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UNITED STATES
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
June 10, 2002
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Date of Report (date of earliest event reported - June 10, 2002)
SMARTFORCE PUBLIC LIMITED COMPANY
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(Exact name of Registrant as specified in its charter)
Republic of Ireland 0-25674 Not Applicable
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
900 Chesapeake Drive
Redwood City, California 94063
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(Address of principal executive offices, including zip code)
(650) 817-5900
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5. Other Events
On June 10, 2002, SmartForce PLC (the "Company") entered into an Agreement and
Plan of Merger (the "Merger Agreement") by and among the Company, Slate
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the
Company ("Merger Sub"), and SkillSoft Corp., a Delaware corporation
("SkillSoft). Pursuant to the Merger Agreement, Merger Sub will be merged with
and into SkillSoft with SkillSoft continuing as the surviving corporation and a
wholly-owned subsidiary of the Company (the "Merger"). As a result of the
Merger, each issued and outstanding share of Common Stock, par value $0.001 per
share, of SkillSoft ("SkillSoft Common Stock") will be automatically converted
into the right to receive 2.3674 (the "Exchange Ratio") validly issued, fully
paid and nonassessable Company American Depositary Shares ("ADSs"). In addition,
the Company will assume all options or other rights to purchase common stock of
SkillSoft outstanding as of the Effective Time under SkillSoft's existing stock
option plans, excluding SkillSoft's stock purchase plans, and each such option
or other right to purchase common stock of SkillSoft will be or will later
become exercisable for shares of the Company ADSs rather than shares of
SkillSoft Common Stock, in a number adjusted to reflect the Exchange Ratio, and
at an exercise price adjusted to reflect the Exchange Ratio. The consummation of
the Merger is subject to the approval of the stockholders of the Company and
SkillSoft, receipt of necessary approvals under United States and applicable
foreign antitrust laws, effectiveness of the registration statement of
SmartForce on Form S-4 as declared by the Securities and Exchange Commission and
other customary closing conditions. The Merger is intended to be a tax-free
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended. A copy of the Merger Agreement is attached as an exhibit to this
Current Report on Form 8-K and is incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits. The following exhibit is being filed herewith.
(2.1) Agreement and Plan of Merger, dated as of June 10, 2002, by and
among SmartForce PLC, a company organized under the laws of the Republic of
Ireland, Slate Acquisition Corp., a Delaware corporation and direct wholly-owned
subsidiary of SmartForce PLC, and SkillSoft Corp., a Delaware corporation
(excluding schedules and exhibits, which the registrant agrees to furnish
supplementally to the Commission upon request).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
SMARTFORCE PLC
Date: June 13, 2002 By:/s/ Gregory M. Priest
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Gregory M. Priest
President and Chief Executive Officer
SMARTFORCE PLC
EXHIBIT INDEX TO FORM 8-K
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of June 10, 2002,
by and among SmartForce PLC, a company organized under
the laws of the Republic of Ireland, Slate Acquisition
Corp., a Delaware corporation and direct wholly-owned
subsidiary of SmartForce PLC, and SkillSoft Corp., a
Delaware corporation (excluding schedules and exhibits,
which the registrant agrees to furnish supplementally to
the Commission upon request).