<PAGE> 1
--------------------------------------------------------------------------------
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
OCTOBER 6, 2000
Date of Report (date of earliest event reported)
CRITICAL PATH, INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
CALIFORNIA 000-25331 91-1788300
----------------------------------- ----------------------------- --------------------------------------
<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
</TABLE>
320 FIRST STREET
SAN FRANCISCO, CALIFORNIA 94105
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 808-8800
N/A
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
--------------------------------------------------------------------------------
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
On September 25, 2000, Critical Path, Inc. ("Critical Path") completed
its acquisition of PeerLogic, Inc. ("PeerLogic"), following approval through
written consents to action by PeerLogic shareholders in lieu of a stockholder
meeting.
Pursuant to the terms of the Agreement and Plan of Reorganization dated
August 8, 2000, among Critical Path, PeerLogic and Prince Acquisition Corp., a
wholly-owned subsidiary of Critical Path ("Merger Sub"), PeerLogic merged with
and into Merger Sub and became a wholly-owned subsidiary of Critical Path.
Critical Path issued a total of 6,400,000 shares of Critical Path Common Stock
in the merger. Each issued and outstanding share of PeerLogic Common Stock and
Series B, C and D Preferred Stock was converted into the right to receive
0.40843 shares of Critical Path Common Stock. In addition, each option to
acquire PeerLogic Common Stock outstanding immediately prior to the effective
time of the merger has been converted into an option to purchase 0.40843 shares
of Critical Path Common Stock.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements are unavailable as of the date of this filing.
Such information will be filed on or before the sixtieth day following
the filing date that this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information
The pro forma financial information is unavailable as of the date of
this filing. Such information will be filed on or before the sixtieth
day following the filing date that this Current Report on Form 8-K must
be filed.
(c) Exhibits
<TABLE>
<S> <C>
2.1 Agreement and Plan of Reorganization, dated August 8,
2000, among Critical Path Inc., PeerLogic, Inc. and
Prince Acquisition Corp (Incorporated by reference to
Exhibit 5 to the Registrant's Current Report of Form
8-K filed August 23, 2000 (File No. 000-25331)).
99.1 Press Release of Critical Path, Inc., dated September
26, 2000.
</TABLE>
2
<PAGE> 3
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: October 6, 2000 CRITICAL PATH, INC.
/s/ MARK J. RUBASH
---------------------------------------
Mark J. Rubash
Executive Vice President and
Chief Financial Officer
3
<PAGE> 4
CRITICAL PATH, INC.
EXHIBIT INDEX TO FORM 8-K
Dated October 6, 2000
Exhibits
<TABLE>
<S> <C>
2.1 Agreement and Plan of Reorganization, dated August 8, 2000, among
Critical Path Inc., PeerLogic, Inc. and Prince Acquisition Corp.
(Incorporated by reference to Exhibit 5 to the Registrant's Current
Report on Form 8-K filed August 23, 2000 (File No. 000-25331)).
99.1 Press Release of Critical Path, Inc., dated September 26.
</TABLE>
4