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 (Date of earliest event reported): April 21, 2008

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 No.)	(I.R.S. Employer Identification No.)

42-47 Lower Mount Street, Dublin 2, Ireland

(Address and zip code of principal executive offices)

(415) 541-2500

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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 8.01 Other Events.

On April 21, 2008, Critical Path, Inc. (the “Company”) held a special meeting of its shareholders at which the Company’s shareholders voted on the following proposals: (1) to adopt an amendment to the Company’s existing amended and restated articles of incorporation (the “Existing Articles”) to provide for a 70,000-to-1 reverse stock split of the Company’s Series E Redeemable Convertible Preferred Stock, par value $.001 per share (the “Series E Preferred Stock”), to be effected immediately following the Merger (as defined below) and the cashing out of fractional shares of the Series E Preferred Stock resulting from such reverse split on an as if converted to Common Stock (as defined below) basis at a per share price equal to $.102 (subject to adjustments upon any stock split, stock dividend, stock distribution or reclassification of the Company’s common stock, par value $.001 per share (“Common Stock”)) plus the Contingent Litigation Recovery right (as defined below); (2) to adopt an amendment to the Existing Articles to provide for the conversion of the Company’s Series D Cumulative Redeemable Convertible Preferred Stock, par value $.001 per share (the “Series D Preferred Stock”), and Series E Preferred Stock into shares of Common Stock upon the election of holders of a majority of the outstanding shares of each such series to convert, to be effected immediately following the reverse stock split described in proposal (1) above; (3) to adopt an amendment to the Existing Articles to increase the number of authorized shares of Common Stock to 500,000,000 in order to consummate the exchange of all of the Company’s outstanding 13.9% promissory notes due June 30, 2008 (the “13.9% Notes”) for shares of Common Stock at a per share price equal to $.102 following the conversion referred to in proposal (2) above pursuant to the terms of the Note Exchange Agreement, dated as of December 5, 2007, by and among the Company and the holders of all of the outstanding 13.9% Notes; (4) to adopt an amendment to the Existing Articles to permit its shareholders to act by written consent; (5) to adopt an amendment to the Existing Articles to terminate the authorization to issue Series F Redeemable Convertible Preferred Stock, par value $.001 per share (the “Series F Preferred Stock”); (6) to adopt an amendment to the Existing Articles to provide that the transactions described in the Company’s definitive proxy statement dated March 20, 2008 do not constitute a change of control for purposes of the Existing Articles as amended and restated to give effect to the amendments set forth in proposals (1) through (6) above (the “Second Amended and Restated Articles”); (7) to adopt the Second Amended and Restated Articles as a whole; and (8) to adopt the Agreement and Plan of Merger, dated as of December 5, 2007, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of February 19, 2008 (the “Merger Agreement”), by and among the Company, CP Holdco, LLC, a Delaware limited liability company (“Parent”), and CP Merger Co., a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and to approve the merger of Merger Sub with and into the Company as contemplated by the Merger Agreement (the “Merger”).

The proposal to adopt an amendment to the Existing Articles to provide for a 70,000-to-1 reverse stock split of the Series E Preferred Stock was approved by the affirmative vote of a majority of (i) the outstanding shares of Series D Preferred Stock, voting as a separate class, (ii) the outstanding shares of Series E Preferred Stock, voting as a separate class, and (iii) the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, with each share of Common Stock being entitled to one vote, each share of Series D Preferred Stock being entitled to as many votes as is equal to accreted value of such share on the record date divided by $4.20 and each share of Series E Preferred Stock being entitled to as many votes as is equal to accreted value of such share on the record date divided by $1.50 (the foregoing is referred to herein as “voting on a modified as converted basis”).

The proposal to adopt an amendment to the Existing Articles to provide for the conversion of the Series D Preferred Stock and Series E Preferred Stock into shares of Common Stock upon the election of holders of a majority of the outstanding shares of each such series to convert was approved by the affirmative vote of a majority of (i) the outstanding shares of Series D Preferred Stock, voting as a separate class, (ii) the outstanding shares of Series E Preferred Stock, voting as a separate class, and (iii) the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class on a modified as converted basis.

The proposal to adopt an amendment to the Existing Articles to increase the number of authorized shares of Common Stock to 500,000,000 was approved by the affirmative vote of a majority of (i) the outstanding shares of Common Stock, voting as a separate class, (ii) the outstanding shares of Series D Preferred Stock, voting as a separate class, and (iii) the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class on a modified as converted basis.

The proposal to adopt an amendment to the Existing Articles to permit shareholders to act by written consent was approved by the affirmative vote of a majority of (i) the outstanding shares of Common Stock, voting as a separate class, (ii) the outstanding shares of Series D Preferred Stock, voting as a separate class, (iii) the outstanding shares of Series E Preferred Stock, voting as a separate class, and (iv) the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class on a modified as converted basis.

The proposal to adopt an amendment to the Existing Articles to terminate the authorization to issue Series F Preferred Stock was approved by the affirmative vote of a majority of (i) the outstanding shares of Series D Preferred Stock, voting as a separate class, and (ii) the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class on a modified as converted basis.

The proposal to adopt an amendment to the Existing Articles to provide that the transactions do not constitute a change of control for purposes of the Second Amended and Restated Articles was approved by the affirmative vote of a majority of (i) the outstanding shares of Series D Preferred Stock, voting as a separate class, (ii) the outstanding shares of Series E Preferred Stock, voting as a separate class, and (iii) the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class on a modified as converted basis.

