company's revenues for the year ended December 31, 1995 and
for the period September 1, 1993 (inception) through December 31, 1994,
respectively, and a different single customer comprised 17% and 63% of accounts
receivable at December 31, 1995 and 1994, respectively.
FIXED ASSETS
Fixed assets are recorded at cost and depreciated over their estimated useful
lives of three to five years using an accelerated method. All ordinary
maintenance and repairs are charged to operations as incurred.
DEFERRED REVENUES
The Company periodically receives payment in advance for future services. These
funds are recorded as deferred revenues and amortized over the period services
are performed.
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. INCOME TAXES
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Under this method, deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred income tax assets as of December 31, 1995 and 1994 are as
follows:
1995 1994
-----------------------
Deferred income tax assets:
Depreciation $ 57,600 $ 7,500
Stock options 196,200 --
Cash method 131,000 --
Organization costs 1,100 --
Net operating loss carryforward 575,100 112,900
-----------------------
961,000 120,400
Valuation allowance (961,000) (120,400)
-----------------------
$ -- $ --
=======================
The Company has not recorded future income tax benefits for any temporary
differences or for the net operating loss carryforward because of the
uncertainty of realization.
As of December 31, 1995, the Company had approximately $1,400,000 of net
operating loss carryforwards for federal and state tax purposes. These
carryforwards may offset future taxable income through 2010 subject to certain
limits. Prior to October 7, 1994, the Company was a Subchapter S Corporation. As
a result, all net losses prior to this date were not included in determining the
tax net operating loss carryforward.
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3. CREDIT AGREEMENT
The Company entered into a credit agreement (the Credit Agreement) with Intuit
in which Intuit agreed to make loans to the Company on a revolving basis not to
exceed $3,011,096. Amounts borrowed under the Credit Agreement bear interest at
the prime rate plus 2% and were payable on September 30, 1996. Borrowings under
the Credit Agreement were secured by substantially all of the assets of the
Company. Outstanding borrowings under the Credit Agreement were $1,400,000 at
December 31, 1995.
In January 1996, the Company entered into a new revolving credit facility for
$3.5 million with a bank. Proceeds from the new agreement were used to pay off
the outstanding balance on the Credit Agreement. The maturity date of the new
agreement is the earliest of: 1) the consummation of the merger with Intuit, 2)
September 30, 1996, or 3) such earlier date on which all loans may become due
and payable pursuant to the terms of the agreement. The new agreement limits the
Company's monthly losses during 1996. Net losses for each calendar month ending
on or before June 30, 1996 cannot be more than $350,000 and for each calendar
month ending thereafter, $275,000. The bank has a first security interest in all
of the assets of the Company, and a collateral assignment of the Company's
rights under the merger agreement with Intuit.
4. CAPITAL STOCK
COMMON STOCK
No dividends may be declared on Common Stock until all preferred cumulative
dividends have been paid.
The shares held by the officers of the corporation are restricted in that the
Company, preferred stockholders or other officers may purchase these shares upon
termination, except in the case of death, disability or termination by the
Company other than for cause. The sales price is fixed at the lower of $.941 per
share or the book value per share of the Company. These restrictions lapse
ratably over the next four years allowing the stockholders the ability to sell
the shares to a willing buyer at a fair price.
In December 1994, the Company's Board of Directors declared a ten-for-one stock
split in the form of a stock dividend.
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4. CAPITAL STOCK (CONTINUED)
PREFERRED STOCK
Under a Preferred Stock Purchase Agreement (the Agreement), the holders of the
shares of preferred stock are entitled to cumulative annual dividends of $0.753
per share payable when authorized by the Board of Directors, upon liquidation or
upon redemption. Each share of the preferred stock may be converted to ten
shares of Common Stock. The stock may be converted to Common Stock at any time
by the stockholder, or automatically if the Company conducts an initial public
offering for $7,500,000 or more. Each preferred stockholder has the right to
vote as if their shares of preferred stock had been converted to Common Stock at
the then current conversion rate.
The preferred stock also carries other provisions including preemptive rights
and antidilution protection.
The Agreement provides for preferences upon liquidation. In general, the
preferred stock has a preference at liquidation equal to the purchase price plus
any accrued, unpaid dividends whether or not declared. The remaining proceeds
are distributed ratably to the common and preferred stockholders.
If no initial public offering occurs, the shares are required to be redeemed at
the liquidation value of the preferred stock plus accrued dividends based upon
the following redemption schedule:
September 30, 1999 -- up to one third of the preferred stock
September 30, 2000 -- up to two thirds of the preferred stock
September 30, 2001 -- any request from the preferred stockholders
The Company will only redeem eligible shares for which it has funds to redeem.
Any unredeemed shares are eligible for redemption the following period.
