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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
JANUARY 19, 2000
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Date of Report (Date of earliest event reported)
CRITICAL PATH, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 000-25331 91-1788300
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) No.)
320 1ST STREET, SAN FRANCISCO, CALIFORNIA 94105
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(Address of principal executive offices, including zip code)
(415) 808-8800
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(Registrant's telephone number, including area code)
INAPPLICABLE
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(Former name or address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 19, 2000, Critical Path, Inc. ("Registrant" or "Critical
Path") completed its merger with ISOCOR, following a vote by the shareholders of
each company to approve the merger.
Pursuant to an Agreement and Plan of Reorganization dated October 20,
1999, by and among Registrant, Initialize Acquisition Corp., a California
corporation and a wholly-owned subsidiary of Registrant, and ISOCOR, a
California corporation, Initialize Acquisition Corp. merged with and into ISOCOR
with ISOCOR surviving as a wholly-owned subsidiary of Registrant. Each
outstanding share of Common Stock of ISOCOR has been converted into the right to
receive 0.4707 shares of Common Stock of Registrant.
In addition, each option to acquire ISOCOR Common Stock outstanding
immediately prior to the effective time of the merger has been converted into an
option to purchase that number of shares Registrant into which the shares of
ISOCOR Common Stock underlying the option would have been converted in the
merger.
The information that is set forth in the Registrant's Press Releases
dated January 20, 2000 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The balance sheets of ISOCOR at December 31, 1998 and 1997 and the
statements of operations, stockholders' equity and cash flows of ISOCOR for each
of the three years in the three-year period ended December 31, 1998, including
the report of independent auditors thereon, included in the Registrant's
Registration Statement on Form S-4 filed December 6, 1999 are incorporated
herein by reference.
The unaudited balance sheet of ISOCOR at September 30, 1999 and the
statements of operations and cash flows of ISOCOR for the nine months ended
September 30, 1999 and 1998 included in the Registrant's Registration Statement
on Form S-4 filed December 6, 1999 are incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma condensed combined financial data of Critical Path and
ISOCOR are incorporated by reference from the Registrant's Registration
Statement on Form S-4 filed December 6, 1999.
(c) Exhibits
The following exhibits are filed herewith:
99.1 Text of Press Release dated January 20, 2000, regarding the
completion of the acquisition of ISOCOR.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Critical Path, Inc. has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
CRITICAL PATH, INC.
Dated: February 3, 2000 By: /s/ Mark Rubash
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Mark Rubash
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Principal Financial Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Text of Press Release dated January 20, 2000, regarding the
completion of the acquisition of ISOCOR.