-----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, OPsTqZHKZ/fvzXL33CsuYcDxbOpB+0sL5mPheh0ftFTRw5PLfSpk/kJ0nLYkgLjO x4mNof5be/K8yFKII0/7zw== 0001181431-04-035772.txt : 20040716 0001181431-04-035772.hdr.sgml : 20040716 20040716181738 ACCESSION NUMBER: 0001181431-04-035772 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040709 FILED AS OF DATE: 20040716 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: CK Life Sciences Intl (Holdings) Inc CENTRAL INDEX KEY: 0001297567 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25331 FILM NUMBER: 04918887 BUSINESS ADDRESS: STREET 1: 7TH FLOOR, CHEUNG KONG CENTER STREET 2: 2 QUEEN'S ROAD CENTRAL CITY: CENTRAL STATE: K3 ZIP: - BUSINESS PHONE: 852 2128 8888 MAIL ADDRESS: STREET 1: 7TH FLOOR, CHEUNG KONG CENTER STREET 2: 2 QUEEN'S ROAD CENTRAL CITY: CENTRAL STATE: K3 ZIP: - 3 1 rrd48103.xml INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES X0202 3 2004-07-09 0 0001060801 CRITICAL PATH INC CPTH 0001297567 CK Life Sciences Intl (Holdings) Inc 7TH FLOOR, CHEUNG KONG CENTER 2 QUEEN'S ROAD CENTRAL HONG KONG K3 HONG KONG 0 0 1 0 Series E Preferred Stock 1.5 2004-07-09 2008-07-09 Common Stock 12916667 I See footnote. Call Option (obligation to sell) 1.5 2004-07-09 2004-08-04 Series E Preferred Stock 10930000 I See footnote. The shares of Series E Preferred Stock are convertible into the number shares of common stock of the issuer equal to the product of the number of shares of Series E Preferred Stock 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 Stock, the sum of $1.50 plus all dividends that have accrued and compounded semi-annually. There is no expiration date by which the Series E Preferred Stock must convert into common stock. If at any date after July 9, 2007 the average closing price per share of common stock for any 60 consecutive trading days is not less than 400% of the Series E Accreted Value, then the issuer has the option to redeem within 30 days all outstanding Series E Preferred Stock 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 Series E Preferred Stock 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. CK Life Sciences Int'l., (Holdings) Inc. beneficially owns 12,916,667 shares of Series E Preferred Stock through its wholly owned subsidiary Great Affluent Limited ("GAL"), convertible into 12,916,667 shares of Common Stock. On December 15, 2003, the Issuer entered into a Repurchase Option Agreement with Campina Enterprises Limited, Cenwell Limited and GAL, as well as with Dragonfield Limited and Lion Cosmos Limited, pursuant to which the Issuer was granted a call option to repurchase up to 10,930,000 shares of Series E Preferred Stock from the parties thereto at a repurchase price of $1.50 per share. The call option is exercisable pro-ratedly to such parties' proportion of their respective ownership of Series E Preferred Stock. Such option may be exercised once by the Issuer at any time after the issuance of the Series E Preferred Stock until 10 business days following the lapse of the Purchaser Subscription Privilege (as defined in the Note Purchase and Exchange Agreement, dated November 18, 2003). The parties thereto disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Ip Tak Chuen, Edmond 2004-07-16 -----END PRIVACY-ENHANCED MESSAGE-----