<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ISOCOR
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
464 902 10 5
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(CUSIP Number)
PAUL GIGG, PRESIDENT AND CHIEF EXECUTIVE OFFICER
3420 OCEAN PARK BLVD.
SANTA MONICA, CA 90405
(310) 581-8100
--------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 20, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box * .
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 2 OF 14 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Critical Path, Inc. I.R.S. Identification No.: 91-1788300
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF CALIFORNIA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,074,005(1)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
1,432,620(2)
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9 SOLE DISPOSITIVE POWER
2,074,005(1)
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,506,625(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.98%(3)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(1) In the event the Option (discussed in Items 3 and 4 below)
becomes exercisable and is exercised in full, Critical Path,
Inc., a California corporation ("Critical Path"), will have sole
voting power with respect to that number of shares equal to 19.9%
of the then outstanding shares of Common Stock of ISOCOR, a
California corporation ("ISOCOR"), which, based upon the
10,422,135 shares of ISOCOR Common Stock outstanding as of
October 17, 1999 (as represented by ISOCOR in the Reorganization
Agreement discussed in Items 3 and 4) currently equals 2,074,005
shares of ISOCOR Common Stock. Prior to the exercise of the
Option, Critical Path is not entitled to any rights as a
shareholder of ISOCOR as to the shares of ISOCOR Common Stock
covered by the Option. The Option may only be exercised upon the
happening of certain events referred to in Item 4, none of which
has occurred as of the date hereof. Critical Path expressly
disclaims beneficial ownership of any of the shares of ISOCOR
Common Stock which are purchasable by Critical Path upon exercise
of the Option until such time as Critical Path purchases any such
shares of ISOCOR Common Stock upon any such exercise.
(2) 1,432,620 shares of ISOCOR Common Stock are subject to Voting
Agreements entered into by Critical Path and certain affiliates
of ISOCOR (discussed in Items 3 and 4 below). Critical Path
expressly disclaims beneficial ownership of any of the shares of
ISOCOR Common Stock covered by the Voting Agreements. Based on
the number of shares of ISOCOR Common Stock outstanding as of
October 17, 1999 (as represented by ISOCOR in the Reorganization
Agreement discussed in Items 3 and 4), the number of shares of
ISOCOR Common Stock indicated represents approximately 13.12% of
the outstanding ISOCOR Common Stock, excluding the shares of
ISOCOR Common Stock issuable upon exercise of the Option and
calculated as discussed in Item 5.
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SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 3 OF 14 PAGES
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(3) Based on an assumed 12,995,937 shares of ISOCOR Common Stock
outstanding, calculated by adding (1) 10,422,135 shares of ISOCOR
Common Stock outstanding as of October 17, 1999 (as represented
by ISOCOR in the Reorganization Agreement discussed in Items 3
and 4), (2) 2,074,005 shares of ISOCOR Common Stock issuable
pursuant to exercise of the Option, and (3) 499,797 shares of
ISOCOR Common Stock issuable to the ISOCOR affiliates who are
parties to the Voting Agreements pursuant to exercise of their
options exercisable within 60 days of October 20, 1999.
<PAGE> 4
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 4 OF 14 PAGES
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Schedule 13D") relates to the
common stock (the "Shares" or the "ISOCOR Common Stock"), of ISOCOR. The
principal executive office of ISOCOR is located at 3420 Ocean Park Blvd,
Santa Monica, California, 90405.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Critical Path, Inc. Critical Path is a
leading provider of email hosting services. The address of the principal
business and principal office of Critical Path is 320 1st Street, San
Francisco, California 94105.
Set forth on Schedule A is the name of each of the directors and
executive officers of Critical Path and their present principal
occupation or employment, including the name and address of any
corporation or other organization in which such employment is conducted,
as of the date hereof to Critical Path's knowledge.
