CITRIX SYSTEMS, INC. Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
New Credit Agreements
On the Closing Date,
6.50% Senior Secured Notes due 2029
On the Closing Date,
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Concurrently with the closing of the Merger, the Company repaid all loans and
terminated all credit commitments outstanding under (i) that certain Amended and
Restated Credit Agreement, dated as of
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borrower,
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the effective time of the Merger (the "Effective Time"), subject to the terms
and conditions of the Merger Agreement, each share of common stock of the
Company ("Company Common Stock") (other than shares (i) held in the treasury of
the Company or owned by Parent or Merger Sub and (ii) shares held by
stockholders who have perfected their statutory rights of appraisal under
Section 262 of the Delaware General Corporation Law) were cancelled and
converted into the right to receive
In addition, pursuant to the Merger Agreement, at the Effective Time:
• each vested option to purchase shares of Company Common Stock was
cancelled and converted into the right to receive an amount in cash equal
to the product obtained by multiplying (i) the excess, if any, of the
Merger Consideration over the per share exercise price of such Company
stock option, by (ii) the aggregate number of shares of Company Common
Stock that would have been issuable upon exercise of such Company Stock
Option immediately prior to the Effective Time;
• each unvested option to purchase shares of Company Common Stock was
cancelled and converted into the contingent right to receive an aggregate
amount in cash (each, a "Converted Cash Award") equal to the product
obtained by multiplying (i) the excess, if any, of the Merger
Consideration over the per share exercise price of such Company stock
option, by (ii) the aggregate number of shares of Company Common Stock
that would have been issuable upon exercise of such Company Stock Option
immediately prior to the Effective Time;
• each outstanding deferred stock unit award covering shares of Company
Common Stock (including any restricted stock units deferred pursuant to
the Company's stock plans) (the "Company DSU Awards"), whether or not
vested, was cancelled and converted into the right to receive an amount
in cash equal to the product obtained by multiplying (i) the aggregate
number of shares of Company Common Stock subject to such Company DSU
Award by (ii) the Merger Consideration;
• each outstanding restricted stock unit award that is not subject to
performance-based vesting (the "Company RSU Awards") was canceled and
converted into a Converted Cash Award with respect to an aggregate amount
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company (i) notified the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the per share Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the per share Merger Consideration.
Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
In connection with the Merger,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
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Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation attached to the Merger Agreement (the "Certificate of Incorporation"). In addition, at the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws attached to the Merger Agreement (the "Bylaws"). Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 8.01 Other Events
Redemptions of 2026 and 2030 Notes
On
Item 9.01 Financial Statements and Exhibits
Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, datedJanuary 31, 2022 , by and betweenCitrix Systems, Inc. ,Picard Parent, Inc. ,Picard Merger Sub, Inc. andTIBCO Software, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onJanuary 31, 2022 ). 3.1 Eighth Amended and Restated Certificate of Incorporation of the Company. 3.2 Second Amended and Restated By-laws of the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* All schedules to the Merger Agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will
be furnished to the
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