5. OPERATING LEASES
The Company leases its facilities and certain office equipment under operating
lease agreements. Future minimum lease payments under these leases consist of
the following:
1996 $69,528
1997 69,528
1998 69,528
1999 69,528
2000 40,558
Total rent expense charged to operations was approximately $35,500 and $12,150
for the year ended December 31, 1995 and for the period September 1, 1993
(inception) through December 31, 1994, respectively.
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6. STOCK OPTION AND WARRANTS
The Company adopted the Galt Technologies, Inc. 1995 Stock Option Plan in which
the Company granted or committed options to purchase 139,135 shares of Common
Stock at $.20 per share. The Company reserved 166,303 shares of Common Stock for
issuance under the Plan.
The Company entered into notes payable with stockholders and individuals
aggregating $605,000. The Company repaid all outstanding principal and interest,
and warrants granted under the notes were exercised to purchase 592,455 shares
of Common Stock at $0.941 per share.
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(B) PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL INFORMATION
Pro forma financial information is set forth herein to give effect to the
acquisition of Galt Technologies, Inc. by Intuit Inc. as if the merger had taken
place at July 31, 1996 for purposes of the Unaudited Pro Forma Condensed
Combining Balance Sheet and at July 31, 1995 for purposes of the Unaudited Pro
Forma Condensed Combining Statement of Operations for the year ended July 31,
1996. The Unaudited Pro Forma Condensed Combining Statement of Operations does
not purport to represent what the Company's results of operations would actually
have been if such transaction had in fact occurred on such dates and does not
purport to project the results of operations of the Company for the current year
or for any future period. The adjustments in the Unaudited Pro Forma Condensed
Combining Financial Information are based on available information and on
certain assumptions which management believes are reasonable. All information
contained herein should be read in conjunction with the Consolidated Financial
Statements and the Notes thereto of Intuit and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in Intuit's
1996 Annual Report, the Financial Statements and Notes thereto of Galt included
in this Form 8-K/A, and the Notes to the Unaudited Pro Forma Condensed Combining
Financial information.
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INTUIT INC. AND
GALT TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET
PRO FORMA
INTUIT GALT ------------------------------
7/31/96 12/31/95 ADJUSTMENTS COMBINED
--------- --------- ----------- ---------
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents .................. $ 44,584 $ 387 $ -- $ 44,971
Short-term investments ..................... 153,434 -- -- 153,434
Accounts receivable, net ................... 49,473 211 -- 49,684
Inventories ................................ 4,448 -- -- 4,448
Prepaid expenses ........................... 9,269 27 -- 9,296
Deferred income taxes ...................... 19,205 -- -- 19,205
--------- --------- --------- ---------
Total current assets ............... 280,413 625 -- 281,038
Property and equipment, net .................. 95,611 338 -- 95,949
Purchased intangibles ........................ 16,449 -- 6,016 (a)
-- -- (4,929)(b) 17,536
Goodwill ..................................... 15,194 -- 7,176 (a) 22,370
Long-term deferred income tax asset .......... 6,892 -- -- 6,892
Other assets ................................. 3,461 -- -- 3,461
--------- --------- --------- ---------
Total assets ................................. $ 418,020 $ 963 $ 8,263 $ 427,246
========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................... $ 33,972 $ 117 $ -- $ 34,089
Accrued compensation and related liabilities 15,473 -- -- 15,473
Deferred revenue ........................... 18,974 370 -- 19,344
Advances from related parties .............. -- 1,400 -- 1,400
Other accrued liabilities .................. 42,270 81 200 (a) 42,551
--------- --------- --------- ---------
Total current liabilities .......... 110,689 1,968 200 112,857
Deferred income taxes ........................ 2,513 -- 436 2,949
Long-term notes payable ...................... 5,583 -- -- 5,583
Commitments and contingencies
Stockholders' equity:
Redeemable preferred stock ................. -- -- -- --
Common stock ............................... 458 20 (20)(c)
2 (a) 460
Additional paid-in capital ................. 530,818 984 (984)(c)
8,909 (a) 539,727
Deferred compensation ...................... (1) -- -- (1)
Cumulative translation adjustment and other (501) -- -- (501)
Accumulated deficit ........................ (231,539) (2,009) 4,849 (c)
(200)(a)
(4,929)(b) (233,828)
---------- --------- --------- ---------
Total stockholders' equity ......... 299,235 (1,005) 7,627 305,857
--------- --------- --------- ---------
Total liabilities and stockholders' equity ... $ 418,020 $ 963 $ 8,263 $ 427,246
========= ========= ========= =========
See accompanying notes.
