<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
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 of Classification Code Number) Identification
incorporation or Number)
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)
-----------------
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. [X] 333-4515
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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CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value.......... 39,006 $ 32.75 $ 1,277,447 $441
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- -----------------------------------------------------------------------------------------
</TABLE>
(1)Includes 5,088 shares which the Underwriters have the option to purchase from
the Company to cover over-allotments, if any.
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<PAGE>
The undersigned registrant hereby incorporates by reference herein the
contents of Registration Statement No. 333-4515. This Registration Statement is
being filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, to register an additional 39,006 shares of Common Stock, $.001 par
value, of Citrix Systems, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Coral Springs, Florida, on June 12,
1996.
CITRIX SYSTEMS, INC.
By:/s/ Roger W. Roberts
-------------------------
Roger W. Roberts
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1993, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Edward E. Iacobucci* Chairman of the Board of June 12, 1996
- ----------------------------- Directors
Edward E. Iacobucci
/s/ Roger W. Roberts President, Chief Executive June 12, 1996
- ----------------------------- Officer and Director
Roger W. Roberts (Principal Executive
Officer)
/s/ James J. Felcyn, Jr.* Vice President of Finance June 12, 1996
- ----------------------------- and Administration and
James J. Felcyn, Jr. Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Kevin R. Compton* Director June 12, 1996
- -----------------------------
Kevin R. Compton
/s/ Stephen M. Dow* Director June 12, 1996
- -----------------------------
Stephen M. Dow
/s/ Robert N. Goldman* Director June 12, 1996
- -----------------------------
Robert N. Goldman
<PAGE>
/s/ Gregory B. Maffei* Director June 12, 1996
- -----------------------------
Gregory B. Maffei
/s/ Tyrone F. Pike* Director June 12, 1996
- -----------------------------
Tyrone F. Pike
The undersigned, Roger W. Roberts, by signing his name hereto, does hereby
execute this Registration Statement on behalf of each of the above-named persons
pursuant to powers of attorney executed by such persons and filed with the
Securities and Exchange Commission on May 24, 1996 in the Company's Registration
Statement on Form-1 (No. 333-4515).
*By: /s/ Roger W. Roberts
------------------------
Roger W. Roberts
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION> Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
<S> <C> <C>
5.1 Opinion of Testa, Hurwitz & 5
Thibeault, LLP regarding
legality.
23.1 Consent of Testa, Hurwitz & 5
Thibeault, LLP (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP. 6
</TABLE>
<PAGE>
EXHIBIT 5.1
TESTA, HURWITZ & THIBEAULT, LLP
High Street Tower, 125 High Street
Boston, Massachusetts 02110
June 12, 1996
Citrix Systems, Inc.
210 University Drive
Suite 700
Coral Springs, Florida 33071
RE: Registration Statement on Form S-1
Pursuant to Rule 462(b)
-----------------------
Dear Sir or Madam:
==================
This opinion relates to an aggregate of 39,006 shares of Common Stock, par
value $.001 per share (the "Common Stock"), of Citrix Systems, Inc. (the
"Company"), which are the subject matter of a Registration Statement on Form S-1
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, with
the Securities and Exchange Commission on June 12, 1996 (the "Registration
Statement").
The 39,006 shares of Common Stock covered by the Registration Statement
consist of 33,918 shares being sold by certain selling stockholders (the
"Selling Stockholders") and an additional 5,088 shares subject to an over-
allotment option (the "Over-Allotment Option") granted by the Company to the
underwriters named in the prospectus (the "Prospectus") incorporated by
reference in the Registration Statement.
Based upon such investigation as we have deemed necessary, we are of the
opinion that the shares of Common Stock being sold by the Selling Stockholders
have been validly issued and are fully paid and nonassessable and that shares of
Common Stock, if any, to be sold by the Company pursuant to the Over-Allotment
Option when issued and paid for in accordance with the terms described in the
Prospectus will have been validly issued and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Prospectus under
the caption "Legal Matters."
Very truly yours,
/s/ TESTA, HURWITZ & THIBEAULT, LLP
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.2
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in this Registration Statement
on Form S-1 of Citrix Systems, Inc. filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, of our report dated January 13, 1996, except
as to the second paragraph of Note 14, as to which the date is May 17, 1996, and
to the reference to our firm under the captions "Experts" and "Selected
Consolidated Financial Data," included in such Registration Statement (Form S-1
No. 333-4515), declared effective on June 12, 1996, and related Prospectus
of Citrix Systems, Inc.
/s/ Ernst & Young LLP
West Palm Beach, Florida
June 6, 1996
