UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
SmartForce Public Limited Company
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(Name of Issuer)
American Depositary Shares
Each representing an Ordinary Share, nominal value Euro 0.11 per share
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(Title of Class of Securities)
83170A107
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(CUSIP Number)
Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
September 6, 2002
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 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).
SCHEDULE 13D
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CUSIP No. 83170A107
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Warburg, Pincus Ventures, L.P. I.R.S. #13-3784037
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
13,279,987
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
13,279,987
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,279,987
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12 CHECK 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)
13.38%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 83170A107
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Warburg, Pincus & Co. I.R.S. #13-6358475
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
13,279,987
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
13,279,987
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,279,987
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12 CHECK 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)
13.38%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 83170A107
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Warburg Pincus LLC I.R.S. #13-3536050
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
13,279,987
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
13,279,987
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,279,987
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12 CHECK 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)
13.38%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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This Schedule 13D is being filed on behalf of Warburg, Pincus Ventures,
L.P., a Delaware limited partnership ("WPV"), Warburg Pincus LLC, a New York
limited liability company ("WP LLC"), and Warburg, Pincus & Co., a New York
general partnership ("WP," and together with WPV and WP LLC, the "Reporting
Persons").
The Reporting Persons are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The agreement
among the Reporting Persons to file jointly (the "Joint Filing Agreement") is
attached hereto as Exhibit 1. Unless the context otherwise requires, references
herein to the "SmartForce ADSs" are to the American Depositary Shares, each of
which represents one ordinary share, nominal value Euro 0.11 per share, of
SmartForce Public Limited Company, a public limited liability company organized
under the laws of the Republic of Ireland (the "Company"). Each Reporting Person
disclaims beneficial ownership of all the SmartForce ADSs, other than those
reported herein as being owned by it.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the SmartForce ADSs, and is being
filed pursuant to Rule 13d-1 of the Exchange Act. The address of the principal
executive offices of the Company is 900 Chesapeake Drive, Redwood City,
California 94063.
Item 2. Identity and Background.
(a) This statement is filed by the Reporting Persons. The Reporting Persons
are deemed to be a group within the meaning of Rule 13d-5. WP is the sole
general partner of WPV. WP LLC manages WPV. Lionel I. Pincus is the managing
partner of WP and the managing member of WP LLC and may be deemed to control
both WP and
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WP LLC. Lionel I. Pincus disclaims any beneficial ownership of the SmartForce
ADSs that are reported herein as beneficially owned by the Reporting Persons.
The general partners of WP and the members of WP LLC, and their respective
business addresses and principal occupations, are set forth on Schedule I
hereto.
(b) The address of the principal business and principal office of each of
the Reporting Persons is c/o 466 Lexington Avenue, New York, New York 10017.
(c) The principal business of WPV is that of a partnership engaged in
making private equity and related investments. The principal business of WP is
acting as general partner of WPV and certain other private equity funds. The
principal business of WP LLC is acting as manager of WPV and certain other
private equity funds.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any
of the directors, executive officers, control persons, general partners or
members referred to in paragraph (a) above has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any
of the directors, executive officers, control persons, general partners or
members referred to in paragraphs (a) and (d) above has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Except as otherwise indicated above or on Schedule I hereto, each of
the individuals referred to in paragraphs (a) and (d) above is a United States
citizen.
-5-
Item 3. Source and Amount of Funds or Other Consideration.
WPV had held 5,609,524 shares of Common Stock, par value $0.001 per share
of Skillsoft Corporation, ("SkillSoft") a Delaware corporation (the "Skillsoft
Common Stock"). The shares of Skillsoft Common Stock held by WPV were exchanged
for 13,279,987 SmartForce ADSs pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of June 10, 2002, by and among the Company, Slate
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the
Company and SkillSoft, pursuant to which Slate Acquisition Corp. agreed to merge
with and into SkillSoft (the "Merger"), with SkillSoft remaining as the
surviving corporation and a wholly owned subsidiary of the Company.
Item 4. Purpose of Transaction.
