As filed with the Securities and Exchange Commission on December 17, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Citrix Systems, Inc.
(Exact Name of Registrant as specified in its charter)
| Delaware | 75-2275152 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2000 Stock Incentive Plan of Net6, Inc.
Amended and Restated 2003 Stock Incentive Plan of Net6, Inc.
(Full title of the plan)
Mark B. Templeton
President and Chief Executive Officer
Citrix Systems, Inc.
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(Name and Address of Agent for Service of Process)
(954) 267-3000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Steven C. Browne, Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110
Tel: (617) 248-7000
Fax: (617) 248-7100
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
Amount
to be Registered(2) |
Proposed
Maximum Offering Price Per Share |
Proposed
Maximum Aggregate Offering Price |
Amount of
Registration Fee(4) |
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Amended and Restated 2000 Stock Incentive Plan of Net6, Inc. (a subsidiary of the Registrant) (1) |
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Common Stock (par value $.001 per share) |
7,861 | $ | 2.6810 | $21,075(3) | $3.00 | ||||
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Amended and Restated 2003 Stock Incentive Plan of Net6, Inc. (a subsidiary of the Registrant) (1) |
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Common Stock (par value $.001 per share) |
20,932 | $ | 2.6810 | $56,119(3) | $7.00 | ||||
| 22,753 | $ | 5.3619 | $121,999(3) | $15.00 | |||||
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Total |
51,546 | $199,193 | $25.00 | ||||||
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(1) |
Pursuant to an Agreement and Plan of Merger by and among Citrix Systems, Inc. (the “Registrant”), Hal Acquisition Corporation, and Net6, Inc. (“Net6”) and Tim Guleri as the stockholder representative, dated as of November 21, 2004, the Registrant assumed, effective as of December 8, 2004, all of the outstanding unvested stock options under Net6’s Amended and Restated 2000 Stock Incentive Plan and Net6’s Amended and Restated 2003 Stock Incentive Plan (collectively, the “Net6 Plans”). Effective December 8, 2004, all of the stock options (issued or available for issuance) under the Net6 Plans are stock options to purchase shares of the Registrant’s Common Stock (in the aggregate, a total of 51,546 shares). |
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(2) |
In addition, pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction. |
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(3) |
Such shares are issuable upon exercise of outstanding options with fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised. The offering price per share set forth for such shares is the exercise price per share at which such options are exercisable. |
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(4) |
Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended. |
This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8, SEC File No. 333-61520, of the Registrant is effective. Pursuant to General Instruction E, the Registrant incorporates by reference in the Registration Statement the information contained in the Registrant’s Registration Statement on Form S-8 (SEC File No. 333-61520).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. |
Incorporation of Documents by Reference. |
The following documents filed by Citrix Systems, Inc. (the “Registrant” or the “Company”) with the Commission pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference in this Registration Statement:
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(a) |
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Commission on March 12, 2004 pursuant to the Exchange Act, which contains audited financial statements for the fiscal year ended December 31, 2003; |
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(b) |
The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004, filed with the Commission on May 7, 2004 pursuant to the Exchange Act, which contains unaudited financial statements for the quarter ended March 31, 2004; |
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(c) |
The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, filed with the Commission on August 8, 2004 pursuant to the Exchange Act, which contains unaudited financial statements for the quarter ended June 30, 2004; |
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(d) |
The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, filed with the Commission on November 11, 2004 pursuant to the Exchange Act, which contains unaudited financial statements for the quarter ended September 30, 2004; |
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(e) |
The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Registration Statement on Form 8-A, filed pursuant to Section 12(g) of the Exchange on October 24, 1995; and |
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(f) |
All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s report referred to in (a) above. |
All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
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| Item 8. | Exhibits. |
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Exhibit No.
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Description of Exhibit |
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| 4.1 | Specimen certificate representing the Registrant’s Common Stock (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-98542), as amended, and incorporated herein by reference) | |
| 5.1 | Opinion of Testa, Hurwitz & Thibeault, LLP | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney (included as part of the signature page to this Registration Statement) | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, in the State of Florida, on this 17th day of December, 2004.
