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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 22, 1999
Citrix Systems, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27084 75-2275152
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6400 N.W. 6th Way
Fort Lauderdale, Florida 33309
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 267-3000
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Item 5. Other Events.
On March 22, 1999, Citrix Systems, Inc. ("Citrix") consummated the private
placement of $850 million aggregate principal amount at maturity (plus, at the
option of the initial purchaser, up to an additional $280 million principal
amount at maturity) of its Zero Coupon Convertible Subordinated Debentures Due
2019 (the "Debentures") pursuant to Section 4(2) of the Securities Act of 1933
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(the "Securities Act").
The Debentures have not been registered under the Securities Act.
Accordingly, the Debentures may not be offered or sold in the United States or
to U.S. persons absent registration or an applicable exemption from registration
under the Securities Act.
Citrix's press releases issued in connection with the sale of the Debentures
are filed as Exhibits 99.1, 99.2 and 99.3 to this Report and are incorporated
herein by this reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired -- Not Applicable.
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(b) Pro Forma Financial Information -- Not Applicable.
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(c) Exhibits.
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Exhibit No. Description
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99.1 Press release dated as of March 10, 1999.
99.2 Press release dated as of March 17, 1999.
99.2 Press release dated as of March 23, 1999.
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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 hereunto duly authorized.
CITRIX SYSTEMS, INC.
Dated: March 24, 1999 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
Exhibit No. Description
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99.1 Press release dated as of March 10, 1999.
99.2 Press release dated as of March 17, 1999.
99.2 Press release dated as of March 23, 1999.
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Exhibit 99.1
For further information, contact:
At Citrix: At the Financial Relations Board:
Scott Davidson (954) 267-2388 Julie Creed (312) 640-6724
Citrix Systems Announces Offering of Convertible Subordinated Notes
Fort Lauderdale, Florida - March 10, 1999 - Citrix Systems, Inc. (NASDAQ
NMS: CTXS) today announced that it intends, subject to market and other
conditions, to raise approximately $300 million ($400 million, if the option
granted to the initial purchaser is exercised in full) through an offering of
convertible subordinated notes to qualified institutional investors.
The company stated that it intends to use the net proceeds of the offering for
working capital and other general corporate purposes.
This news release does not constitute an offer to sell or the solicitation of an
offer to buy the securities. Any offers of the securities will be made only by
means of a private offering memorandum. The securities to be offered will not be
registered under the Securities Act of 1933 or applicable state securities laws,
and may not be offered or sold in the United States absent registration under
the Securities Act and applicable state securities laws or available exemption
from such registration requirements.
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Exhibit 99.2
For further information, contact:
At Citrix: At the Financial Relations Board:
Scott Davidson (954) 267-2388 Julie Creed (312) 640-6724
Citrix Systems, Inc. Announces That It Has Agreed To Sell Its Zero Coupon
Convertible Subordinated Debentures
Fort Lauderdale, Florida - March 17, 1999 - Citrix Systems, Inc. (NASDAQ
NMS: CTXS) today announced that it has agreed to sell its zero coupon
convertible subordinated debentures in a private placement. The zero coupon
convertible subordinated debentures were priced with a yield to maturity of 5.25
percent and will result in gross proceeds to the Company of approximately $300
million to $400 million
The company stated that it intends to use the net proceeds of the placement for
working capital and other general corporate purposes.
This news release does not constitute an offer to sell or the solicitation of an
offer to buy the securities. Any offers of the securities will be made only by
means of a private placement memorandum. The securities to be offered will not
be registered under the Securities Act of 1933 or applicable state securities
laws, and may not be offered or sold in the United States absent registration
under the Securities Act and applicable state securities laws or available
exemption from such registration requirements.
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Exhibit 99.3
For further information, contact:
At Citrix: At the Financial Relations Board:
Scott Davidson (954) 267-2388 Julie Creed (312) 640-6724
Citrix Systems, Inc. Announces Sale of Zero Coupon Convertible Subordinated
Debentures
Fort Lauderdale, Florida - March 23, 1999 - Citrix Systems, Inc. (NASDAQ NMS:
CTXS) today announced that it has sold its zero coupon convertible subordinated
debentures in a private placement. The zero coupon convertible subordinated
debentures were priced with a yield to maturity of 5.25 percent and resulted in
proceeds to the Company of approximately $292.5 million.
The company stated that it intends to use the net proceeds of the placement for
working capital and other general corporate purposes.
This news release does not constitute an offer to sell or the solicitation of an
offer to buy the securities. Any offers of the securities will be made only by
means of a private placement memorandum. The securities to be offered will not
be registered under the Securities Act of 1933 or applicable state securities
laws, and may not be offered or sold in the United States absent registration
under the Securities Act and applicable state securities laws or available
exemption from such registration requirements.
