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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) OCTOBER 20, 1999
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ISOCOR
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(Exact name of registrant as specified in its charter)
CALIFORNIA 000-27900 95-4310259
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
3420 OCEAN PARK BOULEVARD, SANTA MONICA, CALIFORNIA 90405
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 581-8100
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INAPPLICABLE
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(Former name or former address if changed since last report)
Exhibit Index located on page 6.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(b) As described in "Item 5. Other Events" below, the registrant has
entered into agreements the operation of which may at a subsequent date result
in a change of control of the registrant. The information set forth below under
"Item 5. Other Events" is incorporated herein by reference.
ITEM 5. OTHER EVENTS
On October 20, 1999, ISOCOR, a California corporation ("Company"),
Critical Path, Inc., a California corporation ("Parent"), and Initialize
Acquisition Corp., a California corporation and wholly owned subsidiary of
Parent ("Merger Sub"), entered into an Agreement and Plan of Reorganization,
dated as of October 20, 1999 (the "Reorganization Agreement"). The
Reorganization Agreement sets forth the terms and conditions of the proposed
merger of Merger Sub with and into Company (the "Merger"). Upon effectiveness of
the Merger, each outstanding share of common stock, no par value, of Company
(the "Company Common Stock"), other than shares held by Company, Parent or any
subsidiary thereof or shares qualifying as dissenting shares pursuant to the
California Corporations Code, will be converted into the right to receive 0.4707
of a share of common stock, no par value, of Parent (the "Parent Common Stock").
As a result of the Merger, Company will become a wholly owned subsidiary of
Parent. The parties intend for the Merger to be treated as a tax-free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended, and as a "purchase" for accounting purposes.
Consummation of the Merger is subject to the satisfaction or waiver of
certain conditions, including (1) approval by the shareholders of Company of the
Reorganization Agreement, a related agreement of merger and the Merger; (2)
effectiveness of a registration statement registering with the Securities and
Exchange Commission the shares of Parent Common Stock to be issued in the Merger
to the shareholders of Company; (3) approval of the listing of such shares of
Parent Common Stock by The Nasdaq Stock Market; (4) expiration or termination of
all applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended; (5) less than 5% of the outstanding shares
of Company Common Stock having qualified as dissenting shares under the
California Corporations Code; (6) effectiveness of employment offer letters
between Parent and each of certain officers and employees of Company and the
execution and delivery by such persons of Covenants Not to Compete or Solicit
with Parent; and (7) certain other customary conditions.
Pursuant to an employment offer letter executed by Parent and Paul Gigg,
President and Chief Executive Officer of Company, after the Merger Paul Gigg
will become Executive Vice President and Chief Operating Officer of Parent. Upon
effectiveness of the Merger, outstanding director and employee options to
purchase Company Common Stock will be assumed by Parent and become options to
purchase shares of Parent Common Stock. The exercise price and number of shares
of Company Common Stock subject to each such option will be appropriately
adjusted to reflect the Exchange Ratio. Also a result of the Merger, each
outstanding purchase right under
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Company's Employee Stock Purchase Plan will become a right to purchase a number
of shares of Parent Common Stock equal to the Exchange Ratio.
Pursuant to a Stock Option Agreement, dated as of October 20, 1999 (the
"Option Agreement"), between Company and Parent, Company has granted Parent an
option (the "Option") to purchase up to 19.9% of the outstanding Company Common
Stock. The Option is exercisable under certain circumstances following the
termination of the Reorganization Agreement.
The Reorganization Agreement contains an $11,484,800 termination fee
payable under certain circumstances in connection with the termination of the
Reorganization Agreement. Such termination fee plus any amounts payable to
Parent in cancellation of the Option pursuant to the Option Agreement may not
exceed $14,355,800. In the event a termination fee is payable, Company must
reimburse up to $2 million of Parent's expenses incurred in connection with the
Reorganization Agreement.
Company currently anticipates that the Merger will become effective
during the first quarter of 2000.
