-----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, RjM1g60sOOqvdmyOarMKdXqS7s2rhNjGQqEwvExy/2Kk7J3Dev9BZosME++/hzg+ w0s8sP6f5XcHzDdqcEjXZw== 0001257668-04-000002.txt : 20040204 0001257668-04-000002.hdr.sgml : 20040204 20040204170650 ACCESSION NUMBER: 0001257668-04-000002 CONFORMED SUBMISSION TYPE: 5/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20040204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KELLNER PETER CENTRAL INDEX KEY: 0001257668 FILING VALUES: FORM TYPE: 5/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25331 FILM NUMBER: 04567555 BUSINESS ADDRESS: STREET 1: C/O RICHMOND I, LLC STREET 2: 10563 BRUNSWICK ROAD, SUITE 7 CITY: GRASS VALLEY STATE: CA ZIP: 95945 BUSINESS PHONE: 530-272-0553 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CRITICAL PATH INC CENTRAL INDEX KEY: 0001060801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] 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 5/A 1 primary_doc.xml PRIMARY DOCUMENT X0201 5/A 2002-12-31 2003-08-08 0 1 1 0001060801 CRITICAL PATH INC CPTH 0001257668 KELLNER PETER 0 0 1 0 Common Stock 3 1000500 D Common Stock 2002-02-07 4 P 0 L 40000 2.38 A 1040500 D Common Stock 2002-02-07 4 P 0 L 3387 1.22 A 1043887 D Common Stock 2002-02-07 4 P 0 L 60000 1.37 A 1103887 D Common Stock 2002-02-14 4 P 0 L 80000 2.49 A 1183887 D Common Stock 2002-02-27 4 P 0 L 135000 2.32 A 1318887 D Common Stock 2002-04-08 4 P 0 L 30000 1.37 A 1348887 D Common Stock 2002-04-08 4 P 0 L 3388 1.22 A 1352275 D Common Stock 2002-05-09 4 P 0 L 62425 0.54 A 1414700 D Common Stock 2002-05-13 4 P 0 L 200000 1.53 A 1614700 D Common Stock 2002-05-14 4 P 0 L 50000 1.54 A 1664700 D Common Stock 2002-05-15 4 P 0 L 200000 1.23 A 1864700 D Common Stock 2002-05-16 4 P 0 L 170000 1.31 A 2034700 D Common Stock 2002-05-17 4 P 0 L 150000 1.28 A 2184700 D Common Stock 2002-06-03 4 P 0 L 42000 1.28 A 2226700 D Common Stock 2002-07-02 4 P 0 L 100000 0.83 A 2326700 D Common Stock 3 581600 I by Richmond I, LLC Common Stock 2001-12-26 4 P 0 L 55000 2.55 A 636600 I by RIchmond I, LLC Common Stock 2001-12-27 4 P 0 L 11000 2.54 A 647600 I by Richmond I, LLC Common Stock 2001-12-28 4 P 0 L 5000 2.46 A 652600 I by Richmond I, LLC Common Stock 2001-12-31 4 P 0 L 5000 2.41 A 657600 I by Richmond I, LLC Common Stock 2001-01-03 4 P 0 L 10000 2.52 A 667600 I by Richmond I, LLC Common Stock 2002-01-07 4 P 0 L 3000 2.8 A 670600 I by Richmond I, LLC Common Stock 2002-02-08 4 P 0 L 5898 2.27 A 676498 I by Richmond I, LLC Common Stock 2002-02-11 4 P 0 L 3500 2.41 A 679998 I by Richmond I, LLC Common Stock 2002-02-12 4 P 0 L 1000 2.31 A 680998 I by Richmond I, LLC Preferred Stock 14.19 2001-11-08 4 P 0 L 581818 13.75 A 2001-11-08 2005-11-08 Common Stock 8258879 581818 I by Vectis Group Warrants 1.05 2001-11-08 4 P 0 L 465000 1.05 A 2001-11-08 2006-11-08 Common Stock 465000 465000 I by Vectis Group Option 0.98 3 2001-10-30 2011-10-30 Common Stock 150000 150000 D Option 1.13 3 2001-11-09 2011-11-09 Common Stock 81300 81300 D As of November 8, 2001, the date on which the Reporting Person became a 10% owner of the Issuer, the Reporting Person owned 1,000,500 shares. As of November 8, 2001, the date on which the Reporting Person became a 10% owner of the Issuer, Richmond I, LLC owned 581,600 shares. The Reporting Person has dispositive and sole voting power over the shares owned by Richmond I, LLC. There is no expiration date by which the Preferred Stock must be converted into Common Stock of the Issuer. However (i) if, as of any date after November 8, 2005, the average closing price per share of Common Stock of the Issuer for any 60 consecutive trading days equals or exceeds 400% of the Accreted Value, then the Issuer has the right, at its option, to redeem within 30 days, all of the outstanding shares of Preferred Stock for cash at a price per share equal to the Accreted Value plus the sum of all dividends accrued since the previous semi-annual compounding date and all dividends that would have accrued and compounded from the closing date of such optional redemption through and until November 8, 2006. The Reporting Person is a managing member of Vectis Group, LLC ("Vectis Group"), which itself is the managing member of Vectis CP Holdings, LLC ("Vectis CP") and Vectis-K1, LLC ("Vectis-K1"). Vectis CP holds 491,536 shares of Series D Cumulative Redeemable Convertible Participating Preferred Stock (the "Preferred Stock") of the Issuer. Vectis-K1 holds 90,282 shares of Preferred Stock of the Issuer. Each share of Preferred Stock is convertible as of the date hereof into 14.1959 shares of Common Stock. The shares of Preferred Stock held by Vectis CP and Vectis-K1 represent, on an as converted basis, approximately 8,258,879 shares of Common Stock of the Issuer. Series D Cumulative Redeemable Convertible Participating Preferred Stock Unless otherwise indicated, all amounts and responses are as of December 31, 2002. Amounts do not reflect a four-for-one reverse split of the Issuer's Common Stock which took effect on August 1, 2003. Peter Kellner 2004-02-03 -----END PRIVACY-ENHANCED MESSAGE-----