Registration
No. 333-
As filed with the Securities and Exchange
Commission on March 1, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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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72-2275152
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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
(Address of principal executive offices) (Zip code)
Wrike, Inc. Amended and Restated 2013 Stock Plan
Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan
(Full title of the plans)
Antonio G. Gomes
Executive Vice President, Chief Legal Officer and Secretary
Citrix Systems, Inc.
851
West Cypress Creek Road
Fort Lauderdale, Florida 33309
(Name and address of agent for service)
(954) 267-3000
(Telephone Number, Including area code, of Agent for Service)
Copy to:
Stuart M.
Cable, Esq.
Lisa R. Haddad, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, Massachusetts 02210
Tel: (617) 570-1000
Fax: (617) 523-1231
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. (Check one):
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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 Securities
to be Registered
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Amount
to be
Registered (4)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $.001 par value (1)
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180,003
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$ 5.765 (5)
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$ 1,037,717.30
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$113.22
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Common Stock, $.001 par value (2)
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346,110
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$42.882 (6)
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$14,841,889.02
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$1,619.26
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Common Stock, $.001 par value (3)
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352,548
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$135.64 (7)
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$47,819,610.72
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$5,217.12
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Total
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878,661
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$6,949.60
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(1)
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Pursuant to an Agreement and Plan of Merger, dated as of January 16, 2021 (the Wrike Merger
Agreement), by and among Citrix Systems, Inc. (the Registrant), Wrangler Topco, LLC (Wrangler), Wallaby Merger Sub, LLC (Merger Sub) and Vista Equity Partners Management, LLC, the Registrant assumed each
outstanding option under the Wrike, Inc. Amended and Restated 2013 Stock Plan (the Wrike Plan). Effective February 26, 2021, the options issued under the Wrike Plan and assumed by the Registrant pursuant to the Wrike Merger
Agreement are exercisable for up to 180,003 shares of the Registrants common stock.
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(2)
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Pursuant to the Wrike Merger Agreement, the Registrant assumed each outstanding option under the Wrangler
Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan (the Wrangler Plan). Effective February 26, 2021, the options issued under the Wrangler Plan and assumed by the Registrant pursuant to the Wrike Merger Agreement are
exercisable for up to 346,110 shares of the Registrants common stock.
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(3)
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Pursuant to the Wrike Merger Agreement, the Registrant assumed the Wrangler Plan. Effective February 26,
2021, an additional 352,548 shares of the Registrants common stock were reserved and authorized for issuance under the terms of the Wrangler Plan.
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(4)
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This Registration Statement shall also cover any additional shares of common stock which become issuable under
the Wrike Plan and the Wrangler Plan, as applicable, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the
outstanding shares of common stock of the Registrant.
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(5)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) of the
Securities Act, and is based on the weighted average exercise price for such options under the Wrike Plan, which was $5.765 per share.
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(6)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) of the
Securities Act, and is based on the weighted average exercise price for such options under the Wrangler Plan, which was $48.882 per share.
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(7)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h)(1) and
457(c) under the Securities Act, and based upon the average of the high and low prices of the common stock reported on the Nasdaq Global Select Market on February 26, 2021.
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