AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1996
REGISTRATION NO. 333-4515
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CITRIX SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7372 75-2275152
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction Classification Code Number) Identification Number)
of incorporation or
organization)
210 UNIVERSITY DRIVE, SUITE 700, CORAL SPRINGS, FL 33071
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
ROGER W. ROBERTS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CITRIX SYSTEMS, INC.
210 UNIVERSITY DRIVE, SUITE 700
CORAL SPRINGS, FL 33071
(954) 755-0559
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
GEORGE W. THIBEAULT, ESQ. JOHN A. BURGESS, ESQ.
JONATHAN M. MOULTON, ESQ. PHILIP P. ROSSETTI, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP HALE AND DORR
HIGH STREET TOWER, 125 HIGH STREET 60 STATE STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02109
(617) 248-7000 (617) 526-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 1 to the Form S-1 Registration Statement is a Part II
filing solely to file certain exhibits and make other technical changes.
Accordingly, a preliminary prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses (other than underwriting discounts and commissions)
payable in connection with the sale of the Common Stock offered hereby are as
follows:
Registration fee................................................ $ 36,859
NASD filing fee................................................. 17,500
Nasdaq National Market listing fee.............................. 11,190
Printing and engraving expenses................................. 120,000
Legal fees and expenses......................................... 150,000
Accounting fees and expenses.................................... 40,000
Blue Sky fees and expenses (including legal fees)............... 12,000
Transfer agent and registrar fees and expenses.................. 2,500
Directors and Officers liability insurance...................... 17,500
Miscellaneous................................................... 92,451
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Total....................................................... $500,000
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The Company will bear all expenses shown above.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law and the Registrant's Restated
Certificate of Incorporation and Restated By-Laws provide for indemnification
of the Registrant's directors and officers for liabilities and expenses that
they may incur in such capacities. In general, directors and officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Registrant,
and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Reference is made
to the Registrant's Form of Amended and Restated Certificate of Incorporation
and Form of Amended and Restated By-Laws filed as Exhibits 3.2 and 3.4,
respectively, to the Company's Registration Statement on Form S-1 (No. 33-
98542).
The Company has entered into standard indemnification agreements with its
officers and directors pursuant to which the Company has agreed to indemnify
them with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company.
The Underwriting Agreement provides that the Underwriters are obligated,
under certain circumstances, to indemnify directors, officers and controlling
persons of the Company against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Act"). Reference is made to
the form of Underwriting Agreement filed as Exhibit 1.1 hereto.
The Company has obtained directors and officers liability insurance for the
benefit of its directors and certain of its officers.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In the three years preceding the filing of this registration statement, the
Company has issued the following securities that were not registered under the
Securities Act:
(a) Issuances of Capital Stock.
On November 2, 1992 and January 25, 1993, the Company issued warrants to
purchase an aggregate of 77,894 shares of Series C Convertible Preferred Stock
to certain existing stockholders at an exercise price per share of $1.45.
II-1
On February 26, 1993, the Company sold an aggregate of 1,101,230 shares of
Series D Redeemable Convertible Preferred Stock to certain new and existing
stockholders for an aggregate purchase price of $2,037,276.
On April 16, 1993, the Company sold an aggregate of 270,270 shares of Series
D Redeemable Convertible Preferred Stock to certain new investors for an
aggregate purchase price of $499,999.50.
On June 11, 1993, the Company sold an aggregate of 540,540 shares of Series
D Redeemable Convertible Preferred Stock to a new stockholder for an aggregate
purchase price of $999,999.00.
On February 28, 1994, the Company sold an aggregate of 682,128 shares of
Series D Preferred Stock to certain new and existing stockholders for an
aggregate purchase price of $1,261,937.
(b) Certain Grants and Exercises of Stock Options.
Since June 1, 1993 the Company has issued options under its 1989 Stock Plan,
1995 Stock Plan and the Director Option Plan to purchase an aggregate of
2,393,968 shares of Common Stock, exercisable at a weighted average price of
$2.07.
