8-K

UNITED STATES
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

December 23, 2002
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

CRITICAL PATH, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

California
(STATE OR OTHER JURISDICTION OF INCORPORATION) 000-25331
(COMMISSION FILE NUMBER) 91-1788300
(I.R.S. EMPLOYER IDENTIFICATION NO.)

350 THE EMBARCADERO, SAN FRANCISCO, CALIFORNIA 94105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(415) 541-2500
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K DATED DECEMBER 23, 2002
Exhibit 99.1

Item 5. Other Events.

On December 30, 2002, we announced the receipt of a NASDAQ Staff Determination that we failed to comply with the minimum bid price requirement for continued listing on The NASDAQ National Market, and that our common stock is therefore subject to delisting from The NASDAQ National Market. However, we have requested a hearing before a NASDAQ Listing Qualifications Panel to review the Staff Determination and our plans to achieve compliance with the continued listing requirements. A hearing date has been set for January 30, 2003. Our common stock will continue to trade on The NASDAQ National Market pending the panel’s decision after the hearing.

A copy of the press release with respect to this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits

Exhibit No.	Description
99.1	Press Release dated December 30, 2002

SIGNATURE

     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.

	CRITICAL PATH, INC
Date: December 30, 2002	/s/ Laureen DeBuono
	Laureen DeBuono Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED DECEMBER 23, 2002

Exhibit	Description
99.1	Press Release dated December 30, 2002

EX-99.1 3 f86598exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 For Immediate Release - --------------------- CRITICAL PATH TO APPEAL NASDAQ DETERMINATION SAN FRANCISCO - (Dec. 30, 2002) Critical Path, Inc. (Nasdaq: CPTH), a global leader in digital communications software and services, today announced that it has received notification from The Nasdaq Stock Market that it is out of compliance with the minimum bid price requirement of $1.00 a share set forth in Marketplace Rule 4450(a)(5) for continued listing on the Nasdaq National Market. Critical Path's securities will, therefore, be subject to de-listing action from The Nasdaq National Market. However, the Company has requested a hearing with the Nasdaq Listing Qualifications Panel, which is set for January 30, and it intends to present a plan through which it expects to regain full compliance with the Nasdaq continued listing standards. The common stock will remain listed on The Nasdaq National Market at least until the hearing date. About Critical Path, Inc. Critical Path, Inc. (Nasdaq: CPTH) is a global leader in digital communications software and services. The company provides messaging solutions - -- from wireless, secure and unified messaging to basic email and personal information management -- as well as identity management solutions that simplify user profile management and strengthen information security. The standards-based Critical Path Communications Platform, built to perform reliably at the scale of public networks, delivers the industry's lowest total cost of ownership for messaging solutions and lays a solid foundation for next-generation communications services. Solutions are available on a hosted or licensed basis. Critical Path's customers include more than 700 enterprises, 190 carriers and service providers, eight national postal authorities and 35 government agencies. Critical Path is headquartered in San Francisco. More information can be found at www.criticalpath.net -more- Critical Path to Appeal Nasdaq Determination / 2 Forward-Looking Statements: This press release may contain forward-looking statements, including the Company's statements regarding its finance, business and operations results and projections including anticipated or projected revenue, expenses and operational growth and markets. The words "anticipate," "expect," "intend," "plan," "believe," "seek," and "estimate" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, difficulties of forecasting future results due to our limited operating history, failure to meet sales and revenue objectives, forecasts and earnings guidance, failure to negotiate favorable deals with strategic partners for technology and the distribution of our products and services, our evolving business strategies and the emerging nature of the market for our products and services, lingering doubts related to the SEC investigation of former executive officers and directors, turnover within and integration of senior management, board of directors members and other key personnel, difficulties in delivering and marketing our product and service offerings, protection of our intellectual property, failure to successfully expand our sales and marketing activities, potential difficulties associated with restructuring, strategic relationships, investments and uncollected bills, general economic conditions in markets in which the Company does business, volatility in the market for stock and risks associated with potential de-listing actions by the market on which we are listed, risks associated with the operation of the Company should its stock be de-listed, risks associated with our international operations, foreign currency fluctuations, unplanned system interruptions and capacity constraints, software defects. These and other risks and uncertainties are described in more detail in Critical Path's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 and the Quarterly Reports on Form 10-Q the for quarters ended March 31, June 30 and September 30, 2002, all as may be amended from time to time, and all subsequent filings with the Securities and Exchange Commission (www.sec.gov). # # # Note to Editors: Critical Path and the Critical Path logo are the trademarks of Critical Path, Inc. Critical Path Contact Information: For Reporters: For Financial Analysts: Katey Stewart Mike Bishop Horn Group Investor Relations 415-905-4019 415-541-2619 kstewart@horngroup.com mike.bishop@criticalpath.net -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                   EXHIBIT 99.1


