UNITED STATES
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
DATE OF REPORT: JANUARY 16, 2004
(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
- ----------------- ----------------- -----------------
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation)
350 THE EMBARCADERO, SAN
FRANCISCO, CA 94105
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(Address of principal (Zip Code)
executive offices)
(415) 541-2500
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(Registrant's telephone number,
including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On January 20, 2004, Critical Path, Inc. (the "Company") issued a press
release announcing that on January 16, 2004 the Company issued and sold to
qualified institutional buyers $15 million in 10% senior secured notes
convertible into shares of the Company's Series E Preferred Stock upon
shareholder approval. The press release is filed herewith as Exhibit 99.1.
In connection with the transactions described above, the Company signed
a Convertible Note Purchase Agreement, which is filed herewith as Exhibit 10.1,
which provides for forms of related documents, filed herewith as Exhibits 4.1
through 4.4.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4.1 Form of Convertible Subordinated Promissory Note of the Company
4.2 Form of Second Amended and Restated Registration Rights Agreement
among the Company, General Atlantic Partners 74, L.P., GAP
Coinvestment Partners II, L.P., GapStar, LLC, GAPCO GmbH & Co. KG,
Cenwell Limited, Campina Enterprises Limited, Great Affluent Limited,
Dragonfield Limited, Lion Cosmos Limited, Vectis CP Holdings, LLC,
Permal U.S. Opportunities Limited, Zaxis Equity Neutral, L.P., Zaxis
Institutional Partners, L.P., Zaxis Offshore Limited, Zaxis Partners,
L.P. and Passport Master Fund, L.P.
4.3 Form of Amended and Restated Certificate of Determination of
Preferences of Series D Redeemable Convertible Preferred Stock of the
Company
4.4 Form of Certificate of Determination of Preferences of Series E
Redeemable Convertible Preferred Stock of the Company
10.1 Convertible Note Purchase Agreement dated January 16, 2004 among the
Company, Permal U.S. Opportunities Limited, Zaxis Equity Neutral,
L.P., Zaxis Institutional Partners, L.P., Zaxis Offshore Limited,
Zaxis Partners, L.P. and Passport Master Fund, L.P.
99.1 Press Release dated January 20, 2004, relating to the purchase of
notes convertible into shares of the Company's Series E Preferred
Stock
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CRITICAL PATH, INC.
Date: January 20, 2004 By /s/ WILLIAM M. SMARTT
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Name: William M. Smartt
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Form of Convertible Subordinated Promissory Note of the Company
4.2 Form of Second Amended and Restated Registration Rights Agreement
among the Company, General Atlantic Partners 74, L.P., GAP
Coinvestment Partners II, L.P., GapStar, LLC, GAPCO GmbH & Co. KG,
Cenwell Limited, Campina Enterprises Limited, Great Affluent Limited,
Dragonfield Limited, Lion Cosmos Limited, Vectis CP Holdings, LLC,
Permal U.S. Opportunities Limited, Zaxis Equity Neutral, L.P., Zaxis
Institutional Partners, L.P., Zaxis Offshore Limited, Zaxis Partners,
L.P. and Passport Master Fund, L.P.
4.3 Form of Amended and Restated Certificate of Determination of
Preferences of Series D Redeemable Convertible Preferred Stock of the
Company
4.4 Form of Certificate of Determination of Preferences of Series E
Redeemable Convertible Preferred Stock of the Company
10.1 Convertible Note Purchase Agreement dated January 16, 2004 among the
Company, Permal U.S. Opportunities Limited, Zaxis Equity Neutral,
L.P., Zaxis Institutional Partners, L.P., Zaxis Offshore Limited,
Zaxis Partners, L.P. and Passport Master Fund, L.P.
99.1 Press Release dated January 20, 2004, relating to the purchase of
notes convertible into shares of the Company's Series E Preferred
Stock
</Table>
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