Neither Critical Path, nor to Critical Path's knowledge, any person
named on Schedule A hereto is required to disclose legal proceedings
pursuant to Items 2(d) or 2(e). To Critical Path's knowledge, each of
the individuals identified on Schedule A is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Reorganization dated as of October
20, 1999 (the "Reorganization Agreement"), by and among Critical Path,
Initialize Acquisition Corp., a California corporation and wholly-owned
subsidiary of Critical Path ("Merger Sub") and ISOCOR, and subject to
the conditions set forth therein (including approval by shareholders of
ISOCOR), Merger Sub will merge with and into ISOCOR and ISOCOR will
become a wholly-owned subsidiary of Critical Path (such events
constituting the "Merger"). Once the Merger is consummated, Merger Sub
will cease to exist as a corporation and all of the business, assets,
liabilities and obligations of Merger Sub will be merged into ISOCOR
with ISOCOR remaining as the surviving corporation (the "Surviving
Corporation").
As an inducement to Critical Path to enter into the Reorganization
Agreement, Critical Path and ISOCOR entered into a Stock Option
Agreement dated as of October 20, 1999 (the "Stock Option Agreement")
pursuant to which ISOCOR granted Critical Path the right (the "Option"),
under certain conditions, to acquire up
<PAGE> 5
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 5 OF 14 PAGES
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to the number of shares of ISOCOR Common Stock sufficient to give
Critical Path ownership of 19.9% of ISOCOR's outstanding Common Stock.
ISOCOR's obligation to issue shares pursuant to the exercise of the
Option is subject to the occurrence of certain events (discussed in Item
4 below), which may not occur. The granting of the Option was negotiated
as a material term of the entire Merger transaction. Critical Path did
not pay additional consideration to ISOCOR in connection with ISOCOR
entering into the Stock Option Agreement and granting the Option. In the
event the Option becomes exercisable, Critical Path anticipates it will
use working capital for any exercise of the Option.
As a further inducement for Critical Path to enter into the
Reorganization Agreement and in consideration thereof, certain
shareholders of ISOCOR (the "Shareholders") entered into individual
voting agreements with Critical Path (collectively, the "Voting
Agreements") whereby each Shareholder agreed, severally and not jointly,
to vote all of the shares of ISOCOR Common Stock beneficially owned by
him, her or it in favor of approval and adoption of the Reorganization
Agreement and approval of the Merger and certain related matters.
Critical Path did not pay additional consideration to any Shareholder in
connection with the execution and delivery of the Voting Agreements.
References to, and descriptions of, the Merger, the Reorganization
Agreement, the Stock Option Agreement and the Voting Agreements as set
forth herein are qualified in their entirety by reference to the copies
of the Reorganization Agreement, the Stock Option Agreement and the form
of Voting Agreement, respectively, included as Exhibits 1, 2 and 3 and
4, respectively, to this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, this statement relates to the
Merger of Merger Sub, a wholly-owned subsidiary of Critical Path, with
and into ISOCOR in a statutory merger pursuant to the California
Corporations Code. At the effective time of the Merger, the separate
existence of Merger Sub will cease and ISOCOR will continue as the
Surviving Corporation and as a wholly-owned subsidiary of Critical Path.
Each holder of outstanding ISOCOR Common Stock will receive, in exchange
for each share of ISOCOR Common Stock held by such holder, 0.4707 shares
of Critical Path Common Stock. Critical Path will assume each
outstanding option to purchase ISOCOR Common Stock under ISOCOR's stock
option plans.
Pursuant to the Stock Option Agreement, ISOCOR granted Critical Path the
Option, under certain conditions, to acquire up to the number of shares
of ISOCOR Common
<PAGE> 6
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 6 OF 14 PAGES
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Stock sufficient to give Critical Path ownership of 19.9% of ISOCOR's
outstanding Common Stock. ISOCOR's obligation to issue shares pursuant
to the exercise of the Stock Option is subject to the occurrence of
certain events (each, an "Exercise Event"), which may not occur. An
Exercise Event will occur if the Reorganization Agreement is terminated
pursuant to Section 7.1(b), 7.1(d), 7.1(g) or 7.1(h) thereof and an
event causing the Termination Fee to become payable pursuant to Section
7.3(b) of the Reorganization Agreement occurs.
