SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
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.
Effective January 16, 2004, Critical Path, Inc. (the "Company") and
Computershare Trust Company, Inc. ("Computershare") amended ("Amendment No. 3")
the Preferred Stock Rights Agreement dated as of March 19, 2001 between the
Company and Computershare, as Rights Agent, as amended by Amendment No. 1, dated
as of November 6, 2001 ("Amendment No. 1"), and by Amendment No. 2, dated as of
November 18, 2003 ("Amendment No. 2") (collectively, the "Rights Agreement").
The following paragraphs summarize the principal amendments to the Rights
Agreement as effectuated by Amendment No. 1, Amendment No. 2 and Amendment No.
3. Capitalized terms not defined herein have the meanings as set forth in the
Rights Agreement.
1. Under Amendment No. 1, the definition of Acquiring Person was
revised to exclude General Atlantic Partners 74, L.P., GAP
Coinvestment Partners II, L.P., and GapStar, LLC (referred to
collectively with their respective Affiliates and Associates as
"GAP"), Vectis CP Holdings, LLC (referred to collectively with
their respective Affiliates and Associates as "Vectis") and
Cenwell Limited and Campina Enterprises Limited (referred to
collectively with their respective Affiliates and Associates as
"Cenwell") as a result of the execution of that certain Stock
and Warrant Purchase Agreement, dated November 8, 2001, among
the Company and the "Purchasers" named therein (the "Stock and
Warrant Agreement") or as a result of any of the transactions
contemplated by the Stock and Warrant Agreement.
2. Under Amendment No. 2, the definition of Acquiring Person was
revised to exclude Cenwell, Great Affluent Limited, Lion Cosmos
Limited and Dragonfield Limited (referred to collectively with
respective Affiliates and Associates and together with Cenwell,
the "Cenwell Group"), GAP and Vectis as a result of the
execution of that certain Convertible Note Purchase and Exchange
Agreement, dated November 18, 2003, among the Company, GAP and
the Cenwell Group (the "Note Exchange Agreement") or as a result
of any of the transactions contemplated by the Note Exchange
Agreement.
3. Under Amendment No. 3, the definition of Acquiring Person was
revised to exclude Permal U.S. Opportunities Limited, Zaxis
Equity Neutral, L.P., Zaxis Institutional Partners, L.P., Zaxis
Offshore Limited and Zaxis Partners, L.P., (referred to
collectively with their Affiliates and Associates as "Apex") as
a result of the execution of the Convertible Note Purchase
Agreement, dated January 16, 2004, among the Company, Apex and
Passport Master Fund, L.P. (the "Note Purchase Agreement") or as
a result of any of the transactions contemplated by the Note
Purchase Agreement.
ITEM 7 Financial Statements and Exhibits.
(c) Exhibits.
4.1 Preferred Stock Rights Agreement dated as of March 19, 2001
between Critical Path, Inc. and Computershare Trust Company,
Inc., including the Certificate of Determination, the form of
Rights Certificate and the Summary of Rights attached thereto as
Exhibits A, B and C, respectively (filed as Exhibit 4.5 to the
Company's Registration Statement on Form 8-A (File No.
000-25331) and incorporated herein by reference).
4.2 Amendment No. 1 to Preferred Stock Rights Agreement dated as of
November 6, 2001 between Critical Path, Inc. and Computershare
Trust Company, Inc., as Rights Agent (filed as Exhibit 4.2 to
Amendment No. 1 to the Company's Registration Statement on Form
8-A (File No. 000-25331) and incorporated herein by reference).
4.3 Amendment No. 2 to Preferred Stock Rights Agreement dated as of
November 18, 2003 between Critical Path, Inc. and Computershare
Trust Company, Inc., as Rights Agent (filed as Exhibit 4.3 to
Amendment No. 1 to the Company's Registration Statement on Form
8-A (File No. 000-25331) and incorporated herein by reference).
4.4 Amendment No. 3 to Preferred Stock Rights Agreement dated as of
January 16, 2004 between Critical Path, Inc. and Computershare
Trust Company, Inc., as Rights Agent (filed as Exhibit 4.4 to
Amendment No. 1 to the Company's Registration Statement on Form
8-A (File No. 000-25331) and incorporated herein by reference).
SIGNATURE
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.
Dated: January 20, 2004
CRITICAL PATH, INC.
By /s/ WILLIAM M. SMARTT
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Name: William M. Smartt
Title: Executive Vice President and Chief
Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Preferred Stock Rights Agreement dated as of March 19, 2001
between Critical Path, Inc. and Computershare Trust Company,
Inc., including the Certificate of Determination, the form of
Rights Certificate and the Summary of Rights attached thereto as
Exhibits A, B and C, respectively (filed as Exhibit 4.5 to the
Company's Registration Statement on Form 8-A (File No.
000-25331) and incorporated herein by reference).
4.2 Amendment No. 1 to Preferred Stock Rights Agreement dated as of
November 6, 2001 between Critical Path, Inc. and Computershare
Trust Company, Inc., as Rights Agent (filed as Exhibit 4.2 to
Amendment No. 1 to the Company's Registration Statement on Form
8-A (File No. 000-25331) and incorporated herein by reference).
4.3 Amendment No. 2 to Preferred Stock Rights Agreement dated as of
November 18, 2003 between Critical Path, Inc. and Computershare
Trust Company, Inc., as Rights Agent (filed as Exhibit 4.3 to
Amendment No. 1 to the Company's Registration Statement on Form
8-A (File No. 000-25331) and incorporated herein by reference).
4.4 Amendment No. 3 to Preferred Stock Rights Agreement dated as of
January 16, 2004 between Critical Path, Inc. and Computershare
Trust Company, Inc., as Rights Agent (filed as Exhibit 4.4 to
Amendment No. 1 to the Company's Registration Statement on Form
8-A (File No. 000-25331) and incorporated herein by reference).