The proposal to adopt the Second Amended and Restated Articles as a whole was approved by the affirmative vote of a majority of (i) the outstanding shares of Common Stock, voting as a separate class, (ii) the outstanding shares of Series D Preferred Stock, voting as a separate class, (iii) the outstanding shares of Series E Preferred Stock, voting as a separate class, and (iv) the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class on a modified as converted basis.

The proposal to adopt the Merger Agreement was approved by the affirmative vote of a majority of (i) the outstanding shares of Common Stock, voting as a separate class, and (ii) the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class on a modified as converted basis.

After the consummation of the Merger, the Common Stock will no longer trade on any stock exchange or quotation system, including the OTC Bulletin Board. Under the terms of the Merger Agreement, holders of Common Stock will receive $.102 in cash (subject to adjustments upon any stock split, stock dividend, stock distribution or reclassification of the Common Stock) plus a contingent right (the “Contingent Litigation Recovery Right”) to receive a pro rata amount of any net recovery received by the Company with respect to an action pending in the United States District Court for the Western District of Washington captioned Vanessa Simmonds v. Bank of America Corporation and J. P. Morgan Chase & Co. (without interest and less any required withholding taxes) for each share of Common Stock they hold. Consummation of the Merger is subject to the satisfaction or waiver of all of the closing conditions set forth in the Merger Agreement.

On April 22, 2008, the Company issued a press release entitled “Critical Path, Inc. Shareholders Approve Merger and Second Amended and Restated Articles of Incorporation” (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated April 22, 2008

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.

CRITICAL PATH, INC.
By:	/s/ James A. Clark
Name:	James A. Clark
Title:	Executive Vice President and
	Chief Financial Officer

Date: April 23, 2008

EX-99.1

Exhibit 99.1

Critical Path, Inc. Shareholders Approve Merger and Second Amended and

Restated Articles of Incorporation

SAN FRANCISCO—April 22, 2008—Critical Path, Inc. (OTC:CPTH) (“Critical Path”), a leading provider of messaging software and services, announced today that, at a special meeting of the shareholders held yesterday, the shareholders of Critical Path approved the Agreement and Plan of Merger, dated as of December 5, 2007, and amended as of February 19, 2008 (the “Merger Agreement”), by and among CP Holdco, LLC (“Parent”), CP Merger Co. (“Merger Sub”), a wholly owned subsidiary of Parent, and Critical Path, pursuant to which Merger Sub will merge with and into Critical Path with Critical Path continuing as the surviving corporation (the “Merger”). The shareholders of Critical Path also approved the amendment and restatement of Critical Path’s Amended and Restated Articles of Incorporation in the form of the Second Amended and Restated Articles of Incorporation.

The parties intend to consummate the Merger as soon as practicable after the satisfaction or waiver of all of the closing conditions set forth in the Merger Agreement. Holders of Critical Path’s common stock (the “Common Stock”) will be entitled to receive consideration (including cash) as set forth in the Merger Agreement.

Following the Merger, pursuant to the terms of the Second Amended and Restated Articles of Incorporation and a Note Exchange Agreement, dated as of December 5, 2007, by and among Critical Path and the holders of all of its outstanding 13.9% promissory notes due June 30, 2008 (the “13.9% Notes”), Critical Path intends to effect a recapitalization (the “Recapitalization”) consisting of a reverse stock split of the Series E Redeemable Convertible Preferred Stock (the “Series E Preferred Stock”), the conversion of all of Critical Path’s outstanding Series D Cumulative Redeemable Convertible Preferred Stock and Series E Preferred Stock into shares of Common Stock and the exchange of all of the outstanding 13.9% Notes for Common Stock.

After the consummation of the Merger and the Recapitalization, Critical Path’s common stock will no longer trade on any stock exchange or quotation system, including the OTC Bulletin Board.

About Critical Path

Critical Path’s Memova(R) solutions provide a new and improved email experience for millions of consumers worldwide, helping mobile operators, broadband and fixed-line service providers unlock the potential of email in the mass market. Memova(R) Mobile gives consumers instant, on-the-go access to the messages that matter most. Featuring industry-leading anti-spam and

anti-virus technology, Memova(R) Anti-Abuse is designed to protect consumers against viruses and spam. Memova(R) Messaging provides consumers with a rich email experience, enabling service providers to develop customized offerings for high-speed subscribers. Critical Path has offices around the globe and its solutions are deployed by service providers throughout the world. More information is available at www.criticalpath.net.

Cautionary Note Regarding Forward-Looking Statements:

This press release contains forward-looking statements by Critical Path. The words and expressions “look forward to,” “will,” “expect,” “plan,” “believe,” “seek,” “strive for,” “anticipate,” “hope,” “estimate” and similar expressions are intended to identify Critical Path’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, and software and service design defects. These and other risks and uncertainties are described in more detail in Critical Path’s filings with the SEC (www.sec.gov) made from time to time, including Critical Path’s Form 10-K for the year ended December 31, 2007 and all subsequent filings with the SEC. Critical Path 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, Memova and the Memova logo and Messages that Matter are the trademarks of Critical Path, Inc., some of which are registered in various jurisdictions. All other trademarks are the property of their respective holders.

Contact Information

For Reporters and Editors:	For Investors:
Critical Path, Inc.	Critical Path, Inc.
Nikki Gore	Investor Relations
415.408.5247	415.251.2500
cp-publicrelations@criticalpath.net	ir@criticalpath.net
www.criticalpath.net	www.criticalpath.net