Pursuant to the Voting Agreements, the Shareholders have irrevocably
appointed Critical Path as their lawful attorney and proxy. Such proxy
gives Critical Path the limited right to vote each of the 1,432,620
shares (including options exercisable within 60 days of October 20,
1999) of ISOCOR Common Stock beneficially owned by the Shareholders in
all matters related to the Merger. In exercising its right to vote the
Shares as lawful attorney and proxy of the Shareholders, Critical Path
(or any nominee of Critical Path) will be limited, at every ISOCOR
shareholders meeting and every written consent in lieu of such a meeting
to vote the Shares in favor of approval and adoption of the
Reorganization Agreement, in favor of approval of the Merger and in
favor of each matter that could reasonably be expected to facilitate the
Merger. The Shareholders may vote the Shares on all other matters. The
Voting Agreements terminate upon the earlier to occur of (i) such date
and time as the parties shall file a merger agreement with the Secretary
of State of California in accordance with the terms and provisions of
the Reorganization Agreement, or (ii) such date and time as the
Reorganization Agreement shall have been terminated pursuant to Article
VII thereof.
The purpose of the transactions under the Voting Agreements and the
Stock Option Agreement are to enable Critical Path and ISOCOR to
consummate the transactions contemplated under the Reorganization
Agreement.
(c) Not applicable.
(d) It is anticipated that upon consummation of the Merger, the
directors of the Surviving Corporation shall be the current directors of
Merger Sub. It is anticipated that the initial officers of the Surviving
Corporation shall be the officers of Merger Sub, until their respective
successors are duly appointed.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
<PAGE> 7
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 7 OF 14 PAGES
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(g) Upon consummation of the Merger, the Articles of Incorporation of
Merger Sub, as in effect immediately prior to the Merger, shall be the
Articles of Incorporation of the Surviving Corporation until thereafter
amended as provided by California Law and such Articles of
Incorporation. Upon consummation of the Merger, the Bylaws of Merger
Sub, as in effect immediately prior to the Merger, shall be the Bylaws
of the Surviving Corporation until thereafter amended.
(h) - (i) If the Merger is consummated as planned, the ISOCOR Common
Stock will be deregistered under the Act and delisted from The Nasdaq
National Market.
(j) Other than described above, Critical Path currently has no plan or
proposals which relate to, or may result in, any of the matters listed
in Items 4(a) - (j) of Schedule 13D (although Critical Path reserves the
right to develop such plans).
References to, and descriptions of, the Reorganization Agreement, the
Stock Option Agreement and the Voting Agreements as set forth above in
this Item 4 are qualified in their entirety by reference to the copies
of the Reorganization Agreement, the Stock Option Agreement and the
Voting Agreement, respectively, included as Exhibits 1, 2 and 3,
respectively, to this Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISOCOR.
(a) - (b) As a result of the Voting Agreements, Critical Path may be
deemed to be the beneficial owner of at least 1,432,620 shares of ISOCOR
Common Stock. Such ISOCOR Common Stock constitutes approximately 13.12%
of the issued and outstanding shares of ISOCOR Common Stock assuming
outstanding shares of ISOCOR Common Stock equal to the number of shares
of ISOCOR Common Stock outstanding as of October 17, 1999 (as
represented by ISOCOR in the Reorganization Agreement discussed in Items
3 and 4) plus the number of shares of ISOCOR Common Stock issuable to
the ISOCOR affiliates who are parties to the Voting Agreements pursuant
to exercise of options exercisable within 60 days of October 20, 1999.
