CHEUNG KONG HOLDINGS LTD 4

Accession 0001181431-04-035303

CIK 0001060801other

View on SEC.gov Company Profile

Filed

Jul 13, 8:00 PM ET

Accepted

Jul 14, 7:12 PM ET

Size

38.1 KB

Accession

0001181431-04-035303

Insider Transaction Report

Form 4

Period: 2004-07-09

CRITICAL PATH INCCPTH

CHEUNG KONG HOLDINGS LTD

10% Owner

Transactions

Other
Series E Preferred Stock
2004-07-09+5,684,625→ 5,684,625 total(indirect: See footnote)
Exercise: $1.50From: 2004-07-09Exp: 2008-07-09→ Common Stock (5,684,625 underlying)
Other
Series E Preferred Stock
2004-07-09+3,390,000→ 3,390,000 total(indirect: See footnote)
Exercise: $1.50From: 2004-07-09Exp: 2008-07-09→ Common Stock (3,390,000 underlying)
Other
Subordinated Convertible Notes
2004-07-09−4,670,000→ 0 total(indirect: See footnote)
Exercise: $405.92From: 2000-04-01Exp: 2005-01-05→ Common Stock (5,749 underlying)
Other
Subordinated Convertible Notes
2004-07-09−5,085,000→ 0 total(indirect: See footnote)
Exercise: $405.92From: 2000-04-01Exp: 2005-01-05→ Common Stock (12,527 underlying)
Sale
Call Option (obligation to sell)
2004-12-03−1→ 1 total(indirect: See footnote)
Exercise: $1.50From: 2004-07-09Exp: 2004-08-04→ Series E Preferred (10,930,000 underlying)
Other
Subordinated Convertible Notes
2004-07-09−19,375,000→ 0 total(indirect: See footnote)
Exercise: $405.92From: 2000-04-01Exp: 2005-01-05→ Common Stock (21,006 underlying)
Other
Series D Preferred Stock
2004-07-09−436,364→ 0 total(indirect: See footnote)
Exercise: $4.20From: 2001-11-08Exp: 2005-11-08→ Common Stock (1,658,893 underlying)
Other
Series E Preferred Stock
2004-07-09+1,555,733→ 1,555,733 total(indirect: See footnote)
Exercise: $1.50From: 2004-07-09Exp: 2008-07-09→ Common Stock (1,555,733 underlying)
Other
Series D Preferred Stock
2004-07-09−436,363→ 0 total(indirect: See footnote)
Exercise: $4.20From: 2001-11-08Exp: 2005-11-08→ Common Stock (1,658,889 underlying)

Footnotes (17)

