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): November 29, 2006
INTUIT INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
000-21180
|
|
77-0034661 |
|
|
|
|
|
|
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.) |
2700 Coast Avenue
Mountain View, CA 94043
(Address of Principal Executive Offices)
(Zip Code)
(Registrant’s telephone number, including area code): (650) 944-6000
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:
| |
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| |
þ |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| |
o |
|
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 November 29, 2006, Intuit Inc., a Delaware corporation (“Intuit”), entered into a
definitive merger agreement (the “Merger Agreement”) to acquire Digital Insight Corporation
(“Digital Insight”) in a merger transaction pursuant to which Digital Insight will become a
wholly-owned subsidiary of Intuit (the “Merger”). Pursuant to the terms of the Merger Agreement
and subject to the conditions thereof, Intuit will acquire all of the outstanding shares of Digital
Insight Corporation Common Stock for a cash amount of $39.00 per share, for a total purchase price
of approximately $1.35 billion on a fully diluted basis. Intuit will assume Digital
Insight’s stock options which are outstanding immediately prior to the effective time of the Merger
(other than options held by non-employee directors of Digital Insight). Each assumed Digital
Insight stock option will be converted into an option to purchase a number of shares of Intuit
common stock equal to $39.00 divided by the average closing sales price for a
share of Intuit Common Stock as quoted on the Nasdaq Stock Market for the ten consecutive trading
days ending with the third trading day that precedes the closing date of the Merger. Each unvested
Digital Insight stock option held by non-employee directors of Digital Insight will be accelerated
and all outstanding options held by non-employee directors will receive a cash payment equal to the
difference of $39.00 per share multiplied by the number of Digital Insight shares subject to the
option, less the aggregate exercise price of the option. Payment for unvested shares of restricted
stock will be made in cash on the date that such shares would have become vested in accordance with
the holders’ restricted stock vesting schedules. This transaction will be taxable to Digital
Insight stockholders.
Each of Digital Insight’s disinterested directors and certain of its executive officers have
agreed, in their capacity as stockholders of Digital Insight, to vote their shares in favor of the
Merger and against any proposal made in opposition to or in competition with the Merger.
The consummation of the Merger is subject to regulatory review, Digital Insight stockholder
approval and other customary closing conditions. Dates for closing the Merger and for Digital
Insight’s stockholders’ meeting to vote on the Merger have not yet been determined.
Intuit expects to file a copy of the Merger Agreement as an exhibit to its Form 10-Q for the
quarter ending January 31, 2007. We encourage you to read the Merger Agreement for a more complete
understanding of the transaction. The foregoing description of the Merger Agreement is qualified
in its entirety by reference to the full text of the Merger Agreement.
ITEM 7.01 REGULATION FD DISCLOSURE.
On
November 30, 2006, Intuit issued a joint press release with Digital Insight announcing
the transaction described in Item 1.01 above. A copy of the press release is attached as Exhibit
99.01 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| |
|
|
| Exhibit Number |
|
Description |
|
|
|
99.01
|
|
Press release issued jointly by Digital Insight Corporation
and Intuit Inc. on November 30, 2006. |