SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE 0-25674
SKILLSOFT PUBLIC LIMITED COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
REPUBLIC OF IRELAND NONE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
107 NORTHEASTERN BOULEVARD 03062
NASHUA, NEW HAMPSHIRE (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (603) 324-3000
Securities registered pursuant to section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
(Title of Class)
Ordinary Shares, E0.11
Subscription Rights
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The approximate aggregate market value of voting shares held by non-affiliates
of the registrant as of July 31, 2003 was $466,094,399.
On March 31, 2004, the registrant had outstanding 103,524,579 Ordinary Shares
(issued or issuable in exchange for the registrant's outstanding American
Depository Shares ("ADSs")).
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Annual Report on Form 10-K/A is being filed as Amendment No. 1 to the
Annual Report on Form 10-K of SkillSoft Public Limited Company (the "Registrant"
or the "Company") filed with the Securities and Exchange Commission (the "SEC")
on April 15, 2004, for the purpose of amending the following items: Items 10,
11, 12, 13 14 and 15.
Each American Depositary Share of the Company ("ADS") represents one ordinary
share, nominal value Euro 0.11 per share, of the Company. References to the ADSs
herein shall also include a reference to the underlying ordinary shares of the
Company.
SKILLSOFT PUBLIC LIMITED COMPANY
FORM 10-K/A
TABLE OF CONTENTS
PAGE
----
PART III
ITEM 10. Directors and Executive Officers of the Registrant................................................ 1
ITEM 11. Executive Compensation............................................................................ 3
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.... 8
ITEM 13. Certain Relationships and Related Transactions.................................................... 11
ITEM 14. Principal Accountant Fees and Services............................................................ 11
PART IV
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................... 12
Signatures.................................................................................................. 13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The following is a list of the directors of the Company and certain
information about their background.
Gregory M. Priest, age 40, was appointed Chairman of the Board of
Directors in November 2000. Mr. Priest has served as the Company's Chief
Strategy Officer since the Company's merger with SkillSoft Corporation in
September 2002. Mr. Priest served as the Company's President and Chief Executive
Officer from December 1998 to September 2002. Mr. Priest has been a director
since June 1996.
Charles E. Moran, age 49, has served as President and Chief Executive
Officer and as a director of the Company since the Company's merger with
SkillSoft Corporation in September 2002. Mr. Moran is a founder of SkillSoft
Corporation and served as its Chairman of the Board, President and Chief
Executive Officer from January 1998 until September 2002.
P. Howard Edelstein, age 49, has served as a director of the Company since
the Company's merger with SkillSoft Corporation in September 2002. Mr. Edelstein
has served as President and Chief Executive Officer of Radianz, Inc., an
Internet Protocol (IP)-based networking company for the global financial
services industry, since July 2003. Mr. Edelstein served as an Entrepreneur in
Residence with Warburg Pincus LLC from January 2002 to July 2003. Mr. Edelstein
previously served as President and Chief Executive Officer of Thomson Financial
ESG (now known as Omgeo), a provider of electronic commerce, transaction
processing and information services to the international securities/trading
community, from 1993 to 2001. Mr. Edelstein is also a director of PalmSource, a
software developer for mobile information devices, and Alacra, a privately held
financial information company.
Stewart K.P. Gross, age 44, has served as a director of the Company since
the Company's merger with SkillSoft Corporation in September 2002. Mr. Gross
served as a director of SkillSoft Corporation from January 1998 to September
2002. Mr. Gross is a Managing Director of Warburg Pincus LLC, where he has been
employed since July 1987. Mr. Gross is a director of BEA Systems, Inc., a
publicly traded provider of application infrastructure software, and several
privately held companies.