The directors and officers of Company (exclusive of Brentwood Associates
V, L.P., which is discussed below), who collectively held approximately 6.37% of
the shares of Company Common Stock outstanding as of October 20, 1999, have
entered into Company Voting Agreements, a form of which is filed herewith as
Exhibit 2.3, pursuant to which, among other things, they have agreed to vote
their shares of Company Common Stock in favor of the Merger at any meeting of
Company shareholders held to consider and vote upon the Merger. Such
shareholders also have granted to Parent a proxy to so vote their shares of
Company Common Stock. Further, such shareholders have agreed not transfer any of
such shares held by them unless such transfer is in accordance with any
affiliate agreement between shareholder and Parent (as contemplated by the
Reorganization Agreement) and each person to which any of such shares is or may
be transferred shall have: (a) executed a counterpart of such voting agreement
and a proxy in the form attached thereto and (b) agreed to hold such shares
subject to such agreement.
Brentwood Associates V, L.P. ("Brentwood"), which held approximately
5.8% of the shares of Company Common Stock outstanding as of October 20, 1999,
also has entered into a Company Voting Agreement with Parent, a copy of which is
filed herewith as Exhibit 2.4. Pursuant to this agreement, Brentwood agreed to
the same obligations with respect to such shares as the Company directors and
officers who entered into voting agreements with Parent. In addition, with
respect to a distribution of Company Common Stock to the constituent partners of
Brentwood pursuant to Brentwood's partnership agreement, Brentwood also agreed
to obtain, from certain partners of Brentwood, (a) an executed counterpart of
such voting agreement and a proxy in the form attached thereto and (b) such
partners' agreement to hold such shares subject to such agreement. Such partners
consist of up to ten of such partners among those with the largest partnership
interests in Brentwood, which partners have received at least 50% of the shares
of Company Common Stock held by Brentwood in any such distribution. In
connection with any
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such distribution, Brentwood will recommend that Brentwood's partners vote in
favor of and approve the Reorganization Agreement, the related agreement of
merger and the Merger.
Copies of the Option Agreement, the form
of Company Voting Agreement among Parent and the directors and officers of
Company, and the Company Voting Agreement between Parent and Brentwood are filed
herewith as Exhibits 2.2, 2.3 and 2.4, respectively. The foregoing
descriptions of these agreements are qualified in their entirety by reference to
the full text of each of such exhibits. A copy of the Reorganization Agreement
will be filed with the Securities and Exchange Commission as an amendment to
this report.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits.
Number Description
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2.1 Agreement and Plan of Reorganization, dated as of October 20, 1999,
among Critical Path, Inc., Initialize Acquisition Corp. and ISOCOR (the
schedules to such agreement are not filed herewith and are listed on
the last page of Exhibit 2.1. The registrant hereby undertakes to
furnish supplementally a copy of any omitted schedule to the Securities
and Exchange Commission upon request).*
2.2 Stock Option Agreement, dated as of October 20, 1999, among Critical
Path, Inc., Initialize Acquisition Corp. and ISOCOR.
2.3 Form of Company Voting Agreement, dated as of October 20, 1999, between
Critical Path, Inc. and certain shareholders of ISOCOR.
2.4 Company Voting Agreement, dated as of October 20, 1999, between
Critical Path, Inc. and Brentwood Associates.
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* To be filed by amendment
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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.
ISOCOR
By: /s/ Paul Gigg
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Paul Gigg,
President and
Chief Executive Officer
Dated: October 27, 1999
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EXHIBIT INDEX
Number Description Page Number
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2.1 Agreement and Plan of Reorganization, dated as of
October 20, 1999, among Critical Path, Inc., Initialize
Acquisition Corp. and ISOCOR (the schedules to such
agreement are not filed herewith and are listed on the
last page of Exhibit 2.1. The registrant hereby
undertakes to furnish supplementally a copy of any
omitted schedule to the Securities and Exchange
Commission upon request).*
2.2 Stock Option Agreement, dated as of October 20, 1999,
among Critical Path, Inc., Initialize Acquisition Corp.
and ISOCOR.
2.3 Form of Company Voting Agreement, dated as of October
20, 1999, between Critical Path, Inc. and certain
shareholders of ISOCOR.
2.4 Company Voting Agreement, dated as of October 20, 1999,
between Critical Path, Inc. and Brentwood Associates.
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* To be filed by amendment
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