Since June 1, 1993, the Company has issued 1,565,512 shares of Common Stock
upon the exercise of stock options.
No underwriters were involved in the foregoing sales of securities. Such
sales were made in reliance upon an exemption from the registration provisions
of the Securities Act set forth in Section 4(2) thereof relative to sales by
an issuer not involving any public offering or the rules and regulations
thereunder, or, in the case of options to purchase Common Stock, Rule 701 of
the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
EXHIBIT NO. DESCRIPTION
----------- -----------
*1.1 --Form of Underwriting Agreement.
3.1 --Form of Amended and Restated Certificate of Incorporation
(Incorporated by reference to Exhibit 3.2 of Registration
Statement No. 33-98542).
3.2 --Certificate of Amendment of Amended and Restated Certificate of
Incorporation.
3.3 --By-Laws of the Company (Incorporated by reference to Exhibit 3.3
of Registration Statement No. 33-98542).
3.4 --Form of Amended and Restated By-Laws of the Company
(Incorporated by reference to Exhibit 3.4 of Registration
Statement No. 33-98542).
4.1 --Specimen certificate representing the Common Stock (Incorporated
by reference to Exhibit 4.1 of Registration Statement No. 33-
98542).
*5.1 --Opinion of Testa, Hurwitz & Thibeault, LLP.
10.1 --1989 Stock Option Plan (Incorporated by reference to Exhibit
10.1 of Registration Statement No. 33-98542).
10.2 --1995 Stock Plan (Incorporated by reference to Exhibit 10.2 of
Registration Statement
No. 33-98542).
10.3 --1995 Non-Employee Director Stock Option Plan (Incorporated by
reference to Exhibit 10.3 of Registration Statement No. 33-
98542).
10.4 --1995 Employee Stock Purchase Plan, as amended (Incorporated by
reference to Exhibit 10.4 of Registration Statement No. 33-
98542).
II-2
EXHIBIT NO. DESCRIPTION
----------- -----------
10.5 --OEM Software License Agreement between the Company and Digital
Communications Associates, Inc., dated as of October 5, 1993
(Incorporated by reference to Exhibit 10.5 of Registration
Statement No. 33-98542).
10.6 --Memorandum of Agreement between the Company and Digital
Communications Associates, Inc., dated October 5, 1993
(Incorporated by reference to Exhibit 10.6 of Registration
Statement No. 33-98542).
10.7 --First Addendum to OEM Software License Agreement between the
Company and Digital Communications Associates, Inc., dated May
25, 1994 (Incorporated by reference to Exhibit 10.7 of
Registration Statement No. 33-98542).
10.8 --Amendment No. 1 to OEM Software License Agreement between the
Company and Digital Communications Associates, Inc., dated March
23, 1995 (Incorporated by reference to Exhibit 10.8 of
Registration Statement No. 33-98542).
10.9 --Client/Server Software License Agreement between the Company and
Insignia Solutions Inc., dated August 4, 1995 (Incorporated by
reference to Exhibit 10.9 of Registration Statement No. 33-
98542).
10.10 --Microsoft Corporation Source Code Agreement between the Company
and Microsoft Corporation dated November 15, 1989 (Incorporated
by reference to Exhibit 10.10 of Registration Statement No. 33-
98542).
10.11 --Amendment No. 1 to the Source Code Agreement between Microsoft
and the Company dated October 1, 1992 (Incorporated by reference
to Exhibit 10.11 of Registration Statement No. 33-98542).
10.12 --License Agreement for Microsoft OS/2 Version Releases 1.x, 2.x
between the Company and Microsoft Corporation dated August 15,
1990 (Incorporated by reference to Exhibit 10.12 of Registration
Statement No. 33-98542).
10.13 --Amendment No. 1 to the License Agreement between the Company and
Microsoft Corporation dated August 15, 1990, Contract No. 5198-
0228 dated May 6, 1991 (Incorporated by reference to Exhibit
10.13 of Registration Statement No. 33-98542).
