424B3 1 f66099b3e424b3.txt FORM 424(B)(3) 1 PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3) RELATING TO PROSPECTUS DATED JULY 12, 2000 REGISTRATION NO. 333-39958 logo $300,000,000 of 5 3/4% Convertible Subordinated Notes due April 1, 2005 2,956,380 Shares of Common Stock CRITICAL PATH, INC. COMMON STOCK ------------------------- This Prospectus Supplement relates to the offering by certain Selling Holders of up to $300,000,000 of 5 3/4% Convertible Subordinated Notes due April 1, 2005 of Critical Path and up to 2,956,380 shares of Common Stock that are issuable upon conversion of the Notes at a conversion rate of 9.8546 shares per $1,000 principal amount of the Notes. This Prospectus Supplement should be read in conjunction with the Prospectus dated July 12, 2000, which is to be delivered with this Prospectus Supplement. All capitalized terms used but not defined in this Prospectus Supplement shall have the meanings given in the Prospectus. ------------------------- INVESTING IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS. ------------------------- The Securities and Exchange Commission (the "Commission") may take the view that, under certain circumstances, the Selling Holders and any broker-dealers or agents that participate with the Selling Holders in the distribution of the securities may be deemed to be "underwriters" within the meaning of the Securities Act. Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. See "Plan of Distribution." ------------------------- The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense. ------------------------- THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER 31, 2000 2 SELLING HOLDERS The following table supplements the information appearing in the table under the heading, "Selling Holders" in the Prospectus dated July 12, 2000, as of the date of this Prospectus Supplement. We may amend or further supplement the Prospectus from time to time to update the disclosure set forth herein.
PRINCIPAL SHARES OF AMOUNT OF SHARES OF COMMON STOCK NOTES COMMON SHARES OF COMMON BENEFICIALLY OWNED BENEFICIALLY STOCK STOCK WHICH MAY AFTER OFFERING(2) OWNED AND BENEFICIALLY BE SOLD PURSUANT --------------------- SELLING HOLDER OFFERED OWNED TO THE PROSPECTUS NUMBER PERCENT(%) -------------- ------------ ------------ ----------------- -------- ---------- Robertson Stephens........................ 12,000,000 118,255.20 118,255.20 0 * 555 California Street 24(th) Floor San Francisco, CA 94104 UBS Warburg LLC........................... 750,000 7,390.95 7,390.95 0 * 299 Park Avenue New York, NY 10171-0026 Tribeca Investments LLC................... 5,000,000 49,273 49,273 39,418.4(3) * 399 Park Avenue 7(th) Floor Zone 1 New York, NY 10022 Van Kampen Harbor Fund.................... 4,500,000 44,345.7 44,345.7 0 * c/o Van Kampen Asset Management Inc. 2800 Post Oak Blvd. Houston, TX 77056 Rhapsody Fund, LP(4)...................... 200,000 1,970.92 1,970.92 0 * 555 California St., Suite 2975 San Francisco, CA 94104 Gryphon Domestic III, LLC(4).............. 400,000 3,941.84 3,941.84 0 * 555 California St., Suite 2975 San Francisco, CA 94104 Investcorp - Sam Fund Limited(4).......... 300,000 2,956.38 2,956.38 0 * 555 California St., Suite 2975 San Francisco, CA 94104 Arpeggio Fund(4).......................... 100,000 985.46 985.46 0 * 555 California St., Suite 2975 San Francisco, CA 94104 Goldman Sachs & Company................... 5,000,000 49,273 49,273 0 * 180 Maiden Lane, 41st floor New York, NY 10038 CIBC World Markets........................ 37,388,000 368,443.78 368,443.78 0 * One World Financial Center 200 Liberty Street New York, NY 10281
------------------------ * Indicates less than one percent. (1) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after June 23, 2000 through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned. (2) Assumes the sale of all Common Stock offered under this Prospectus. (3) Consists of $4,000,000 principal amount of 5 3/4% Convertible Subordinated Notes due April 1, 2005 that have been previously registered. (4) Rhapsody Fund, LP, Gryphon Domestic III, LLC, Investcorp - Sam Fund Limited and Arpeggio Fund are managed by Symphony Asset Management LLC. Each of these funds disclaims beneficial ownership of the notes owned by the other funds. 3 ------------------------------------------------------ ------------------------------------------------------ WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE A STATEMENT THAT DIFFERS FROM WHAT IS IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. IF ANY PERSON DOES MAKE A STATEMENT THAT DIFFERS FROM WHAT IS IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, YOU SHOULD NOT RELY ON SUCH STATEMENT. THE PROSPECTUS IS NOT AN OFFER TO SELL, NOR IS IT SEEKING AN OFFER TO BUY, THESE SECURITIES IN ANY STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION IN THIS PROSPECTUS IS COMPLETE AND ACCURATE OF ITS DATE, BUT THE INFORMATION MAY CHANGE AFTER THAT DATE. ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ CRITICAL PATH, INC. -------------------------------------------------- PROSPECTUS SUPPLEMENT -------------------------------------------------- October 31, 2000 ------------------------------------------------------ ------------------------------------------------------