James S. Krzywicki, age 52, has served as a director of the Company since
October 1998. Mr. Krzywicki was Vice President, Channel Services of Parametric
Technology Corporation ("PTC"), a provider of software solutions for
manufacturers for product development and improvement, from April 2003 to
January 2004. Prior to joining PTC, Mr. Krzywicki served as President of North
American Services of RoweCom, Inc. a provider of knowledge resource management
and acquisition services, from October 1999 to February 2001, and as Chief
Operating Officer from February 2001 to November 2001. In November 2001,
RoweCom, Inc. was acquired by divine, inc., a premier
integrated solution provider focused on the extended enterprise, and Mr.
Krzywicki became Senior Vice President and General Manager, divine information
services, and held this position until January 2003. Subsequently, RoweCom, Inc.
filed for protection under Chapter 11 of the United States Bankruptcy Code in
the United States District Court for the District of Massachusetts in January
2003. From 1992 to 1999, Mr. Krzywicki held various positions with Lotus
Development Corporation, which is now owned by International Business Machines
Corporation, most recently as Director, Distributed Learning, IBM Global
Services.
William F. Meagher, Jr., age 65, has served as a director of the Company
since March 2004. Mr. Meagher was the Managing Partner of the Boston Office of
Arthur Andersen LLP ("Andersen") from 1982 until 1995, and spent a total of 38
years with Andersen. Mr. Meagher was a member of the American Institute of
Certified Public Accountants and the Massachusetts Society of Certified Public
Accountants. Mr. Meagher is a director of All Seasons Services, Inc. and a
trustee of Living Care Villages of Massachusetts, Inc. d/b/a North Hill and the
Dana Farber Cancer Institute and the Greater Boston YMCA.
Ferdinand von Prondzynski, age 50, has served as a director of the Company
since November 2001. Dr. von Prondzynski has been the President of Dublin City
University, one of Ireland's leading higher education institutions, since July
2000. From January 1991 to July 2000, Dr. von Prondzynski served as Professor of
Law and Dean of the Faculty of Social Services, the University of Hull, UK.
There are no family relationships among any of the directors or executive
officers of the Company.
EXECUTIVE OFFICERS
A listing of the Company's Executive Officers is included under the
heading "Executive Officers of SkillSoft" in Part I of the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 2004 filed with the
SEC on April 15, 2004, and is incorporated herein by reference.
AUDIT COMMITTEE
The Board of Directors has determined that Mr. Meagher is an "audit
committee financial expert" as defined in Item 401(h) of Regulation S-K. The
current members of the Audit Committee are Messrs. Gross, Krzywicki, Meagher
(Chair) and Dr. von Prondzynski. The Board of Directors has determined that all
of the members of the Audit Committee are independent as defined under the new
rules of the Nasdaq Stock Market that become applicable to the Company on the
date of the Annual General Meeting, including the independence requirements
contemplated by Rule 10A-3 under the Exchange Act. In addition, all members of
the Audit Committee are independent as defined by the rules of the Nasdaq Stock
Market that apply to the Company until the date of the Annual General Meeting.
DIRECTOR CANDIDATES
The process followed by the Nominating and Corporate Governance Committee
to identify and evaluate director candidates includes requests to Board members
and others for recommendations, meetings from time to time to evaluate
biographical information and background material relating to potential
candidates and interviews of selected candidates by members of the Nominating
and Corporate Governance Committee and the Board of Directors.
In considering whether to recommend any particular candidate for inclusion
in the Board of Director's slate of recommended director nominees, the
Nominating and Corporate Governance Committee will apply the criteria set forth
in the Company's Corporate Governance Guidelines. These criteria include the
candidate's integrity, business acumen, knowledge of the Company's business and
industry, age, experience, diligence, conflicts of interest and the ability to
act in the interests of all shareholders. The Nominating and Corporate
Governance Committee does not assign specific weights to particular criteria and
no particular criterion is a prerequisite for recommendation. The Company
believes that the backgrounds and qualifications of its directors, considered as
a group, should provide a composite mix of experience, knowledge and abilities
that will allow the Board of Directors to fulfill its responsibilities.
