As filed with the Securities and Exchange Commission on January 22, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SkillSoft Public Limited Company
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(Exact name of registrant as specified in its charter)
Republic of Ireland Not Applicable
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
107 Northeastern Boulevard, Nashua, NH 03062
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(Address of principal executive offices) (Zip Code)
1995 Employee Share Purchase Plan
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(Full title of the plan)
Charles E. Moran
SkillSoft Public Limited Company
107 Northeastern Boulevard
Nashua, New Hampshire 03062
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(Name and address of agent for service)
(603) 324-3000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Ordinary Shares issuable
under the 1995 Employee
Share Purchase Plan(1) 800,000 shares(2) $8.52(3) $6,816,000(3) $551.42(3)
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(1) Each Ordinary Share is represented by one of the registrant's American
Depositary Shares.
(2) In accordance with Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional
securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(3) Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices of the American Depositary
Shares as reported by the Nasdaq National Market on January 20, 2004, in
accordance with Rules 457(c) and (h) of the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is filed to register the offer and
sale of an additional 800,000 shares of the registrant's ordinary shares,
Euro 0.11 par value per share to be issued under the registrant's 1995 Employee
Share Purchase Plan. Each ordinary share is represented by one of the
registrant's American Depositary Shares. This registration statement
incorporates by reference the registration statements on Form S-8, File Nos.
333-86861 (filed with the Securities and Exchange Commission on September 10,
1999) and 333-73882 (filed with the Securities and Exchange Commission on
November 21, 2001).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's Articles of Association authorize the registrant to
indemnify the directors and officers of the registrant against certain
liabilities and expenses incurred by such persons in connection with claims made
by reason of their being such a director or officer. The registrant's
subsidiary, SmartForce USA, which has merged with and into the registrant's
subsidiary, SkillSoft Corporation, has entered into indemnification agreements
with its directors and officers and directors and officers of the registrant
serving at the request of such subsidiary. The indemnification agreements under
certain circumstances require the registrant, among other things, to indemnify
such officers and directors against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from willful misconduct of a culpable nature) and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified. The registrant has obtained directors and officers
insurance providing indemnification for certain of the registrant's directors,
officers, affiliates or employees for certain liabilities.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashua, State of New Hampshire, on January 22, 2004.
SKILLSOFT PUBLIC LIMITED COMPANY
By: /s/ Charles E. Moran
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Charles E. Moran
Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of SkillSoft Public Limited
Company hereby severally constitute and appoint Charles E. Moran, Thomas J.
McDonald and Patrick J. Rondeau, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the registration statement filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and in our capacities as
officers and directors to enable SkillSoft Public Limited Company to comply with
the provisions of the Securities Act of 1933, as amended, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated below.
SIGNATURE TITLE DATE
/s/ Charles E. Moran President, Chief Executive Officer January 22, 2004
------------------------------- and Director (Principal Executive
Charles E. Moran Officer)
/s/ Thomas J. McDonald Chief Financial Officer January 22, 2004
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Thomas J. McDonald Accounting Officer)
/s/ William T. Coleman III Director January 12, 2004
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William T. Coleman III
/s/ Howard Edelstein Director January 22, 2004
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Howard Edelstein
/s/ Stewart K.P. Gross Director January 22, 2004
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Stewart K.P. Gross
/s/ James S. Krzywicki Director January 16, 2004
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James S. Krzywicki
/s/ Gregory M. Priest Director January 22, 2004
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Gregory M. Priest
/s/ Ferdinand von Prondzynski Director January 12, 2004
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Ferdinand von Prondzynski
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EXHIBIT INDEX
Exhibit
Number Exhibit
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5.1 Opinion of Binchys, Solicitors
23.1 Consent of Binchys, Solicitors (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
24.1 Power of Attorney (included on the signature pages of this
registration statement)
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