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CITRIX SYSTEMS, INC. |
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By: |
/s/ M ARK B. T EMPLETON | |
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Mark B. Templeton President and Chief Executive Officer |
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Citrix Systems, Inc., hereby severally constitute and appoint Mark B. Templeton and David J. Henshall, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all pre-effective and post-effective amendments to this Registration Statement and any related subsequent registration statement pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and generally to do all things in our names and on our behalf in such capacities to enable Citrix Systems, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below:
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SIGNATURE |
TITLE |
DATE |
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/s/ M ARK B. T EMPLETON Mark B. Templeton |
President, Chief Executive Officer and Director (Principal Executive Officer) |
December 17, 2004 | ||
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/s/ D AVID J. H ENSHALL David J. Henshall |
Chief Financial Officer and Vice President (Principal Financial and Accounting Officer) |
December 17, 2004 | ||
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/s/ S TEPHEN M. D OW Stephen M. Dow |
Chairman of the Board of Directors |
December 17, 2004 | ||
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/s/ T HOMAS F. B OGAN Thomas F. Bogan |
Director |
December 17, 2004 | ||
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/s/ K EVIN R. C OMPTON Kevin R. Compton |
Director |
December 17, 2004 | ||
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/s/ G ARY E. M ORIN Gary E. Morin |
Director |
December 17, 2004 | ||
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/s/ T YRONE F. P IKE Tyrone F. Pike |
Director |
December 17, 2004 | ||
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/s/ J OHN W. W HITE John W. White |
Director |
December 17, 2004 | ||
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INDEX TO EXHIBITS
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Exhibit No.
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Description of Exhibit |
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| 4.1 | Specimen certificate representing the Registrant’s Common Stock (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-98542), as amended, and incorporated herein by reference) | |
| 5.1 | Opinion of Testa, Hurwitz & Thibeault, LLP | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney (included as part of the signature page of this Registration Statement) | |
Exhibit 5.1
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
December 14, 2004
Citrix Systems, Inc.
851 West Cypress Creek Road
Fort Lauderdale, FL 33309
|
Re: |
Registration Statement on Form S-8 relating to the Amended and Restated 2000 Stock Incentive Plan of Net6, Inc. and Amended and Restated 2003 Stock Incentive Plan of Net6, Inc. |
Ladies and Gentlemen:
We are acting as counsel for Citrix Systems, Inc., a Delaware corporation (the “Company”), in connection with the registration on a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of (i) 7,861 shares of common stock par value $0.001 per share of the Company (the “Common Stock”) under the Amended and Restated 2000 Stock Incentive Plan of Net6, Inc. (the “2000 Plan”), and (ii) 43,685 shares of Common Stock par value $0.001 per share of the Company under the Amended and Restated 2003 Stock Incentive Plan of Net6, Inc. (the “2003 Plan”) (collectively the “Stock Plans”).
In rendering our opinion, we have examined, and are familiar with, and have relied as to factual matters solely upon, originals or certified copies, or otherwise identified to our satisfaction, of such documents, corporate records or other instruments as we have deemed necessary or appropriate for the purposes of the opinion set forth herein, including, without limitation, (a) the Stock Plans, (b) the Company’s Amended and Restated Certificate of Incorporation currently in effect, (c) the Company’s Amended and Restated By-Laws, (d) a specimen of the form of stock certificate evidencing the shares of Common Stock of the Company and (e) the minute books and stock records of the Company.
Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock of the Company issued or proposed to be issued pursuant to the terms of the Stock Plans, when issued and paid for in accordance with the terms of the Stock Plans and the terms of any agreement relating to such issuance, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Amended and Restated 2000 Stock Incentive Plan of Net6, Inc. and the Amended and Restated 2003 Stock Incentive Plan of Net6, Inc. of our report dated January 14, 2004 (except for the first and second paragraphs of Note 17, as to which the dates are February 19, 2004 and February 27, 2004, respectively), with respect to the consolidated financial statements and schedule of Citrix Systems, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Certified Public Accountants
West Palm Beach, Florida
December 13, 2004