-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, StAEC2Sp62r8SANteIewwQ/NOFHVNoNiYlfRuoP0fXqIQqdXgghJXR7VT+nMc5fV IJkNUZ3fRkaq4P4BbRo5PQ== 0001157523-05-001585.txt : 20050217 0001157523-05-001585.hdr.sgml : 20050217 20050217161236 ACCESSION NUMBER: 0001157523-05-001585 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050217 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050217 DATE AS OF CHANGE: 20050217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITRIX SYSTEMS INC CENTRAL INDEX KEY: 0000877890 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752275152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27084 FILM NUMBER: 05624325 BUSINESS ADDRESS: STREET 1: 851 WEST CYPRESS CREEK ROAD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9542673000 MAIL ADDRESS: STREET 1: 851 WEST CYPRESS CREEK ROAD CITY: FL LAUDERDALE STATE: FL ZIP: 33309 8-K 1 a4825661.txt CITRIX SYSTEMS INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- 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 17, 2005 ----------------- Citrix Systems, Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 0-27084 75-2275152 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 851 West Cypress Creek Road, Ft. Lauderdale, Florida 33309 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (954) 267-3000 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - ------------------------------------------------------------------------------- (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)) INFORMATION TO BE INCLUDED IN THE REPORT Section 5 Corporate Governance and Management Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. The Registrant issued a press release on February 17, 2005, a copy of which is attached as Exhibit 99.1 to this report and incorporated herein by this reference, in which it announced the election on February 17, 2005 of Godfrey R. Sullivan, Jr., president and chief executive officer for Hyperion Solutions Corp., and Murray J. Demo, senior vice president and chief financial officer for Adobe Systems, Inc., to the Board of Directors, and the resignation on such date of Kevin R. Compton and Tyrone F. Pike from the Board of Directors. Mr. Demo was appointed to each of the Audit, Finance and Nominating and Corporate Governance Committees, and Mr. Sullivan was appointed to each of the Compensation and the Nominating and Corporate Governance Committees. In addition, on February 17, 2005, the Board of Directors elected Thomas F. Bogan as the Chairman of the Board of Directors, replacing Stephen M. Dow, such change to take effect immediately following the Company's annual meeting of stockholders on May 5, 2005. Following that date, Mr. Dow will remain as a member of the board of directors and continue to serve as chairman of the Nominating and Corporate Governance Committee. Section 9--Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Citrix Press Release, issued February 17, 2005. -2- 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. February 17, 2005 By:/s/ David J. Henshall ------------------------------------------------ David J. Henshall Vice President and Chief Financial Officer -3- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Citrix Press Release, issued February 17, 2005. -4- EX-99.1 2 a4825661ex991.txt EXHIBIT 99.1 Exhibit 99.1 Citrix Appoints New Directors; Adobe CFO Murray Demo and Hyperion CEO Godfrey Sullivan Join Citrix Board of Directors FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Feb. 17, 2005--Citrix Systems, Inc. (Nasdaq:CTXS), the global leader in access infrastructure solutions, today announced the appointment of two new directors to its board of directors effective immediately -- Murray Demo, senior vice president and chief financial officer for Adobe Systems, Inc. (Nasdaq:ADBE), and Godfrey Sullivan, president and chief executive officer for Hyperion Solutions Corp. (Nasdaq:HYSL). Additionally, Citrix announced that Tom Bogan, a current board member and the former president and chief financial officer of Rational Software, will become chairman of the Citrix board effective May 5, 2005. Demo, Adobe's chief financial officer since June 2000, has worldwide responsibility for corporate accounting, financial planning and analysis, treasury, internal audit, investor relations, manufacturing, purchasing, information systems and other traditional CFO responsibilities. During his tenure, Adobe has achieved record financial performance and become one of the world's largest, most diversified software companies. Prior to joining Adobe in 1996, Demo was director of finance for Miller Freeman, Inc., a division of United Business Media, in London. Sullivan has served as president and chief executive officer of Hyperion since 2004, having joined the company as president and chief operating officer in 2001. As CEO, Sullivan oversees all aspects of Hyperion's business. Prior to joining Hyperion, Sullivan spent several years in senior executive roles at Autodesk and Apple Computer. "We are very excited to have such experienced and high caliber executives joining the Citrix board," said Mark Templeton, president and chief executive officer for Citrix. "Godfrey and Murray both bring deep operational and financial experience from the software industry to our board and will help guide our strategy to build and lead the access infrastructure market." Demo and Sullivan will replace Kevin Compton and Tyrone Pike, long-time board members who have decided to retire from the Citrix board. Compton has served as a board member since 1991, and Pike has served since 1993. "Kevin and Tyrone have been with Citrix since nearly the very beginning, and have been instrumental in helping the company through its years of early development and hyper growth. On behalf of everyone at Citrix, I thank them for their enormous dedication and contributions. We wish them the very best," Templeton said. Stephen Dow, who has served as chairman of the board since May 2002, will continue to serve as chairman until May 5, 2005. Following that date, Dow will remain as a member of the board of directors and serve as chairman of the Nominating and Corporate Governance Committee. Citrix's board of directors now includes: Thomas Bogan, former president and chief operating officer, Rational Software; Murray Demo, chief financial officer, Adobe; Stephen Dow, general partner, Sevin Rosen Funds; Gary Morin, executive vice president and chief financial officer, Lexmark; Godfrey Sullivan, president and chief executive officer, Hyperion; Mark Templeton, president and chief executive officer, Citrix Systems; and John White, former chief information officer, Compaq. Demo will serve on the Audit Committee and Finance Committee, and Sullivan will serve on the Compensation Committee. Both will serve on the Nominating and Corporate Governance Committee. About Citrix Citrix Systems, Inc. (Nasdaq:CTXS) is the global leader in access infrastructure solutions and the most trusted name in secure access for companies of all sizes. More than 160,000 organizations around the world use Citrix every day. Our software gives people secure and well-managed access to business information wherever it lives--on demand. Citrix customers include 100% of the Fortune 100 companies, 99% of the Fortune 500, and 97% of the Fortune Global 500. Based in Fort Lauderdale, Florida, Citrix has offices in 22 countries, and approximately 7,000 channel and alliance partners in more than 100 countries. For more information visit http://www.citrix.com. For Citrix Investors This release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release do not constitute guarantees of future performance. Those statements involve a number of factors that could cause actual results to differ materially, including risks associated with the company's business involving the company's products, their development and distribution, economic and competitive factors and the company's key strategic relationships and other risks detailed in the company's filings with the Securities and Exchange Commission. Citrix assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein. Citrix(R) is a registered trademark of Citrix Systems, Inc. in the U.S. and other countries. All other trademarks and registered trademarks are property of their respective owners. CONTACT: Citrix Systems, Inc., Fort Lauderdale Media inquiries: Eric Armstrong, 954-267-2977 eric.armstrong@citrix.com or Investor inquiries: Jeff Lilly, 954-267-2886 jeff.lilly@citrix.com -----END PRIVACY-ENHANCED MESSAGE-----