10.14 --Amendment No. 2 to License Agreement between Microsoft
Corporation and the Company for Microsoft OS/2 Version Releases
1.X, 2.X, dated October 1, 1992 (Incorporated by reference to
Exhibit 10.14 of Registration Statement No. 33-98542).
10.15 --Amendment No. 3 to the License Agreement between the Company and
Microsoft Corporation dated August 15, 1990, Contract No. 5198-
0228 dated January 1, 1994 (Incorporated by reference to Exhibit
10.15 of Registration Statement No. 33-98542).
10.16 --Amendment No. 4 to the License Agreement between the Company and
Microsoft Corporation dated August 15, 1990, dated January 31,
1995 (Incorporated by reference to Exhibit 10.16 of Registration
Statement No. 33-98542).
10.17 --Strategic Alliance Agreement between the Company and Microsoft
Corporation dated December 12, 1991 (Incorporated by reference to
Exhibit 10.17 of Registration Statement No. 33-98542).
10.18 --Software Development and License Agreement between the Company
and Novell, Inc., dated June 15, 1992 (Incorporated by reference
to Exhibit 10.18 of Registration Statement No. 33-98542).
10.19 --Software Development and License Agreement between the Company
and Novell, Inc., dated July 1, 1993 (Incorporated by reference
to Exhibit 10.19 of Registration Statement No. 33-98542).
10.20 --First Amendment to the Software Development and License
Agreement between Novell, Inc., and the Company, dated March 7,
1995 (Incorporated by reference to Exhibit 10.20 of Registration
Statement No. 33-98542).
10.21 --NetWare Client License Agreement between the Company and Novell,
Inc., dated June 14, 1995 (Incorporated by reference to Exhibit
10.21 of Registration Statement No. 33-98542).
II-3
EXHIBIT NO. DESCRIPTION
----------- -----------
10.22 --Software License Agreement between the Company and Tektronix,
Inc., dated September 23, 1994 (Incorporated by reference to
Exhibit 10.22 of Registration Statement No. 33-98542).
10.23 --Client Software License Agreement between the Company and Wyse
Technology dated June 15, 1995 (Incorporated by reference to
Exhibit 10.23 of Registration Statement No. 33-98542).
10.24 --Client/Server Software License Agreement between the Company and
Zenith Data Systems Corporation dated June 21, 1995 (Incorporated
by reference to Exhibit 10.24 of Registration Statement No. 33-
98542).
10.25 --Series D Preferred Stock Purchase Agreement between the Company
and the parties thereto, dated February 26, 1993 (Incorporated by
reference to Exhibit 10.25 of Registration Statement No. 33-
98542).
10.26 --Form of Indemnification Agreement (Incorporated by reference to
Exhibit 10.26 of Registration Statement No. 33-98542).
10.27 --Lease Agreement between Halmos Trading and Investment Company
and the Company dated June 6, 1996.
*11.1 --Computation of per share earnings (losses).
*23.1 --Consent of Ernst & Young LLP.
*23.2 --Consent of Testa, Hurwitz & Thibeault (included in Exhibit 5.1).
*24.1 --Power of Attorney
*27 --Financial Data Schedule.
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* Previously Filed
(b) Financial Statement Schedules:
SEQUENTIAL
PAGE NO.
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Report of Independent Certified Public Accountants on Financial
Statement Schedule............................................. S-1
Schedule II--Valuation and Qualifying Accounts.................. S-2
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable and therefore, have been omitted.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 14 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The undersigned registrant hereby undertakes (1) that for purposes of
determining any liability under the Securities Act, the information omitted
from the form of prospectus filed as part of a registration statement in
reliance upon Rule 430A and contained in the form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of the time
it was declared effective; and (2) that for the purpose of determining any
liability under the Securities Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Coral Springs,
Florida, on June 11, 1996.
Citrix Systems, Inc.
