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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
AUGUST 7, 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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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
Disposition of Parsons Technology, Inc.
Pursuant to a Stock Purchase Agreement dated August 6, 1997 (the "Sale
Agreement") among Intuit Inc., a Delaware corporation ("Intuit"), Broderbund
Software, Inc., a Delaware corporation ("Broderbund") and Parsons Technology,
Inc., a California corporation and a wholly-owned subsidiary of Intuit
("Parsons"), on August 7, 1997 (the "Closing"), Intuit sold all of the
outstanding stock of Parsons (the "Parsons Shares") to Broderbund for a purchase
price of $31,000,000 in cash (the "Purchase Price"). The Purchase Price was
determined as a result of arms'-length negotiations between the parties, and
took into account the fact that certain assets of Parsons described below were
to be transferred to Intuit prior to consummation of the sale of the Parsons
Shares. Of the $31,000,000 Purchase Price, the sum of $4,650,000, plus interest
accrued thereon (the "Escrow Amount") is being held in an escrow account with a
third-party escrow agent for a period of 18 months after the Closing (the
"Escrow Period") to secure certain indemnity obligations of Intuit under the
Sale Agreement that are described more fully below.
Parsons develops and markets a broad range of various consumer software
products, primarily through direct mail and telemarketing sales channels.
Parsons was acquired by Intuit in September 1994 in a merger transaction and was
a wholly owned subsidiary of Intuit from that time until the Closing. Broderbund
is a publicly-held company that has developed and marketed several successful
consumer software products, including the Carmen San Diego product series and
consumer productivity products. Scott D. Cook, Intuit's founder and Chairman,
serves as a member of the Board of Directors of Broderbund.
Intuit intends to treat the sale of the Parsons Shares for income tax
purposes as a constructive sale of Parsons' assets pursuant to a tax-free plan
of complete liquidation of Parsons. Pursuant to this plan of liquidation and a
Distribution, Assumption and Assignment Agreement between Intuit and Parsons
dated as of August 7, 1997 (the "Transfer Agreement"), prior to the Closing,
Parsons transferred certain of its assets to Intuit, including Parsons' Personal
Tax Edge series of income tax preparation software products, other tax-related
software products and electronic tax filing services of Parsons, the technology
and intellectual property rights associated with such products and services,
remaining inventories of such products, certain contracts, and certain
obligations and liabilities of Parsons related to such products and services.
Under the Sale Agreement Intuit agreed to defend and indemnify
Broderbund and Parsons against losses arising from breaches of representations,
warranties and certain covenants of Intuit under the Sale Agreement and the
Transfer Agreement and against losses relating to specific liabilities assumed
by Intuit under the Sale Agreement (the "Assumed Liabilities"). The Assumed
Liabilities include, among other things: (i) an obligation to reimburse
Broderbund for up to 50% of the rent due for the lease of a Parsons office
facility for the remainder of its current lease term (subject to certain
reductions); (ii) potential liabilities arising from certain past and potential
reductions in Parsons' workforce; (iii) amounts potentially payable by Parsons
to repay loans and other funds under agreements with certain local governmental
authorities; (iv) the payment of a retention bonus to Parsons' President; (v)
certain potential liabilities to third parties; (vi) legal fees incurred by
Parsons in connection with the Sale Agreement; (vii) payments necessary to fund
or terminate certain benefits made available to Parsons' founders; and (viii)
obligations assumed by Intuit under the Transfer Agreement. The Assumed
Liabilities also include a share of specified operating expenses of Parsons
accrued through July 31, 1997, which will be determined following the Closing,
at which time Intuit will pay Parsons the amount of such accrued expenses less
any cash remaining in Parsons' accounts as of the Closing. The Assumed
Liabilities also include the
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obligation to make a cash payment to a Parsons employee in exchange for the
termination of certain royalty rights and the transfer of ownership rights held
by the employee relating to Parsons' QuickVerse product series. This cash
payment was made in full by Intuit at the Closing.
