-----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, QDJjY045SD9aN06mggpe2yqk98XhAHxKyu6NXZN94imN6QdBsLbMxsv0t2Mj7+01 BtsiQtnV3+CM5nHLvx2gzw== 0001104659-06-083262.txt : 20061221 0001104659-06-083262.hdr.sgml : 20061221 20061221155801 ACCESSION NUMBER: 0001104659-06-083262 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061220 FILED AS OF DATE: 20061221 DATE AS OF CHANGE: 20061221 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: March Charitable Trust CENTRAL INDEX KEY: 0001318365 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25331 FILM NUMBER: 061293261 BUSINESS ADDRESS: STREET 1: PO BOX 86 HAMBRO HOUSE, ST. JULIAN'S AVE CITY: ST. PETER PORT, GUERNSEY STATE: XX ZIP: GY1 3AE BUSINESS PHONE: 44 1481 704241 MAIL ADDRESS: STREET 1: PO BOX 86 HAMBRO HOUSE, ST. JULIAN'S AVE CITY: ST. PETER PORT, GUERNSEY STATE: XX ZIP: GY1 3AE 4 1 a4.xml 4 X0202 4 2006-12-20 0 0001060801 CRITICAL PATH INC CPTH 0001318365 March Charitable Trust P.O. BOX 86, HAMBRO HOUSE ST. JULIAN'S AVENUE ST PETER PORT, GUERNSEY GY13AE 0 0 1 0 Series E Cumulative Redeemable Convertible Preferred Stock 1.5 2006-12-20 4 A 0 6416667 1.20 A 2006-12-20 2008-07-09 Common Stock 7329758 14754708 I See Footnote If at any date after July 9, 2007 the average closing price per share of Common Stock of the Issuer ("Common Stock") for any 60 consecutive trading days is not less than 400% of the Series E Accreted Value (described in note (2), below) then the issuer has the option to redeem within 40 days all outstanding Series E Cumulative Redeemable Convertible Preferred Stock of the Issuer (the "Series E Preferred") for cash at a price per share equal to the Series E Accreted Value plus all dividends accrued since the previous semi-annual compounding date. On July 9, 2008, all shares of Series E Preferred must automatically be redeemed for cash at a price per share equal to the Series E Accreted Value plus all dividends accrued since the previous semi-annual compounding date. This Form 4 is filed with respect to 6,416,667 shares of Series E Preferred purchased by Ace Paragon Holdings Limited from Great Affluent Limited on December 20, 2006. The shares of Series E Preferred are convertible into the number of common stock of the issuer equal to the product of the number of shares of Series E Preferred being converted multiplied by the quotient of (i) the Series E Accreted Value divided by (ii) $1.50 (subject to anti-dilution adjustments). Series E Accreted Value means, with respect to each share of Series E Preferred, the sum of $1.50 plus all dividends that have accrued and compounded semi-annually. As of June 30, 2006, the most recent semi-annual dividend compounding date, the 6,416,667 shares of Series E Preferred were convertible into 7,329,758 shares of Common Stock. The March Charitable Trust holds 100% of the issued and outstanding management shares of Strategic Global Asset Management PCC Limited. Strategic Global Asset Management PCC Limited holds 100% of the outstanding share capital of Ace Paragon Holdings Limited. As a result of its indirect ownership of Ace Paragon Holdings Limited, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), The March Charitable Trust may be deemed to beneficially own the shares of Series E Preferred held by Ace Paragon Holdings Limited. The March Charitable Trust disclaims beneficial ownership of shares of common stock issuable upon conversion of the Series E Preferred to Ace Paragon Holdings. The filing of this Form 4 shall not be deemed an admission that The March Charitable Trust is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such shares. Julian Michael Medland, Authorized Signatory, SG Hambros Trust Company (Channel Islands) Limited, Trustee of the March Charitable Trust 2006-12-20 -----END PRIVACY-ENHANCED MESSAGE-----