As filed with the Securities and Exchange Commission on October 3, 2022
Registration No. 333-61520
Registration No. 333-121420
Registration No. 333-125297
Registration No. 333-127991
Registration No. 333-132820
Registration No. 333-135519
Registration No. 333-135521
Registration No. 333-136731
Registration No. 333-147419
Registration No. 333-147421
Registration No. 333-149967
Registration No. 333-156266
Registration No. 333-156267
Registration No. 333-161164
Registration No. 333-165460
Registration No. 333-168688
Registration No. 333-172430
Registration No. 333-176148
Registration No. 333-179653
Registration No. 333-183120
Registration No. 333-186784
Registration No. 333-196332
Registration No. 333-201399
Registration No. 333-202181
Registration No. 333-209583
Registration No. 333-223069
Registration No. 333-240235
Registration No. 333-253686
Registration No. 333-253689
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-61520
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-121420
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-125297
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-127991
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-132820
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-135519
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-135521
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-136731
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-147419
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-147421
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-149967
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-156266
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-156267
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-161164
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-165460
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-168688
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-172430
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-176148
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-179653
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-183120
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-186784
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-196332
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-201399
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-202181
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-209583
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-223069
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-240235
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-253686
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-253689
UNDER THE SECURITIES ACT OF 1933
CITRIX SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 75-227152 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
851 West Cypress Creek Road Fort Lauderdale, Florida |
33309 | |
(Address of principal executive offices) | (Zip code) |
2000 Director and Officer Stock Option and Incentive Plan
Second Amended and Restated 1995 Stock Plan
Amended and Restated 2000 Stock Incentive Plan of Net6, Inc.
Amended and Restated 2003 Stock Incentive Plan of Net6, Inc.
2005 Employee Stock Purchase Plan
2005 Equity Incentive Plan
NetScaler, Inc. 1997 Stock Plan
Teros, Inc. 2005 Restricted Stock Unit Plan
Reflectent Software, Inc. 2006 Restricted Stock Unit Plan
Reflectent Software, Inc. 2003 Stock Plan
2005 Equity Incentive Plan (As Amended)
Orbital Data Corporation 2006 Restricted Stock Unit Plan
Orbital Data Corporation 2002 Equity Incentive Plan
Ardence Delaware, Inc. 2006 Restricted Stock Unit Plan
Ardence Delaware, Inc. 2005 Omnibus Stock Plan
QuickTree, Inc. 2007 Restricted Stock Unit Plan
XenSource, Inc. 2005 Stock Plan
Deterministic Networks, Inc. 2008 Restricted Stock Unit Plan
Vapps, Inc. 2007 Stock Plan
Amended and Restated Paglo Labs Inc. 2007 Stock Option/Stock Issuance Plan
VMLogix, Inc. Amended and Restated 2006 Stock Incentive Plan
Netviewer AG 2010 Restricted Stock Unit Plan
Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan (As Amended)
Kaviza Inc. 2010 Restricted Stock Unit Plan
Cloud.com, Inc. Amended and Restated 2008 Stock Incentive Plan
Cloud.com, Inc. 2011 Restricted Stock Unit Plan
Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (As Amended)
RingCube Technologies, Inc. 2011 Restricted Stock Unit Plan
Novel Labs, Inc. Amended and Restated 2007 Stock Incentive Plan
Novel Labs, Inc. 2011 Restricted Stock Unit Plan
Apere, Inc. Amended and Restated 2004 Stock Incentive Plan
Apere, Inc. 2012 Restricted Stock Unit Plan
Podio ApS 2012 Restricted Stock Unit Plan
Todd Hsu Consultants Inc. 2012 Restricted Stock Unit Plan
Knowlity International Corporation 2012 Restricted Stock Unit Plan
Virtual Computer, Inc. 2012 Restricted Stock Unit Plan
App-DNA Group Limited 2011 Restricted Stock Unit Plan
Zenprise Inc. Second Amended and Restated 2004 Stock Option/Stock Issuance Plan
Citrix Systems, Inc. 2014 Equity Incentive Plan
Citrix Systems, Inc. 2015 Employee Stock Purchase Plan
RightSignature, LLC 2014 Restricted Unit Plan
Solid Instance, Inc. 2014 Restricted Stock Unit Plan
Sanbolic, Inc. 2014 Restricted Stock Unit Plan
Grasshopper Group, LLC 2015 Restricted Unit Plan
Citrix Systems, Inc. Amended and Restated 2014 Equity Incentive Plan
Citrix Systems, Inc. Second Amended and Restated 2014 Equity Incentive Plan
Citrix Systems, Inc. 2021 Inducement Plan
Wrike, Inc. Amended and Restated 2013 Stock Plan
Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan
(Full title of the plan)
Antonio G. Gomes
Chief Legal and Administrative Officer and Secretary
Citrix Systems, Inc.
