-----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, BUMzqMNBLiQt/3ZoMNpxCVhdA3OLJgVaWJ1jDMEGxeEYALOh934q83ww86DbpgAU e7WfEFAYqZTYZsYEDX2XtA== /in/edgar/work/0000891618-00-004814/0000891618-00-004814.txt : 20001009 0000891618-00-004814.hdr.sgml : 20001009 ACCESSION NUMBER: 0000891618-00-004814 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001006 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRITICAL PATH INC CENTRAL INDEX KEY: 0001060801 STANDARD INDUSTRIAL CLASSIFICATION: [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: 736448 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 f66078e8-k.txt FORM 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 OCTOBER 6, 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 No.)
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) - -------------------------------------------------------------------------------- 2 Item 2. Acquisition or Disposition of Assets On September 25, 2000, Critical Path, Inc. ("Critical Path") completed its acquisition of PeerLogic, Inc. ("PeerLogic"), following approval through written consents to action by PeerLogic shareholders in lieu of a stockholder meeting. Pursuant to the terms of the Agreement and Plan of Reorganization dated August 8, 2000, among Critical Path, PeerLogic and Prince Acquisition Corp., a wholly-owned subsidiary of Critical Path ("Merger Sub"), PeerLogic merged with and into Merger Sub and became a wholly-owned subsidiary of Critical Path. Critical Path issued a total of 6,400,000 shares of Critical Path Common Stock in the merger. Each issued and outstanding share of PeerLogic Common Stock and Series B, C and D Preferred Stock was converted into the right to receive 0.40843 shares of Critical Path Common Stock. In addition, each option to acquire PeerLogic Common Stock outstanding immediately prior to the effective time of the merger has been converted into an option to purchase 0.40843 shares of Critical Path Common Stock. Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired 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 that this Current Report on Form 8-K must be filed. (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 that this Current Report on Form 8-K must be filed. (c) Exhibits 2.1 Agreement and Plan of Reorganization, dated August 8, 2000, among Critical Path Inc., PeerLogic, Inc. and Prince Acquisition Corp (Incorporated by reference to Exhibit 5 to the Registrant's Current Report of Form 8-K filed August 23, 2000 (File No. 000-25331)). 99.1 Press Release of Critical Path, Inc., dated September 26, 2000.
2 3 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: October 6, 2000 CRITICAL PATH, INC. /s/ MARK J. RUBASH --------------------------------------- Mark J. Rubash Executive Vice President and Chief Financial Officer 3 4 CRITICAL PATH, INC. EXHIBIT INDEX TO FORM 8-K Dated October 6, 2000 Exhibits 2.1 Agreement and Plan of Reorganization, dated August 8, 2000, among Critical Path Inc., PeerLogic, Inc. and Prince Acquisition Corp. (Incorporated by reference to Exhibit 5 to the Registrant's Current Report on Form 8-K filed August 23, 2000 (File No. 000-25331)). 99.1 Press Release of Critical Path, Inc., dated September 26.
4 EX-99.1 2 f66078ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 CRITICAL PATH EXPANDS eBUSINESS INFRASTRUCTURE THROUGH COMPLETION OF PEERLOGIC ACQUISITION Critical Path Strengthens Messaging Infrastructure Solutions That Fuel eBusiness SAN FRANCISCO (SEPTEMBER 26, 2000) - Critical Path Inc. (Nasdaq: CPTH), the leading provider of Internet messaging infrastructure, today announced the successful completion of the acquisition of PeerLogic, a premier supplier of directory and data integration software. The completion of this acquisition further positions Critical Path as the only company capable of providing the end-to-end messaging infrastructure solutions that transform diverse IT environments into cohesive eBusiness solutions. Critical Path is able to provide the ideal infrastructure for secure eBusiness communications by enabling mission-critical business information to flow securely between any two points in the electronic economy. The acquisition will bring to fruition the combination of Critical Path's InJoin(TM) Directory and Meta-Directory technologies with PeerLogic's renowned LiveContent DIRECTORY. A strong directory/meta-directory system empowers any corporation, regardless of IT platform, to leverage existing technologies and join disparate mission-critical data residing throughout an organization into a singular efficient tool. Directories and meta-directories are facilitators of rapid change in the new economy, helping businesses control their digital assets while mitigating security risks associated with opening their business systems to the world. "Critical Path is building the most compelling portfolio of products and services to serve as the foundation for modern eBusiness, and the combination of PeerLogic's suite of data integration solutions and Critical Path's advanced messaging solutions creates the Internet messaging infrastructure upon which the new economy is being built," said Doug Hickey, CEO of Critical Path. "Corporations can now leverage Critical Path's complete end-to-end messaging infrastructure to develop an eBusiness strategy that leverages their existing technology investments." In addition to building an eBusiness messaging infrastructure, Critical Path is positioned to play an important role in the development and widespread adoption of communications security. In global eBusiness, digital signature technology and Public Key Infrastructure (PKI) will continue to grow in importance. This acquisition creates a powerful secure messaging suite that interoperates with the major PKI technology providers including Verisign, Entrust, Baltimore, DigiCert, and Xcert, ensuring easy and rapid implementation of a PKI Certificate infrastructure for eBusiness. The combination of PeerLogic's customer base, which consists of more than 2,000 businesses including EDS, PricewaterhouseCoopers and Britain's Royal Mail, and Critical Path's established customer base which includes corporations, Internet-centric, wireless and telecommunications companies, solidly positions Critical Path as the company providing the foundation for eBusiness. ABOUT CRITICAL PATH, INC. Critical Path Inc. (Nasdaq: CPTH) ignites the power of information for eBusiness by providing the Internet messaging infrastructure upon which the new economy is built. The company is a single resource that powers the flow of mission-critical information through an integrated portfolio of secure messaging, directory, data integration and collaboration solutions. Critical Path's technology strengthens all aspects of the eBusiness value chain by providing the messaging infrastructure that fuels customer's new and existing eBusiness initiatives. Critical Path is headquartered in San Francisco, with offices worldwide. More information on Critical Path can be found at www.cp.net. # # # Critical Path and the Critical Path logo are the trademarks of Critical Path, Inc. All other trademarks are the property of their holders. The statements in this press release relating to matters that are not historical are forward-looking statements. Actual results could differ materially from these forward-looking statements. Risks and uncertainties facing Critical Path are described in its prospectus dated June 1, 1999 and with its periodic filings with the Securities and Exchange Commission (www.sec.gov). -----END PRIVACY-ENHANCED MESSAGE-----