<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[_] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
CITRIX SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transactions applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing and registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
[CITRIX LETTERHEAD]
April 3, 1998
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
of Citrix Systems, Inc. (the "Corporation") to be held at 10:00 a.m., on
Thursday, May 14, 1998, at DoubleTree Guest Suites, 555 N.W. 62nd Street, Fort
Lauderdale, Florida 33309.
At this Annual Meeting, you will be asked to elect three directors to
three-year terms and to approve an amendment to the Corporation's Amended and
Restated Certificate of Incorporation, as amended, increasing from 60,000,000 to
150,000,000 the number of authorized shares of Common Stock, par value $.001 per
share, of the Corporation. The Board of Directors unanimously recommends that
you vote FOR these proposals.
Details regarding the matters to be acted upon at this meeting appear
in the accompanying Proxy Statement. Please give this material your careful
attention.
Whether or not you plan to attend the meeting, please complete, sign
and date the accompanying proxy card and return it in the enclosed postage
prepaid envelope. It is important that your shares be voted whether or not you
attend the meeting in person. If you attend the meeting, you may vote in person
even if you have previously returned your proxy card. Your prompt cooperation
will be greatly appreciated.
Very truly yours,
Roger W. Roberts
Chief Executive Officer
<PAGE>
CITRIX SYSTEMS, INC.
6400 N.W. 6TH WAY
FORT LAUDERDALE, FLORIDA 33309
----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1998
To the Stockholders of Citrix Systems, Inc.:
The Annual Meeting of Stockholders of Citrix Systems, Inc., a Delaware
corporation (the "Corporation"), will be held on Thursday, May 14, 1998 at 10:00
a.m., local time, at DoubleTree Guest Suites, 555 N.W. 62nd Street, Fort
Lauderdale, Florida 33309, for the following purposes:
1. To elect three (3) Class III directors to serve for a three-year term
or until their successors are elected and qualified.
2. To approve an amendment to the Corporation's Amended and Restated
Certificate of Incorporation increasing from 60,000,000 to 150,000,000 the
number of authorized shares of Common Stock, par value $.001 per share, of the
Corporation.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only stockholders of record at the close of business on March 23, 1998 are
entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if such stockholder has returned a proxy.
By Order of the Board of Directors,
Roger W. Roberts
Chief Executive Officer
Fort Lauderdale, Florida
April 3, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE
PROXY CARD IS MAILED IN THE UNITED STATES.
<PAGE>
CITRIX SYSTEMS, INC.
6400 N.W. 6th Way
FORT LAUDERDALE, FLORIDA 33309
________________________
PROXY STATEMENT
________________________
APRIL 3, 1998
Proxies in the form enclosed with this proxy statement are solicited by the
Board of Directors of Citrix Systems, Inc., a Delaware corporation (the
"Corporation"), for use at the Annual Meeting of Stockholders to be held on
Thursday, May 14, 1998, at 10:00 a.m., local time, at DoubleTree Guest Suites,
555 N.W. 62nd Street, Fort Lauderdale, Florida 33309, or at any adjournments
thereof (the "Meeting"). An Annual Report to Stockholders, containing financial
statements for the fiscal year ended December 31, 1997 is being mailed together
with this proxy statement to all stockholders entitled to vote. This proxy
statement and the form of proxy were first mailed to stockholders on or about
April 3, 1998.
The purpose of the Meeting is to elect three Class III directors to the
Corporation's Board of Directors and to approve an amendment to the
Corporation's Amended and Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), increasing from 60,000,000 to 150,000,000 the
number of authorized shares of Common Stock, par value $.001 per share, of the
Corporation. Only stockholders of record at the close of business on March 23,
1998 (the "Record Date") will be entitled to receive notice of and to vote at
the Meeting. As of that date, 41,732,382 shares of Common Stock of the
Corporation were issued and outstanding. The holders of Common Stock are
entitled to one vote per share on any proposal presented at the Meeting.
Stockholders may vote in person or by proxy. Execution of a proxy will not in
any way affect a stockholder's right to attend the Meeting and vote in person.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of the Corporation, before the taking of the vote at the
Meeting, a written notice of revocation bearing a later date than the proxy,
(ii) duly executing a later dated proxy relating to the same shares and
delivering it to the Secretary of the Corporation before the taking of the vote
at the Meeting or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute a revocation of a
proxy). Any written notice of revocation or subsequent proxy should be sent so
as to be delivered to Citrix Systems, Inc., 6400 N.W. 6th Way, Fort Lauderdale,
Florida 33309, Attention Secretary, at or before the taking of the vote at the
Meeting.
The representation in person or by proxy of at least a majority of the
outstanding Common Stock entitled to vote at the Meeting is necessary to
constitute a quorum for the transaction of business. Votes withheld from any
nominee, abstentions and broker "non-votes" are counted as present or
represented for purposes of determining the presence or absence of a quorum for
the Meeting. A "non-vote" occurs when a nominee holding shares for a beneficial
owner votes on one proposal, but does not vote on another proposal because, in
respect of such other proposal, the nominee does not have discretionary voting
power and has not received instructions from the beneficial owner.
In the election of directors, the nominees receiving the highest number of
affirmative votes of the shares present or represented and entitled to vote at
the Meeting shall be elected as directors. Approval of the amendment to the
Certificate of Incorporation will require the affirmative vote of a majority of
the outstanding shares of Common Stock of the Corporation. On all other matters
being submitted to stockholders, an affirmative vote of a majority of the shares
present or represented and voting on each such matter is required for approval.
An automated system administered by the Corporation's transfer agent tabulates
the votes. The vote on each matter submitted to
<PAGE>
-2-
stockholders is tabulated separately. Abstentions are included in the number of
shares present or represented and voting on each matter and, therefore, with
respect to votes on specific proposals, will have the effect of negative votes.
Broker "non-votes" are not so included.
The persons named as attorneys-in-fact in the proxies, Roger W. Roberts and
James J. Felcyn, Jr., were selected by the Board of Directors and are officers
of the Corporation. All properly executed proxies returned in time to be
counted at the Meeting will be voted. Where a choice has been specified on the
proxy with respect to the foregoing matters, the shares represented by the proxy
will be voted in accordance with the specifications. If no such specifications
are indicated, such proxies will be voted FOR the nominees to the Board of
Directors and FOR the approval of the amendment to the Certificate of
Incorporation.