For Immediate Release
- ---------------------


                 CRITICAL PATH TO APPEAL NASDAQ DETERMINATION

SAN FRANCISCO - (Dec. 30, 2002) Critical Path, Inc. (Nasdaq: CPTH), a global
leader in digital communications software and services, today announced that it
has received notification from The Nasdaq Stock Market that it is out of
compliance with the minimum bid price requirement of $1.00 a share set forth in
Marketplace Rule 4450(a)(5) for continued listing on the Nasdaq National
Market.  Critical Path's securities will, therefore, be subject to de-listing
action from The Nasdaq National Market.  However, the Company has requested a
hearing with the Nasdaq Listing Qualifications Panel, which is set for January
30, and it intends to present a plan through which it expects to regain full
compliance with the Nasdaq continued listing standards.  The common stock will
remain listed on The Nasdaq National Market at least until the hearing date.


About Critical Path, Inc.

Critical Path, Inc.  (Nasdaq: CPTH) is a global leader in digital
communications software and services. The company provides messaging solutions
- -- from wireless, secure and unified messaging to basic email and personal
information management -- as well as identity management solutions that
simplify user profile management and strengthen information security.  The
standards-based Critical Path Communications Platform, built to perform
reliably at the scale of public networks, delivers the industry's lowest total
cost of ownership for messaging solutions and lays a solid foundation for
next-generation communications services.  Solutions are available on a hosted
or licensed basis.  Critical Path's customers include more than 700
enterprises, 190 carriers and service providers, eight national postal
authorities and 35 government agencies.  Critical Path is headquartered in San
Francisco.  More information can be found at www.criticalpath.net






                                   -more-

                               Critical Path to Appeal Nasdaq Determination / 2



Forward-Looking Statements:
This press release may contain forward-looking statements, including the
Company's statements regarding its finance, business and operations results and
projections including anticipated or projected revenue, expenses and
operational growth and markets. The words "anticipate," "expect," "intend,"
"plan," "believe," "seek," and "estimate" and similar expressions are intended
to identify forward-looking statements. These forward-looking statements
involve a number of risks and uncertainties that could cause actual results to
differ materially. Factors that might cause future results to differ materially
from those projected in the forward-looking statements include, but are not
limited to, difficulties of forecasting future results due to our limited
operating history, failure to meet sales and revenue objectives, forecasts and
earnings guidance, failure to negotiate favorable deals with strategic partners
for technology and the distribution of our products and services, our evolving
business strategies and the emerging nature of the market for our products and
services, lingering doubts related to the SEC investigation of former executive
officers and directors, turnover within and integration of senior management,
board of directors members and other key personnel, difficulties in delivering
and marketing our product and service offerings, protection of our intellectual
property, failure to successfully expand our sales and marketing activities,
potential difficulties associated with restructuring, strategic relationships,
investments and uncollected bills, general economic conditions in markets in
which the Company does business, volatility in the market for stock and risks
associated with potential de-listing actions by the market on which we are
listed, risks associated with the operation of the Company should its stock be
de-listed, risks associated with our international operations, foreign currency
fluctuations, unplanned system interruptions and capacity constraints, software
defects. These and other risks and uncertainties are described in more detail
in Critical Path's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 and the Quarterly Reports on Form 10-Q the for quarters ended
March 31, June 30 and September 30, 2002, all as may be amended from time to
time, and all subsequent filings with the Securities and Exchange Commission
(www.sec.gov).

                                    # # #

Note to Editors: Critical Path and the Critical Path logo are the trademarks of
Critical Path, Inc.



Critical Path Contact Information:
    For Reporters:                              For Financial Analysts:
    Katey Stewart                               Mike Bishop
    Horn Group                                  Investor Relations
    415-905-4019                                415-541-2619
    kstewart@horngroup.com                      mike.bishop@criticalpath.net