Citrix 2000 Annual Report Download - page 55

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53
CITRIX SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS −− (CONTINUED)
The maximum number of shares of Common Stock an employee may purchase in
any Plan Period is 6,000 shares subject to certain other limitations. The
exercise price for the option for each Plan Period is 85% of the lesser of the
market price of the Common Stock on the first or last business day of the Plan
Period. If an employee is not a participant on the last day of the Plan Period,
such employee is not entitled to exercise his or her option, and the amount of
his or her accumulated payroll deductions are refunded. An employee's rights
under the 1995 Purchase Plan terminate upon his or her voluntary withdrawal from
the 1995 Purchase Plan at any time or upon termination of employment. Under the
1995 Purchase Plan, the Company issued 77,781, 27,004 and 30,460 shares in 2000,
1999 and 1998, respectively.
Benefit Plan
The Company maintains a 401(k) benefit plan (the "Plan") allowing eligible
U.S.−based employees to contribute up to 15% of their annual compensation,
limited to an annual maximum amount as set periodically by the Internal Revenue
Service. The Company, at its discretion, may contribute up to $0.50 on each
dollar of employee contribution, limited to a maximum of 6% of the employee's
annual contribution. The Company's matching contributions for 2000 and 1999 were
$1,179,279 and $605,087, respectively. The Company's contributions vest over a
four−year period at 25% per year.
7. CAPITAL STOCK
Common Stock
The Company has reserved for future issuance 60,009,534 shares of Common
Stock for the exercise of stock options outstanding or available for grant and
11,950,594 shares for the conversion of the zero coupon convertible debentures
into Common Stock.
On May 13, 1999, the stockholders approved an increase of authorized Common
Stock from 150,000,000 shares, $0.001 par value per share to 400,000,000 shares,
$0.001 par value per share.
On May 18, 2000, the stockholders approved an increase of authorized Common
Stock from 400,000,000 shares, $0.001 par value per share to 1,000,000,000
shares, $0.001 par value per share.
Stock Repurchase Programs
On April 15, 1999, the Board of Directors approved a stock repurchase
program authorizing the repurchase of up to $200 million of the Company's Common
Stock. Purchases will be made from time to time in the open market and paid out
of general corporate funds. As of December 31, 2000, the Company had purchased
2,750,000 shares of outstanding Common Stock on the open market at a total cost
of $57.9 million. These shares have been recorded as treasury stock.
On August 8, 2000, the Company entered into an agreement, as amended, with
a counterparty in a private transaction to purchase up to approximately 4.8
million shares of the Company's Common Stock at various times through the third
quarter of 2002. Pursuant to the terms of the agreement, $100 million was paid
to the counterparty in the third quarter of 2000. The ultimate number of shares
repurchased will depend on market conditions. As of December 31, 2000 the
Company received 1,067,108 shares under this agreement at a total cost of $18.1
million. These shares have been recorded as treasury stock.
In connection with the Company's stock repurchase program, in October 2000,
the Board of Directors approved a program authorizing the Company to sell put
warrants that entitle the holder of each warrant to sell to the Company,
generally by physical delivery, one share of the Company's Common Stock at a
specified price. As of December 31, 2000, the Company sold 1.3 million put
warrants with exercise prices ranging from $20.89 to $29.64, and expiring on
various dates between January and March 2001, and received premium proceeds of
$4.9 million. As of December 31, 2000, the Company has a total potential
repurchase obligation of
F−19