-----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, T++Y2OkaWchbpfcrb5lQ1pYJT0iBiDk0ceObFoDgYHX+OE442q1IJqeTyq0stnKk etTJyU4yXolJT6pJmO5jHw== 0001181431-04-036298.txt : 20040721 0001181431-04-036298.hdr.sgml : 20040721 20040721074128 ACCESSION NUMBER: 0001181431-04-036298 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040709 FILED AS OF DATE: 20040721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHEUNG KONG HOLDINGS LTD CENTRAL INDEX KEY: 0001164004 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25331 FILM NUMBER: 04923054 BUSINESS ADDRESS: STREET 1: 8TH FLOOR CHEUNG KONG CENTER STREET 2: 2 QUEENS ROAD CENTRAL CITY: HONG KONG CHINA STATE: F5 ZIP: 00000 BUSINESS PHONE: 85221288888 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 4/A 1 rrd48521.xml FORM 4 DATED 7/9/2004 X0202 4/A 2004-07-09 2004-07-14 0 0001060801 CRITICAL PATH INC CPTH 0001164004 CHEUNG KONG HOLDINGS LTD 7TH FLOOR, CHEUNG KONG CENTER 2 QUEEN'S ROAD CENTRAL K3 00000 0 0 1 0 Series D Preferred Stock 4.2 2004-07-09 4 J 0 436363 D 2001-11-08 2005-11-08 Common Stock 1658889 0 I See footnote Series D Preferred Stock 1.5 2004-07-09 4 J 0 436363 A 2001-11-08 2005-11-08 Common Stock 4885825 436363 I See footnote Series D Preferred Stock 4.2 2004-07-09 4 J 0 436364 D 2001-11-08 2005-11-08 Common Stock 1658893 0 I See footnote Series D Preferred Stock 1.5 2004-07-09 4 J 0 436364 A 2001-11-08 2005-11-08 Common Stock 4885825 436364 I See footnote Subordinated Convertible Notes 405.92 2004-07-09 4 J 0 5085000 D 2000-04-01 2005-01-05 Common Stock 12527 0 I See footnote Series E Preferred Stock 1.5 2004-07-09 4 J 0 3390000 A 2004-07-09 2008-07-09 Common Stock 3390000 3390000 I See footnote Subordinated Convertible Notes 405.92 2004-07-09 4 J 0 4670000 D 2000-04-01 2005-01-05 Common Stock 5749 0 I See footnote Series E Preferred Stock 1.5 2004-07-09 4 J 0 1555733 A 2004-07-09 2008-07-09 Common Stock 1555733 1555733 I See footnote Subordinated Convertible Notes 405.92 2004-07-09 4 J 0 19375000 D 2000-04-01 2005-01-05 Common Stock 21006 0 I See footnote Series E Preferred Stock 1.5 2004-07-09 4 J 0 5684625 A 2004-07-09 2008-07-09 Common Stock 5684625 5684625 I See footnote Call Option (obligation to sell) 1.5 2003-12-15 4 S 0 1 D 2004-07-09 2004-08-04 Series E Preferred 10930000 1 I See footnote Amendment to terms of Series D Preferred Stock originally issued on December 19, 2001. The shares of Series D 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 D Preferred Stock being converted multiplied by the quotient of (i) the Series D Accreted Value plus all dividends accrued since the previous semi-annual compounding date divided by (ii) $1.50 (subject to anti-dilution adjustments). Series D Accreted Value means, with respect to each share of Preferred Stock, the sum of $13.75 plus all dividends that have accrued and compounded semi-annually. There is no expiration date by which the Series D 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 D Accreted Value, then the issuer has the option to redeem within 30 days all outstanding Series D Preferred Stock for cash at a price per share equal to the Series D Accreted Value plus all dividends accrued since the previous semi-annual compounding date and all dividends that would have accrued and compounded from the closing of such optional redemption until July 9, 2008. On July 9, 2008, all Series D Preferred Stock must automatically be redeemed for cash at a price per share equal to the Series D Accreted Value plus all dividends accrued since the previous semi-annual compounding date. Not applicable. Cheung Kong (Holdings) Limited ("Cheung Kong") beneficially owns 436,363 shares of Series D Preferred Stock through its wholly owned subsidiary, Campina Enterprises Limited ("Campina"), convertible into 1,658,889 shares of Common Stock (including accretion of dividends as at November 17, 2003). Cheung Kong beneficially owns 436,363 shares of Series D Preferred Stock through its wholly owned subsidiary, Campina, convertible into 4,885,825 shares of Common Stock (including accretion of dividends as at July 9, 2004). Hutchison Whampoa Limited ("HWL") beneficially owns 436,364 shares of Series D Preferred Stock through its wholly owned subsidiary Cenwell Limited ("Cenwell"), convertible into 1,658,893 shares of Common Stock (including accretion of dividends as at November 17, 2003). Cheung Kong owns 49.97% of the issued shares of HWL, and its proportionate interest in the shares of Common Stock issuable upon conversion to HWL and Cenwell is 828,949 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock owned by HWL and Cenwell. