UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
_______________________________
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CRITICAL PATH, INC. |
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(Name of Issuer) |
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Common Stock, par value $0.001 per share |
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(Title of Class of Securities) |
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22674V100 |
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(CUSIP Number) |
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Thomas J. Murphy Tel. No.: (203) 629-8600 |
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(Name, Address and Telephone Number of Person |
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_______________________________ |
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April 29, 2008 |
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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(e), 1(f) or 1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
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CUSIP No. 22674V100 |
Page 2 of 14 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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7 |
SOLE VOTING POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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14 |
TYPE OF REPORTING PERSON* |
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CUSIP No. 22674V100 |
Page 3 of 14 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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7 |
SOLE VOTING POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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14 |
TYPE OF REPORTING PERSON* |
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CUSIP No. 22674V100 |
Page 4 of 14 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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7 |
SOLE VOTING POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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TYPE OF REPORTING PERSON* |
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CUSIP No. 22674V100 |
Page 5 of 14 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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7 |
SOLE VOTING POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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14 |
TYPE OF REPORTING PERSON* |
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CUSIP No. 22674V100 |
Page 6 of 14 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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7 |
SOLE VOTING POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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14 |
TYPE OF REPORTING PERSON* |
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CUSIP No. 22674V100 |
Page 7 of 14 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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7 |
SOLE VOTING POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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14 |
TYPE OF REPORTING PERSON* |
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CUSIP No. 22674V100 |
Page 8 of 14 Pages |
SCHEDULE 13D
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Item 1. |
Security and Issuer. |
This Amendment No. 7 (this “Amendment”) to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D, dated December 21, 2001 (the “Original 13D”), Amendment No. 1 thereto, dated July 13, 2004 (“Amendment No. 1”), Amendment No. 2 thereto, dated December 30, 2004 (“Amendment No. 2”), Amendment No. 3 thereto, dated April 1, 2005 (“Amendment No. 3”), and Amendment No. 4 thereto, dated October 17, 2007 (“Amendment No. 4”), Amendment No. 5 thereto, dated December 7, 2007 and Amendment No. 6 thereto, dated February 25, 2008 (“Amendment No. 6”) with respect to the shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Critical Path, Inc., a California corporation (the “Company”). The address of the principal executive office of the Company is 42-47 Lower Mount Street, Dublin 2, Ireland. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Original 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6.
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Item 2. |
Identity and Background. |
Item 2 is hereby amended and restated in its entirety as follows:
This statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The members of the group are General Atlantic LLC, a Delaware limited liability company (“GA”), General Atlantic Partners 74, L.P., a Delaware limited partnership (“GAP 74”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAP Coinvestment Partners II, L.P., a Delaware limited partnership (“GAPCO”), GAPCO GmbH & Co. KG, a German limited partnership (“KG”), and GAPCO Management GmbH, a German corporation (“GmbH Management” and, collectively with GA, GAP 74, GapStar, GAPCO and KG, the “Reporting Persons”). The Reporting Persons (other than KG and GmbH Management) are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. KG and GmbH Management are located c/o General Atlantic GmbH, Koenigsallee 62, 40212 Duesseldorf, Germany. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
The general partner of GAP 74 is GA. GA is also the sole member of GapStar. GmbH Management is the general partner of KG. The general partners of GAPCO are the GA Managing Directors. The GA Managing Directors (as defined in Schedule A) are authorized and empowered to vote and dispose of the securities held by KG and GmbH Management.
The information required by General Instruction C. to Schedule 13D is attached hereto as Schedule A and hereby incorporated by reference. The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA.
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CUSIP No. 22674V100 |
Page 9 of 14 Pages |
SCHEDULE 13D
None of the Reporting Persons and none of the above individuals has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
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Item 3. |
Source and Amount of Funds or Other Consideration. |
No change.
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Item 4. |
Purpose of Transaction. |
Item 4 is hereby amended by inserting the following at the end thereof:
On April 29, 2008, the Company consummated the merger pursuant to the Agreement and Plan of Merger, dated as of December 5, 2007, and amended as of February 19, 2008 (the “Merger Agreement”), by and among the Company, CP Holdco, LLC (“Parent”) and CP Merger Co. (“Merger Sub”), a wholly-owned subsidiary of Parent, pursuant to which Merger Sub merged with and into the Company with the Company continuing as the surviving corporation (the “Merger”). The Company’s shareholders had approved the Merger on April 21, 2008. On April 29, 2008, the Company also amended and restated its Amended and Restated Articles of Incorporation in the form of the Second Amended and Restated Articles of Incorporation.