The Board of Directors knows of no other matters to be presented at the
Meeting. If any other matter should be presented at the Meeting upon which a
vote properly may be taken, shares represented by all proxies received by the
Board of Directors will be voted with respect thereto in accordance with the
judgment of the persons named as attorneys in the proxies.
<PAGE>
-3-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Corporation's Common Stock as of the Record Date: (i) by each
person who is known by the Corporation to beneficially own more than 5% of the
outstanding shares of Common Stock; (ii) by each director or nominee of the
Corporation; (iii) by each executive officer of the Corporation named in the
Summary Compensation Table and (iv) by all directors, executive officers and
nominees of the Corporation as a group. On February 20, 1998, the Corporation
effected a 3-for-2 stock split in the form of a 50% stock dividend to
stockholders of record of the Corporation's Common Stock on February 12, 1998.
All share numbers in this table and elsewhere in this proxy statement reflect
such stock split.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER OWNED (1) BENEFICIALLY OWNED (1)
------------------------ --------- ----------------------
<S> <C> <C>
Microsoft Corporation.................... 2,439,399 5.8%
One Microsoft Way
Redmond, WA 98052
Putnam Investments, Inc.(2).............. 2,826,863 6.8%
One Post Office Square
Boston, MA 02109
FMR Corp. (3)............................ 3,966,900 9.5%
83 Devonshire Street
Boston, MA 02109
Pilgrim Baxter & Associates Ltd.(4)...... 4,156,550 10.0%
825 Duportrail Road
Wayne, PA 19087
Roger W. Roberts(5)...................... 451,477 1.1%
Edward E. Iacobucci(6)................... 448,819 1.1%
Michael F. Passaro(7).................... 172,160 *
Bruce Chittenden(8)...................... 44,312 *
Mark B. Templeton(9)..................... 93,625 *
Michael W. Brown......................... - *
Kevin R. Compton(10)..................... 55,292 *
Stephen M. Dow........................... 32,229 *
Robert N. Goldman(11).................... 35,001 *
Tyrone F. Pike(12)....................... 76,701 *
All executive officers, directors
and nominees as a group(13)........... 1,503,007 3.5%
</TABLE>
________________________
* Represents less than 1% of the outstanding Common Stock
<PAGE>
-4-
(1) Applicable percentage of ownership as of the Record Date is based upon
41,732,382 shares of Common Stock outstanding. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission (the "Commission"), and includes voting and investment power
with respect to shares. Unless otherwise indicated below, to the knowledge
of the Corporation, all persons listed below have sole voting and
investment power with respect to their shares of Common Stock, except to
the extent authority is shared by spouses under applicable law. Pursuant to
the rules of the Commission, the number of shares of Common Stock deemed
outstanding includes shares issuable pursuant to options held by the
respective person or group which may be exercised within 60 days of the
Record Date ("presently exercisable stock options").
(2) With respect to information relating to Putnam Investments, Inc., the
Corporation has relied on information supplied by such entity in its
Schedule 13G filing with the Commission on January 27, 1998.
(3) With respect to information relating to FMR Corp., the Corporation has
relied on information supplied by such entity in its Schedule 13G filing
with the Commission on February 9, 1998.
(4) With respect to information relating to Pilgrim Baxter & Associates Ltd.,
the Corporation has relied on information supplied by such entity in its
Schedule 13G filing with the Commission on March 9, 1998.
(5) Includes 415,624 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(6) Includes 139,374 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(7) Includes 153,907 shares of Common Stock issuable pursuant to presently
exercisable stock options. Also includes 450 shares held by Mr. Passaro's
dependent son.
(8) Consists of 44,312 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(9) Includes 92,941 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(10) Includes 32,437 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(11) Consists of 35,001 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(12) Includes 18,468 shares of Common Stock issuable pursuant to presently
exercisable stock options. Also, includes 600 shares of Common Stock held
in trust for the benefit of Mr. Pike's children.
(13) Includes presently exercisable stock options to purchase an aggregate of
1,008,604 shares of Common Stock. See footnotes (5), (6), (7), (8), (9),
(10), (11), and (12).
<PAGE>
-5-
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES
The size of the Board of Directors is currently fixed at eight members,
with one vacancy resulting from a recent enlargement of the Board of Directors.
The Corporation's By-laws divide the Board of Directors into three classes. The
members of each class of directors serve for staggered three-year terms.
Messrs. Compton and Dow are Class III directors whose terms expire at this
Annual Meeting of Stockholders and are nominees for re-election as directors of
the Corporation. Mr. Templeton, who is not currently a member of the Board of
Directors, is also a nominee for election at this Annual Meeting of Stockholders
as a Class III director and would fill the vacancy created by the enlargement of
the Board of Directors. The Board of Directors is also composed of (i) three
Class I directors (Messrs. Goldman, Pike and Roberts), whose terms expire upon
the election and qualification of directors at the Annual Meeting of
Stockholders to be held in 1999, and (ii) two Class II directors (Messrs.
Iacobucci and Brown), whose terms expire upon the election and qualification of
directors at the Annual Meeting of Stockholders to be held in 2000.
The Board of Directors has nominated and recommended that Messrs. Compton
and Dow, who are currently members of the Board of Directors, and Mr. Templeton,
who is a nominee for election as a director, be elected as Class III directors,
to hold office until the Annual Meeting of Stockholders to be held in the year
2001 or until their successors have been duly elected and qualified or until
their earlier resignation or removal. The Board of Directors knows of no reason
why the nominees should be unable or unwilling to serve, but if any nominee
should for any reason be unable or unwilling to serve, the proxies will be voted
for the election of such other person for the office of director as the Board of
Directors may recommend in the place of such nominee. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the
nominees named below.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE NOMINEES LISTED BELOW.