Intuit's obligation to provide indemnification with respect to breaches
of most of its representations, warranties and covenants under the Sale
Agreement will expire at the end of the 18-month Escrow Period, but Intuit's
indemnity obligations for several other representations, warranties and
covenants will survive until expiration of the legal statute of limitations
applicable to the underlying indemnity claim. Intuit's obligation to indemnify
Broderbund from Assumed Liabilities survives indefinitely. There is no
contractual limitation on the amount of Intuit's indemnity obligations under the
Sale Agreement. Any disputed indemnity claims are to be resolved by binding
arbitration. Upon expiration of the Escrow Period, the Escrow Amount (less any
portion thereof that has (i) been paid out to satisfy an indemnity claim of
Broderbund or (ii) withheld by the escrow agent for potential payment upon
resolution of any then-pending indemnity claim) will be disbursed to Intuit.
The provisions of the Sale Agreement and the Transfer Agreement
described in this report are qualified in their entirety by reference to the
actual text of such agreements, which are included as exhibits to this report.
Other Relationships.
Pursuant to the Sale Agreement, and concurrently with the Closing,
Parsons and Broderbund entered into two Trademark License Agreements under which
Intuit licensed Parsons, on a nonexclusive, royalty-free basis, to use certain
Intuit trademarks in connection with Parsons' sale and marketing of designated
Parsons products and/or inventory for limited time periods. Intuit and Parsons
also entered into a Distribution Agreement under which Parsons authorized Intuit
to distribute Parsons "Quicken Family Lawyer" product in connection with certain
Intuit products for a limited time period. Intuit, Broderbund and Parsons
additionally entered into a second Distribution Agreement pursuant to which
Intuit authorized Parsons to distribute certain personal finance, small business
accounting and personal tax preparation products of Intuit in certain
territories for a limited time period. Further, Intuit, Parsons and Broderbund
have entered into a Customer Information Cross-License Agreement pursuant to
which the parties cross-licensed each other on a royalty-free, nonexclusive
basis to use certain of their proprietary customer information (including
certain information jointly owned by Intuit and Broderbund) on certain
conditions in connection with their respective marketing efforts for designated
products. Intuit, Parsons and Broderbund also entered into a Business Transition
Agreement that is intended to facilitate an orderly transition of various
business matters relating to Parsons' tax product business.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
The pro forma financial information set forth below includes an
Unaudited Pro Forma Condensed Balance Sheet at April 30, 1997 and Unaudited Pro
Forma Condensed Statements of Operations for the twelve months ended July 31,
1996 and for the nine months ended April 30, 1997. The Unaudited Pro Forma
Condensed Balance Sheet at April 30, 1997 gives effect to the disposition of
Parsons Technology, Inc. as if it had taken place on April 30, 1997. The
Unaudited Pro Forma Condensed Statement of Operations for the twelve months
ended July 31, 1996 gives effect to the disposition as if it had taken place on
August 1, 1995, and the Unaudited Pro Forma Condensed Statement of Operations
for the nine months ended April 30, 1997 gives effect to the disposition as if
it had taken place on August 1, 1996. The Unaudited Pro Forma Condensed
Statements of Operations do not purport to represent what the Company's results
of operations would actually have been if the disposition had in fact occurred
on August 1, 1996 or August 1, 1995 (as applicable), and do not purport to
project the results of operations of the Company for the current year or for any
future period. The adjustments in the pro forma 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 Notes to Unaudited Pro Forma Condensed Balance Sheet and Statements of
Operations included in this report, and the Consolidated Financial Statements,
the Notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included in the Company's Form 10-K for the
year ended July 31, 1996, and subsequent 10-Qs.
