As filed with the Securities and Exchange Commission on March 10, 2006
Registration No. 333-123861
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NUMBER 1
TO FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CRITICAL PATH, INC.
(Exact name of registrant as specified in its charter)
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| California | | 911788300 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
2 Harrison Street, 2nd Floor
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
CRITICAL PATH, INC.
Amended and Restated 1998 Stock Plan
Employee Stock Purchase Plan
(Full title of the Plans)
MICHAEL J. ZUKERMAN
Executive Vice President, General Counsel and Secretary
CRITICAL PATH, INC.
2 Harrison Street, 2nd Floor
San Francisco, California 94105
(Name and address of agent for service)
(415) 541-2500
(Telephone number, including area code, of agent for service)
EXPLANATORY STATEMENT
A total of 3,216,528 shares of common stock of Critical Path, Inc. (“Critical Path”) were registered in connection with the Critical Path, Inc. Employee Stock Purchase Plan (the “Stock Purchase Plan”) by five separate registration statements on Form S-8 as follows: (a) 600,000 shares were registered by a registration statement on Form S-8, File No. 333-87553, filed on September 22, 1999; (b) 469,372 were registered by a registration statement on Form S-8, File No. 333-40476, filed on June 29, 2000; (c) 741,348 shares were registered by a registration statement on Form S-8, File No. 333-63080; (d) 763,175 shares were registered by a registration statement on Form S-8, File No. 333-81776, filed on January 31, 2002; and (e) 642,633 shares were registered by a registration statement on Form S-8, File No. 333-123861, filed on April 5, 2005 (the “2005 Form S-8”).
On January 24, 2006, the Critical Path Board of Directors approved the termination of the Stock Purchase Plan.
Critical Path is filing this post-effective amendment to deregister 639,528 shares of Critical Path common stock that were registered under the 2005 Form S-8 and remain unsold under the Stock Purchase Plan. The number of shares registered on the 2005 Form S-8 in connection with the Critical Path Amended and Restated 1998 Stock Plan remain available and registered under the 2005 Form S-8.
Item 8. Exhibits
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Exhibit Number | | Exhibit |
| 24 | | Power of Attorney. (Previously filed, see Form S-8 filed on April 5, 2005.) |
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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 10th day of March, 2006.
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| CRITICAL PATH, INC. |
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| By: | | /s/ Mark J. Ferrer |
| | Mark J. Ferrer |
| | Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title | | Date |
/s/ Mark J. Ferrer Mark J. Ferrer | | Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | | March 10, 2006 |
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/s/ James Clark James Clark | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | March 10, 2006 |
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* Edmond Ip Tak Chuen | | Director | | March 10, 2006 |
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* Ross M. Dove | | Director | | March 10, 2006 |
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* Frost R.R. Prioleau | | Director | | March 10, 2006 |
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* Michael J. Shannahan | | Director | | March 10, 2006 |
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* Tom Tinsley | | Director | | March 10, 2006 |
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| *By: | | /s/ Michael J. Zukerman |
| | Michael J. Zukerman As Attorney-in-Fact |
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EXHIBIT INDEX
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Exhibit Number | | Exhibit |
| 24 | | Power of Attorney. (Previously filed, see page II-3 of Form S-8 filed on April 5, 2005.) |
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