Critical Path may be deemed to have the shared power to vote the Shares
with respect to those matters described above. However, Critical Path
(i) is not entitled to any rights, other than as described herein, as a
shareholder of ISOCOR as to the Shares and (ii) disclaims any beneficial
ownership of the shares of ISOCOR Common Stock which are covered by the
Voting Agreements.
In the event the Stock Option becomes exercisable and is exercised in
full, Critical Path will have the sole power to vote, and the sole power
to dispose of, that number of shares equal to 19.9% of the outstanding
shares of ISOCOR Common Stock,
<PAGE> 8
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 8 OF 14 PAGES
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which, based upon the 10,422,135 shares of ISOCOR Common Stock
outstanding as of October 17, 1999 (as represented by ISOCOR in the
Reorganization Agreement discussed in Items 3 and 4) equals 2,074,005
shares of ISOCOR Common Stock.
To Critical Path's knowledge, no person listed on Schedule A has an
ownership interest in ISOCOR.
Set forth on Schedule B is the name of those affiliates of ISOCOR that
have entered into a Voting Agreement with Critical Path, and their
present principal occupation or employment, including the name and
address of any corporation or other organization in which such
employment is conducted, to Critical Path's knowledge.
(c) To the knowledge of Critical Path, no transactions in the class of
securities reported have been effected during the past sixty days by any
person named pursuant to Item 2.
(d) To the knowledge of Critical Path, no other person has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities of ISOCOR reported on herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISOCOR.
Other than the Reorganization Agreement and the exhibits thereto,
including the Voting Agreements and the Stock Option Agreement, to the
knowledge of Critical Path, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 and
between such persons and any person with respect to any securities of
ISOCOR, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangement,
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are incorporated herein by reference as
exhibits:
1. Agreement and Plan of Reorganization, dated October 20, 1999, by
and among Critical Path, Merger Sub and ISOCOR (incorporated by
reference to Exhibit 2.1 to Critical Path's Current Report on
Form 8-K filed of even date herewith).
<PAGE> 9
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 9 OF 14 PAGES
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2. Stock Option Agreement, dated October 20, 1999, by and between
Critical Path and ISOCOR (incorporated herein by reference to
Exhibit 2.2 to Critical Path's Current Report on Form 8-K filed
of even date herewith).
3. Form of Voting Agreement entered into between Critical Path and
certain affiliates of ISOCOR (incorporated herein by reference
to Exhibit 2.3 to Critical Path's Current Report on Form 8-K
filed of even date herewith).
4. Voting Agreement, dated as of October 20, 1999, between
Critical Pathand Brentwood Associates (incorporated herein by
reference to Exhibit 2.4 to Critical Path's Current Report on
Form 8-K filed of even date herewith).
<PAGE> 10
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 10 OF 14 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 1, 1999
CRITICAL PATH, INC.
By: /s/ Brett Robertson
---------------------------------------
Brett Robertson
Vice President of Strategic Development
and General Counsel
<PAGE> 11
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 11 OF 14 PAGES
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Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF
CRITICAL PATH, INC.
<TABLE>
<CAPTION>
(2)
NAME AND TITLE PRESENT PRINCIPAL OCCUPATION
INCLUDING NAME OF EMPLOYER
<S> <C>
Douglas T. Hickey Critical Path, Inc.
President, Chief Executive Officer and Director 320 1st Street
San Francisco, CA 94105
David C. Hayden Critical Path, Inc.
Chairman of the Board of Directors 320 1st Street
San Francisco, CA 94105
David A. Thatcher Critical Path, Inc.
Executive Vice President and Chief Financial 320 1st Street
Officer San Francisco, CA 94105
Joseph Duncan Critical Path, Inc.
Vice President and Chief Information Officer 320 1st Street
San Francisco, CA 94105
Judie A. Hayes Critical Path, Inc.
Vice President of Corporate Communications 320 1st Street
San Francisco, CA 94105
William H. Rinehart Critical Path, Inc.
Vice President of Worldwide Internet Sales 320 1st Street
San Francisco, CA 94105
Brett Robertson Critical Path, Inc.
