Citrix proxy posted at Edgar On-Line:
edgar-online.com
Excerpts:
At this Annual Meeting, you will be asked to elect three directors to three-
year terms and to approve an amendment to the Corporation's Amended and
Restated Certificate of Incorporation, as amended, increasing from 60,000,000
to 150,000,000 the number of authorized shares of Common Stock, par value
$.001 per share, of the Corporation. The Board of Directors unanimously
recommends that you vote FOR these proposals.
-------------------------
SHARES BENEFICIALLY PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER OWNED(1) BENEFICIALLY OWNED(1)
------------------------ ------------------- ---------------------
Microsoft Corporation............. 2,439,399 5.8%
One Microsoft Way
Redmond, WA 98052
Putnam Investments, Inc.(2)....... 2,826,863 6.8%
One Post Office Square
Boston, MA 02109
FMR Corp.(3)...................... 3,287,950 7.9%
83 Devonshire Street
Boston, MA 02109
Pilgrim Baxter & Associates 4,156,550 10.0%
Ltd.(4)..........................
825 Duportrail Road
Wayne, PA 19087
Roger W. Roberts(5)............... 451,477 1.1%
Edward E. Iacobucci(6)............ 448,819 1.1%
Michael F. Passaro(7)............. 172,160 *
Bruce Chittenden(8)............... 44,312 *
Mark B. Templeton(9).............. 93,625 *
Michael W. Brown.................. -- *
Kevin R. Compton(10).............. 55,292 *
Stephen M. Dow.................... 32,229 *
Robert N. Goldman(11)............. 35,001 *
Tyrone F. Pike(12)................ 76,701 *
All executive officers, directors
and nominees as a group(13)...... 1,513,656 3.5%
--------
* Represents less than 1% of the outstanding Common Stock
(1) Applicable percentage of ownership as of the Record Date is based upon
41,758,060 shares of Common Stock outstanding. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission (the "Commission"), and includes voting and investment power
with respect to shares. Unless otherwise indicated below, to the
knowledge of the Corporation, all persons listed below have sole voting
and investment power with respect to their shares of Common Stock, except
to the extent authority is shared by spouses under applicable law.
Pursuant to the rules of the Commission, the number of shares of Common
Stock deemed outstanding includes shares issuable pursuant to options
held by the respective person or group which may be exercised within 60
days of the Record Date ("presently exercisable stock options").
(2) With respect to information relating to Putnam Investments, Inc., the
Corporation has relied on information supplied by such entity in its
Schedule 13G filing with the Commission on January 27, 1998.
(3) With respect to information relating to FMR Corp., the Corporation has
relied on information supplied by such entity in a representation letter
dated February 24, 1998.
(4) With respect to information relating to Pilgrim Baxter & Associates Ltd.,
the Corporation has relied on information supplied by such entity in its
Schedule 13G filing with the Commission on March 9, 1998.
(5) Includes 415,624 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(6) Includes 139,374 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(7) Includes 113,905 shares of Common Stock issuable pursuant to presently
exercisable stock options. Also, includes 450 shares held by Mr.
Passaro's dependent son.
(8) Consists of 44,312 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(9) Includes 92,941 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(10) Includes 32,437 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(11) Consists of 35,001 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(12) Includes 18,468 shares of Common Stock issuable pursuant to presently
exercisable stock options. Also, includes 600 shares of Common Stock held
in trust for the benefit of Mr. Pike's children.
(13) Includes presently exercisable stock options to purchase an aggregate of
974,132 shares of Common Stock. See footnotes (5), (6), (7), (8), (9),
(10), (11), and (12).
.....
As of the Record Date, there were approximately 41,758,060 shares issued and
outstanding and approximately 16,924,589 shares reserved for future issuance
pursuant to outstanding options granted under the Corporation's stock plans.
If the amendment to the Certificate of Incorporation is approved, the Board of
Directors will have the authority to issue approximately 90,000,000 additional
shares of Common Stock without further stockholder approval. The Board of
Directors believes the authorized number of shares of Common Stock should be
increased to provide sufficient shares for such corporate purposes as may be
determined by the Board of Directors to be necessary or desirable. These
purposes may include, without limitation: acquiring other businesses in
exchange for shares of the Corporation's Common Stock; entering into
collaborative research and development arrangements with other companies in
which Common Stock or the right to acquire Common Stock are part of the
consideration; facilitating broader ownership of the Corporation's Common
Stock by effecting a stock split or issuing a stock dividend; raising capital
through the sale of Common Stock; and attracting and retaining valuable
employees by the issuance of additional stock options, including additional
shares reserved for future option grants under the Corporation's existing
stock plan. The Board of Directors considers the authorization of additional
shares of Common Stock advisable to ensure prompt availability of shares for
issuance should the occasion arise. |