[F1]Amendment to terms of Series D Preferred Stock originally issued on December 19, 2001.
[F10]Cheung Kong beneficially owns 3,390,000 shares of Series E Preferred Stock through its wholly owned subsidiary Campina, convertible into 3,390,000 shares of Common Stock at a conversion price of US$1.50.
[F11]There is no expiration date by which the Series E Preferred Stock must convert into common stock. If at any date after July 9, 2007 the average closing price per share of common stock for any 60 consecutive trading days is not less than 400% of the Series E Accreted Value, then the issuer has the option to redeem within 30 days all outstanding Series E Preferred Stock for cash at a price per share equal to the Series E Accreted Value plus all dividends accrued since the previous semi-annual compounding date. On July 9, 2008, all Series E Preferred Stock must automatically be redeemed for cash at a price per share equal to the Series E Accreted Value plus all dividends accrued since the previous semi-annual compounding date.
[F12]HWL beneficially owns $4,670,000 principal amount of 5 3/4% Notes through its wholly owned subsidiary Cenwell, convertible into 11,505 shares of Common Stock. Cheung Kong's proportionate interest in the shares of Common Stock issuable upon conversion to HWL and Cenwell is 5,749 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock issuable upon conversion to HWL and Cenwell. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares. The 5 3/4% Notes reported herein were exchanged into Series E Preferred Stock on July 9, 2004 pursuant to Convertible Note Purchase and Exchange Agreement dated November 18, 2003.
[F13]HWL beneficially owns 3,113,333 shares of Series E Preferred Stock through its wholly owned subsidiary Cenwell, convertible into 3,113,333 shares of Common Stock. Cheung Kong's proportionate interest in the shares of Common Stock issuable upon conversion to HWL and Cenwell is 1,555,733 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock issuable upon conversion to HWL and Cenwell. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares.
[F14]CK Life Sciences Int'l., (Holdings) Inc. ("CKLS") beneficially owns $19,375,000 principal amount of 5 3/4% Notes through its wholly owned subsidiary Great Affluent Limited ("GAL"), convertible into 47,731 shares of Common Stock. Cheung Kong owns 44.01% of the issued shares of CKLS, and its proportionate interest in the shares of Common Stock issuable upon conversion to CKLS and GAL is 21,006 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock issuable upon conversion to CKLS and GAL. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares. The 5 3/4% Notes reported herein were exchanged into Series E Preferred Stock on July 9, 2004 pursuant to Convertible Note Purchase and Exchange Agreement dated November 18, 2003.
[F15]Exchange of 5 3/4 Notes into Series E Preferred Stock pursuant to Convertible Note Purchase and Exchange Agreement dated November 18, 2003.
[F16]The shares of Series E Preferred Stock are convertible into the number shares of common stock of the issuer equal to the product of the number of shares of Series E Preferred Stock being converted multiplied by the quotient of (i) the Series E Accreted Value divided by (ii) $1.50 (subject to anti-dilution adjustments). Series E Accreted Value means, with respect to each share of Series E Preferred Stock, the sum of $1.50 plus all dividends that have accrued and compounded semi-annually.
[F18]On December 15, 2003, the Issuer entered into a Repurchase Option Agreement with Campina, Cenwell and GAL, as well as with Dragonfield Limited and Lion Cosmos Limited, pursuant to which the Issuer was granted a call option to repurchase up to 10,930,000 shares of Series E Preferred Stock from the parties thereto at a repurchase price of $1.50 per share. The call option is exercisable pro-ratedly to such parties' proportion of their respective ownership of Series E Preferred Stock. Such option may be exercised once by the Issuer at any time after the issuance of the Series E Preferred Stock to Campina, Cenwell, GAL, Dragonfield and LCL until 10 business days following the lapse of the Purchaser Subscription Privilege (as defined in the Note Purchase and Exchange Agreement, dated November 18, 2003). The parties thereto disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
[F2]The shares of Series D Preferred Stock are convertible into the number shares of common stock of the issuer equal to the product of the number of shares of Series D Preferred Stock being converted multiplied by the quotient of (i) the Series D Accreted Value plus all dividends accrued since the previous semi-annual compounding date divided by (ii) $1.50 (subject to anti-dilution adjustments). Series D Accreted Value means, with respect to each share of Preferred Stock, the sum of $13.75 plus all dividends that have accrued and compounded semi-annually.
[F3]There is no expiration date by which the Series D Preferred Stock must convert into common stock. If at any date after July 9, 2007 the average closing price per share of common stock for any 60 consecutive trading days is not less than 400% of the Series D Accreted Value, then the issuer has the option to redeem within 30 days all outstanding Series D Preferred Stock for cash at a price per share equal to the Series D Accreted Value plus all dividends accrued since the previous semi-annual compounding date and all dividends that would have accrued and compounded from the closing of such optional redemption until July 9, 2008. On July 9, 2008, all Series D Preferred Stock must automatically be redeemed for cash at a price per share equal to the Series D Accreted Value plus all dividends accrued since the previous semi-annual compounding date.
[F4]Not applicable.
[F5]Cheung Kong (Holdings) Limited ("Cheung Kong") beneficially owns 436,363 shares of Series D Preferred Stock through its wholly owned subsidiary, Campina Enterprises Limited ("Campina"), convertible into 1,658,889 shares of Common Stock (including accretion of dividends as at November 17, 2003).
[F6]Cheung Kong beneficially owns 436,363 shares of Series D Preferred Stock through its wholly owned subsidiary, Campina, convertible into 4,885,825 shares of Common Stock (including accretion of dividends as at July 9, 2004).
[F7]Hutchison Whampoa Limited ("HWL") beneficially owns 436,364 shares of Series D Preferred Stock through its wholly owned subsidiary Cenwell Limited ("Cenwell"), convertible into 1,658,893 shares of Common Stock (including accretion of dividends as at November 17, 2003). Cheung Kong owns 49.97% of the issued shares of HWL, and its proportionate interest in the shares of Common Stock issuable upon conversion to HWL and Cenwell is 828,949 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock owned by HWL and Cenwell. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares.
[F8]HWL beneficially owns 436,364 shares of Series D Preferred Stock through its wholly owned subsidiary Cenwell, convertible into 4,885,825 shares of Common Stock (including accretion of dividends as at July 9, 2004). Cheung Kong owns 49.97% of the issued shares of HWL, and its proportionate interest in the shares of Common Stock issuable upon conversion to HWL and Cenwell is 2,441,447 shares. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of such shares of Common Stock owned by HWL and Cenwell. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares.
[F9]Cheung Kong beneficially owns $5,085,000 principal amount of the Issuer's 5 3/4% Convertible Subordinated Notes due April 2005 ("5 3/4% Notes") through its wholly owned subsidiary Campina, convertible into 12,527 shares of Common Stock. The 5 3/4% Notes reported herein were exchanged into Series E Preferred Stock on July 9, 2004 pursuant to Convertible Note Purchase and Exchange Agreement dated November 18, 2003.

Documents

1 file

4
rrd47883.xmlPrimary
FORM 4 DATED 7/9/2004

Issuer

CRITICAL PATH INC

CIK 0001060801

→

Entity typeother

Related Parties

filerCIK 0001164004

Filing Metadata

Form type: 4
Filed: Jul 13, 8:00 PM ET
Accepted: Jul 14, 7:12 PM ET
Size: 38.1 KB

View on SEC.gov