/s/ Roger W. Roberts
By: _________________________________
ROGER W. ROBERTS PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE(S) DATE
Chairman of the
/s/ Edward E. Iacobucci* Board of Directors June 11, 1996
- -------------------------------------
EDWARD E. IACOBUCCI
/s/ Roger W. Roberts
- ------------------------------------- President, Chief
ROGER W. ROBERTS Executive Officer June 11, 1996
and Director
(Principal
Executive Officer)
Vice President of
/s/ James J. Felcyn, Jr.* Finance and June 11, 1996
- ------------------------------------- Administration and
JAMES J. FELCYN, JR. Chief Financial
Officer (Principal
Financial and
Accounting Officer)
Director
/s/ Kevin R. Compton* June 11, 1996
- -------------------------------------
KEVIN R. COMPTON
Director
/s/ Stephen M. Dow* June 11, 1996
- -------------------------------------
STEPHEN M. DOW
/s/ Robert N. Goldman* Director
- ------------------------------------- June 11, 1996
ROBERT N. GOLDMAN
/s/ Gregory B. Maffei* Director
- ------------------------------------- June 11, 1996
GREGORY B. MAFFEI
/s/ Tyrone F. Pike* Director
- ------------------------------------- June 11, 1996
TYRONE F. PIKE
/s/ Roger W. Roberts
*By: ___________________________
ATTORNEY-IN-FACT
II-5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
*1.1 --Form of Underwriting Agreement.
3.1 --Form of Amended and Restated Certificate of Incorporation
(Incorporated by reference to Exhibit 3.2 of Registration
Statement No. 33-98542).
3.2 --Certificate of Amendment of Amended and Restated
Certificate of Incorporation.
3.3 --By-Laws of the Company (Incorporated by reference to
Exhibit 3.3 of Registration Statement No. 33-98542).
3.4 --Form of Amended and Restated By-Laws of the Company
(Incorporated by reference to Exhibit 3.4 of Registration
Statement No. 33-98542).
4.1 --Specimen certificate representing the Common Stock
(Incorporated by reference to Exhibit 4.1 of Registration
Statement No. 33-98542).
*5.1 --Opinion of Testa, Hurwitz & Thibeault, LLP.
10.1 --1989 Stock Option Plan (Incorporated by reference to
Exhibit 10.1 of Registration Statement No. 33-98542).
10.2 --1995 Stock Plan (Incorporated by reference to Exhibit
10.2 of Registration Statement
No. 33-98542).
10.3 --1995 Non-Employee Director Stock Option Plan
(Incorporated by reference to Exhibit 10.3 of Registration
Statement No. 33-98542).
10.4 --1995 Employee Stock Purchase Plan, as amended
(Incorporated by reference to Exhibit 10.4 of Registration
Statement No. 33-98542).
10.5 --OEM Software License Agreement between the Company and
Digital Communications Associates, Inc., dated as of
October 5, 1993 (Incorporated by reference to Exhibit 10.5
of Registration Statement No. 33-98542).
10.6 --Memorandum of Agreement between the Company and Digital
Communications Associates, Inc., dated October 5, 1993
(Incorporated by reference to Exhibit 10.6 of Registration
Statement No. 33-98542).
10.7 --First Addendum to OEM Software License Agreement between
the Company and Digital Communications Associates, Inc.,
dated May 25, 1994 (Incorporated by reference to Exhibit
10.7 of Registration Statement No. 33-98542).
10.8 --Amendment No. 1 to OEM Software License Agreement between
the Company and Digital Communications Associates, Inc.,
dated March 23, 1995 (Incorporated by reference to Exhibit
10.8 of Registration Statement No. 33-98542).
10.9 --Client/Server Software License Agreement between the
Company and Insignia Solutions Inc., dated August 4, 1995
(Incorporated by reference to Exhibit 10.9 of Registration
Statement No. 33-98542).
