-----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, SHlh80L2xfotoS+I111LhQYLHE7YeuFLHmWKYikrHPmD2RfjOyH2p54RPkQ9eaPQ NuP/S2eV8GhvCFRfG6MZzQ== 0001187386-04-000003.txt : 20040712 0001187386-04-000003.hdr.sgml : 20040712 20040712172313 ACCESSION NUMBER: 0001187386-04-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040709 FILED AS OF DATE: 20040712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP COINVESTMENT PARTNERS II L P CENTRAL INDEX KEY: 0001187386 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25331 FILM NUMBER: 04910718 BUSINESS ADDRESS: STREET 1: 3 PICKWICK PLAZA CITY: GREENWICK STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298600 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 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-07-09 0001060801 CRITICAL PATH INC CPTH 0001187386 GAP COINVESTMENT PARTNERS II L P C/O GENERAL ATLANTIC SERVICE CORPORATION 3 PICKWICK PLAZA GREENWICH CT 06830 0 0 1 0 Series D Preferred Stock 2004-07-09 4 J 0 295146 D Common Stock 3306305 0 D Series D Preferred Stock 2004-07-09 4 J 0 295146 A Common Stock 3306305 3306305 D Series E Preferred Stock 2004-07-09 4 J 0 783036 A Common Stock 783036 783036 D Common Stock Warrant (right to buy) 4.20 2004-07-09 4 J 0 72469 D 2006-11-07 Common Stock 72469 0 D Common Stock Warrant (right to buy) 1.50 2004-07-09 4 J 0 72469 A 2006-11-07 Common Stock 72469 72469 D 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. 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. Amendment to terms of Series D Preferred Stock originally issued on December 19, 2001. Amendment to terms of Common Stock Warrant originally issued on December 19, 2001. Issuance of Series E Preferred Stock upon conversion of a Convertible Subordinated Promissory Note in the aggregate amount of $1,174,554.70. Immediately 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. 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. Not applicable. Matthew Nimetz, A General Partner 2004-07-12 -----END PRIVACY-ENHANCED MESSAGE-----