The Merger was consummated on September 6, 2002. The Merger Agreement
provided that, as a result of the Merger, each outstanding share of SkillSoft
Common Stock was converted into the right to receive 2.3674 SmartForce ADSs (the
"Exchange Ratio"). Pursuant to the terms of the Merger Agreement, no fractional
shares of SmartForce ADSs were issued in the Merger, and each stockholder of
SkillSoft who would otherwise have been entitled to receive a fractional share
of SmartForce ADSs instead received a cash amount equal to such fractional part
of a SmartForce ADS multiplied by the weighted average of the last reported
sales prices of SmartForce ADSs at 4:00 p.m., Eastern time, end of regular
trading hours on The Nasdaq National Market during the ten consecutive trading
days ending on and including the last trading day prior to the effective time of
the Merger.
In consideration of the Company's entering into the Merger Agreement,
certain
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stockholders of SkillSoft, including WPV, entered into the SkillSoft Stockholder
Voting Agreement, dated as of June 10, 2002, with the Company and SkillSoft (the
"SkillSoft Voting Agreement"). Pursuant the SkillSoft Voting Agreement, WPV
agreed to vote an aggregate of 5,609,524 shares of SkillSoft Common Stock in
favor of the Merger and on related matters. In connection with the SkillSoft
Voting Agreement, the Company was granted an irrevocable proxy to vote these
shares of SkillSoft Common Stock in favor of the Merger and on related matters.
Pursuant to the Merger Agreement, the Company agreed to take all necessary
action to cause, effective as of the effective time of the Merger, among other
changes to the board of directors and management of the Company, the election of
Stewart K.P. Gross, who had been a director of SkillSoft, to the board of
directors of the Company. Mr. Gross is a partner of WP and is a Senior Managing
Director and member of WP LLC.
The Reporting Persons believe that the transaction described herein is
attractive based on the Company's business prospects and strategy. Depending on
prevailing market, economic and other conditions, the Reporting Persons may from
time to time acquire additional securities of the Company, engage in discussions
with the Company concerning further acquisitions of securities of the Company or
otherwise invest in the Company or one or more of its subsidiaries. The
Reporting Persons intend to review their investment in the Company on a
continuing basis and, depending upon the price and availability of the Company's
securities, subsequent developments concerning the Company, the Company's
business and prospects, other investment and business opportunities available to
the Reporting Persons, general stock market and economic
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conditions, tax considerations and other factors considered relevant, may decide
at any time to increase or decrease the size of their investment in the Company
or to sell any or all of the securities of the Company that they hold.
Other than as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any transaction,
change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Due to their respective relationships with each other, each of the
Reporting Persons may be deemed to beneficially own an aggregate of 13,279,987
SmartForce ADSs as of September 16, 2002, by virtue of WPV's ownership of such
shares as of such date. The 13,279,987 SmartForce ADSs which the Reporting
Persons may be deemed to beneficially own represent approximately 13.38% of the
99,261,944 shares of SmartForce ADSs outstanding as of September 6, 2002 (based
on (i) the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2002 disclosing that 57,434,679 SmartForce ADSs were outstanding, (ii)
SkillSoft's Quarterly Report on Form 10-Q for the quarter ended July 31, 2002
disclosing that 7,668,018 shares of SkillSoft Common Stock were outstanding and
(iii) the application of the exchange ratio of 2.3674 to determine that
41,927,265 SmartForce ADSs were issued pursuant to the Merger.)
(b) WP shares the power to vote or to direct the vote and to dispose or to
direct the disposition of the 13,279,987 it may be deemed to beneficially own as
of September 16, 2002. Each of the Reporting Persons shares the power to vote or
to direct the vote and to dispose or to direct the disposition of the 13,279,987
shares of Common Stock it may be deemed to beneficially own as of September 16,
2002.
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(c) Except for the transaction described in Items 3 and 4 and this Item 5,
no transactions in SmartForce ADS were effected during the last sixty days by
the Reporting Persons or any of the persons set forth on Schedules I or in Item
2(d) hereto.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of SmartForce ADSs 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 SmartForce ADSs.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
The description of the SkillSoft Voting Agreement, the Merger Agreement and
the Merger in Item 4 above are incorporated herein by reference. The foregoing
descriptions are qualified in there entirety by references to each agreement,
which are Exhibit 2 and Exhibit 1, respectively to this Schedule 13D.