At the effective time of the Merger, each share of the Company’s Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than any shares of Common Stock owned by Parent or shareholders who are entitled to and who properly exercise dissenters’ rights under California law) was cancelled and converted into the right to receive $0.102 in cash, without interest and less any required withholding taxes, plus a contingent right (the “Contingent Litigation Recovery Right”) to receive a pro rata amount of any net recovery received by the Company with respect to an action pending in the United States District Court for the Western District of Washington captioned Vanessa Simmonds v. Bank of America Corporation and J. P. Morgan Chase & Co., without interest and less any required withholding taxes, for each share of Common Stock.
Immediately after the Merger, pursuant to the terms of the Company’s Second Amended and Restated Articles of Incorporation and a Note Exchange Agreement, dated as of December 5, 2007, by and among the Company and the holders of all of its outstanding 13.9% promissory notes due June 30, 2008 (the “13.9% Notes”), on April 29, 2008, the Company effected a recapitalization consisting of a 70,000-to-1 reverse stock split of its Series E Redeemable Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”), the conversion of all of its outstanding Series D Cumulative Redeemable Convertible Preferred Stock, par value $0.001 per share, and Series E Preferred Stock outstanding following the reverse stock split into shares of Common Stock, and the exchange of all of the outstanding 13.9% Notes for Common Stock.
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CUSIP No. 22674V100 |
Page 10 of 14 Pages |
SCHEDULE 13D
Fractional shares of Series E Preferred Stock resulting from the reverse stock split were cashed out, on an as if converted to Common Stock basis, at a per share price equal to $0.102 in cash plus the Contingent Litigation Recovery Right, without interest and less any required withholding taxes.
As a result of the Merger, the Company became a privately held company and on April 29, 2008, the Common Stock ceased trading in the over-the-counter market on the OTC Bulletin Board owned by the Nasdaq Stock Market, Inc. The Company filed a Form 15 on April 29, 2008, suspending the Company’s reporting obligations under Sections 12 and 15 of the Exchange Act.
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Item 5. |
Interest in Securities of the Issuer. |
(a) As of May 1, 2008, the Reporting Persons own of record the following securities of the Company:
(i) GA owns of record no shares of Common Stock and 0.0% of the Company’s issued and outstanding shares of Common Stock;
(ii) GAP 74 owns of record 158,564,703 shares of Common Stock or 37.8% of the Company’s issued and outstanding shares of Common Stock;
(iii) GapStar owns of record 12,311,026 shares of Common Stock or 2.9% of the Company’s issued and outstanding shares of Common Stock;
(iv) GAPCO owns of record 20,628,827 shares of Common Stock or 4.9% of the Company’s issued and outstanding shares of Common Stock;
(v) KG owns of record 241,470 shares of Common Stock, or 0.1% of the Company’s issued and outstanding shares of Common Stock; and
(vi) GmbH Management owns of record no shares of Common Stock, or 0.0% of the Company’s issued and outstanding shares of Common Stock.
By virtue of the fact that (i) GA is the general partner of GAP 74 and the sole member of GapStar, (ii) the GA Managing Directors (other than certain GA Managing Directors) are also the general partners authorized and empowered to vote and dispose of the securities held by GAPCO and (iii) the GA Managing Directors are authorized and empowered to vote and dispose of the securities owned by KG and GmbH Management, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. As of May 1, 2008, each of the Reporting Persons may be deemed to own beneficially an aggregate of 191,746,026 shares of Common Stock, or 45.7% of the Company’s issued and outstanding shares of Common Stock.
As a result of the Merger, the Reporting Persons, Campina Enterprises Limited (“Campina”) and Cenwell Limited (“Cenwell” and collectively with Campina, the “CK Shareholders”) may be deemed to be a group for purposes of Section 13(d) of
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CUSIP No. 22674V100 |
Page 11 of 14 Pages |
SCHEDULE 13D
the Exchange Act; provided, however, that the Reporting Persons expressly disclaim being such a group with the CK Shareholders and neither the filing of this Schedule 13D nor any of its content will be deemed to constitute an admission that any of the Reporting Persons are the beneficial owners of any shares of equity securities owned by the CK Shareholders and/or any of its affiliates for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
(b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 191,746,026 shares of Common Stock that may be deemed to be owned beneficially by each of them.
As a result of the Merger, the Reporting Persons and the CK Shareholders may be deemed to be a group for purposes of Section 13(d) of the Exchange Act; provided, however, that the Reporting Persons expressly disclaim being such a group with the CK Shareholders and neither the filing of this Schedule 13D nor any of its content will be deemed to constitute an admission that any of the Reporting Persons have the sole or shared power to vote or direct the vote or dispose or direct the disposition of any shares of equity securities owned by the CK Shareholders and/or its affiliates for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c) See “Item 4. Purpose of Transaction” for a description of the Merger and the Merger Agreement, which is incorporated herein by reference in answer to this Item 5(c).