Shareholders may recommend individuals to the Nominating and Corporate
Governance Committee for consideration as potential director candidates by
submitting their names, together with appropriate biographical information and
background materials and a statement as to whether the shareholder or group of
shareholders making the recommendation has beneficially owned more than 5% of
the Company's ADSs for at least a year as of the date such recommendation is
made, to the Nominating and Corporate Governance Committee, c/o Investor
Relations, SkillSoft
2
Public Limited Company, 107 Northeastern Boulevard, Nashua, New Hampshire 03062.
Assuming that appropriate biographical and background material has been provided
on a timely basis, the Nominating and Corporate Governance Committee will
evaluate shareholder-recommended candidates by following substantially the same
process, and applying substantially the same criteria, as it follows and applies
for candidates submitted by others.
CODE OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a written Code of Business Conduct and Ethics (the
"Code") that applies to the Company's directors, officers and employees,
including its principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. The Company has posted the Code on its website, which is located at
www.skillsoft.com. In addition, the Company intends to disclose on its website
any amendments to, or waivers from, any provision of the Code that applies to
the Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and holders of more than 10% of a registered class of the
Company's equity securities to file with the SEC initial reports of ownership of
the Company's equity securities on a Form 3 and reports of changes in such
ownership on a Form 4 or Form 5. Officers, directors and 10% shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of copies of such filings by the Company's
directors and executive officers and 10% shareholders or written representations
from certain of those persons, the Company believes that all filings required to
be made by those persons during the fiscal year ended January 31, 2004 were
timely made.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the total
compensation for the fiscal year ended January 31, 2004, the 13 months ended
January 31, 2003 and the year ended December 31, 2001 for the Company's chief
executive officer and the four most highly compensated executive officers who
were serving as executive officers on January 31, 2004 (the "Named Executive
Officers"), as required under applicable rules of the SEC.
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SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION (3)
------------------- -----------------
AWARDS
-----------------
FISCAL OTHER ANNUAL SHARES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR (1) SALARY BONUS COMPENSATION (2) OPTIONS COMPENSATION
--------------------------- -------- --------- ------------ -------------------- ----------------- ----------------
Charles E. Moran 2003 $ 237,500 $ 299,333 -- -- $9,610(5)
President and Chief 2002 93,750(4) -- -- -- 4,327(5)
Executive Officer
Gregory M. Priest 2003 250,000 233,217 60,000(6) -- 8,397(7)
Chairman of the Board and 2002 270,833 250,000(8) 137,917(9) 2,137,500 8,379(7)
Chief Strategy Officer
2001 250,000 314,320 60,000(6) 220,000 9,981(10)
Colm M. Darcy 2003 200,000 166,000 -- -- 5,092(5)
Executive Vice President, 2002 206,667 66,250 -- 530,000 92,230(11)
Content Development
Jerald A. Nine Jr. 2003 212,500 213,400 -- -- 4,973(5)
Chief Operating Officer 2002 84,333(12) -- -- -- 3,846(5)
Mark A. Townsend 2003 180,000 166,000 -- -- 7,688(5)
Executive Vice President, 2002 66,667(13) -- -- -- 3,077(5)
Technology
----------
(1) In connection with the closing of the merger with SkillSoft Corporation on
September 6, 2002, the Company's fiscal year end changed from December 31
to January 31. Accordingly, this table presents compensation for the years
ended December 31, 2001 ("2001"), the period from January 1, 2002 through
January 31, 2003 ("2002") and the fiscal year ended January 31, 2004
("2003").
(2) Other compensation in the form of perquisites and other personal benefits
has been omitted, in accordance with the rules of the SEC, in those
instances in which the aggregate amount of such perquisites and other
personal benefits constituted less than the lesser of $50,000 or 10% of
the total annual salary and bonus for the executive officer in the fiscal
year covered.