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(954) 267-3000
(Name, address and telephone number of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Timothy Cruickshank, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
United States
+1 212 446 4800
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.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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. ☐
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following Registration Statements (collectively, the “Registration Statements”) (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):
• | Registration Statement on Form S-8 (No. 333-61520), which was filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2001, pertaining to the registration of 14,598,975 shares of common stock, par value $0.001 per share (“Shares”) issuable under the 2000 Director and Officer Stock Option and Incentive Plan and the Second Amended and Restated 1995 Stock Plan. |
• | Registration Statement on Form S-8 (No. 333-121420), which was filed with the Commission on December 17, 2004, pertaining to the registration of 51,546 Shares issuable under the Amended and Restated 2000 Stock Incentive Plan of Net6, Inc. and Amended and Restated 2003 Stock Incentive Plan of Net6, Inc. |
• | Registration Statement on Form S-8 (No. 333-125297), which was filed with the Commission on May 27, 2005, pertaining to the registration of 20,100,000 Shares issuable under the 2005 Employee Stock Purchase Plan and the 2005 Equity Incentive Plan. |
• | Registration Statement on Form S-8 (No. 333-127991), which was filed with the Commission on August 31, 2005, pertaining to the registration of 1,036,211 Shares issuable under the NetScaler, Inc. 1997 Stock Plan. |
• | Registration Statement on Form S-8 (No. 333-132820), which was filed with the Commission on March 29, 2006, pertaining to the registration of 280,000 Shares issuable under the Teros, Inc. 2005 Restricted Stock Unit Plan. |
• | Registration Statement on Form S-8 (No. 333-135519), which was filed with the Commission on June 30, 2006, pertaining to the registration of 49,144 Shares issuable under the Reflectent Software, Inc. 2006 Restricted Stock Unit Plan and the Reflectent Software, Inc. 2003 Stock Plan. |
• | Registration Statement on Form S-8 (No. 333-135521), which was filed with the Commission on June 30, 2006, pertaining to the registration of 5,400,000 Shares issuable under the 2005 Equity Incentive Plan (As Amended). |
• | Registration Statement on Form S-8 (No. 333-136731), which was filed with the Commission on August 18, 2006, pertaining to the registration of 318,056 Shares issuable under the Orbital Data Corporation 2006 Restricted Stock Unit Plan and the Orbital Data Corporation 2002 Equity Incentive Plan. |
• | Registration Statement on Form S-8 (No. 333-147419), which was filed with the Commission on November 15, 2007, pertaining to the registration of 3,549,010 Shares issuable under the Ardence Delaware, Inc. 2006 Restricted Stock Unit Plan, the Ardence Delaware, Inc. 2005 Omnibus Stock Plan, the QuickTree, Inc. 2007 Restricted Stock Unit Plan and the XenSource, Inc. 2005 Stock Plan. |
• | Registration Statement on Form S-8 (No. 333-147421), which was filed with the Commission on November 15, 2007, pertaining to the registration of 5,400,000 Shares issuable under the 2005 Equity Incentive Plan (As Amended). |
• | Registration Statement on Form S-8 (No. 333-149967), which was filed with the Commission on March 28, 2008, pertaining to the registration of 93,750 Shares issuable under the Deterministic Networks, Inc. 2008 Restricted Stock Unit Plan. |
• | Registration Statement on Form S-8 (No. 333-156267), which was filed with the Commission on December 18, 2008, pertaining to the registration of 115,061 Shares issuable under the Vapps, Inc. 2007 Stock Plan. |
• | Registration Statement on Form S-8 (No. 333-156266), which was filed with the Commission on December 18, 2008, pertaining to the registration of 5,600,000 Shares issuable under the 2005 Equity Incentive Plan (As Amended). |
• | Registration Statement on Form S-8 (No. 333-161164), which was filed with the Commission on August 7, 2009, pertaining to the registration of 5,600,000 Shares issuable under the 2005 Equity Incentive Plan (As Amended). |
• | Registration Statement on Form S-8 (No. 333-165460), which was filed with the Commission on March 12, 2010, pertaining to the registration of 7,183 Shares issuable under the Amended and Restated Paglo Labs Inc. 2007 Stock Option/Stock Issuance Plan. |
• | Registration Statement on Form S-8 (No. 333-168688), which was filed with the Commission on August 9, 2010, pertaining to the registration of 5,500,000 Shares issuable under the Amended and Restated 2005 Equity Incentive Plan (As Amended). |
• | Registration Statement on Form S-8 (No. 333-172430), which was filed with the Commission on February 24, 2011, pertaining to the registration of 146,885 Shares issuable under the VMLogix, Inc. Amended and Restated 2006 Stock Incentive Plan and the Netviewer AG 2010 Restricted Stock Unit Plan. |