In addition, WPV, entered into the Registration Rights Agreement, dated as
of June 10, 2002, with the Company (the "Registration Rights Agreement"). The
Registration Rights Agreement provides that, under certain circumstances, the
Company will register the SmartForce ADSs issued to WPV and any partner of WPV
in connection with the Merger on a registration statement in compliance with the
Securities Act of 1933, as amended. The foregoing summary is qualified in its
entirety by reference to Registration Rights Agreement, Exhibit 4 to this
Schedule 13D and incorporated in this Schedule 13D by reference.
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Other than the Registration Rights Agreement, the SkillSoft Voting
Agreement, the Merger Agreement and the Merger, to the best knowledge of
SkillSoft, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons or entities listed in Item 2 and between
such person or entity and any person or entity with respect to any securities of
the Issuer, including but not limited to transfer of voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss, or the giving or
withholding or proxies.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Group
Members have entered into an agreement, attached hereto as Exhibit 1, with
respect to the joint filing of this statement and any amendment or amendments
hereto.
Item 7. Material to be Filed as Exhibits
The following documents are filed as Exhibits to this statement.
Exhibit No. Description
1. Joint Filing Agreement.
2. SkillSoft Stockholder Voting Agreement, dated as of June 10,
2002, by and among SmartForce Public Limited Company, SkillSoft
Corporation and each of James Adkisson, C. Samantha Chen, William
T. Coleman III, Stewart K.P. Gross, Thomas J. McDonald, Charles
E. Moran, John J. Neuhauser, Jerald A. Nine, Mark A. Townsend,
Warburg, Pincus Ventures, L.P., Warburg, Pincus & Co. and Warburg
Pincus LLC. (incorporated by reference to Exhibit 9.2 to the
Company's Registration Statement on Form S-4 filed on June 20,
2002).
3. Agreement and Plan of Merger, dated as of June 10, 2002, by and
among SkillSoft Corporation, Slate Acquisition Corp. and
SmartForce Public Limited Company. (incorporated by reference to
the SkillSoft Corporation's Current Report on Form 8-K filed on
June 13, 2002).
4. Registration Rights Agreement, dated as of June 10, 2002 between
Warburg, Pincus Ventures, L.P. and SmartForce Public Limited
Company (incorporated by reference to Exhibit 10.27 to Amendment
No. 1 to the
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Company's Registration Statement of Form S-4 filed on July 30,
2002).
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 16, 2002 WARBURG, PINCUS VENTURES, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Partner
Dated: September 16, 2002 WARBURG, PINCUS & CO.
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Partner
Dated: September 16, 2002 WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Managing Director
SCHEDULE I
Set forth below is the name, position and present principal occupation of
each of the general partners of Warburg, Pincus & Co. ("WP") and members of
Warburg Pincus LLC ("WP LLC"). The sole general partner of Warburg, Pincus
Ventures, L.P. ("WPV") is WP. WPV, WP, and WP LLC are hereinafter collectively
referred to as the "Reporting Entities". Except as otherwise indicated, the
business address of each of such persons is 466 Lexington Avenue, New York, New
York 10017, and each of such persons is a citizen of the United States.