---
The following table sets forth the nominees to be elected at the Meeting
and, for each director whose term of office will extend beyond the Meeting, the
year such nominee or director was first elected a director, the positions
currently held by the nominees and each director with the Corporation, the year
the nominee's or director's term will expire and class of director of each
nominee and each director:
<TABLE>
<CAPTION>
NOMINEE'S OR DIRECTOR'S
NAME AND YEAR NOMINEE OR DIRECTOR POSITION(S) WITH YEAR TERM CLASS OF
FIRST BECAME A DIRECTOR THE CORPORATION WILL EXPIRE DIRECTOR
- --------------------------------- ---------------- ----------- --------
<S> <C> <C> <C>
NOMINEES:
Kevin R. Compton Director 1998 III
1991
Stephen M. Dow Director 1998 III
1989
Mark B. Templeton President -- III
- --
</TABLE>
<PAGE>
-6-
<TABLE>
<S> <C> <C> <C>
CONTINUING DIRECTORS:
Edward E. Iacobucci Chairman, Vice President 2000 II
1989 Strategy & Technology and
Chief Technology Officer
Michael W. Brown Director 2000 II
1997
Robert N. Goldman Director 1999 I
1995
Tyrone F. Pike Director 1999 I
1993
Roger W. Roberts Chief Executive Officer and 1999 I
1990 Director
</TABLE>
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the director nominees to be elected at the
Meeting, the directors and the executive officers of the Corporation, their
ages, and the positions currently held by each such person with the Corporation.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Roger W. Roberts 53 Chief Executive Officer and Director
Mark B. Templeton 45 President and Nominee for Election as Director
Edward E. Iacobucci 44 Chairman of the Board, Vice President--Strategy & Technology,
and Chief Technical Officer
James J. Felcyn, Jr. 55 Chief Financial Officer, Treasurer, Vice President of Finance and
Administration, and Assistant Secretary
Barry J. Dockswell 51 Vice President--Business Development
Michael F. Passaro 53 Vice President--Worldwide Sales
Bruce C. Chittenden 50 Vice President--Engineering
James P. Tarlton 49 Vice President--Worldwide Services
Marc-Andre Boisseau 33 Corporate Controller and Principal Accounting Officer
Kevin R. Compton (1)(2) 39 Director
Stephen M. Dow (1) 42 Director
Robert N. Goldman (2) 48 Director
Michael W. Brown 51 Director
Tyrone F. Pike 43 Director
</TABLE>
____________________
(1) Member of Compensation Committee.
(2) Member of Audit Committee.
Roger W. Roberts has served as Chief Executive Officer and a Director
since joining the Corporation in June 1990. He also served as President of the
Corporation from June 1990 until January 1998. Prior to joining the
Corporation, Mr. Roberts was employed for over twenty years by Texas
Instruments, a diversified electronics company, where he held technical,
marketing and general management positions. Most recently at Texas Instruments,
Mr. Roberts was Director of Marketing for the Peripheral Products Division,
responsible for the MicroLaser printers and TravelMate notebooks.
Mark B. Templeton has served as President of the Corporation since January
1998. Prior to that he served as Vice President--Marketing since joining the
Corporation in June 1995. From April 1994 to June 1995,
<PAGE>
-7-
Mr. Templeton served as Group Director, Corporate Marketing for UB Networks,
Inc. (formerly Ungermann-Bass, Inc.), a computer network hardware manufacturer.
From November 1993 to April 1994, he served as Executive Vice President for
Softblox, Inc., a software company. From July 1991 to November 1993, Mr.
Templeton served as Vice President, Marketing for Keyfile Corporation, a group
collaboration software company. Mr. Templeton also serves on the Board of
Directors of Active Word Systems, Inc.
Edward E. Iacobucci, co-founder of the Corporation, has served as a
director since the Corporation's inception in 1989 and as Chairman of the Board
since September 1991. From the Corporation's inception, Mr. Iacobucci served as
Chief Technical Officer and Vice President--Strategy & Technology. Mr. Iacobucci
is author of the well-known OS/2 Programmer's Guide. Prior to forming the
Corporation in 1989, Mr. Iacobucci was employed for eleven years by IBM, where
he was most recently responsible for the design and architecture of IBM PC
operating systems and led the joint IBM/Microsoft design team that conceived the
original OS/2 product. Earlier at IBM, Mr. Iacobucci had overall responsibility
for the design and architecture of the IBM network management product, NetView.
James J. Felcyn, Jr. joined the Corporation as its Chief Financial Officer
and Treasurer in July 1994. Prior to joining the Corporation, beginning in April
1994, Mr. Felcyn served as Chief Financial Officer of NDL Products, Inc.
("NDL"), a manufacturer of sporting goods. Mr. Felcyn accepted the position of
Chief Financial Officer at the request of the secured lender of NDL, and as a
condition to debtor-in-possession financing for NDL, which filed a Chapter 11
bankruptcy proceeding in the United States Bankruptcy Court for the Southern
District of Florida. Mr. Felcyn served as Vice President--Finance of Boca
Research, Inc., a manufacturer of computer peripheral products, from April 1992
to December 1993. From January 1992 to April 1992, Mr. Felcyn served as
Controller of Boca Research, Inc. From April 1991 to January 1992, Mr. Felcyn
was employed by World Omni Financial Corp., an automobile finance and leasing
company, where he served as Director of Operations Accounting. Mr. Felcyn is a
Certified Public Accountant.
Barry J. Dockswell joined the Corporation in June 1990 as the Director of
Marketing. Since April 1994, he has served as Vice President--Business
Development. Prior to joining the Corporation, Mr. Dockswell was employed by IBM
for 20 years where he served in various senior management positions, including
PC-DOS Product Manager and Manager of OS/2 Planning, Architecture, Strategy and
Performance.
Michael F. Passaro joined the Corporation in October 1992 as Vice
President--Worldwide Sales and Services. Since August 1996, he has served as
Vice President--Worldwide Sales. From 1988 to 1992, Mr. Passaro was employed
by Novell, Inc., a provider of network and application software, serving as Vice
President for Worldwide Major Markets from 1988 to 1990 and Vice President
International from 1990 to 1992.
James P. Tarlton has served as Vice-President--Worldwide Services since
joining the Corporation in August 1996. From October 1991 to August 1996, Mr.
Tarlton served as Vice President--Worldwide Services for Teleos Communications
(now Madge Networks), where he was responsible for the development of support
services worldwide.
Bruce C. Chittenden joined the Corporation in 1993 as Vice President--
Engineering. Prior to joining the Corporation, he served as Vice President,
Engineering and Manufacturing of Uniquest, Inc., a network software
manufacturer, from March to November 1993. From July 1991 to March 1993, Mr.
Chittenden served as Executive Vice President of Computone Corporation, a
computer peripherals manufacturer, and from April 1984 to July 1991 he served as
Vice President, Engineering of The Santa Cruz Operation, Inc., a systems
software manufacturer.
Marc-Andre Boisseau joined the Corporation in 1995 as its Corporate
Controller. Since March 1997, Mr. Boisseau has also served as the Principal
Accounting Officer of the Corporation. Prior to joining the Corporation, from
November 1992 to September 1995, Mr. Boisseau served as Controller of Portfolio
and Investment Accounting of MIG Realty Advisors, Inc., an institutional real
estate advisor.