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INTUIT INC. AND
GALT TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINING INCOME STATEMENT
INTUIT GALT
for the for the PRO FORMA
year ended year ended ------------------------------
7/31/96 12/31/95 ADJUSTMENTS COMBINED
--------- --------- ----------- ---------
(in thousands, except per share data)
Net revenue ............................... $ 538,608 $ 430 $ -- $ 539,038
Costs and expenses:
Cost of goods sold:
Product .............................. 136,470 128 -- 136,598
Amortization of purchased software and 1,399 -- -- 1,399
other
Customer service and technical support .. 106,872 -- -- 106,872
Selling and marketing ................... 142,319 168 -- 142,487
Research and development ................ 75,558 -- -- 75,558
General and administrative .............. 33,153 1,559 -- 34,712
Charge for purchased research and ....... 8,043 -- -- 8,043
development
Other acquisition costs ................. 778 -- -- 778
Amortization of goodwill and purchased
intangibles .......................... 39,792 183 3,565(e) 43,540
--------- --------- --------- ---------
Total costs and expenses ........ 544,384 2,038 3,565 549,987
--------- --------- --------- ---------
Loss from operations ............ (5,776) (1,608) (3,565) (10,949)
Interest and other income and expense, net 7,646 (42) -- 7,604
--------- --------- --------- ---------
Income (loss) from continuing operations
before income taxes ..................... 1,870 (1,650) (3,565) (3,345)
Provision for income taxes ................ 16,225 -- -- 16,225
--------- --------- --------- ---------
Loss from continuing operations ........... (14,355) (1,650) (3,565) (19,570)
Loss from operations of discontinued
operations, net of income tax benefit of
$3,725................................... (6,344) -- -- (6,344)
--------- --------- --------- ---------
Net loss .................................. $ (20,699) $ (1,650) $ (3,565) $ (25,914)
========= ========= ========= =========
Loss per share from continuing operations . (0.32) (0.43)
Loss per share from discontinued operations (0.14) (0.14)
--------- ---------
Net loss per share ........................ (0.46) (0.57)
========= =========
Shares used in computing net loss per share 45,149 246(d) 45,395
========= =========
See accompanying notes.
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INTUIT INC. AND
GALT TECHNOLOGIES, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINING
BALANCE SHEET AND STATEMENT OF OPERATIONS
The following pro forma adjustments are required to allocate the purchase price
and acquisition cost to the assets acquired from Galt Technologies, Inc. based
on their fair value, as determined by Intuit and to reflect the write-off of
purchased research and development identified in the purchase price allocation.
(a) Reflects the allocation of the purchase price, based on fair market
values, to the historical balance sheet.
(b) Reflects the write-off of purchased research and development identified in
the purchase price allocation. The pro forma statements of operations
exclude the write-off of purchased research and development due to its
non-recurring nature.
(c) Reflects the elimination of Galt Technologies, Inc.'s equity accounts.
(d) Reflects an increase in common stock for the shares issued in connection
with the purchase price of Galt Technologies, Inc. for the net assets
acquired.
(e) Reflects the amortization of intangibles associated with the purchase of
Galt Technologies, Inc. as if the merger was completed as of August 1,
1995, the beginning of the earliest period presented. Amortization is
over the estimated useful lives of the assets acquired (generally three
years).
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(C) EXHIBITS
2.01 Agreement and Plan of Reorganization dated as of October 24, 1995 by
and between the Company and GALT, as amended by Stipulation and
Amendment No. 1 dated November 3, 1995 and Amendment No. 2 dated
January 7, 1996 (filed as Exhibit 2.02 to the Company's Form 10-K
for the fiscal year ended July 31, 1996 (file no. 0-21180) (the
"1996 Form 10-K) and incorporated by reference)
2.02 Agreement of Merger dated as of September 3, 1996 by and between
the Company, Intuit Merger Sub, Inc. and GALT (filed as Exhibit
2.02 to the 1996 Form 10-K and incorporated by reference)
23.01 Consent of Ernst & Young LLP, Independent Auditors
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTUIT INC.
Date: November 15 , 1996 /s/ James J. Heeger
-------------------- -------------------------------------------------
James J. Heeger
Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Document
2.01 Agreement and Plan of Reorganization dated as of October 24, 1995 by
and between the Company and GALT, as amended by Stipulation and
Amendment No. 1 dated November 3, 1995 and Amendment No. 2 dated
January 7, 1996 (filed as Exhibit 2.02 to the Company's Form 10-K
for the fiscal year ended July 31, 1996 (file no. 0-21180) (the
"1996 Form 10-K) and incorporated by reference)
2.02 Agreement of Merger dated as of September 3, 1996 by and between
the Company, Intuit Merger Sub, Inc. and GALT (filed as Exhibit
2.02 to the 1996 Form 10-K and incorporated by reference)
23.01 Consent of Ernst & Young LLP, Independent Auditors