GENERAL PARTNERS OF WP
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PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
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Joel Ackerman Partner of WP; Member and Managing Director of WP LLC
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Scott A. Arenare Partner of WP; Member and Managing Director of WP LLC
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Gregory Back Partner of WP; Member and Managing Director of WP LLC
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David Barr Partner of WP; Member and Managing Director of WP LLC
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Larry Bettino Partner of WP; Member and Managing Director of WP LLC
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Harold Brown Partner of WP; Member and Managing Director of WP LLC
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Sean D. Carney Partner of WP; Member and Managing Director of WP LLC
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Samantha C. Chen Partner of WP; Member and Managing Director of WP LLC
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Mark Colodny Partner of WP; Member and Managing Director of WP LLC
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Timothy J. Curt Partner of WP; Member and Managing Director of WP LLC
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W. Bowman Cutter Partner of WP; Member and Managing Director of WP LLC
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Cary J. Davis Partner of WP; Member and Managing Director of WP LLC
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Stephen Distler Partner of WP; Member and Managing Director of WP LLC
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Stewart K. P. Gross Partner of WP; Member and Senior Managing Director of
WP LLC
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Patrick T. Hackett Partner of WP; Member and Managing Director of WP LLC
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Jeffrey A. Harris Partner of WP; Member and Senior Managing Director of
WP LLC
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William H. Janeway Partner of WP; Member and Vice Chairman of WP LLC
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Peter R. Kagan Partner of WP; Member and Managing Director of WP LLC
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Charles R. Kaye Partner of WP; Member, Co-President and Executive
Managing Director of WP LLC
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Henry Kressel Partner of WP; Member and Senior Managing Director of
WP LLC
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Joseph P. Landy Partner of WP; Member, Co-President and Executive
Managing Director of WP LLC
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Sidney Lapidus Partner of WP; Member and Managing Director of WP LLC
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Kewsong Lee Partner of WP; Member and Managing Director of WP LLC
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Jonathan S. Leff Partner of WP; Member and Managing Director of WP LLC
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Reuben S. Leibowitz Partner of WP; Member and Managing Director of WP LLC
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David E. Libowitz Partner of WP; Member and Managing Director of WP LLC
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Nancy Martin Partner of WP; Member and Managing Director of WP LLC
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Edward J. McKinley Partner of WP; Member and Managing Director of WP LLC
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Rodman W. Moorhead III Partner of WP; Member and Managing Director of WP LLC
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James Neary Partner of WP; Member and Managing Director of WP LLC
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Howard H. Newman Partner of WP; Member and Vice Chairman of WP LLC
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Gary D. Nusbaum Partner of WP; Member and Managing Director of WP LLC
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Dalip Pathak Partner of WP; Member and Managing Director of WP LLC
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Lionel I. Pincus Managing Partner of WP; Managing Member and Chairman
of WP LLC
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Stan Raatz Partner of WP; Member and Managing Director of WP LLC
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John D. Santoleri Partner of WP; Member and Managing Director of WP LLC
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Henry B. Schacht Partner of WP; Member and Managing Director of WP LLC
(on leave of absence since October 2000)
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Steven G. Schneider Partner of WP; Member and Managing Director of WP LLC
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PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
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Mimi Strouse Partner of WP; Member and Managing Director of WP LLC
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Barry Taylor Partner of WP; Member and Managing Director of WP LLC
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Wayne W. Tsou Partner of WP; Member and Managing Director of WP LLC
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John L. Vogelstein Partner of WP; Member and Vice Chairman of WP LLC
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John Vrolyk Partner of WP; Member and Managing Director of WP LLC
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Elizabeth H. Weatherman Partner of WP; Member and Managing Director of WP LLC
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David Wenstrup Partner of WP; Member and Managing Director of WP LLC
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Rosanne Zimmerman Partner of WP; Member and Managing Director of WP LLC
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Pincus & Co.*
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NL & Co.**
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* New York limited partnership; primary activity is ownership interest in WP
and WP LLC
** New York limited partnership; primary activity is ownership interest
in WP
MEMBERS OF WP LLC
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PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP LLC, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
--------------------------------------------------------------------------------
Joel Ackerman Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Scott A. Arenare Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Gregory Back Member and Managing Director of WP LLC; Partner of WP
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David Barr Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Larry Bettino Member and Managing Director of WP LLC, Partner of WP