Kevin R. Compton has served as a director of the Corporation since March 1991.
Since 1990, Mr. Compton has served as a general partner of Kleiner Perkins
Caufield & Byers, a venture capital investment firm. From May
<PAGE>
-8-
1985 to December 1990, Mr. Compton was the vice president and general manager of
the network systems team at Businessland, Inc., a computer retailer, and at
AmeriSource Corporation prior to its acquisition by Businessland. Mr. Compton is
a director of Global Village Communications, Inc., Digital Generations Systems,
Corsair Communications and VeriSign, and is also a director of several
privately-held companies.
Stephen M. Dow has served as a director of the Corporation since 1989.
Since 1983, Mr. Dow has served as a general partner of Sevin Rosen Funds, a
venture capital investment firm. Mr. Dow is a director of ArQule, Inc.,
ViroPharma, Inc. and Corsair Communications and is also a director of several
privately-held companies.
Robert N. Goldman has served as a director of the Corporation since June
1995. In November 1995, Mr. Goldman was named President and Chief Executive
Officer of Object Design, Inc., a developer of object data management software.
From 1986 to August 1995, Mr. Goldman served as Chairman of the Board of
Trinzic, Inc. and its predecessor, software companies that were engaged in the
development and marketing of client/server middleware software products. Trinzic
was formed by the merger of AICorp and AION Corporation in 1992. Mr. Goldman
served as AICorp President and Chief Executive Officer from 1986 to 1992. From
1983 to 1986, Mr. Goldman served as President and Chief Operating Officer of
Cullinet Software, Inc., a software developer. Mr. Goldman is Chairman of the
Board of Directors of SystemSoft Corporation, a developer and marketer of PCMCIA
software and other system level software products, and a director of InterSolv
Inc., Parametric Technology Corporation, SystemSoft Corp. and several privately-
held companies.
Michael W. Brown has served as a director of the Corporation since July
1997. Mr. Brown served in various positions at Microsoft Corporation from 1989
through January 1998, including as Chief Financial Officer until July 30, 1997.
Mr. Brown is currently a member of the Board of Directors of Wang Laboratories
Inc. and Adminstaff, Inc.
Tyrone F. Pike has served as a director of the Corporation since 1993. Mr.
Pike is CEO of SwitchSoft Systems, Inc., which he founded in August 1996. From
January 1994 to August 1996, Mr. Pike served in various positions at UB
Networks, Inc., including Senior Vice President and Chief Technical Officer from
April 1995 to August 1996, Senior Vice President and General Manager Network
Products Division from August 1994 to April 1995, and Senior Vice President and
General Manager Network Services Division from January to August 1994. Prior to
joining UB Networks, Mr. Pike served as a partner of Pike Associates from
September 1992 to January 1994. From March to September 1992, Mr. Pike served as
President and CEO of Global Village Communications, Inc. From May 1991 to June
1992, he served as Manager, Strategic Planning & Business Development of Intel
Corporation. From April 1983 to May 1991, Mr. Pike served as Founder, Chairman
and President of LANSystems, Inc., of which he served as a director until
February 1994. Mr. Pike is also a member of the Board of Directors for Kaspia
Systems, Inc. and Puma Technology.
Executive officers of the Corporation are elected by the Board of Directors
on an annual basis and serve until their successors have been duly elected and
qualified.
<PAGE>
-9-
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met sixteen (16) times and took action by unanimous
written consent one (1) time during the fiscal year ended December 31, 1997.
Except for Mr. Brown (who did not attend two (2) of three (3) meetings of the
Board of Directors since becoming a director), each of the directors attended at
least 75% of the total number of meetings of the Board of Directors and the
committees on which he served during fiscal 1997. The Audit Committee of the
Board of Directors, of which Messrs. Compton and Goldman are currently members,
reviews with the independent accountants and management the annual financial
statements and independent auditors' opinion, reviews the results of the audit
of the Corporation's financial statements by the independent auditors,
recommends the retention of the independent auditors to the Board of Directors
and periodically reviews the Corporation's accounting policies and internal
accounting and financial controls. The Audit Committee met two (2) times during
the fiscal year ended December 31, 1997. The Compensation Committee, whose
members currently are Messrs. Compton and Dow, is responsible for administering
the Corporation's stock ownership plans and for reviewing and approving
compensation matters concerning the executive officers and key employees of the
Corporation. The Compensation Committee did not formally meet but took action
by unanimous written consent twenty-four (24) times during the fiscal year ended
December 31, 1997. The Board of Directors does not currently have a standing
nominating committee.
<PAGE>
-10-
COMPENSATION AND OTHER INFORMATION
CONCERNING DIRECTORS AND OFFICERS
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth summary information concerning the
compensation paid or earned for services rendered to the Corporation in all
capacities during the fiscal years ended December 31, 1997, 1996 and 1995 to (i)
the Corporation's Chief Executive Officer and (ii) each of the other four most
highly compensated executive officers of the Corporation who received total
annual salary and bonus in excess of $100,000 in fiscal 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS(3)
ANNUAL COMPENSATION ------------
---------------------------------------- SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($)(2) OPTIONS(#) COMPENSATION($)
-------- ---- --------- ---------- ------------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Roger W. Roberts............... 1997 200,000 125,000 -- 112,500 --
Chief Executive 1996 165,000 105,000 -- 150,000 --
Officer and Director 1995 150,000 50,000 -- -- --
Mark B. Templeton (4).......... 1997 160,000 90,000 -- 56,250 --
President and nominee for 1996 140,000 69,000 -- 75,000 --
election as a Director 1995 69,602 25,000 -- 200,001 99,667 (5)
Edward E. Iacobucci............ 1997 175,000 85,000 -- 112,500 --
Chairman of the Board, 1996 150,000 75,000 -- 150,000 --
Vice President-- 1995 135,000 40,000 -- -- --
Strategy & Technology
and Chief Technical
Officer
Michael F. Passaro............. 1997 150,000 75,000 100,000 37,500 --
Vice President-- 1996 130,000 12,000 150,000 37,500 --
Worldwide Sales 1995 130,000 10,000 63,585 -- --
Bruce C. Chittenden............ 1997 150,000 75,000 -- 56,250 --
Vice President-- 1996 130,000 64,500 -- 75,000 --
Engineering 1995 120,000 30,000 -- -- --
</TABLE>
____________________
(1) Bonuses are reported in the year earned, even if actually paid in a
subsequent year.
