-----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, UvuitARA/yZ5km49AWPW5yTUa1e3AMBHmF9IATpVR31sgxTvOUJvFlBDYT8+EuZ4 y4FgEPWRSenSje54SGO9tA== 0001157523-07-010033.txt : 20071022 0001157523-07-010033.hdr.sgml : 20071022 20071022083114 ACCESSION NUMBER: 0001157523-07-010033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071019 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071022 DATE AS OF CHANGE: 20071022 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: 071182242 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 a5523551.txt CITRIX SYSTEMS, INC. 8-K 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) October 22, 2007 (October 19, 2007) Citrix Systems, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-27084 75-2275152 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer 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)) 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 ----------- ----------- 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 - ----------- ----------- 99.1 Press release, dated October 22, 2007, of Citrix Systems, Inc. EX-99.1 2 a5523551ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Citrix Completes Acquisition of XenSource LAS VEGAS--(BUSINESS WIRE)--Oct. 22, 2007--Today at Citrix iForum(TM), the world's largest application delivery conference and expo, Citrix Systems, Inc. (Nasdaq: CTXS) announced it has completed the acquisition of XenSource, Inc., a privately held leader in enterprise-grade virtual infrastructure solutions. The purchase price for the transaction was approximately $500 million payable in a combination of cash and Citrix common stock. This acquisition moves Citrix, a pioneer in the application virtualization market, into adjacent server and desktop virtualization markets -- expected by Citrix to grow to nearly $5 billion over the next four years. By acquiring XenSource, Citrix is now the only company to offer organizations an end-to-end application delivery infrastructure that leverages the method of application, desktop and server virtualization best suited for the dynamic delivery of applications to any user (see today's separate press release on the company's enhanced virtualization strategy). As previously announced on Aug. 15 upon close of the acquisition the XenSource team and products will form the core of the new Virtualization & Management Division of Citrix dedicated to building and growing these important new businesses. Peter Levine, XenSource, CEO, will lead the new division, reporting directly to Mark Templeton, Citrix president and CEO. Under Peter's leadership, this new division will oversee Citrix's businesses in server virtualization and application delivery management solutions as part of the company's overall application delivery infrastructure strategy. Citrix also reiterated its commitment to maintaining and growing support for the independent Xen open source community which develops the underlying virtualization engine used by many commercial products throughout the industry, including those from XenSource. The Xen project, which includes significant contributions from companies like Intel, AMD, HP, IBM and Dell, is led by XenSource co-founder, and new Citrix employee, Ian Pratt. Since news of the acquisition, XenSource has worked with the key contributors to the Xen project to develop procedures for independent oversight of the project, ensuring that it continues to operate with full transparency, fairness and vendor neutrality. Citrix agrees these principles are critical to the continued role of Xen as a freely available open source industry standard for virtualization. "The XenSource products, team and culture are a great addition to the Citrix family," said Mark Templeton, president and chief executive officer for Citrix. "The combination of Citrix and XenSource brings together application, desktop and server virtualization to deliver more innovation, choice and flexibility to the market, including our installed base of more than 200,000 customers worldwide. As application delivery becomes a top issue for IT and the world becomes more dynamic, we find it important to be sure we are providing customers the most cutting-edge technologies out there." About iForum 07 - The App Delivery Expo Now in its tenth year, the Citrix App Delivery Expo is the industry's largest conference focused entirely on application delivery infrastructure, bringing together thousands of business leaders, IT managers and technology leaders from around the world. Application delivery infrastructure best practices will be highlighted in more than 60 sessions, including keynotes and general sessions from analysts at Gartner, Forrester, IDC and Yankee Group, as well as industry leaders like Accenture, Dell, Microsoft, HP, IBM, Intel, Oracle and SAP. The conference also features 15 enterprise customer presentations, vendor exhibits, technology labs, hands-on technical workshops, panel discussions, and product demonstrations. The event will present thought leaders and cutting-edge technology behind some of the hottest trends in the market, including virtualization, desktop delivery and application networking. Held at the Mandalay Bay Resort and Casino in Las Vegas, NV, from October 22-25, 2007, the Citrix App Delivery Expo will also feature keynotes by Citrix executives including Mark Templeton, president and CEO. More information is available at http://www.citrixiforum.com. About Citrix Citrix Systems, Inc. (Nasdaq:CTXS) is the global leader and the most trusted name in application delivery infrastructure. More than 200,000 organizations worldwide rely on Citrix to deliver any application to users anywhere with the best performance, highest security and lowest cost. Citrix customers include 100% of the Fortune 100 companies and 99% of the Fortune Global 500, as well as hundreds of thousands of small businesses and prosumers. Citrix has approximately 6,200 channel and alliance partners in more than 100 countries. Annual revenue in 2006 was $1.1 billion. For Citrix Investors This release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements, including statements regarding the integration of XenSource and its products with Citrix, XenSource products and Citrix's strategies and future plans 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 products, their development, integration and distribution, product demand and pipeline, customer acceptance of new products, economic and competitive factors, Citrix's key strategic relationships, acquisition and related integration risks as well as other risks detailed in Citrix'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) and Citrix iForum(TM) are trademarks of Citrix Systems, Inc. and/or one or more of its subsidiaries, and may be registered in the U.S. Patent and Trademark Office and in other countries. All other trademarks and registered trademarks are property of their respective owners. CONTACT: Citrix Systems, Inc. Julie Geer, 408-790-8543 julie.geer@citrix.com or A&R Edelman Justine Troy, 917-204-4843 jtroy@ar-edelman.com -----END PRIVACY-ENHANCED MESSAGE-----