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): June 30, 1998
Citrix Systems, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27084 75-2275152
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6400 N.W. 6th Way
Fort Lauderdale, Florida 33309
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 267-3000
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Item 2. Acquisition or Disposition of Assets.
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On June 30, 1998, Citrix Systems, Inc. (the "Company") completed its
acquisition of all of the outstanding securities of APM Ltd. ("APM"), a
company organized under the laws of England. APM, based in Cambridge,
England, is engaged in consulting and development of application
deployment, management and security products for Java. The Company
intends to integrate the businesses of APM with the Company's existing
operations.
The transaction was valued at approximately US $41 million. The Company
paid cash of approximately US $39 million and assumed net liabilities
and transaction costs of approximately US $2 million. A substantial
portion of the purchase price was allocated by the Company to in-
process research and development for which the Company incurred a one-
time charge to its operations, amounting to approximately US $34
million, in the quarter ended June 30, 1998. The source of the funds
used in this acquisition was the Company's working capital, and this
acquisition was accounted for by the Company as a purchase. The
purchase price and terms for the transaction were determined in arms-
length negotiations.
Forward-looking statements in this report are made pursuant to the safe
harbor provisions of Section 21E of the Securities Exchange Act of
1934. Investors are cautioned that statements in this press report
which are not strictly historical statements, including, without
limitation, statements regarding current or future financial
performance, management's plans and objectives for future operations,
product plans and performance, management's assessment of market
factors, as well as statements regarding the strategy and plans of the
Company and its strategic partners, constitute forward-looking
statements which involve risks and uncertainties, including, without
limitation, the successful and timely integration of APM into the
Company and the Company's existing or future products, market
acceptance of the Company's new or enhanced products, and the impact of
competitive products and pricing, in addition to risks associated with
the Company's reliance upon its strategic relationships with Microsoft
and other strategic partners, dependence upon broad-based acceptance of
the Company's ICA protocol, management of growth, the possibility of
undetected software errors, and dependence on proprietary technology.
For a more detailed description of the risk factors associated with the
Company, please refer to the Company's 1997 Form 10-K and its Form 10-Q
for the quarter ended March 31, 1998 filed with the Securities and
Exchange Commission.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired: None required.
(b) Pro Forma Financial Information: None required.
(c) Exhibits:
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Exhibit No. Description
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2.1 Agreement and Undertaking by and among the Non-Executive
Directors of APM Limited, the Executive Directors of APM
Limited, and Citrix Systems, Inc. (the "Agreement and
Undertaking").*
2.2 Recommended Offers by Citrix Systems, Inc. for APM
Limited (the "Offer Document").*
* The exhibits to the Agreement and Undertaking and Offer Document are
not being filed herewith. The Agreement and Undertaking and Offer Document filed
herewith contain a list briefly identifying the contents of all exhibits to such
documents. The Company undertakes to furnish supplementally a copy of any
omitted exhibit to the Commission upon request. Pursuant to Item 601(b)(2) of
Regulation S-K, set forth below is a list of the omitted exhibits.
Agreement and Undertaking (Exhibit 2.1 hereto)
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Exhibit 1-4 Employment Agreements
Exhibit 5 Citrix Letter
Exhibit 6 APM Disclosure Memorandum
Exhibit 7-9 Forms of Acceptance
Exhibit 10 Irrevocable Undertaking
Exhibit 11 Offer Document
Exhibit 12 Mutual Non-Disclosure Agreement
Offer Document (Exhibit 2.2 hereto)
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Selected financial data of APM for the 3 years ended December 31, 1995,
December 31, 1996 and December 31, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned authorized officer.
CITRIX SYSTEMS, INC.
July 15, 1998
By: /s/ James J. Felcyn, Jr.
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James J. Felcyn, Jr.
Vice President - Finance and
Administration, Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Undertaking by and among the Non-Executive
Directors of APM Limited, the Executive Directors of APM Limited,
and Citrix Systems, Inc.
2.2 Recommended Offers by Citrix Systems, Inc. for APM Limited