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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
JANUARY 19, 2000
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Date of Report (Date of earliest event reported)
CRITICAL PATH, INC.
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(Exact name of registrant as specified in its charter)
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CALIFORNIA 000-25331 91-1788300
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) No.)
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320 1ST STREET, SAN FRANCISCO, CALIFORNIA 94105
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(Address of principal executive offices, including zip code)
(415) 808-8800
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(Registrant's telephone number, including area code)
INAPPLICABLE
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(Former name or address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 19, 2000, Critical Path, Inc. ("Registrant" or "Critical
Path") completed its merger with ISOCOR, following a vote by the shareholders of
each company to approve the merger.
Pursuant to an Agreement and Plan of Reorganization dated October 20,
1999, by and among Registrant, Initialize Acquisition Corp., a California
corporation and a wholly-owned subsidiary of Registrant, and ISOCOR, a
California corporation, Initialize Acquisition Corp. merged with and into ISOCOR
with ISOCOR surviving as a wholly-owned subsidiary of Registrant. Each
outstanding share of Common Stock of ISOCOR has been converted into the right to
receive 0.4707 shares of Common Stock of Registrant.
In addition, each option to acquire ISOCOR Common Stock outstanding
immediately prior to the effective time of the merger has been converted into an
option to purchase that number of shares Registrant into which the shares of
ISOCOR Common Stock underlying the option would have been converted in the
merger.
The information that is set forth in the Registrant's Press Releases
dated January 20, 2000 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The balance sheets of ISOCOR at December 31, 1998 and 1997 and the
statements of operations, stockholders' equity and cash flows of ISOCOR for each
of the three years in the three-year period ended December 31, 1998, including
the report of independent auditors thereon, included in the Registrant's
Registration Statement on Form S-4 filed December 6, 1999 are incorporated
herein by reference.
The unaudited balance sheet of ISOCOR at September 30, 1999 and the
statements of operations and cash flows of ISOCOR for the nine months ended
September 30, 1999 and 1998 included in the Registrant's Registration Statement
on Form S-4 filed December 6, 1999 are incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma condensed combined financial data of Critical Path and
ISOCOR are incorporated by reference from the Registrant's Registration
Statement on Form S-4 filed December 6, 1999.
(c) Exhibits
The following exhibits are filed herewith:
99.1 Text of Press Release dated January 20, 2000, regarding the
completion of the acquisition of ISOCOR.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Critical Path, Inc. has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
CRITICAL PATH, INC.
Dated: February 3, 2000 By: /s/ Mark Rubash
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Mark Rubash
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Principal Financial Officer)
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INDEX TO EXHIBITS
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Exhibit
Number Description
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99.1 Text of Press Release dated January 20, 2000, regarding the
completion of the acquisition of ISOCOR.
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EXHIBIT INDEX
EXHIBIT 99.1
CRITICAL PATH CREATES COMPLETE END-TO-END INTERNET MESSAGING SOLUTION WITH CLOSE
OF ISOCOR ACQUISITION
CRITICAL PATH ADDS 44 MILLION NEW MAILBOXES
SAN FRANCISCO--(BUSINESS WIRE)--Jan. 20, 2000-- Critical Path, Inc.
(Nasdaq:CPTH - news), the dominant provider of advanced Internet messaging and
collaboration solutions, today announced it has successfully closed the
acquisition of ISOCOR (Nasdaq:ICOR - news), a leading supplier of Internet
messaging, directory and meta-directory software solutions.
Critical Path announced a definitive acquisition agreement to acquire
ISOCOR on October 21, 1999 and completed the acquisition in less than three
months.
The acquisition of ISOCOR accelerates Critical Path's worldwide growth
strategy further establishing Critical Path as a complete end-to-end messaging
solution company for corporations, Internet Service providers (ISP), Web
hosting, portals and telecommunications companies.
