CRITICAL PATH INC
8-A12G, 1999-02-01
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               Critical Path, Inc.
                 -----------------------------------------------
                     (Exact name of registrant as specified
                                 in its charter)


           California                                91-1788300
- ------------------------------                 ----------------------
    (State of incorporation                        (I.R.S. Employer
       or organization)                           Identification No.)


                 320 First Street, San Francisco, California 94105          
- -------------------------------------------------------------------------------
                   (Address of principal executive offices) (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:


   Title of each class                   Name of each exchange on which
   to be so registered                   each class is to be registered
- -------------------------------------------------------------------------------
          None                                       None

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), check the following box. [ ]

     If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), check the
following box.  [X]

     Securities Act registration statement file number to which
this form relates:        333-71499

Securities to be registered pursuant to Section 12(g) of the Act:


                    Common Stock, $0.001 par value per share
                    ----------------------------------------
                                (Title of class)

<PAGE>

Item 1.   Description of Registrant's Securities to be Registered.
          -------------------------------------------------------

         In response to this item,  incorporated by reference is the description
of the  Common  Stock,  $0.001  par value per share  (the  "Common  Stock"),  of
Critical Path, Inc. (the "Registrant")  contained under the caption "Description
of Capital  Stock" in the Prospectus  (Subject to Completion)  dated January 29,
1999 that forms a part of the  Registrant's  Registration  Statement on Form S-1
(the "Registration Statement") (File No. 333-71499).

Item 2.  Exhibits.
         --------

         The  following  exhibits  are  filed  as a part  of  this  Registration
Statement:


Exhibit Number                      Description of Document
- --------------                      -----------------------

3(i)(a)                             Amended    and    Restated    Articles    of
                                    Incorporation and amendments thereto, of the
                                    Registrant  (incorporated  by  reference  to
                                    Exhibit 3(i)(a) to the Registration
                                    Statement).

3(i)(b)                             Form of Amended  and  Restated  Articles  of
                                    Incorporation   to   be   filed   prior   to
                                    completion   of   the   offering,   of   the
                                    Registrant  (incorporated  by  reference  to
                                    Exhibit 3(i)(b) to the Registration
                                    Statement).

3(ii)(a)                            Bylaws  of  the   Registrant,   as   amended
                                    (incorporated   by   reference   to  Exhibit
                                    3(ii)(a) to the Registration Statement).

3(ii)(b)                            Form of Amended and Restated Bylaws of the
                                    Registrant (incorporated by reference to
                                    Exhibit 3(ii)(b) to the Registration
                                    Statement).

4.1                                 Form of Common Stock Certificate of the
                                    Registrant (incorporated by reference to
                                    Exhibit 4.1 to the Registration Statement)

<PAGE>



                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

         Dated:  February 1, 1999.

                                      Critical Path, Inc.



                                      By /s/ Douglas Hickey
                                        ------------------------
                                             Douglas Hickey
                                             President and
                                          Chief Executive Officer

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------



Exhibit
Number                               Exhibit
- -------                              -------

3(i)(a)                              Amended    and    Restated    Articles   of
                                     Incorporation  and amendments  thereto,  of
                                     the Registrant  (incorporated  by reference
                                     to Exhibit 3(i)(a) to the Registration
                                     Statement).

3(i)(b)                              Form of Amended  and  Restated  Articles of
                                     Incorporation   to  be   filed   prior   to
                                     completion   of   the   offering,   of  the
                                     Registrant  (incorporated  by  reference to
                                     Exhibit 3(i)(b) to the Registration
                                     Statement).

3(ii)(a)                             Bylaws  of  the   Registrant,   as  amended
                                     (incorporated   by   reference  to  Exhibit
                                     3(ii)(a) to the Registration Statement).

3(ii)(b)                             Form of Amended and Restated Bylaws of the
                                     Registrant (incorporated by reference to
                                     Exhibit 3(ii)(b) to the Registration
                                     Statement).

4.1                                  Form of Common Stock Certificate of the
                                     Registrant (incorporated by reference to
                                     Exhibit 4.1 to the Registration Statement)

<PAGE>



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