(2) Consists of amounts accrued pursuant to commissions.
(3) The Corporation did not grant any restricted stock awards or stock
appreciation rights or make any long term incentive plan payouts during the
fiscal years ended December 31, 1997, December 31, 1996 and December 31,
1995. On February 20, 1998, the Corporation effected a 3-for-2 stock split
in the form of a 50% stock dividend to stockholders of record of the
Corporation's Common Stock on February 12, 1998. All share numbers in this
table and elsewhere in this proxy statement reflect such stock split.
(4) Mr. Templeton commenced employment with the Corporation in June 1995 and
was appointed President of the Corporation in January 1998.
(5) Consists of relocation expenses.
<PAGE>
-11-
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth each grant of stock options made during the
year ended December 31, 1997 pursuant to the Corporation's 1995 Stock Plan to
each of the executive officers named in the Summary Compensation Table (the
"Named Executive Officers"). The Corporation did not grant any stock options
pursuant to the Corporation's 1989 Stock Option Plan or any stock appreciation
rights to the Named Executive Officers during the fiscal year ended December 31,
1997.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------ POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM (2)
OPTIONS IN FISCAL PRICE(1) EXPIRATION --------------------------
NAME GRANTED(#) YEAR ($/SHARE) DATE 5%($) 10%($)
- ---- ---------- ---------- -------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Roger W. Roberts.................... 112,500 4.9 31.33 7/25/07 2,216,891 5,617,980
Mark B. Templeton................... 56,250 2.5 31.33 7/25/07 1,108,446 2,808,990
Edward E. Iacobucci................. 112,500 4.9 31.33 7/25/07 2,216,891 5,617,980
Michael F. Passaro.................. 37,500 1.6 31.33 7/25/07 738,964 1,872,660
Bruce C. Chittenden................. 56,250 2.5 31.33 7/25/07 1,108,446 2,808,990
</TABLE>
________________
(1) The exercise price per share of each option was determined by the
Compensation Committee to be equal to the fair market value per share of
Common Stock on the date of grant. The fair market value per share of
Common Stock as of the Record Date was $_____________.
(2) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation of the
Corporation's Common Stock over the term of the options. These numbers are
calculated based on rules promulgated by the Securities and Exchange
Commission and do not reflect the Corporation's estimate of future stock
price growth. Actual gains, if any, on stock option exercises and Common
Stock holdings are dependent on the timing of such exercises and the future
performance of the Corporation's Common Stock. There can be no assurance
that the rates of appreciation assumed in this table can be achieved or that
the amounts reflected will be received by the individuals.
<PAGE>
-12-
Aggregate Option Exercises and Year-End Values
The following table sets forth, for each of the Named Executive Officers,
information with respect to the exercise of stock options during the year ended
December 31, 1997 and the year-end value of unexercised options.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBERS OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE OPTIONS AT DECEMBER 31, 1997 DECEMBER 31, 1997
NAME EXERCISE(#) REALIZED($)(1) VESTED/UNVESTED VESTED/UNVESTED($)(2)
---- ----------- --------------- --------------- ---------------------
<S> <C> <C> <C> <C>
Roger W. Roberts.................... 127,500 4,253,075 430,626 20,485,474
239,376 6,279,506
Mark B. Templeton................... 55,209 1,724,182 22,190 975,462
182,192 6,180,340
Edward E. Iacobucci................. 276,251 2,275,433 96,875 3,627,948
239,376 6,279,506
Michael F. Passaro.................. 45,000 2,159,520 127,448 6,106,140
85,055 2,546,899
Bruce C. Chittenden................. 16,833 505,582 34,728 1,122,408
129,690 3,641,520
</TABLE>
_____________
(1) Amounts disclosed in this column were calculated based on the difference
between the fair market value of the Corporation's Common Stock on the date
of exercise and the exercise price of the options in accordance with
regulations promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and do not reflect amounts actually received
by the named officers.
(2) Value is based on the difference between the option exercise price and the
fair market value at December 31, 1997, the fiscal year-end ($50.67 per
share), multiplied by the number of shares underlying the option.
Stock Plans
The Corporation currently has three employee stock ownership plans:
the 1989 Stock Option Plan, the 1995 Stock Plan and the 1995 Employee Stock
Purchase Plan. The 1989 Stock Option Plan, the 1995 Stock Plan and the 1995
Employee Stock Purchase Plan are all administered by the Compensation Committee
of the Board of Directors. The 1989 Stock Option Plan provides for the grant of
incentive stock options and non-statutory stock options to employees, directors
and consultants of the Corporation to purchase up to 6,314,136 shares of Common
Stock. The terms of such options, including the persons to whom options will be
granted, the type of option to be granted (incentive or non-statutory), the
number of shares to be covered by each option and the terms and conditions upon
which an option may be granted, are generally determined by the Compensation
Committee. As of the Record Date, options to purchase an aggregate of 1,060,516
shares of Common Stock were issued and outstanding under the 1989 Stock Option
Plan, of which options for 1,060,516 shares were then exercisable. The
Corporation does not intend to grant any additional options under the 1989 Stock
Option Plan.
Under the terms of the Corporations 1995 Stock Plan, the Corporation
is authorized to make stock awards, provide eligible individuals with the
opportunity to purchase stock, grant incentive stock options and grant non-
statutory stock options (collectively, the "Stock Rights") to employees,
consultants, directors and officers of the Corporation. The 1995 Stock Plan
provides for the issuance of up to 9,000,000 shares plus, on January 1 of each
year, a number of shares of Common Stock equal to five percent (5%)
of the total number of shares of Common Stock issued and outstanding as of
December 31 of the preceding year. Notwithstanding the foregoing, no more than
15,000,000 shares of Common Stock may be issued pursuant to the exercise of
incentive stock options granted under the 1995 Stock Plan. The terms of such
Stock Rights, including number of shares subject to each Stock Right, when the
Stock Right become exercisable, the exercise or purchase price of the Stock
Right, the duration of the Stock Right and the time, manner and form of payment
upon exercise of a Stock Right, are generally determined by the Compensation
Committee. As of the Record Date, options to purchase an aggregate of 4,166,234
shares of Common Stock were issued and outstanding under the 1995 Stock Plan, of
which options for approximately 426,905 shares were then exercisable.
