As filed with the Securities and Exchange Commission on October 30, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CITRIX SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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75-2275152
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(954) 267-3000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Antonio G. Gomes
Executive
Vice President, Chief Legal Officer and Secretary
Citrix Systems, Inc.
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(954) 267-3000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Pran
Jha, Esq.
Robert A. Ryan, Esq.
Sidley Austin LLP
787
Seventh Avenue
New York, NY 10019
(212) 839-5300
Approximate date of
commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered(1)(2)
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Unit(1)
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee(1)
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Debt Securities(3)
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Common Stock(3)(4)
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Preferred Stock(3)(4)
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Depositary Shares(3)(5)
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Warrants(6)
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Stock Purchase Contracts(7)
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Stock Purchase Units(8)
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(1)
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An indeterminate aggregate initial offering price and number or amount of the securities of each identified
class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or
exchangeable securities. In reliance on and in accordance with Rules 456(b) and 457(r), Citrix Systems, Inc. (the Registrant) is deferring payment of all of the registration fee.
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(2)
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The securities registered under this registration statement may be sold separately, together or as units with
other securities registered under this registration statement and may include hybrid securities consisting of a combination of features of any of the securities listed in the table.
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(3)
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Debt securities, common stock, preferred stock and depositary shares, as may be issuable upon conversion or
redemption of debt securities, preferred stock or depositary shares, as the case may be, or upon the exercise of warrants, in each case registered under this registration statement.
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(4)
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Common stock and preferred stock may be issued by the Registrant upon settlement of the stock purchase contracts
or stock purchase units of the Registrant, in each case registered under this registration statement.
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(5)
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Depositary shares will be evidenced by depositary receipts issued pursuant to a deposit agreement. In the event
the Registrant elects to offer to the public fractional interests in shares of preferred stock registered under this registration statement, depositary receipts will be distributed to those persons purchasing such fractional interests and the shares
of preferred stock will be issued to the depositary under the applicable deposit agreement.
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(6)
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Warrants may represent rights to purchase debt securities, common stock or preferred stock, in each case
registered under this registration statement.
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(7)
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Stock purchase contracts may be issued separately or as stock purchase units.
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(8)
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Stock purchase units may consist of a stock purchase contract and debt securities or preferred stock, in each
case registered under this registration statement or debt obligations of third parties, including U.S. treasury securities, securing the holders obligations to purchase common stock or preferred stock under the stock purchase contracts.
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