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INTUIT INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
HISTORICAL PRO FORMA
INTUIT PRO FORMA FOR SALE
4/30/97 ADJUSTMENTS OF PARSONS
--------- --------- ---------
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 116,649 $ (3,698)(a)
31,000 (d) $ 143,951
Short-term investments 209,185 -- 209,185
Marketable securities 147,075 -- 147,075
Accounts receivable, net 67,848 (2,998)(a) 64,850
Inventories 2,756 (1,404)(a) 1,352
Prepaid expenses 9,762 (1,014)(a) 8,748
Deferred income taxes 22,335 -- 22,335
--------- --------- ---------
Total current assets 575,610 21,886 597,496
Property and equipment, net 78,434 (14,118)(a) 64,316
Purchased intangibles 22,213 (1,964)(a) 20,249
Goodwill 29,141 (1,273)(a) 27,868
Long-term deferred income tax asset 6,892 -- 6,892
Other assets 5,608 (443)(a) 5,165
--------- --------- ---------
Total assets $ 717,898 $ 4,088 $ 721,986
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 33,397 $ (3,114)(a) $ 30,283
Accrued compensation and related liabilities . 22,048 (1,534)(a) 20,514
Deferred revenue 24,456 (602)(a) 23,854
Income taxes payable 22,448 1,058 (d) 23,506
Deferred income taxes 44,990 -- 44,990
Other accrued liabilities 117,885 (206)(a) 117,679
Transaction related liabilities -- 6,900 (c) 6,900
--------- --------- ---------
Total current liabilities 265,224 2,502 267,726
Deferred income taxes 5,071 -- 5,071
Long-term notes payable 34,433 -- 34,433
Stockholders' equity:
Preferred stock -- -- --
Common stock 466 -- 466
Additional paid-in capital 552,085 552,085
Net unrealized loss on marketable securities . (5,936) -- (5,936)
Cumulative translation adjustment and other (853) -- (853)
Accumulated deficit (132,592) 1,586 (d) (131,006)
--------- --------- ---------
Total stockholders' equity 413,170 1,586 414,756
--------- --------- ---------
Total liabilities and stockholders' equity $ 717,898 $ 4,088 $ 721,986
========= ========= =========
See accompanying notes.
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INTUIT INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
HISTORICAL
INTUIT
FOR THE NINE- PRO FORMA
MONTH PERIOD PRO FORMA FOR SALE
ENDED 4/30/97 ADJUSTMENTS OF PARSONS
------------- ----------- ----------
(In thousands, except per share amounts)
Net revenue .......................................... $504,810 $(58,560)(b) $446,250
Costs and expenses:
Cost of goods sold:
Product ......................................... 114,583 (14,351)(b) 100,232
Amortization of purchased software .............. 680 -- 680
Customer service and technical support ............. 95,111 (5,482)(b) 89,629
Selling and marketing .............................. 130,832 (26,659)(b) 104,173
Research and development ........................... 67,784 (6,501)(b) 61,283
General and administrative ......................... 31,361 (1,967)(b) 29,394
Charge for purchased research and development ...... 11,009 -- 11,009
Amortization of goodwill and purchased intangibles.. 20,778 (4,083)(b) 16,695
-------- -------- --------
Total costs and expenses ................... 472,138 (59,043) 413,095
-------- -------- --------
Income from operations ..................... 32,672 483 33,155
Interest and other income and expense, net ........... 6,612 (67)(b) 6,545
-------- -------- --------
Income from continuing operations before income
taxes .............................................. 39,284 416 39,700
Income tax provision ................................. 22,400 -- 22,400
-------- -------- --------
Income from continuing operations .................... 16,884 416 17,300
Gain on sale of discontinued operations, net of
income tax provision of $52,617 ...................... 71,240 -- 71,240
-------- -------- --------
Net income .......................................... $ 88,124 $ 416 $ 88,540
======== ======== ========
Income per share from continuing operations........... $ 0.36 $ 0.01 $ 0.37
Income per share from sale of discontinued
operations ......................................... 1.50 -- 1.50
-------- -------- --------
Net income per share................................. $ 1.86 $ 0.01 $ 1.87
======== ======== ========
Shares used in computing net income per share ........ 47,407 47,407 47,407
======== ======== ========
See accompanying notes.
