================================================================================
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
August 31, 1999
Date of Report (date of earliest event reported)
CRITICAL PATH, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 000-25331 91-1788300
- ----------------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
320 First Street
San Francisco, California 94105
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 808-8800
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
Item 2. Acquisition or Disposition of Assets
------------------------------------
On August 31, 1999, Critical Path, Inc. ("Critical Path") completed its
acquisition of Amplitude Software Corp. ("Amplitude") pursuant to the terms of
the Agreement and Plan of Reorganization dated June 22, 1999, among Critical
Path, Amplitude and Apollo Acquisition Corp., a wholly-owned subsidiary of
Critical Path ("Merger Sub"). Pursuant to the terms of the Reorganization
Agreement, Amplitude merged with and into Merger Sub and became a wholly-owned
subsidiary of Critical Path. In addition, each issued and outstanding share of
Amplitude common stock was converted into the right to receive shares of
Critical Path common stock at an exchange ratio of 0.135186988 and $1.69856780
in cash. Each issued and outstanding share of Amplitude Series A Preferred
Stock was converted into the right to receive shares of Critical Path common
stock at an exchange ratio of 0.13685308 and $1.69856780 in cash. Each issued
and outstanding share of Amplitude Series B Preferred Stock was converted into
the right to receive shares of Critical Path common stock at an exchange ratio
of 0.14907106 and $1.69856780 in cash. Each issued and outstanding share of
Amplitude Series B-1 Preferred Stock was converted into the right to receive
shares of Critical Path common stock at an exchange ratio of 0.15328904 and
$1.69856780 in cash. Each issued and outstanding share of Amplitude Series C
Preferred Stock was converted into the right to receive shares of Critical Path
common stock at an exchange ratio of 0.16156672 and $1.69856780 in cash. Each
issued and outstanding share of Amplitude Series D Preferred Stock was converted
into the right to receive shares of Critical Path common stock at an exchange
ratio of 0.17767224 and $1.69856780 in cash. Critical Path assumed 3,203,534
outstanding options to acquire Amplitude common stock as options to acquire
Critical Path common stock, on the same terms as the original option, adjusted
to reflect the Option exchange ratio of 0.182353049339. Critical Path issued
4,107,310 shares of Critical Path common stock in the merger and, in addition,
assumed options that can be exercised for approximately 584,174 shares of
Critical Path common stock.
The exchange ratios were determined through negotiations between the
managements of Critical Path and Amplitude, and were approved by their
respective boards of directors on June 22, 1999. Amplitude shareholders
approved the Merger through written consents to action in lieu of a stockholder
meeting dated as of August 27, 1999.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
The financial statements are unavailable as of the date of this filing.
Such information will be filed on or before the sixtieth day following
the filing date of this Current Report on Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information is unavailable as of the date of
this filing. Such information will be filed on or before the sixtieth
day following the filing date of this Current Report on Form 8-K.
(c) Exhibits
2.1 Agreement and Plan of Reorganization, dated June 22, 1999,
among Critical Path Inc., Amplitude Software Corp. and Apollo
Acquisition Corp.
99.1 Press Release by Critical Path, Inc., dated August 31, 1999,
announcing completion of the acquisition.
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: September 13, 1999 CRITICAL PATH, INC.
/s/ David A. Thatcher
---------------------------------------------------
David A. Thatcher
Executive Vice President and Chief Financial Officer
CRITICAL PATH, INC.
EXHIBIT INDEX TO FORM 8-K
Dated August 31, 1999
Exhibit
2.1 Agreement and Plan of Reorganization, dated June 22, 1999, among Critical
Path Inc., Amplitude Software Corp. and Apollo Acquisition Corp.
99.1 Press Release by Critical Path, Inc., dated August 31, 1999, announcing
completion of the acquisition.