10.10 --Microsoft Corporation Source Code Agreement between the
Company and Microsoft Corporation dated November 15, 1989
(Incorporated by reference to Exhibit 10.10 of
Registration Statement No. 33-98542).
10.11 --Amendment No. 1 to the Source Code Agreement between
Microsoft and the Company dated October 1, 1992
(Incorporated by reference to Exhibit 10.11 of
Registration Statement No. 33-98542).
10.12 --License Agreement for Microsoft OS/2 Version Releases
1.x, 2.x between the Company and Microsoft Corporation
dated August 15, 1990 (Incorporated by reference to
Exhibit 10.12 of Registration Statement No. 33-98542).
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
10.13 --Amendment No. 1 to the License Agreement between the
Company and Microsoft Corporation dated August 15, 1990,
Contract No. 5198-0228 dated May 6, 1991 (Incorporated by
reference to Exhibit 10.13 of Registration Statement No.
33-98542).
10.14 --Amendment No. 2 to License Agreement between Microsoft
Corporation and the Company for Microsoft OS/2 Version
Releases 1.X, 2.X, dated October 1, 1992 (Incorporated by
reference to Exhibit 10.14 of Registration Statement No.
33-98542).
10.15 --Amendment No. 3 to the License Agreement between the
Company and Microsoft Corporation dated August 15, 1990,
Contract No. 5198-0228 dated January 1, 1994 (Incorporated
by reference to Exhibit 10.15 of Registration Statement
No. 33-98542).
10.16 --Amendment No. 4 to the License Agreement between the
Company and Microsoft Corporation dated August 15, 1990,
dated January 31, 1995 (Incorporated by reference to
Exhibit 10.16 of Registration Statement No. 33-98542).
10.17 --Strategic Alliance Agreement between the Company and
Microsoft Corporation dated December 12, 1991
(Incorporated by reference to Exhibit 10.17 of
Registration Statement No. 33-98542).
10.18 --Software Development and License Agreement between the
Company and Novell, Inc., dated June 15, 1992
(Incorporated by reference to Exhibit 10.18 of
Registration Statement No. 33-98542).
10.19 --Software Development and License Agreement between the
Company and Novell, Inc., dated July 1, 1993 (Incorporated
by reference to Exhibit 10.19 of Registration Statement
No. 33-98542).
10.20 --First Amendment to the Software Development and License
Agreement between Novell, Inc., and the Company, dated
March 7, 1995 (Incorporated by reference to Exhibit 10.20
of Registration Statement No. 33-98542).
10.21 --NetWare Client License Agreement between the Company and
Novell, Inc., dated June 14, 1995 (Incorporated by
reference to Exhibit 10.21 of Registration Statement No.
33-98542).
10.22 --Software License Agreement between the Company and
Tektronix, Inc., dated September 23, 1994 (Incorporated by
reference to Exhibit 10.22 of Registration Statement No.
33-98542).
10.23 --Client Software License Agreement between the Company and
Wyse Technology dated June 15, 1995 (Incorporated by
reference to Exhibit 10.23 of Registration Statement No.
33-98542).
10.24 --Client/Server Software License Agreement between the
Company and Zenith Data Systems Corporation dated June 21,
1995 (Incorporated by reference to Exhibit 10.24 of
Registration Statement No. 33-98542).
10.25 --Series D Preferred Stock Purchase Agreement between the
Company and the parties thereto, dated February 26, 1993
(Incorporated by reference to Exhibit 10.25 of
Registration Statement No. 33-98542).
10.26 --Form of Indemnification Agreement (Incorporated by
reference to Exhibit 10.26 of Registration Statement No.
33-98542).
10.27 --Lease Agreement between Halmos Trading and Investment
Company and the Company dated June 6, 1996.
*11.1 --Computation of per share earnings (losses).
*23.1 --Consent of Ernst & Young LLP.
*23.2 --Consent of Testa, Hurwitz & Thibeault (included in
Exhibit 5.1).
*24.1 --Power of Attorney.
*27 --Financial Data Schedule.
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* Previously Filed