FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CRITICAL PATH INC [ CPTH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 07/14/2004 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series D Preferred Stock | $4.2 | 07/09/2004 | J(1) | 436,363 | 11/08/2001(3) | 11/08/2005(3) | Common Stock | 1,658,889 | (4) | 0 | I | See footnote(5) | |||
Series D Preferred Stock | $1.5(2) | 07/09/2004 | J(1) | 436,363 | 11/08/2001(3) | 11/08/2005(3) | Common Stock | 4,885,825 | (4) | 436,363(6) | I | See footnote(6) | |||
Series D Preferred Stock | $4.2 | 07/09/2004 | J(1) | 436,364 | 11/08/2001(3) | 11/08/2005(3) | Common Stock | 1,658,893 | (4) | 0 | I | See footnote(7) | |||
Series D Preferred Stock | $1.5(2) | 07/09/2004 | J(1) | 436,364 | 11/08/2001(3) | 11/08/2005(3) | Common Stock | 4,885,825 | (4) | 436,364(8) | I | See footnote(8) | |||
Subordinated Convertible Notes | $405.92 | 07/09/2004 | J(16) | 5,085,000 | 04/01/2000 | 01/05/2005 | Common Stock | 12,527 | (4) | 0 | I | See footnote(9) | |||
Series E Preferred Stock | $1.5(17) | 07/09/2004 | J(16) | 3,390,000 | 07/09/2004(11) | 07/09/2008(11) | Common Stock | 3,390,000 | (4) | 3,390,000(10) | I | See footnote(10) | |||
Subordinated Convertible Notes | $405.92 | 07/09/2004 | J(16) | 4,670,000 | 04/01/2000 | 01/05/2005 | Common Stock | 5,749 | (4) | 0 | I | See footnote(12) | |||
Series E Preferred Stock | $1.5(17) | 07/09/2004 | J(16) | 1,555,733 | 07/09/2004(11) | 07/09/2008(11) | Common Stock | 1,555,733 | (4) | 1,555,733(13) | I | See footnote(13) | |||
Subordinated Convertible Notes | $405.92 | 07/09/2004 | J(16) | 19,375,000 | 04/01/2000 | 01/05/2005 | Common Stock | 21,006 | (4) | 0 | I | See footnote(14) | |||
Series E Preferred Stock | $1.5(17) | 07/09/2004 | J(16) | 5,684,625 | 07/09/2004(11) | 07/09/2008(11) | Common Stock | 5,684,625 | (4) | 5,684,625(15) | I | See footnote(15) | |||
Call Option (obligation to sell) | $1.5(18) | 12/15/2003 | S | 1 | 07/09/2004(18) | 08/04/2004(18) | Series E Preferred | 10,930,000 | (18) | 1 | I | See footnote(18) |
Explanation of Responses: |
1. Amendment to terms of Series D Preferred Stock originally issued on December 19, 2001. |
2. 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. |
3. 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. |
4. Not applicable. |
5. 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). |
6. 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). |
7. 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. |
8. 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. |
9. 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. |
10. 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. |
11. 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. |
12. 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. |
13. 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. |
14. 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. |
15. 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. |
16. Exchange of 5 3/4% Notes into Series E Preferred Stock pursuant to the Convertible Note Purchase and Exchange Agreement dated November 18, 2003. |
17. 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. |
18. 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 | 07/21/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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