• | Registration Statement on Form S-8 (No. 333-176148), which was filed with the Commission on August 8, 2011, pertaining to the registration of 6,094,510 Shares issuable under the Kaviza Inc. Amended and Restated 2008 Stock Incentive Plan (As Amended), the Kaviza Inc. 2010 Restricted Stock Unit Plan, the Cloud.com, Inc. Amended and Restated 2008 Stock Incentive Plan, the Cloud.com, Inc. 2011 Restricted Stock Unit Plan, and the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (As Amended). |
• | Registration Statement on Form S-8 (No. 333-179653), which was filed with the Commission on February 23, 2012, pertaining to the registration of 744,398 Shares issuable under the RingCube Technologies, Inc. 2011 Restricted Stock Unit Plan, the Novel Labs, Inc. Amended and Restated 2007 Stock Incentive Plan, the Novel Labs, Inc. 2011 Restricted Stock Unit Plan and the App-DNA Group Limited 2011 Restricted Stock Unit Plan. |
• | Registration Statement on Form S-8 (No. 333-183120), which was filed with the Commission on August 7, 2012 (as amended by Post-Effective Amendment No. 1 dated February 16, 2018, and amended by Post-Effective Amendment No. 2 dated February 14, 2020), pertaining to the registration of 5,733,112 Shares issuable under the Apere, Inc. Amended and Restated 2004 Stock Incentive Plan, the Apere, Inc. 2012 Restricted Stock Unit Plan, the Podio ApS 2012 Restricted Stock Unit Plan, the Todd Hsu Consultants Inc. 2012 Restricted Stock Unit Plan, the Knowlity International Corporation 2012 Restricted Stock Unit Plan, the Virtual Computer, Inc. 2012 Restricted Stock Unit Plan, and the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (As Amended). |
• | Registration Statement on Form S-8 (No. 333-186784), which was filed with the Commission on February 21, 2013, pertaining to the registration of 285,817 Shares issuable under the Zenprise Inc. Second Amended and Restated 2004 Stock Option/Stock Issuance Plan. |
• | Registration Statement on Form S-8 (No. 333-196332), which was filed with the Commission on May 28, 2014, pertaining to the registration of 29,000,000 Shares issuable under the Citrix Systems, Inc. 2014 Equity Incentive Plan. |
• | Registration Statement on Form S-8 (No. 333-201399), which was filed with the Commission on January 8, 2015, pertaining to the registration of 20,090,930 Shares issuable under the Citrix Systems, Inc. 2015 Employee Stock Purchase Plan, the RightSignature, LLC 2014 Restricted Unit Plan and the Solid Instance, Inc. 2014 Restricted Stock Unit Plan. |
• | Registration Statement on Form S-8 (No. 333-202181), which was filed with the Commission on February 19, 2015, pertaining to the registration of 37,057 Shares issuable under the Sanbolic, Inc. 2014 Restricted Stock Unit Plan. |
• | Registration Statement on Form S-8 (No. 333-209583), which was filed with the Commission on February 18, 2016, pertaining to the registration of 105,765 Shares issuable under the Grasshopper Group, LLC 2015 Restricted Unit Plan. |
• | Registration Statement on Form S-8 (No. 333-223069), which was filed with the Commission on February 16, 2018 (as amended by Post-Effective Amendment No. 1 dated February 14, 2020), pertaining to the registration of 19,710,927 Shares issuable under the Citrix Systems, Inc. Amended and Restated 2014 Equity Incentive Plan |
• | Registration Statement on Form S-8 (No. 333-240235), which was filed with the Commission on July 31, 2020, pertaining to the registration of 7,900,000 Shares issuable under the Citrix Systems, Inc. Second Amended and Restated 2014 Equity Incentive Plan. |
• | Registration Statement on Form S-8 (No. 333-253689), which was filed with the Commission on March 1, 2021, pertaining to the registration of 320,000 Shares issuable under the Citrix Systems, Inc. 2021 Inducement Plan. |
• | Registration Statement on Form S-8 (No. 333-253686), which was filed with the Commission on March 1, 2021, pertaining to the registration of 878,661 Shares issuable under the Wrike, Inc. Amended and Restated 2013 Stock Plan and the Wrangler Topco, LLC Second Amended and Restated 2018 Equity Incentive Plan. |
As previously disclosed, on January 31, 2022, Citrix Systems, Inc. (“Citrix” or the “Registrant”) entered into an Agreement and Plan of Merger, dated as of January 31, 2022 (the “Merger Agreement”), with Picard Parent, Inc., a Delaware corporation (“Parent”), Picard Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and, for certain limited purposes detailed in the Merger Agreement, TIBCO Software Inc., a Delaware corporation, pursuant to which Merger Sub merged with and into Citrix (the “Merger”), with Citrix surviving the Merger as a wholly-owned subsidiary of Parent. On September 30, 2022, Parent completed its acquisition of Citrix.
As a result of the completion of the transactions contemplated by the Merger Agreement, including the Merger, the Registrant has terminated any and all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements and, in accordance with the undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida on the 3rd day of October, 2022.
Citrix Systems, Inc. | ||
By: | /s/ Antonio G. Gomes | |
Name: | Antonio G. Gomes | |
Title: | Chief Legal and Administrative Officer and Secretary |
No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.