<PAGE>
-13-
The 1995 Employee Stock Purchase Plan provides for the issuance of a
maximum of 2,250,000 shares of Common Stock pursuant to the exercise of
nontransferable options granted to participating employees. Under the 1995
Employee Stock Purchase Plan, eligible employees of the Corporation may
participate in semi-annual plan offerings in which payroll deductions may be
used to purchase shares of Common Stock. The purchase price of such shares is
the lower of 85% of the fair market value of the Common Stock on the day the
offering commences or 85% of the fair market value of the Common Stock on the
day the offering terminates. As of the Record Date, 42,527 shares of Common
Stock had been purchased under the 1995 Employee Stock Purchase Plan.
REPORT OF COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ABOUT EXECUTIVE
COMPENSATION
This report is submitted by the Compensation Committee of the Board of
Directors, which administered the Corporation's executive compensation program
during the fiscal year ended December 31, 1997. The Compensation Committee of
the Board of Directors is currently comprised of Messrs. Compton and Dow, two
non-employee directors of the Corporation. Pursuant to authority delegated by
the Board of Directors, the Compensation Committee is responsible for reviewing
and administering the Corporation's stock ownership plans and reviewing and
approving compensation matters concerning the executive officers of the
Corporation.
Overview and Philosophy. The Corporation uses its compensation program to
achieve the following objectives:
. To provide compensation that attracts, motivates and retains the best
talent and highest caliber people to serve the Corporation's customers and
achieve its strategic objectives.
. To align management's interest with the success of the Corporation.
. To align management's interest with stockholders by including long-
term equity incentives.
. To increase profitability of the Corporation and, accordingly,
increase stockholder value.
Compensation under the executive compensation program is comprised of cash
compensation in the form of base salary and, in the case of certain executive
officers, annual incentive bonuses, and long-term incentive awards in the form
of stock option grants. In addition, the compensation program is comprised of
various benefits, including medical and insurance plans, the Corporation's
401(k) Plan, the 1995 Stock Plan and the 1995 Employee Stock Purchase Plan,
which plans are generally available to all employees of the Corporation.
Base Salary. Compensation levels for each of the Corporation's executive
officers, including the Chief Executive Officer, are generally set within the
range of salaries that the Compensation Committee believes are paid to executive
officers with comparable qualifications, experience and responsibilities at
similar companies. In setting compensation levels, the Compensation Committee
takes into account such factors as (i) the Corporation's past financial
performance and future expectations, (ii) individual performance and experience
and (iii) past salary levels. The Compensation Committee does not assign
relative weights or rankings to these factors, but instead makes a determination
based upon the consideration of all of these factors as well as the progress
made with respect to the Corporation's long-term goals and strategies.
Generally, salary decisions for the Corporation's executive officers are made
near the beginning of each calendar year.
Fiscal 1997 base salaries were determined by the Compensation Committee
after considering the base salary level of the executive officers in prior
years, and taking into account for each executive officer the amount of base
salary as a component of total compensation. Base salary, while reviewed
annually, is only adjusted as deemed necessary by the Compensation Committee in
determining total compensation to each executive officer. Base salary levels for
each of the Corporation's executive officers, other than the Chief Executive
Officer, were also based upon evaluations and recommendations made by the Chief
Executive Officer.
<PAGE>
-14-
Incentive Compensation. The Compensation Committee determined the amount of
incentive compensation paid to each of the executive officers in fiscal 1997
based upon a consideration of a number of factors which it deemed relevant to
the executive officer's performance. These factors in 1997 included the
Corporation's sales growth in 1997, the increase in the Corporation's
profitability during 1997, the consummation of a successful licensing agreement
with Microsoft Corporation, and the executive officer's individual performance.
Stock Options. The Compensation Committee believes that long-term
incentive compensation, in the form of stock options, helps to align the
interests of management and stockholders and enables executives to develop a
long-term stock ownership in the Corporation. In addition to an executive's past
performance, the Corporation's desire to retain an individual is of paramount
importance in the determination of stock option grants.
When establishing stock option grant levels for executive officers, the
Compensation Committee considered the existing levels of stock ownership,
previous grants of stock options, vesting schedules of previously granted
options and the current stock price. Options granted in fiscal 1997 were granted
at an exercise price per share equal to the fair market value of the Common
Stock, as determined by the Compensation Committee. The Compensation Committee
reviews option grants to executive officers on an annual basis and considers the
level of outstanding options as a factor in its determinations with respect to
overall compensation for each of the executive officers. For additional
information regarding the grant of options, see the table under the heading
"Option Grants in Last Fiscal Year."
Other Benefits. The Corporation also has various broad-based employee
benefit plans. Executive officers participate in these plans on the same terms
as eligible, non-executive employees, subject to any legal limits on the amounts
that may be contributed or paid to executive officers under these plans. The
Corporation offers a stock purchase plan, under which employees may purchase
Common Stock at a discount, and a 401(k) plan, which allows employees to invest
in a wide array of funds on a pre-tax basis. The Corporation also maintains
insurance and other benefit plans for its employees.
Chief Executive Officer's Compensation. In 1997, the Corporation's
President and Chief Executive Officer, Roger W. Roberts, received salary
compensation of $200,000. The increase of Mr. Roberts salary from $165,000 to
$200,000 was based on an assessment of salaries believed by the Board of
Directors to be paid to chief executive officers at similar companies, as well
as an assessment of Mr. Roberts' qualifications, performance and expected
contributions to the Corporation's planned growth. Mr. Roberts also received a
cash bonus of $125,000 based on an assessment of the factors set forth in
"Incentive Compensation," above.
Tax Deductibility of Executive Compensation. In general, under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), the
Corporation cannot deduct, for federal income tax purposes, compensation in
excess of $1,000,000 paid to certain executive officers. This deduction
limitation does not apply, however, to compensation that constitutes "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
and the regulations promulgated thereunder. The Corporation has considered the
limitations on deductions imposed by Section 162(m) of the Code, and it is the
Corporation's present intention that, for so long as it is consistent with its
overall compensation objective, substantially all tax deductions attributable to
executive compensation will not be subject to the deduction limitations of
Section 162(m) of the Code.
RESPECTFULLY SUBMITTED BY
THE COMPENSATION COMMITTEE
Kevin R. Compton
Stephen M. Dow
<PAGE>
-15-
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Committee are Messrs. Compton and Dow. No member of the
Committee was at any time during the past year an officer or employee of the
Corporation or any of its subsidiaries, was formerly an officer of the
Corporation or any of its subsidiaries, or had any relationship with the
Corporation requiring disclosure herein.
