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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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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 (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
320 1ST STREET, SAN FRANCISCO, CALIFORNIA 94105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 808-8800
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INAPPLICABLE
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(Former name or former address if changed since last report)
Exhibit Index located on page 5.
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ITEM 5. OTHER EVENTS
On October 20, 1999, Critical Path, Inc., a California corporation
("Parent"), and Initialize Acquisition Corp., a California corporation and
wholly owned subsidiary of Parent ("Merger Sub"), and ISOCOR, a California
corporation ("Company"), entered into an Agreement and Plan of Reorganization,
dated 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, $0.001 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 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 upon the
termination of the Reorganization Agreement.
The directors and officers of Company have entered into Company Voting
Agreements, a form of which is filed herewith as Exhibit 2.3, under which 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 individuals also have granted to Parent a proxy to so vote their
shares of Company Common Stock. Further, such individuals have agreed not to
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.
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Brentwood Associates V, L.P. ("Brentwood") also has entered into a
Company Voting Agreement with Parent, 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 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 Reorganization Agreement, 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 2.1, 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.
ITEM 7. FINANCIAL STATEMENTS 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).
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 affiliates of ISOCOR.
2.4 Company Voting Agreement, dated as of October 20, 1999, between Critical
Path, Inc. and Brentwood Associates V, L.P.
99.1 Press release of Critical Path, Inc., dated October 21, 1999
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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.
CRITICAL PATH, INC.
By: /s/ Brett Robertson
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Brett Robertson
Vice President of Strategic Development
and General Counsel
Dated: November 1, 1999
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EXHIBIT INDEX
Number Description
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).
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 affiliates of ISOCOR.
2.4 Company Voting Agreement, dated as of October 20, 1999, between Critical
Path, Inc. and Brentwood Associates.
99.1 Press release of Critical Path, Inc., dated October 21, 1999.
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