With the acquisition, Critical Path acquires ISOCOR's strong
international customer base, eight worldwide offices, and over 75 associates and
partners. ISOCOR's directory and messaging expertise adds important resources to
help bring new revenue generating services to market, enabling customers to
benefit from the combined company's robust integrated messaging platform with
increased functionality, flexibility and choice.
"The acquisition of ISOCOR demonstrates Critical Path's commitment to
building a global infrastructure that satisfies the broadest range of email and
messaging demands presented by customers," said Doug Hickey, Critical Path's
president and CEO. "ISOCOR's award-winning technology and worldwide presence
combined with Critical Path's advanced messaging infrastructure significantly
enhances Critical Path's ability to provide the scalability, reliability and
security required by the explosive growth of Internet messaging."
"The worldwide messaging market is growing rapidly and Critical Path has
consistently demonstrated its commitment to the worldwide market," said Steve
Robins, senior analyst of the Yankee Group. "Through its acquisition of ISOCOR,
Critical Path is strategically positioned as a leading worldwide provider of
advanced Internet messaging solutions and in the process, Critical Path also
greatly enhances the services it can offer to its worldwide customer base."
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ISOCOR brings more than 44 million mailboxes to Critical Path and more
than 1,200 businesses such as IBM, UUNet, British Telecom, France Telecom, New
York Life, Netscape, and Racal.
In addition, Paul Gigg, former president and CEO of ISOCOR, joins
Critical Path as executive vice president and chief operating officer (COO). As
COO, Paul Gigg will be involved in Critical Path's day-to-day operations and
focus on providing customers with the most reliable, scalable and advanced
Internet messaging and directory solutions available.
During Gigg's tenure as CEO of ISOCOR, he spearheaded the introduction
of new products, expanded ISOCOR's services and capabilities, while shepherding
ISOCOR's dynamic revenue growth. Gigg brings an extensive knowledge of
customers' needs as well as an in-depth knowledge of the global corporate and
telecommunications marketplace to Critical Path.
"Paul has a proven track record of leading an International team and
establishing a successful business delivering advanced messaging and directory
solutions to the corporate market," said Doug Hickey. " Paul brings an extensive
breadth of experience and leadership which will enable Critical Path to continue
to extend its position as the dominant provider of global messaging solutions."
Critical Path will also report fourth quarter earnings today.
About Critical Path, Inc.
Critical Path, Inc. (Nasdaq: CPTH - news) is a leading global provider
of business-to-business Internet messaging and collaboration solutions for
corporations, Internet service providers (ISPs), Web hosting companies, and Web
portals.
Critical Path has built an industry-leading global infrastructure with
data centers connected to key Internet exchange points, and currently reaches
millions of end-users through its customer relationships.
Critical Path provides reliable, secure, and scalable e-mail, and a
flexible suite of enhanced messaging services to partners such as E*TRADE,
CompuServe, Network Solutions, U S West, Sprint, and ICQ. Critical Path is
headquartered in San Francisco, California, with offices in locations nationwide
and in Germany, the UK, and Argentina. More information on Critical Path can be
found at www.cp.net.
Critical Path is a service mark and the Critical Path logo is a
trademark of Critical Path, Inc.
This press release contains forward-looking statements regarding the
company and its expectations which involve certain risks and uncertainties.
Factors that could cause the company's results to differ materially from its
expectations include: inability to convert available mailboxes to real revenue;
failure of acquisitions to close; failure to expand our sales and marketing
activities; unplanned system interruptions and capacity constraints that could
reduce our ability to provide
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email services and harm our business and our reputation; potential difficulties
associated with strategic relationships; ability to respond to rapid
technological change of the Internet messaging industry; competition; and
problems related to managing the company's expected growth, including the
ability to maintain or reduce cost efficiencies. These and other risks and
uncertainties are described in more detail in the company's Critical Path's most
recent 10Q and other filings with the Securities and Exchange Commission
(www.sec.gov).