During the last year, no executive officer of the Corporation served as (i)
a member of the compensation committee (or other committee of the Board of
Directors performing equivalent functions or, in the absence of any such
committee, the entire Board of Directors) of another entity, one of whose
executive officers served on the Compensation Committee of the Corporation, (ii)
a director of another entity, one of whose executive officers served on the
Compensation Committee of the Corporation, or (iii) a member of the compensation
committee (or other committee of the Board of Directors performing equivalent
functions or, in the absence of any such committee, the entire Board of
Directors) of another entity, one of whose executive officers served as a
director of the Corporation.
COMPENSATION OF DIRECTORS
Employee Directors do not receive cash compensation for their service as
members of the Board of Directors. Non-employee Directors receive a fee of
$1,500 for each meeting of the Board of Directors that they attend, $200 for
each meeting of the Board of Directors that they participate in via telephone,
and $500 for each committee meeting that they attend. Non-employee Directors
will be reimbursed for their reasonable out-of-pocket expenses incurred in
attending such meetings.
Non-employee directors are also eligible for participation in the 1995
Non-Employee Director Stock Option Plan. The 1995 Non-Employee Director Stock
Option Plan provides for the grant of options to purchase a maximum of 900,000
shares of Common Stock to non-employee directors of the Corporation. The 1995
Non-Employee Director Stock Option Plan authorizes the grant to each director
who is not an employee of the Corporation and who is first elected as a director
after the date of the Corporation's initial public offering, an option to
purchase 45,000 shares of Common Stock. Each non-employee director will also
receive, on each three-year anniversary of such director's first election to the
Board of Directors, an option to purchase 45,000 shares of Common Stock,
provided that such director has continuously served on the Board of Directors
during such three-year period. The exercise price per share for all options
granted under the 1995 Non-Employee Director Stock Option Plan will be equal to
100% of the fair market value per share of the Common Stock as of the date of
grant. As of the Record Date, 135,000 options had been granted under the 1995
Non-Employee Director Stock Option Plan, of which options for approximately
43,877 shares were then exercisable.
<PAGE>
-16-
STOCK PERFORMANCE GRAPH
The Stock Price Performance Graph set forth below compares the yearly
change in the cumulative total stockholder return on the Corporation's Common
Stock during the period from the Corporation's initial public offering on
December 8, 1995 through December 31, 1997, with the cumulative total return on
the Center for Research in Securities Prices Index for the Nasdaq Stock Market
National Market Index ("Nasdaq National Market Index") and the Prepackaged
Software (SIC Code 7372) Index ("Prepackaged Software Index"). The comparison
assumes $100 was invested on December 8, 1995 in the Corporation's Common Stock,
in the Nasdaq National Market Index and the Prepackaged Software Index and
assumes reinvestment of dividends, if any.
Comparison of Five Year/1/ Cumulative Total Return Among
Citrix Systems, Inc., Nasdaq National Market Index
and Prepackaged Software Index
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
December 8, December 31, December 31, December 31,
1995 1995 1996 1997
<S> <C> <C> <C> <C>
Citrix Systems, Inc. 100.00 108.33 520.88 1,013.33
Prepackaged Software 100.00 97.26 129.27 164.54
Nasdaq 100.00 99.63 123.81 151.45
</TABLE>
_____________
(1) Prior to December 8, 1995 the Corporation's Common Stock was not publicly
traded. Comparative data is provided only for the period since that date.
The stock price performance shown on the graph above is not necessarily
indicative of future price performance. Information used in the graph was
obtained from Media General Financial Services, Inc., a source believed to
be reliable, but the Corporation is not responsible for any errors or
omissions in such information.
<PAGE>
-17-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 9, 1997, the Corporation and Microsoft Corporation ("Microsoft"),
the beneficial owner of more than 5% of the outstanding Common Stock of the
Corporation, entered into a License, Development and Marketing Agreement (the
"Development Agreement") which provides for the licensing to Microsoft of
certain of the Corporation's multi-user software enhancements to Microsoft's
Windows NT Server and for the cooperation between the parties for the
development of future multi-user versions of Microsoft Windows NT Server, known
as Windows-based Terminal Server. The Development Agreement also provides for
each party to develop its own enhancements or "plug-ins" to the jointly
developed products which may provide access to the Development Agreement base
platform from a wide variety of computing devices, such as a Corporation
developed plug-in that implements the ICA protocol on the new platform, code-
named pICAsso. Pursuant to the terms of the Development Agreement, in May 1997,
the Corporation received an aggregate of $75 million as a non-refundable royalty
payment and for engineering and support services to be rendered by the
Corporation. Under the terms of the Development Agreement, the Corporation will
be eligible to receive royalty payments of up to an additional $100 million
based on Microsoft's release and shipment of certain versions of the
Windows-based Terminal Server.
Also, the Corporation is a party to other license and distribution
agreements with Microsoft, pursuant to which the Corporation has recognized
$7,789,000 of royalty expense in cost of goods sold during 1997. In connection
with these agreements, the Corporation had accrued royalties and other accounts
payable of $3,044,000 at December 31, 1997. In addition, Mr. Brown, a Director
of the Corporation, served in various positions at Microsoft from 1989 through
January 1998, including as Chief Financial Officer until July 30, 1997.
The Corporation has adopted a policy that all transactions between the
Corporation and its officers, directors, principal shareholders and their
affiliates shall be on terms no less favorable to the Corporation than could be
obtained by the Corporation from unrelated third parties, and shall be approved
by a majority of the outside independent and disinterested directors.
PROPOSAL 2
AMENDMENT OF THE CORPORATION'S
CERTIFICATE OF INCORPORATION
By a Board of Directors vote dated January 23, 1998, the Board of Directors
recommended to the stockholders that the Corporation amend the Corporation's
Amended and Restated Certificate of Incorporation, as amended (the "Certificate
of Incorporation"), to increase the number of authorized shares of Common Stock,
par value $.001 per share, from 60,000,000 to 150,000,000 shares. Shares of the
Corporation's Common Stock, including the additional shares proposed for
authorization, do not have preemptive or similar rights.
