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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
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COMMISSION FILE NUMBER
000-25331
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NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB
[ ] Form 20-F
[ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For period ended: December 31, 2000
[ ] 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:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
CRITICAL PATH, INC.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
532 FOLSOM STREET
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City, State and Zip Code
SAN FRANCISCO, CALIFORNIA, CA 94105
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PART II -- RULE 12b-25 (b) AND (c)
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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)
[XX] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[XX] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 10-KSB, 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,
10-QSB, 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
12-b-25(c) has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Form 10-K, Form 10-KSB, 11-K,
20-F, 10-Q, Form 10-QSB, N-SAR, or the transition report portion thereof could
not be filed within the prescribed period.
(Attach Extra Sheets if Needed)
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In February 2001, Critical Path, Inc. (the "Company") announced that it had
discovered a number of transactions that had been recorded as revenue in the
fourth quarter of 2000 that appeared to be questionable and called into question
the Company's previously announced Fourth Quarter and year-end financial
results. Subsequently, the Company experienced changes to its senior management
team. The investigation of these transactions and related activities including
the change in management consumed the resources of the Company's new management
and caused a substantial delay in the Company's preparation of its Annual Report
on Form 10-K and release of its final results of operations for the year ended
December 31, 2000.
As a result of the aforementioned events, the Company has determined that it
needs an additional period of time not to exceed the fifteenth calendar day
following the prescribed due date of April 2, 2001, to prepare and file its Form
10-K.
Part IV -- Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
LAWRENCE P. REINHOLD (415) 808-8800
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(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 the answer is no,
identify report(s).
[X] Yes [ ] No
(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?
[X] Yes [ ] 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.
During the year ended December 31, 2000 the Company experienced
substantial growth, including five acquisitions for an aggregate purchase price
of approximately $1.3 billion. As a result, the Company anticipates that there
will be a significant change in its results of operations for the year ended
December 31, 2000 as compared to the year ended December 31, 1999. The Company's
results of operations may be affected by the matters referred to in Part III
and, thus, no reasonable estimate of these results can be made at this time.
CRITICAL PATH, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
DATE: APRIL 2, 2001 BY: /s/ LAWRENCE P. REINHOLD
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Lawrence P. Reinhold
Executive 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
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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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
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