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INTUIT INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
HISTORICAL
INTUIT PRO FORMA
FOR THE YEAR PRO FORMA FOR SALE
ENDED 7/31/96 ADJUSTMENTS OF PARSONS
------------- ----------- ----------
(In thousands, except per share amounts)
Net revenue ........................................ $ 538,608 $ (76,140)(b) $ 462,468
Costs and expenses:
Cost of goods sold:
Product ....................................... 136,470 (18,709)(b) 117,761
Amortization of purchased software ............ 1,399 -- 1,399
Customer service and technical support ........... 106,872 (6,923)(b) 99,949
Selling and marketing ............................ 142,319 (34,831)(b) 107,488
Research and development ......................... 75,558 (8,359)(b) 67,199
General and administrative ....................... 33,153 (5,608)(b) 27,545
Charge for purchased research and development .... 8,043 -- 8,043
Amortization of goodwill and purchased intangibles 40,570 (6,298)(b) 34,272
--------- --------- ---------
Total costs and expenses ................. 544,384 (80,728) 463,656
--------- --------- ---------
Loss from operations ..................... (5,776) 4,588 (1,188)
Interest and other income and expense, net ......... 7,646 (95)(b) 7,551
--------- --------- ---------
Income from continuing operations before income
taxes ............................................ 1,870 4,493 6,363
Income tax provision ............................... 16,225 -- 16,225
--------- --------- ---------
Loss from continuing operations .................... (14,355) 4,493 (9,862)
Loss from operations of discontinued operations,
net of income tax benefit of $3,725 .............. (6,344) -- (6,344)
--------- --------- ---------
Net loss ........................................... $ (20,699) $ 4,493 $ (16,206)
========= ========= =========
Loss per share from continuing operations........... $ (0.32) $ 0.10 $ (0.22)
Loss per share from operations of discontinued
operations........................................ (0.14) -- (0.14)
--------- --------- ---------
Net loss per share ................................. $ (0.46) $ 0.10 $ (0.36)
========= ========= =========
Shares used in computing net loss per share ........ 45,149 45,149 45,149
========= ========= =========
See accompanying notes.
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INTUIT INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
BALANCE SHEET AND STATEMENTS OF OPERATIONS
The following pro forma adjustments are required to present the financial
position of Intuit at April 30, 1997 (reflected in the Unaudited Pro Forma
Condensed Balance Sheet), as though the sale of Parsons occurred on April 30,
1997, and the results of operations of Intuit for the twelve and nine month
periods ended July 31, 1996 and April 30, 1997, respectively (reflected in the
Unaudited Pro Forma Condensed Statements of Operations), as though the sale of
Parsons occurred on August 1, 1995 and August 1, 1996, respectively. The
following adjustments are based on available information and on certain
assumptions which management believes are reasonable.
(a) Reflects the disposition of the net assets of Parsons that were
sold.
(b) Reflects the portion of net revenue and expenses of Parsons that
were sold. Excluded is an estimate of revenue and expenses related
to the Parsons tax business which is being retained by the
Company.
(c) Reflects the Company's preliminary estimate of disposition costs,
including direct expenses of the sale.
(d) Reflects the receipt of $31 million received by the Company as a
result of the sale and the estimated gain on sale, net of tax.
The unaudited pro forma condensed statements of operations for Intuit do not
include the effect of the estimated gain arising from this disposition as it is
a material non-recurring event. This gain/loss will be calculated and included
in the actual consolidated statement of income of Intuit in its fiscal quarter
ending October 31, 1997.
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(c) Exhibits.
The following exhibits are filed herewith:
2.01 Stock Purchase Agreement dated as of August 6, 1997 by and among
Intuit Inc., Broderbund Software, Inc. and Parsons Technology,
Inc. (1)
2.02 Distribution, Assumption and Assignment Agreement dated as
of August 7, 1997 between Intuit Inc. and Parsons Technology,
Inc.(1)
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(1) Certain exhibits to, and schedules delivered in connection with,
these agreements have been omitted from this filing pursuant to Item
601(b)(2) of Regulation S-K. Intuit agrees to supplementally furnish to
the Commission, upon request, a copy of any such exhibit or schedule.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Intuit Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTUIT INC.
Date: August 22, 1997 By: /S/ GREG J. SANTORA
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Greg J. Santora
Vice President and Chief Financial Officer
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INTUIT INC.
FORM 8-K - FILED AUGUST 22, 1997
EXHIBIT INDEX
Exhibit Number Description
2.01 Stock Purchase Agreement dated as of August 6, 1997 by and
among Intuit Inc., Broderbund Software, Inc. and Parsons
Technology, Inc. (1)
2.02 Distribution, Assumption and Assignment Agreement dated as
of August 7, 1997 between Intuit Inc. and Parsons
Technology, Inc. (1)
- -------------------
(1) Certain exhibits to, and schedules delivered in connection with,
these agreements have been omitted from this filing pursuant to
Item 601(b)(2) of Regulation S-K. Intuit agrees to supplementally
furnish to the Commission, upon request, a copy of any such
exhibit or schedule.