8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: January 31, 2005

(Date of earliest event reported)

CRITICAL PATH, INC.

(Exact name of registrant as specified in its charter)

California	0-25331	94-1788300
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 The Embarcadero, San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 541-2500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On January 31, 2005, Critical Path, Inc. (“Critical Path”) issued a press release announcing that it expects to release its financial results for the fiscal fourth quarter and year ended December 31, 2004, after the close of market on February 24, 2005. Critical Path also announced its preliminary revenue outlook for the fiscal fourth quarter ended December 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated January 31, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 31, 2005

CRITICAL PATH, INC.
By:	/s/ Michael J. Zukerman
	Michael J. Zukerman
	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 31, 2005.

EX-99.1

Exhibit 99.1

Critical Path to Announce Fourth Quarter 2004 Financial Results

Conference Call Scheduled for February 24, 2005 at 5:00 PM EST.

SAN FRANCISCO, California (January 31, 2005) — Critical Path, Inc. (Nasdaq: CPTH), a global provider of messaging solutions for mobile, broadband and fixed-line service providers, today announced that it expects to release its financial results for the fiscal fourth quarter and year ended December 31, 2004, after the close of market on February 24, 2005. The results will be announced later than in prior years due to additional requirements and resources committed to the Company’s Sarbanes-Oxley Rule 404 compliance efforts. The 2004 financial results will be discussed on the Company’s quarterly conference call, currently scheduled for 5:00 PM Eastern Time, February 24.

Revenues are expected to come in towards the high end of the $17 to $20 million range previously provided as guidance by the Company. The Company is not providing its expectations relative to its prior guidance on gross margins and operating expense, as these are non-GAAP financial metrics, and the Company is not yet able to provide a GAAP reconciliation to these non-GAAP metrics.

The conference call is scheduled to last up to one hour. Those who would like to participate should dial (877) 231-3543 (within the U.S. and Canada) or (706) 634-1329 (from outside the U.S. and Canada) five to ten minutes prior to the scheduled start time. In addition, the conference call and a subsequent replay will be available via Web cast from the Company’s Web site, www.criticalpath.net. A replay of the conference call will also be available by telephone for fourteen days following the call.

About Critical Path, Inc.

Critical Path, Inc. (Nasdaq: CPTH) is a global provider of messaging solutions for mobile, broadband and fixed-line service providers, headquartered in San Francisco. More information is available at www.criticalpath.net.

Forward-Looking Statements:

This press release contains forward-looking statements by the Company and its executives regarding the Company’s future financial performance. The words and expressions “look forward to,” “will,” “expect,” “plan,” “believe,” “seek,” “strive for,” “anticipate,” “hope,” “estimate” and similar expressions are intended to identify the Company’s forward-looking statements. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, our evolving business strategy and the emerging and changing nature of the market for our products and services, our ability to deliver on our sales objectives, the ability of our technology and our competitors’ technologies to address customer demands, changes in economic and market

conditions, unplanned system interruptions and capacity constraints, software and service design defects. These and other risks and uncertainties are described in more detail in the Company’s filings with the United States Securities and Exchange Commission (www.sec.gov) made from time to time, including Critical Path’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, Forms 10-Q for the three months ended March 31 , June 30, 2004 and September 30, 2004 and Current Reports on Form 8-K, as may be amended from time to time, and all subsequent filings with the United States Securities and Exchange Commission (www.sec.gov). The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.

Note to Editors: Critical Path and the Critical Path logo are the trademarks of Critical Path, Inc. All other trademarks are the property of their holders.

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Contact:

Critical Path, Inc.

Michelle Weber, 415.541.2575 (Reporters and Editors)

pr@criticalpath.net

Investor Relations, 415.541.2619

ir@criticalpath.net

www.criticalpath.net