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As filed with the Securities and Exchange Commission on December 8, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CRITICAL PATH, INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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320 FIRST STREET
CALIFORNIA SAN FRANCISCO, CALIFORNIA 94105
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(STATE OF INCORPORATION) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
PEERLOGIC, INC. JULY 2000 INCENTIVE PLAN
PEERLOGIC, INC. FEBRUARY 2000 INCENTIVE PLAN
STOCK OPTION PLAN OF PEERLOGIC, INC.
(FULL TITLE OF THE PLANS)
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DOUGLAS T. HICKEY
CHIEF EXECUTIVE OFFICER
CRITICAL PATH, INC.
320 1ST STREET
SAN FRANCISCO, CALIFORNIA 94105
(415) 808-8800
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
Mark L. Reinstra, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE REGISTERED MAXIMUM PROPOSED PROPOSED AMOUNT OF
AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED (1) OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
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<S> <C> <C> <C> <C>
Common Stock, par value $0.001
to be issued upon exercise of options
granted under the PeerLogic, Inc. July
2000 Incentive Plan .................... 417,609 $24.49(2) $10,227,244.41
PeerLogic, Inc. February 2000 Incentive
Plan ................................... 787,450 $ 4.61(3) $ 3,630,144.50
Stock Option Plan of PeerLogic, Inc..... 5,436 $85.70(4) $ 465,865.20
TOTAL............................... $14,323,254.11 $3,781.34
==============================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) Computed in accordance with Rules 457 (h) and 457 (c) under the Securities
Act of 1933. Such computation is based on the weighted average exercise
price of $24.49 per share covering 417,609 authorized but unissued shares
that are subject to options that have been granted.
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(3) Computed in accordance with Rules 457 (h) and 457 (c) under the Securities
Act of 1933. Such computation is based on the weighted average exercise
price of $4.61 per share covering 787,450 authorized but unissued shares
that are subject to options that have been granted.
(4) Computed in accordance with Rules 457 (h) and 457 (c) under the Securities
Act of 1933. Such computation is based on the weighted average exercise
price of $85.70 per share covering 5,436 authorized but unissued shares
that are subject to options that have been granted.
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CRITICAL PATH, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Critical Path, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
incorporated by reference in this Registration Statement:
(a) The Registrant's Current Report on Form 8-K, dated February 3, 2000
(b) The Registrant's Current Report on Form 8-K, dated March 20, 2000
(c) The Registrant's Current Report on Form 8-K/A, dated March 28, 2000
(d) The Registrant's Current Report on Form 8-K, dated August 8, 2000
(e) The Registrant's Current Report on Form 8-K, dated October 2, 2000
(f) The Registrant's Current Report on Form 8-K, dated October 6, 2000;
(g) The Registrant's Current Report on Form 8-K/A, dated November 17,
2000;
(h) The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1999;
(i) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(j) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000;
(k) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000;
(l) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated February 1, 1999.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, on or after the
date of this Registration Statement prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any subsequently
filed document that is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Articles of Incorporation limit the
liability of the Registrant's directors for monetary damages to the maximum
extent permitted by California law. Such limitation of liability has no effect
on the availability of equitable remedies, such as injunctive relief or
rescission.
The Registrant's Amended and Restated Bylaws provide that the Registrant
will indemnify its directors and officers and may indemnify its employees and
agents (other than officers and directors) against certain liabilities to the
maximum extent permitted by California law. The Registrant has entered into
indemnification agreements with each of its current directors and officers and
certain of its key employees that provide for indemnification of, and
advancement of expenses to, such persons to the maximum extent permitted by
California law, including by reason of action or inaction occurring in the past
and circumstances in which indemnification and advancement of expenses are
discretionary under California law.
At the present time, there is no pending litigation or proceeding involving
a director, officer, employee or other agent of the Registrant in which
indemnification would be required or permitted. The Registrant is not aware of
any threatened litigation or proceeding that may result in a claim for such
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
Number
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
10.1 PeerLogic, Inc. July 2000 Incentive Plan
10.2 PeerLogic, Inc. July 2000 Incentive Plan, French Sub-Plan
10.3 PeerLogic, Inc. July 2000 Incentive Plan, U.K. Sub-Plan
10.4 PeerLogic, Inc. February 2000 Incentive Plan
10.5 PeerLogic, Inc. February 2000 Incentive Plan, U.K. Sub-Plan
10.6 Stock Option Plan of PeerLogic, Inc.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Arthur Andersen LLP, Independent Accountants
23.3 Consent of Wilson Sonsini Goodrich & Rosati (contained in
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
</TABLE>
ITEM 9. UNDERTAKINGS.
1. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to law, the Registrant's Articles of Incorporation,
Bylaws or indemnification agreements, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in a successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on this 7th day
of December, 2000.
CRITICAL PATH, INC.
By: /s/ DOUGLAS T. HICKEY
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Douglas T. Hickey
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Douglas T. Hickey and David A. Thatcher, or
either of them, his or her attorney-in-fact, with the power of substitution, for
him or her in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ DOUGLAS T. HICKEY Chief Executive Officer and December 7, 2000
------------------------------------- Director (Principal Executive
Douglas T. Hickey Officer)
/s/ DAVID A. THATCHER President and Acting Chief December 7, 2000
------------------------------------- Financial Officer (Principal
David A. Thatcher Financial and Accounting Officer)
/s/ DAVID C. HAYDEN Chairman of the Board December 7, 2000
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David C. Hayden
/s/ CHRISTOS M. COTSAKOS Director December 7, 2000
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Christos M. Cotsakos
Director
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Lisa Gansky
/s/ KEVIN R. HARVEY Director December 7, 2000
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Kevin R. Harvey
/s/ JAMES A. SMITH Director December 7, 2000
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James A. Smith
Director
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George Zachary
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
Number
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
10.1 PeerLogic, Inc. July 2000 Incentive Plan
10.2 PeerLogic, Inc. July 2000 Incentive Plan, French Sub-Plan
10.3 PeerLogic, Inc. July 2000 Incentive Plan, U.K. Sub-Plan
10.4 PeerLogic, Inc. February 2000 Incentive Plan
10.5 PeerLogic, Inc. February 2000 Incentive Plan, U.K. Sub-Plan
10.6 Stock Option Plan of PeerLogic, Inc.
23.1 Consent of Pricewaterhouse Coopers LLP, Independent Accountants
23.2 Consent of Arthur Andersen LLP, Independent Accountants
23.3 Consent of Wilson Sonsini Goodrich & Rosati (contained in
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
</TABLE>
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