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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): February 5, 1998
Citrix Systems, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware 0-27084 75-2275152
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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6400 N.W. 6th Way
Fort Lauderdale, Florida 33309
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(Address of Principal Executive (Zip Code)
Offices)
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Registrant's telephone number, including area code: (954) 267-3000
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Item 5. Other Events.
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Acquisition of Assets
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On February 5, 1998, Citrix Systems, Inc. (the "Company") and its wholly-
owned subsidiary Citrix Systems UK Limited ("Citrix UK"), completed its
acquisition of certain software technologies and assets of Insignia
Solutions, plc ("Insignia"), including Macintosh and UNIX ICA(R)-based
clients, X.11 driver technology, Keoke technology, and all modifications
and technology enhancements to WinFrame(R) thin-client/server software
marketed under Insignia's NTRIGUE brand name, and agreed to employ certain
members of Insignia's development team, who have joined the Company at its
new research and development center in High Wycombe, England.
The aggregate purchase price for the transaction was approximately U.S.
$17.5 million and the acquisition will be accounted for by the Company
as a purchase. A substantial portion of the purchase price is expected to
be allocated by the Company to purchased in-process research and
development for which the Company expects to incur a one-time charge to its
operations, amounting to approximately U.S. $16 million, in the quarter
ending March 31, 1998.
Forward-looking statements in this Form 8-K report are made pursuant to the
safe harbor provisions of Section 21E of the Securities Exchange Act of
1934. Investors are cautioned that statements in this report which are not
strictly historical statements, including, without limitation, statements
regarding current or future financial performance, management's plans and
objectives for future operations, product plans and performance,
management's assessment of market factors, as well as statements regarding
the strategy and plans of the Company and its strategic partners,
constitute forward-looking statements which involve risks and
uncertainties, including, without limitation, the successful and timely
development, integration and introduction of the former Insignia technology
into the Company's existing or future products, market acceptance of the
Company's new or enhanced products; and the impact of competitive products
and pricing, in addition to risks associated with the Company's reliance
upon its strategic relationships with Microsoft and other strategic
partners, dependence upon broad-based acceptance of the Company's ICA
protocol, management of growth, the possibility of undetected software
errors, and dependence on proprietary technology.
Stock Split
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The Registrant effected a three-for-two stock split in the form of a one-
for-two stock dividend on February 20, 1998, which stock split was paid in
the form of a dividend to stockholders of record of the Registrant as of
February 12, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
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Exhibit No. Description
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99 Press release of the Company dated January 12, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned authorized officer.
CITRIX SYSTEMS, INC.
February 20, 1998
*By: /s/ James J. Felcyn, Jr.
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James J. Felcyn, Jr.
Vice President - Finance and
Administration, Chief Financial
Officer
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EXHIBIT INDEX
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Page Number in
Sequentially
Exhibit No. Description Numbered Copy
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99 Press release of the Company dated January 12, 1998
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Exhibit No. 99
Citrix Purchases Additional Technologies
New Technologies to Enhance Citrix Thin-Client/Server Products and Advance
Strategy for Enterprise Application Deployment
FORT LAUDERDALE, Fla. -- January 12, 1998 --
Citrix Systems, Inc. (Nasdaq:CTXS) today announced it has signed a definitive
agreement to acquire certain software technologies and assets of Insignia
Solutions (Nasdaq:INSGY), including Macintosh and UNIX ICA(R)-based clients,
X.11 driver technology, Keoke technology, and all modifications and technology
enhancements to WinFrame(R) thin-client/server software marketed under
Insignia's NTRIGUE brand name, as well as transfer engineering resources
necessary for ongoing product development. The transaction, which is subject to
customary closing conditions, is expected to close later this month.
Today's announcement advances Citrix's strategy for delivering universal access
to Windows-based applications-- regardless of client hardware, operating
platform or network connection. The acquisition of Insignia's technologies will
provide a basis for further expanding Citrix's own ICA-based client offerings to
include additional, non-Intel device platforms such as Macintosh computers and
UNIX workstations.
"The technologies we will be purchasing will provide a basis for enhancing the
capabilities of our thin-client/server software products, making it easier for
customers to extend the reach of Windows-based applications to any type of
client device," said Roger W. Roberts, President and CEO of Citrix. "This is an
important milestone for our cross-platform client strategy, and it further
strengthens our ability to enhance key thin-client/server technologies, such as
our ICA protocol."
The aggregate purchase price is approximately U.S. $17.5 million and the
acquisition will be accounted for as a purchase. A substantial portion of the
purchase price is expected to be allocated to purchased in-process research and
development for which the company expects to incur a one-time charge to its
operations, amounting to approximately U.S. $16 million, in the quarter ending
March 31, 1998.
Pricing, packaging and availability of new products and enhancements based upon
former Insignia technologies will be announced at a later date. Approximately
one-half of the Insignia development team will join Citrix at the company's new
research and development center in High Wycombe, England. Citrix intends to
provide Insignia NTRIGUE customers a migration path to its current WinFrame
software as well as its thin-client/server software for the Windows NT Server
4.0 environment, currently code-named "pICAsso."
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About Citrix
Founded in 1989, Citrix Systems, Inc. is a leader in system software for thin-
client/server computing. The WinFrame(R) product line and Independent Computing
Architecture (ICA(R)) thin-client/server technology are marketed through a
worldwide business alliance of value-added resellers, system integrators, OEM
licensees and industry associates. Citrix is based in Fort Lauderdale, Fla. and
is traded on the Nasdaq National Market under the symbol CTXS. For more
information, please visit the Citrix website at http://www.citrix.com.
Forward-looking statements in this release are made pursuant to the safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934. Investors are
cautioned that statements in this press release which are not strictly
historical statements, including, without limitation, statements regarding
current or future financial performance, management's plans and objectives for
future operations, product plans and performance, management's assessment of
market factors, as well as statements regarding the strategy and plans of the
company and its strategic partners, constitute forward-looking statements which
involve risks and uncertainties, including, without limitation, the successful
and timely development, integration and introduction of the Insignia Solutions'
technology into the Company's existing or future products, market acceptance of
the Company's new or enhanced products; and the impact of competitive products
and pricing, in addition to risks associated with the company's reliance upon
its strategic relationships with Microsoft and other strategic partners,
dependence upon broad-based acceptance of the company's ICA protocol, management
of growth, the possibility of undetected software errors, and dependence on
proprietary technology. For a more detailed description of the risk factors
associated with the company, please refer to the company's 1996 Form 10-K and
its Form 10-Q for the quarter ended September 30, 1997 filed with the Securities
and Exchange Commission.
