-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P00ir0rp3DlyqC8HIOwNfTwofawK2OLpt2aAt/yrXluW++DJ1jGxRzCNzrX6GPuk tAHwaGiD3jzIVy40sqsk+w== 0000891618-00-000464.txt : 20000204 0000891618-00-000464.hdr.sgml : 20000204 ACCESSION NUMBER: 0000891618-00-000464 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000119 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRITICAL PATH INC CENTRAL INDEX KEY: 0001060801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911788300 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25331 FILM NUMBER: 522776 BUSINESS ADDRESS: STREET 1: 320 FIRST STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4158088800 MAIL ADDRESS: STREET 1: 320 FIRST STREET CITY: SAN FRNACISCO STATE: CA ZIP: 94105 8-K 1 8-K 1 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 JANUARY 19, 2000 ------------------------------------------------------------------- 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 incorporation) No.)
320 1ST STREET, SAN FRANCISCO, CALIFORNIA 94105 ------------------------------------------------------------------- (Address of principal executive offices, including zip code) (415) 808-8800 ------------------------------------------------------------------- (Registrant's telephone number, including area code) INAPPLICABLE ------------------------------------------------------------------- (Former name or address, if changed since last report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 19, 2000, Critical Path, Inc. ("Registrant" or "Critical Path") completed its merger with ISOCOR, following a vote by the shareholders of each company to approve the merger. Pursuant to an Agreement and Plan of Reorganization dated October 20, 1999, by and among Registrant, Initialize Acquisition Corp., a California corporation and a wholly-owned subsidiary of Registrant, and ISOCOR, a California corporation, Initialize Acquisition Corp. merged with and into ISOCOR with ISOCOR surviving as a wholly-owned subsidiary of Registrant. Each outstanding share of Common Stock of ISOCOR has been converted into the right to receive 0.4707 shares of Common Stock of Registrant. In addition, each option to acquire ISOCOR Common Stock outstanding immediately prior to the effective time of the merger has been converted into an option to purchase that number of shares Registrant into which the shares of ISOCOR Common Stock underlying the option would have been converted in the merger. The information that is set forth in the Registrant's Press Releases dated January 20, 2000 is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired The balance sheets of ISOCOR at December 31, 1998 and 1997 and the statements of operations, stockholders' equity and cash flows of ISOCOR for each of the three years in the three-year period ended December 31, 1998, including the report of independent auditors thereon, included in the Registrant's Registration Statement on Form S-4 filed December 6, 1999 are incorporated herein by reference. The unaudited balance sheet of ISOCOR at September 30, 1999 and the statements of operations and cash flows of ISOCOR for the nine months ended September 30, 1999 and 1998 included in the Registrant's Registration Statement on Form S-4 filed December 6, 1999 are incorporated herein by reference. (b) Pro Forma Financial Information The pro forma condensed combined financial data of Critical Path and ISOCOR are incorporated by reference from the Registrant's Registration Statement on Form S-4 filed December 6, 1999. (c) Exhibits The following exhibits are filed herewith: 99.1 Text of Press Release dated January 20, 2000, regarding the completion of the acquisition of ISOCOR. -2- 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Critical Path, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CRITICAL PATH, INC. Dated: February 3, 2000 By: /s/ Mark Rubash ------------------------------- Mark Rubash Executive Vice President and Chief Financial Officer (Principal Accounting and Principal Financial Officer) -3- 4 INDEX TO EXHIBITS
Exhibit Number Description - ------ ----------- 99.1 Text of Press Release dated January 20, 2000, regarding the completion of the acquisition of ISOCOR.