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(d) |
Not applicable. |
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(e) |
Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer. |
The Reporting Persons are parties to a Shareholders Agreement, dated as of May 1, 2008, among the Company, GAP 74, GapStar, GAPCO, KG, the CK Shareholders, Dragonfield Limited, Lion Cosmos Limited and Ace Paragon Holdings Limited (the “Shareholders Agreement”). The Shareholders Agreement provides for certain transfer restrictions, corporate governance and other matters relating to the parties’ interests in the Company after the consummation of the merger. A copy of the Shareholders Agreement is filed herewith as Exhibit 99.1.
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Item 7. |
Materials to be Filed as Exhibits. |
Item 7 is hereby amended by inserting the following at the end thereof:
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CUSIP No. 22674V100 |
Page 12 of 14 Pages |
SCHEDULE 13D
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Exhibit 99.1 |
Shareholders Agreement (the “Shareholders Agreement”), dated as of May 1, 2008, by and among the Company, General Atlantic Partners 74, L.P., GAP Coinvestment Partners II, L.P., GapStar, LLC, GAPCO GmbH & Co. KG, Campina Enterprises Limited, Cenwell Limited, Dragonfield Limited, Lion Cosmos Limited and Ace Paragon Holdings Limited. Exhibit B to the Shareholders Agreement is incorporated by reference to Exhibit 3(ii)(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003. |
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CUSIP No. 22674V100 |
Page 13 of 14 Pages |
SCHEDULE 13D
SIGNATURES
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: May 2, 2008
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GENERAL ATLANTIC LLC |
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By: /s/ Matthew Nimetz |
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Name: |
Matthew Nimetz |
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Title: |
Managing Director |
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GENERAL ATLANTIC PARTNERS 74, L.P. |
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By: General Atlantic LLC, |
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By: /s/ Matthew Nimetz |
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Name: |
Matthew Nimetz |
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Title: |
Managing Director |
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GAPSTAR, LLC |
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By: General Atlantic LLC, |
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By: /s/ Matthew Nimetz |
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Name: |
Matthew Nimetz |
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Title: |
Managing Director |
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GAP COINVESTMENT PARTNERS II, L.P. |
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By: /s/ Matthew Nimetz |
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Name: |
Matthew Nimetz |
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Title: |
A General Partner |
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GAPCO GMBH & CO. KG |
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By: GAPCO MANAGEMENT GmbH, |
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By: /s/ Matthew Nimetz |
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Name: |
Matthew Nimetz |
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Title: |
Managing Director |
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GAPCO MANAGEMENT GMBH |
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By: /s/ Matthew Nimetz |
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Name: |
Matthew Nimetz |
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Title: |
Managing Director |
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CUSIP No. 22674V100 |
Page 14 of 14 Pages |
SCHEDULE 13D
SCHEDULE A
GA Managing Directors
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Name |
Business Address |
Citizenship |
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Steven A. Denning (Chairman) |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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William E. Ford (Chief Executive Officer) |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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John Bernstein |
83 Pall Mall, Fourth Floor London SW1Y 5ES, United Kingdom |
United Kingdom |
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H. Raymond Bingham |
228 Hamilton Avenue |
United States |
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Peter L. Bloom |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Mark F. Dzialga |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Klaus Esser |
Koenigsallee 62 40212 Dusseldorf, Germany |
Germany |
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William O. Grabe |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Abhay Havaldar |
151-152, 15th Floor Maker Chamber VI 220 Nariman Point Mumbai 400 021, India |
India |
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David C. Hodgson |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Rene M. Kern |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States and Germany |
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Jonathan Korngold |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Christopher G. Lanning |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Jeff X. Leng |
Suite 2007-10, 20th Floor One International Finance Center 1 Harbour View Street Central Hong Kong |
Hong Kong SAR |
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Anton J. Levy |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Marc F. McMorris |
228 Hamilton Avenue |
United States |
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Thomas J. Murphy |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Matthew Nimetz |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Ranjit Pandit |
151-152, 15th Floor Maker Chamber VI 220 Nariman Point Mumbai 400 021, India |
United States and India |
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Andrew C. Pearson |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Raul R. Rai |
151-152, 15th Floor Maker Chamber VI 220 Nariman Point Mumbai 400 021, India |
India |
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David A. Rosenstein |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Sunish Sharma |
151-152, 15th Floor Maker Chamber VI 220 Nariman Point Mumbai 400 021, India |
India |
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Franchon M. Smithson |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Oliver Thum |
Koenigsallee 62 40212 Dusseldorf, Germany |
Germany |
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Tom C. Tinsley |
2401 Pennsylvania Avenue N.W. Washington, D.C. 20037 |
United States |
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Xiaomeng Tong |
Suite 2007-10, 20th Floor One International Finance Center 1 Harbour View Street Central Hong Kong |
Hong Kong SAR |
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Philip P. Trahanas |
3 Pickwick Plaza Greenwich, Connecticut 06830 |
United States |
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Florian P. Wendelstadt |
83 Pall Mall, Fourth Floor London SW1Y 5ES, United Kingdom |
Germany |