-----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, Osx1KndJlHh6Z+sRBznQlnKsf1Qni9AUqcADRIk+W0ZiKvToun9XRZ6lIGsWYI8Z VgljbhrK5Mvfzc5CitDafw== 0000921530-02-000185.txt : 20020414 0000921530-02-000185.hdr.sgml : 20020414 ACCESSION NUMBER: 0000921530-02-000185 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020215 GROUP MEMBERS: PURNENDU CHATTERJEE SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56169 FILM NUMBER: 02552164 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHATTERJEE PURNENDU CENTRAL INDEX KEY: 0000915989 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 545217871 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SOROS FUND MANAGEMENT STREET 2: 888 SEVENTH AVE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2123975552 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 SC 13G/A 1 criticalpath_13ga1-123101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CRITICAL PATH, INC. ------------------- (Name of Issuer) Common Stock, $0.001 Par Value ------------------------------ (Title of Class of Securities) 22674V100 --------- (CUSIP Number) December 31, 2001 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 7 Pages Exhibit Index: Page 6 SCHEDULE 13G CUSIP No. 22674V100 Page 2 of 7 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) PURNENDU CHATTERJEE (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 4,889,737 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 4,889,737 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,889,737 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 6.48% 12 Type of Reporting Person (See Instructions) IA Page 3 of 7 Pages Item 1(a) Name of Issuer: Critical Path, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 532 Folsom Street, San Francisco, California 94105 Item 2(a) Name of Person Filing: The Statement is filed on behalf of Purnendu Chatterjee (the "Reporting Person"): This Statement relates to Shares (as defined herein) held for the accounts of Winston Partners, L.P., a Delaware limited partnership ("Winston L.P."), Chatterjee Fund Management, L.P., a Delaware limited partnership ("CFM"), and the Reporting Person. CFM is the general partner of Winston L.P. The Reporting Person is the sole general partner of CFM. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of the Reporting Person is 888 Seventh Avenue, 30th Floor, New York, NY 10106. Item 2(c) Citizenship: The Reporting Person is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $0.001 Par Value (the "Shares"). Item 2(e) CUSIP Number: 22674V100 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2001, the Reporting Person may be deemed the beneficial owner of 4,889,737 Shares. This number consists of (A) 2,903,537 Shares held for the account of Winston L.P (assumes the exercise of $9,200,000 principal amount of 5 3/4% Convertible Notes Due 2005 into 90,662 Shares), (B) 102,000 Shares held for the account of CFM and (C) 1,884,200 Shares held for the account of the Reporting Person. Page 4 of 7 Pages Item 4(b) Percent of Class: The number of Shares of which the Reporting Person may be deemed to be the beneficial owner constitutes approximately 6.48% of the total number of Shares outstanding (assumes the exercise of $9,200,000 principal amount of 5 3/4% Convertible Notes Due 2005 into 90,662 Shares). Item 4(c) Number of Shares that the Reporting Person has: (i) Sole power to vote or direct the vote: 4,889,737 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 4,889,737 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The partners of Winston L.P. have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the account of Winston L.P. in accordance with their partnership interests in Winston L.P. (ii) The partners of CFM have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the account of CFM in accordance with their partnership interests in CFM. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below the Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 5 of 7 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 15, 2002 PURNENDU CHATTERJEE By: /s/ Vijay Chaudhry -------------------------- Vijay Chaudhry Attorney-in-Fact Page 6 of 7 Pages EXHIBIT INDEX Page No. -------- A. Power of Attorney, dated as of February 13, 2002, granted by Dr. Purnendu Chatterjee in favor of Mr. Vijay Chaudhry........ 7 EX-24 3 criticalpath_13ga1exa.txt Page 7 of 7 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make, constitute and appoint VIJAY CHAUDHRY as my agent and attorney-in-fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 13th day of February, 2002 /s/ Purnendu Chatterjee ----------------------------- PURNENDU CHATTERJEE -----END PRIVACY-ENHANCED MESSAGE-----