-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IqrtkWFhcRp47bszn0pj3koZt6c9EEuA88Psy03BRaFDLm57jx45FKuGxChnsgWR uS8Jp9JHk/iOg8Y95xHMyg== 0000919574-03-000296.txt : 20030213 0000919574-03-000296.hdr.sgml : 20030213 20030213092642 ACCESSION NUMBER: 0000919574-03-000296 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRITICAL PATH INC CENTRAL INDEX KEY: 0001060801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911788300 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56169 FILM NUMBER: 03556738 BUSINESS ADDRESS: STREET 1: 320 FIRST STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4158088800 MAIL ADDRESS: STREET 1: 320 FIRST STREET CITY: SAN FRNACISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH SCOTT CENTRAL INDEX KEY: 0001053125 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CAMELOT MANAGEMENT CORP STREET 2: 10 GLENVILLE STREET CITY: GREENWICH STATE: CT ZIP: 06831-3638 BUSINESS PHONE: 2035318792 MAIL ADDRESS: STREET 1: C/O CAMELOT MAMAGEMENT CORP STREET 2: 10 GLENVILLE STREET CITY: GREENWICH STATE: CT ZIP: 06831-3638 SC 13G/A 1 d383922_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1 )(1) Critical Path Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 22674V100 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- (1) 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 the disclosures provided in a prior cover page. The information required in 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 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). CUSIP No. 22674V100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Scott Smith 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,287,551 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,287,551 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,287,551 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.35% 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 22674V100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Camelot Management Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,073,300 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,073,300 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,073,300 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.3% 12. TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 22674V100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Camelot Offshore Fund Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 1,073,300 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,073,300 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,073,300 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.3% 12. TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 22674V100 --------------------- Item 1(a). Name of Issuer: Critical Path Inc. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 350 The Embarcadero San Francisco, CA 94105 ____________________________________________________________________ Item 2(a-c). Name of Person Filing: Scott Smith c/o Camelot Management Corp. 3 Pickwick Plaza Greenwich, CT 06830 United States citizen Camelot Management Corp. 3 Pickwick Plaza Greenwich, CT 06830 Delaware Corporation Camelot Offshore Fund Limited c/o Hemisphere Management (B.V.I.) Limited Bison Court P.O. Box 3460 Road Town, Tortola B.V.I. British Virgin Islands Corporation ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock, $0.001 par value ____________________________________________________________________ Item 2(e). CUSIP Number: 22674V100 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 4,287,551 shares owned by Scott Smith; 1,073,300 shares owned by Camelot Management Corp.; 1,073,300 shares owned by Camelot Offshore Fund Limited (b) Percent of Class: 5.35% by Scott Smith; 1.3% by Camelot Management Corp.; 1.3% by Camelot Offshore Fund Limited (c) Scott Smith - 4,287,551 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 4,287,551 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of Camelot Management Corp. - 1,073,300 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 1,073,300 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of Camelot Offshore Fund Limited - 0 shares with shared power to vote or to direct the vote; 1,073,300 shares with sole power to vote or to direct the vote; 0 shares with shared power to dispose or to direct the disposition of; 1,073,300 shares with the sole power to dispose or to direct the disposition of If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [X]. Camelot Management Corp. and Camelot Offshore Fund Limited are no longer the beneficial owners of more than five percent of the class of securities of the Issuer. _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to 240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the identity of each member of the group. _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. ______________________________________________________________________ Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. 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. Date: February 11, 2003 /s/ Scott Smith __________________________ Scott Smith Camelot Management Corp. By: /s/ Scott Smith __________________________ Name: Scott Smith Title: Officer Camelot Offshore Fund Limited By: /s/ Scott Smith _________________________ Name: Scott Smith Title: Director Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). 00934.0001 #383922 Exhibit A --------- AGREEMENT The undersigned agree that this Schedule 13G Amendment No. 1 dated December 31, 2002 relating to the Common Stock, $0.001 par value of Critical Path Inc. shall be filed on behalf of the undersigned. /s/ Scott Smith __________________________ Scott Smith Camelot Management Corp. By: /s/ Scott Smith __________________________ Name: Scott Smith Title: Officer Camelot Offshore Fund Limited By: /s/ Scott Smith _________________________ Name: Scott Smith Title: Director 00934.0001 #383922 -----END PRIVACY-ENHANCED MESSAGE-----