EX-99.1 2 EX-99.1 1 EXHIBIT INDEX EXHIBIT 99.1 CRITICAL PATH CREATES COMPLETE END-TO-END INTERNET MESSAGING SOLUTION WITH CLOSE OF ISOCOR ACQUISITION CRITICAL PATH ADDS 44 MILLION NEW MAILBOXES SAN FRANCISCO--(BUSINESS WIRE)--Jan. 20, 2000-- Critical Path, Inc. (Nasdaq:CPTH - news), the dominant provider of advanced Internet messaging and collaboration solutions, today announced it has successfully closed the acquisition of ISOCOR (Nasdaq:ICOR - news), a leading supplier of Internet messaging, directory and meta-directory software solutions. Critical Path announced a definitive acquisition agreement to acquire ISOCOR on October 21, 1999 and completed the acquisition in less than three months. The acquisition of ISOCOR accelerates Critical Path's worldwide growth strategy further establishing Critical Path as a complete end-to-end messaging solution company for corporations, Internet Service providers (ISP), Web hosting, portals and telecommunications companies. With the acquisition, Critical Path acquires ISOCOR's strong international customer base, eight worldwide offices, and over 75 associates and partners. ISOCOR's directory and messaging expertise adds important resources to help bring new revenue generating services to market, enabling customers to benefit from the combined company's robust integrated messaging platform with increased functionality, flexibility and choice. "The acquisition of ISOCOR demonstrates Critical Path's commitment to building a global infrastructure that satisfies the broadest range of email and messaging demands presented by customers," said Doug Hickey, Critical Path's president and CEO. "ISOCOR's award-winning technology and worldwide presence combined with Critical Path's advanced messaging infrastructure significantly enhances Critical Path's ability to provide the scalability, reliability and security required by the explosive growth of Internet messaging." "The worldwide messaging market is growing rapidly and Critical Path has consistently demonstrated its commitment to the worldwide market," said Steve Robins, senior analyst of the Yankee Group. "Through its acquisition of ISOCOR, Critical Path is strategically positioned as a leading worldwide provider of advanced Internet messaging solutions and in the process, Critical Path also greatly enhances the services it can offer to its worldwide customer base." 2 ISOCOR brings more than 44 million mailboxes to Critical Path and more than 1,200 businesses such as IBM, UUNet, British Telecom, France Telecom, New York Life, Netscape, and Racal. In addition, Paul Gigg, former president and CEO of ISOCOR, joins Critical Path as executive vice president and chief operating officer (COO). As COO, Paul Gigg will be involved in Critical Path's day-to-day operations and focus on providing customers with the most reliable, scalable and advanced Internet messaging and directory solutions available. During Gigg's tenure as CEO of ISOCOR, he spearheaded the introduction of new products, expanded ISOCOR's services and capabilities, while shepherding ISOCOR's dynamic revenue growth. Gigg brings an extensive knowledge of customers' needs as well as an in-depth knowledge of the global corporate and telecommunications marketplace to Critical Path. "Paul has a proven track record of leading an International team and establishing a successful business delivering advanced messaging and directory solutions to the corporate market," said Doug Hickey. " Paul brings an extensive breadth of experience and leadership which will enable Critical Path to continue to extend its position as the dominant provider of global messaging solutions." Critical Path will also report fourth quarter earnings today. About Critical Path, Inc. Critical Path, Inc. (Nasdaq: CPTH - news) is a leading global provider of business-to-business Internet messaging and collaboration solutions for corporations, Internet service providers (ISPs), Web hosting companies, and Web portals. Critical Path has built an industry-leading global infrastructure with data centers connected to key Internet exchange points, and currently reaches millions of end-users through its customer relationships. Critical Path provides reliable, secure, and scalable e-mail, and a flexible suite of enhanced messaging services to partners such as E*TRADE, CompuServe, Network Solutions, U S West, Sprint, and ICQ. Critical Path is headquartered in San Francisco, California, with offices in locations nationwide and in Germany, the UK, and Argentina. More information on Critical Path can be found at www.cp.net. Critical Path is a service mark and the Critical Path logo is a trademark of Critical Path, Inc. This press release contains forward-looking statements regarding the company and its expectations which involve certain risks and uncertainties. Factors that could cause the company's results to differ materially from its expectations include: inability to convert available mailboxes to real revenue; failure of acquisitions to close; failure to expand our sales and marketing activities; unplanned system interruptions and capacity constraints that could reduce our ability to provide 3 email services and harm our business and our reputation; potential difficulties associated with strategic relationships; ability to respond to rapid technological change of the Internet messaging industry; competition; and problems related to managing the company's expected growth, including the ability to maintain or reduce cost efficiencies. These and other risks and uncertainties are described in more detail in the company's Critical Path's most recent 10Q and other filings with the Securities and Exchange Commission (www.sec.gov). -----END PRIVACY-ENHANCED MESSAGE-----