As of the Record Date, there were approximately 41,732,382 shares issued
and outstanding and approximately 17,009,767 shares reserved for future issuance
pursuant to outstanding options granted under the Corporation's stock plans. If
the amendment to the Certificate of Incorporation is approved, the Board of
Directors will have the authority to issue approximately 90,000,000 additional
shares of Common Stock without further stockholder approval. The Board of
Directors believes the authorized number of shares of Common Stock should be
increased to provide sufficient shares for such corporate purposes as may be
determined by the Board of Directors to be necessary or desirable. These
purposes may include, without limitation: acquiring other businesses in exchange
for shares of the Corporation's Common Stock; entering into collaborative
research and development arrangements with other companies in which Common Stock
or the right to acquire Common Stock are part of the consideration; facilitating
broader ownership of the Corporation's Common Stock by effecting a stock split
or issuing a stock dividend; raising capital through the sale of Common Stock;
and attracting and retaining valuable employees by the issuance of additional
stock options, including additional shares reserved for future option grants
<PAGE>
-18-
under the Corporation's existing stock plan. The Board of Directors considers
the authorization of additional shares of Common Stock advisable to ensure
prompt availability of shares for issuance should the occasion arise.
The issuance of additional shares of Common Stock could have the effect of
diluting earnings per share and book value per share, which could adversely
affect the Corporation's existing stockholders. In addition, the Corporation's
authorized but unissued shares of Common Stock could be used to make a change in
control of the Corporation more difficult or costly. Issuing additional shares
of Common Stock could have the effect of diluting stock ownership of the persons
seeking to obtain control of the Corporation. The Corporation is not aware,
however, of any pending or threatened efforts to obtain control of the
Corporation, and the Board of Directors has no current intention to use the
additional shares of Common Stock in order to impede a takeover attempt.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE APPROVAL OF THE AMENDMENT
TO THE CORPORATION'S CERTIFICATE OF INCORPORATION
SECTION 16 REPORTING
Section 16(a) of the Exchange Act, requires the Corporation's directors,
executive officers and holders of more than 10% of the Corporation's Common
Stock (collectively, "Reporting Persons") to file with the Commission initial
reports of ownership and reports of changes in ownership of Common Stock of the
Corporation. Such persons are required by regulations of the Commission to
furnish the Corporation with copies of all such filings. Based on its review of
the copies of such filings received by it with respect to the fiscal year ended
December 31, 1997 and written representations from certain Reporting Persons,
the Corporation believes that all Section 16(a) filing requirements were
complied with during the fiscal year ended December 31, 1997, except for the
following: Edward I. Iacobocci, Chairman of the Board, Vice PresidentStrategy &
Technology and Chief Technical Officer, filed a Form 5 for the year ended
December 31, 1997, two days late on February 19, 1998. Marc-Andre Boisseau,
Corporate Controller and Principal Accounting Officer, filed a Form 3 in October
1997, even though Mr. Boisseau became subject to Section 16 reporting
requirements on March 10, 1997. Mr. Boisseau also filed a Form 4 in November
1997 which reported transactions that took place in May 1997. Tyrone F. Pike, a
director, filed a Form 4 in December 1997 for a transactions which took place in
October 1997.
STOCKHOLDER PROPOSALS
Proposals of Stockholders intended for inclusion in the proxy statement to
be furnished to all Stockholders entitled to vote at the 1999 Annual Meeting of
Stockholders of the Corporation must be received at the Corporation's principal
executive offices between November 4, 1998 and December 4, 1998. In order to
curtail controversy as to the date on which a proposal was received by the
Corporation, it is suggested that proponents submit their proposals by Certified
Mail, Return Receipt Requested to Citrix Systems, Inc., 6400 N.W. 6th Way, Fort
Lauderdale, FL 33309, Attention: Secretary.
INDEPENDENT AUDITORS
The Board of Directors has retained the firm of Ernst & Young LLP ("Ernst &
Young"), independent certified public accountants, to serve as auditors for the
fiscal year ending December 31, 1998. Ernst & Young has served as the
Corporation's accountants since 1989. It is expected that a member of Ernst &
Young will be present at the meeting with the opportunity to make a statement if
so desired and will be available to respond to appropriate questions.
<PAGE>
-19-
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Corporation and,
in addition to soliciting stockholders by mail through its regular employees,
the Corporation may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Corporation
registered in the names of a nominee and, if so, will reimburse such banks,
brokers and other custodians, nominees and fiduciaries for their reasonable out-
of-pocket costs. Solicitation by officers and employees of the Corporation may
also be made of some stockholders in person or by mail, telephone or telegraph
following the original solicitation. The Corporation may retain a proxy
solicitation firm to assist in the solicitation of proxies. The Corporation will
bear all reasonable solicitation fees and expenses if such a proxy solicitation
firm is retained.
<PAGE>
P CITRIX SYSTEMS, INC.
R
O PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
X
Y MAY 14, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Citrix Systems, Inc., a Delaware corporation
(the "Corporation"), hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement, each dated April 3, 1998 and hereby
appoints Roger W. Roberts and James J. Felcyn, Jr., and each of them, proxies
and attorneys-in-fact, with full power to each of substitution, on behalf and in
the name of the undersigned, to represent the undersigned at the Annual Meeting
of Stockholders of the Corporation to be held at DoubleTree Guest Suites, 555
N.W. 62nd Street, Fort Lauderdale, Florida 33309 on May 14, 1998 at 10:00 a.m.,
local time, and at any adjournment or adjournments thereof, and to vote all
shares of Common Stock which the undersigned would be entitled to vote if then
and there personally present, on the matters set forth on the reverse side.
SEE REVERSE SIDE
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED "FOR" THE ELECTION OF DIRECTORS AND "FOR" THE
PROPOSAL IN ITEMS 2 AND 3.
1. To elect three members to the Board of Directors to serve for three year
terms as Class III Directors:
Nominees:
Kevin R. Compton
Stephen M. Dow
Mark B. Templeton
[_] FOR [_] WITHHELD
_____________________________
For all nominees except as noted above
2. To approve an amendment to the Corporation's Amended and Restated Certificate
of Incorporation, as amended, increasing from 60,000,000 to 150,000,000 the
number of authorized shares of Common Stock, par value $.001 per share, of
the Corporation.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To transact such other business as may
properly come before the meeting and
any adjournment thereof.
[_] FOR [_] AGAINST [_] ABSTAIN
[_] MARK HERE FOR ADDRESS
CHANGE AND NOTE BELOW
_________________________________
_________________________________
[_] MARK HERE IF YOU PLAN
TO ATTEND THE MEETING
(This Proxy should be marked, dated and signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
__________________________________
Signature Date
__________________________________
Signature Date