Vice President of Strategic Development and 320 1st Street
General Counsel San Francisco, CA 94105
Kurt Steinhauer Critical Path, Inc.
Vice President Worldwide Enterprise Sales 320 1st Street
San Francisco, CA 94105
Marcy Swenson Critical Path, Inc.
Vice President of Platform Architecture 320 1st Street
San Francisco, CA 94105
Mari E. Tangredi Critical Path, Inc.
Vice President of Business Development 320 1st Street
San Francisco, CA 94105
Sharon Weinbar Critical Path, Inc.
Vice President of Marketing 320 1st Street
San Francisco, CA 94105
</TABLE>
<PAGE> 12
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 12 OF 14 PAGES
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<TABLE>
<S> <C>
Cynthia D. Whitehead Critical Path, Inc.
Vice President of Operations and Customer Service 320 1st Street
San Francisco, CA 94105
Christos M. Cotsakos Chairman and Chief Executive Officer
Director E*TRADE Group, Inc.
4500 Bohannon Drive
Menlo Park, CA 94025
Lisa Gansky Principal
Director Trading Fours
6114 LaSalle Avenue, #433
Oakland, CA 94611
Kevin R. Harvey General Partner
Director Benchmark Capital
2480 Sand Hill Road, Suite 200
Menlo Park, CA 94025
James A. Smith Chief Executive Officer
Director US West Dex
198 Inverness Drive West
Englewood, CO 80112
George Zachary Partner
Director Mohr Davidow Ventures
2775 Sand Hill Road, Suite 240
Menlo Park, CA 94025
</TABLE>
<PAGE> 13
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 13 OF 14 PAGES
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SCHEDULE B
<TABLE>
<CAPTION>
AFFILIATE SHARES BENEFICIALLY OWNED
<S> <C>
Janine Bushman 78,166*
Vice President, Finance and Administration
and Chief Financial Officer
ISOCOR
3420 Ocean Park Blvd.
Santa Monica, CA 90405
Dennis Cagan 10,000*
President
Cagan Co.
414 Lincolnwood Drive
Santa Barbara, CA 93110
Andre De Fusco 0
President and Chief Executive Officer
ACT Networks, Inc.
26707 Agoura Road
Calabasas, CA 91302
Andre De Mari 336,307*
Chairman of the Board of Directors
ISOCOR
3420 Ocean Park Boulevard
Santa Monica, CA 90405
Paul Gigg 230,014*
President and Chief Executive Officer
ISOCOR
3420 Ocean Park Blvd.
Santa Monica, CA 90405
Karl Klessig 31,118*
Vice President, Marketing and Strategic Alliance
ISOCOR
3420 Ocean Park Blvd.
Santa Monica, CA 90405
Alex Lazar 62,155*
Vice President, North American Sales
ISOCOR
3420 Ocean Park Blvd.
Santa Monica, CA 90405
</TABLE>
<PAGE> 14
SCHEDULE 13D
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CUSIP NO. 464 902 105 PAGE 14 OF 14 PAGES
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<TABLE>
<S> <C>
Abe Levine 1,000
Vice President, Professional Services
ISOCOR
3420 Ocean Park Blvd.
Santa Monica, CA 90405
David Longley 21,562*
Vice President, International Sales and Marketing
ISOCOR
3420 Ocean Park Blvd.
Santa Monica, CA 90405
Barry Wyse 45,243*
Vice President, Engineering
ISOCOR
3420 Ocean Park Blvd.
Santa Monica, CA 90405
William Yundt 9,437*
Vice President, Networking
Web TV Networks, Inc.
305 Lytton Avenue
Palo Alto, CA 94301
Brentwood Associates V, L.P. 607,618
1150 Santa Monica Blvd.
Suite 1200
Los Angeles, CA 90025
</TABLE>
*Includes shares issuable pursuant to exercise of options exercisable within 60
days of October 20, 1999.