--------------------------------------------------------------------------------
Frank M. Brochin (1) Member and Managing Director of WP LLC
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Harold Brown Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Sean D. Carney Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Samantha C. Chen Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Mark Colodny Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Timothy J. Curt Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
W. Bowman Cutter Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Cary J. Davis Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Stephen Distler Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Tetsuya Fukagawa (2) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
Makoto Fukuhara (2) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
Stewart K. P. Gross Member and Senior Managing Director of WP LLC; Partner
of WP
--------------------------------------------------------------------------------
Alf Grunwald (3) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
Patrick T. Hackett Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Jeffrey A. Harris Member and Senior Managing Director of WP LLC; Partner
of WP
--------------------------------------------------------------------------------
Sung-Jin Hwang (4) Member and Managing Director of WP LLC
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Roberto Italia (5) Member and Managing Director of WP LLC
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William H. Janeway Member and Vice Chairman of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Peter R. Kagan Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Charles R. Kaye Member, Co-President and Executive Managing Director
of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Rajesh Khanna (6) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
Henry Kressel Member and Senior Managing Director of WP LLC; Partner
of WP
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Rajiv B. Lall (6) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
Joseph P. Landy Member, Co-President and Executive Managing Director
of WP LLC; Partner of WP
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Sidney Lapidus Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Kewsong Lee Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Jonathan S. Leff Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Reuben S. Leibowitz Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
David E. Libowitz Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Nicholas J. Lowcock (7) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
John W. MacIntosh (8) Member and Managing Director of WP LLC
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Nancy Martin Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Edward J. McKinley Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Rodman W. Moorhead III Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
James Neary Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Howard H. Newman Member and Vice Chairman of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Gary D. Nusbaum Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Dalip Pathak Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Lionel I. Pincus Managing Member and Chairman of WP LLC; Managing
Partner of WP
--------------------------------------------------------------------------------
Pulak Chandan Prasad (6) Member and Managing Director of WP LLC
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Stan Raatz Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
John D. Santoleri Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Henry B. Schacht Member and Managing Director of WP LLC; Partner of WP
(on leave of absence since October 2000)
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MEMBERS OF WP LLC (continued)
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PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP LLC, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
--------------------------------------------------------------------------------
Steven G. Schneider Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Joseph C. Schull (8) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
Melchior Stahl (3) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
Mimi Strouse Member and Managing Director of WP LLC, Partner of WP
--------------------------------------------------------------------------------
Chang Q. Sun (9) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
Barry Taylor Member and Managing Director of WP LLC, Partner of WP
--------------------------------------------------------------------------------
Wayne W. Tsou Member and Managing Director of WP LLC, Partner of WP
--------------------------------------------------------------------------------
John L. Vogelstein Member and Vice Chairman of WP LLC; Partner of WP
--------------------------------------------------------------------------------
John R. Vrolyk Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Elizabeth H. Weatherman Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
David Wenstrup Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Jeremy S. Young (7) Member and Managing Director of WP LLC
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Rosanne Zimmerman Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Pincus & Co.*
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(1) Citizen of France
(2) Citizen of Japan
(3) Citizen of Germany
(4) Citizen of Korea
(5) Citizen of Italy
(6) Citizen of India
(7) Citizen of United Kingdom
(8) Citizen of Canada
(9) Citizen of China
* New York limited partnership; primary activity is ownership interest in WP and
WP LLC
Exhibit Index
Exhibit 1. Joint Filing Agreement.
Exhibit 2. SkillSoft Stockholder Voting Agreement, dated as of June 10,
2002, by and among SmartForce Public Limited Company,
SkillSoft Corporation and each of James Adkisson, C.
Samantha Chen, William T. Coleman III, Stewart K.P. Gross,
Thomas J. McDonald, Charles E. Moran, John J. Neuhauser,
Jerald A. Nine, Mark A. Townsend, Warburg, Pincus Ventures,
L.P., Warburg, Pincus & Co. and Warburg Pincus LLC.
(incorporated by reference to Exhibit 9.2 to the Company's
Registration Statement on Form S-4 filed on June 20, 2002).
Exhibit 3. Agreement and Plan of Merger, dated as of June 10, 2002, by
and among SkillSoft Corporation, Slate Acquisition Corp. and
SmartForce Public Limited Company. (incorporated by
reference to the SkillSoft Corporation's Current Report on
Form 8-K filed on June 13, 2002).
Exhibit 4. Registration Rights Agreement, dated as of June 10, 2002 between
Warburg, Pincus Ventures, L.P. and SmartForce Public Limited
Company (incorporated by reference to Exhibit 10.27 to Amendment
No. 1 to the Company's Registration Statement of Form S-4 filed on
July 30, 2002).