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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) AUGUST 8, 2000
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CRITICAL PATH, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 000-25331 91-1788300
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
320 1ST STREET, SAN FRANCISCO, CALIFORNIA 94105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 808-8800
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INAPPLICABLE
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(Former name or former address if changed since last report)
Exhibit Index located on page 4.
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ITEM 5. OTHER EVENTS
Pursuant to an Agreement and Plan of Reorganization dated August 8,
2000, by and among Critical Path, Inc., a California corporation ("Registrant"
or "Critical Path"), Prince Acquisition Corp., a California corporation and
wholly-owned subsidiary of Registrant ("Registrant Sub") and PeerLogic, Inc., a
California Corporation ("PeerLogic"), PeerLogic is expected to merge with and
into Registrant Sub with PeerLogic surviving as a wholly-owned subsidiary of
Registrant.
Each of the 15,669,775 shares of Capital Stock of PeerLogic issued and
outstanding immediately prior to the Effective Time will be converted
automatically into shares of Registrant Common Stock. The number of shares of
Registrant Common Stock to be issued in exchange for the acquisition by
Registrant of all outstanding PeerLogic Common Stock and PeerLogic Preferred
Stock shall be 6,400,000 (the "Stock Consideration"). No adjustment shall be
made in the number of shares of Registrant Common Stock issued in the Merger as
a result of any cash proceeds received by PeerLogic prior to the Closing Date
pursuant to the exercise of options to acquire PeerLogic Capital Stock. At the
Effective Time, all options to purchase PeerLogic Common Stock then outstanding
under PeerLogic's stock option plans shall be assumed by Registrant and shall be
converted on the same basis as PeerLogic Stock.
The information that is set forth in the Registrant's Press Releases
dated August 9, 2000 is incorporated herein by reference.
THE FOLLOWING EXHIBITS ARE FILED HEREWITH:
5 Agreement and Plan or Reorganization, dated August 8, 2000 by and
between Critical Path, Inc., PeerLogic, Inc. and Prince Acquisition
Corp.
99.1 Text of Press release dated August 9, 2000, regarding the completion of
the acquisition of PeerLogic, Inc.
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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/ Mark J. Rubash
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Mark J. Rubash
Executive Vice President and
Chief Financial Officer
Dated: August 22, 2000
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EXHIBIT INDEX
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Exhibit
Number Description
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5 Agreement and Plan or Reorganization, dated August 8, 2000 by and
between Critical Path, Inc., PeerLogic, Inc. and Prince Acquisition
Corp.
99.1 Text of Press release of Critical Path, Inc., dated August 9, 2000,
regarding the completion of the acquisition of PeerLogic, Inc.
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