UNITED STATES
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) October 22, 2007
(October 19, 2007)
Citrix Systems, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-27084 75-2275152
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(Commission File Number) (IRS Employer Identification No.)
851 West Cypress Creek Road, Ft. Lauderdale, Florida 33309
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(Address of Principal Executive Offices) (Zip Code)
(954) 267-3000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 2--Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 19, 2007, Citrix Systems, Inc., a Delaware corporation
("Citrix"), completed its previously announced acquisition of XenSource, Inc., a
privately held Delaware corporation headquartered in Palo Alto, California
("XenSource"), pursuant to an Agreement and Plan of Merger and Reorganization,
dated as of August 14, 2007 and as amended on September 20, 2007, by and among
Citrix, PVA Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of Citrix, PVA Acquisition LLC, a Delaware limited liability company
and a wholly owned subsidiary of Citrix, XenSource, and John G. Connors, as
stockholder representative (the "Merger Agreement"). The purchase price was
approximately $500 million payable in a combination of cash and Citrix common
stock, which includes the assumption of approximately $106 million in unvested
stock options. For purposes of the Merger Agreement, the stock consideration is
based on a per share value for Citrix's common stock of $36.18. $62.5 million of
the purchase price was placed in escrow as security for the indemnity
obligations under the Merger Agreement. The purchase price was determined in
arms length negotiations between Citrix and XenSource.
The Sevin Rosen funds, a venture capital firm, was a stockholder in
XenSource. Steve Dow, a director of Citrix, is a general partner of the Sevin
Rosen funds and did not directly hold any interest in XenSource. Although the
Sevin Rosen funds were represented on the Board of Directors of XenSource, Mr.
Dow was not a director of XenSource. The Merger provided a return to all general
partners of the firm, including Mr. Dow. Subject to certain assumptions, Citrix
currently estimates that the potential allocation to Mr. Dow through the general
partner entities of the Sevin Rosen funds related to the Merger is approximately
$1.9 million. Mr. Dow has been on the Citrix Board of Directors since 1989 and
currently owns 262,349 shares of Citrix common stock. Mr. Dow did not attend the
meeting at which the Citrix Board approved the transaction and recused himself
from the vote to approve the transaction. Consistent with Citrix's policies and
the charter of the Nominating and Corporate Governance Committee of Citrix's
Board of Directors, the Merger was reviewed and approved by the Nominating and
Corporate Governance Committee. There are no material relationships among Citrix
and XenSource or any of their respective affiliates or any of the parties to the
Merger Agreement and related agreements, other than in respect of such
agreements themselves and as disclosed in this Current Report on Form 8-K.
The foregoing description of the transaction does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Merger Agreement.
Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be
filed by amendment within 71 calendar days after the date upon which
this report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form
8-K will be filed by amendment within 71 calendar days after the date
upon which this report on Form 8-K must be filed.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release, dated October 22, 2007, of Citrix
Systems, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CITRIX SYSTEMS, INC.
October 22, 2007
By: /s/ David J. Henshall
David J. Henshall
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated October 22, 2007, of Citrix
Systems, Inc.