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares. HWL beneficially owns 436,364 shares of Series D Preferred Stock through its wholly owned subsidiary Cenwell, convertible into 4,885,825 shares of Common Stock (including accretion of dividends as at July 9, 2004). Cheung Kong owns 49.97% of the issued shares of HWL, and its proportionate interest in the shares of Common Stock issuable upon conversion to HWL and Cenwell is 2,441,447 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock owned by HWL and Cenwell. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares. Cheung Kong beneficially owns $5,085,000 principal amount of the Issuer's 5 3/4% Convertible Subordinated Notes due April 2005 ("5 3/4% Notes") through its wholly owned subsidiary Campina, convertible into 12,527 shares of Common Stock. The 5 3/4% Notes reported herein were exchanged into Series E Preferred Stock on July 9, 2004 pursuant to the Convertible Note Purchase and Exchange Agreement dated November 18, 2003. Cheung Kong beneficially owns 3,390,000 shares of Series E Preferred Stock through its wholly owned subsidiary Campina, convertible into 3,390,000 shares of Common Stock at a conversion price of US$1.50. 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. HWL beneficially owns $4,670,000 principal amount of 5 3/4% Notes through its wholly owned subsidiary Cenwell, convertible into 11,505 shares of Common Stock. Cheung Kong's proportionate interest in the shares of Common Stock issuable upon conversion to HWL and Cenwell is 5,749 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock issuable upon conversion to HWL and Cenwell. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares. The 5 3/4% Notes reported herein were exchanged into Series E Preferred Stock on July 9, 2004 pursuant to the Convertible Note Purchase and Exchange Agreement dated November 18, 2003. HWL beneficially owns 3,113,333 shares of Series E Preferred Stock through its wholly owned subsidiary Cenwell, convertible into 3,113,333 shares of Common Stock. Cheung Kong's proportionate interest in the shares of Common Stock issuable upon conversion to HWL and Cenwell is 1,555,733 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock issuable upon conversion to HWL and Cenwell. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares. CK Life Sciences Int'l., (Holdings) Inc. ("CKLS") beneficially owns $19,375,000 principal amount of 5 3/4% Notes through its wholly owned subsidiary Great Affluent Limited ("GAL"), convertible into 47,731 shares of Common Stock. Cheung Kong owns 44.01% of the issued shares of CKLS, and its proportionate interest in the shares of Common Stock issuable upon conversion to CKLS and GAL is 21,006 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock issuable upon conversion to CKLS and GAL. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares. The 5 3/4% Notes reported herein were exchanged into Series E Preferred Stock on July 9, 2004 pursuant to the Convertible Note Purchase and Exchange Agreement dated November 18, 2003. CKLS beneficially owns 12,916,667 shares of Series E Preferred Stock through its wholly owned subsidiary GAL, convertible into 12,916,667 shares of Common Stock. Cheung Kong owns 44.01% of the issued shares of CKLS, and its proportionate interest in the shares of Common Stock issuable upon conversion to CKLS and GAL is 5,684,625 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock issuable upon conversion to CKLS and GAL. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such share. Exchange of 5 3/4% Notes into Series E Preferred Stock pursuant to the Convertible Note Purchase and Exchange Agreement dated November 18, 2003. 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. On December 15, 2003, the Issuer entered into a Repurchase Option Agreement with Campina, Cenwell 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 to Campina, Cenwell, GAL, Dragonfield and LCL 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. /s/ IP Tak Chuen, Edmond 2004-07-21 -----END PRIVACY-ENHANCED MESSAGE-----