| (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING |
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| For Period Ended: June 30, 2007 | ||
| ¨ Transition Report on Form 10-K | ||
| ¨ Transition Report on Form 20-F | ||
| ¨ Transition Report on Form 11-K | ||
| ¨ Transition Report on Form 10-Q | ||
| ¨ Transition Report on Form N-SAR | ||
| For the Transition Period Ended: | ||
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| CITRIX SYSTEMS, INC. |
| Full Name of Registrant |
| N/A |
| Former Name if Applicable: |
| 851 West Cypress Creek Road |
| Address of Principal Executive Office (Street and Number) |
| Fort Lauderdale, FL 33309 |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ¨ |
(a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | |||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.
As disclosed in Citrix Systems, Inc.’s (“Citrix”) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2007, the Audit Committee of Citrix’s Board of Directors announced the findings of its voluntary investigation of Citrix’s historical stock option granting practices and the related accounting. As a result of the voluntary investigation, and as previously announced by Citrix, Citrix intends to restate its previously issued financial statements and reports thereon for the fiscal years 2004 and 2005 and for the interim quarterly periods for 2005 and 2006 to reflect the additional non-cash stock-based compensation expense and related tax effects that should have been recorded with respect to stock option grants whose accounting measurement dates are being revised. As previously announced, Citrix intends to submit a request for consultation on certain interpretive issues to the Office of Chief Accountant of the Securities and Exchange Commission (the “OCA”). Because of the pending OCA consultation, Citrix has not yet determined conclusively the amount of additional non-cash compensation expense to be recorded as a result of the investigation of Citrix’s historical stock option granting practices, or the resulting tax impact. As a result, Citrix will not be in a position to file its Quarterly Report on Form 10-Q for the three months ended June 30, 2007 until after the completion of the OCA consultation, which will not occur within the prescribed time period for the filing of such Form 10-Q.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| David J. Henshall | 954 | 267-3000 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ¨ Yes x No |
| - | Citrix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 |
| - | Citrix’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes x No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
| CITRIX SYSTEMS, INC. |
| (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
August 8, 2007 | By: | /s/ David J. Henshall, Sr. David J. Henshall, Sr. Senior Vice President and Chief Financial Officer | |||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.