(3) The Company did not grant any stock appreciation rights or make any
long-term incentive plan payouts during any fiscal year covered. This
table excludes options granted by SkillSoft Corporation prior to the
merger on September 6, 2002 to each of Messrs. Moran, Nine and Townsend,
which options were assumed by the Company in connection with the merger
and, based on the merger exchange ratio of 1 share of SkillSoft
Corporation common stock for 2.3674 ordinary shares of the Company, are
exercisable to purchase an aggregate of 1,657,179, 1,065,329 and 946,959
ordinary shares, respectively, at an exercise price of $4.06 per share.
(4) Mr. Moran has served as the Company's Chief Executive Officer since the
closing of the Company's merger with SkillSoft Corporation on September 6,
2002, and, therefore, the salary reported on this table for 2002 reflects
salary paid to Mr. Moran from such date through January 31, 2003.
(5) Consists of amounts paid as accrued vacation time.
(6) Consists of amounts paid as an accommodation allowance (see "Employment
Agreements -- Gregory M. Priest's Employment Agreement").
(7) Consists of amounts paid as car allowances.
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(8) Consists of amounts paid as a bonus earned and approved prior to the
merger with SkillSoft Corporation on September 6, 2002.
(9) Consists of $60,000 paid to Mr. Priest as an accommodation allowance (see
"Employment Agreements -- Gregory M. Priest's Employment Agreement") and a
total of $77,917 paid to Mr. Priest as a non-recoverable advance against
bonuses on a monthly basis from January 1, 2002 through September 30,
2002.
(10) Consists of $8,379 paid to Mr. Priest as a car allowance and $1,602 paid
by the Company for the premium payment of Mr. Priest's life insurance
policy. The Company no longer pays premiums with respect to this policy.
(11) Consists of $69,153 paid to Mr. Darcy in connection with his relocation to
Nashua, New Hampshire and $23,077 paid to Mr. Darcy as accrued vacation
time.
(12) Mr. Nine served as the Company's Executive Vice President, Global Sales
and Marketing and General Manager, Content Solutions Division, from the
closing of the Company's merger with SkillSoft Corporation on September 6,
2002 until being appointed Chief Operating Officer in February 2004, and,
therefore, the salary reported on this table for 2002 reflects salary paid
to Mr. Nine from such date through January 31, 2003.
(13) Mr. Townsend has served as the Company's Executive Vice President,
Technology, since the closing of the Company's merger with SkillSoft
Corporation on September 6, 2002, and, therefore, the salary reported on
this table reflects salary paid to Mr. Townsend from such date through
January 31, 2003.
Share Option Grants Table. The Company granted no share options or stock
appreciation rights during the fiscal year ended January 31, 2004 to the Named
Executive Officers.
Fiscal Year-End Option Value Table. The following table provides
information with respect to share options exercised by the Named Executive
Officers during the fiscal year ended January 31, 2004, and the number and value
of unexercised share options held by each of the Named Executive Officers as of
January 31, 2004.
NUMBER OF ORDINARY SHARES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT JANUARY 31, 2004 AT JANUARY 31, 2004 (2)
ACQUIRED ON VALUE --------------------------- -------------------------
NAME EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------- ----------- ------------ ----------- ------------- ----------- -------------
Charles E. Moran .... 13,724 $ 63,750 987,487 1,366,187 $ 3,648,813 $ 5,685,804
Gregory M. Priest ... 433,751 2,299,274 1,693,429 1,223,230 2,257,982 6,048,212
Colm M. Darcy ....... 130,487 687,155 166,637 326,876 297,723 1,532,093
Jerald A. Nine Jr. .. 76,040 330,295 508,412 835,986 1,892,762 3,555,382
Mark A. Townsend .... 0 -- 473,479 710,219 1,888,787 3,082,746
----------
(1) The value realized upon exercise is the excess of the fair market value
(determined on the basis of the closing price per share of the Company's
ADSs on the NASDAQ National Market) of the underlying ordinary shares on
the date of exercise over the exercise price of the option multiplied by
the number of ordinary shares acquired upon exercise.
(2) The value of the in-the-money options is the excess of the fair market
value (determined on the basis of the closing price per share of the
Company's ADSs on the NASDAQ National Market) of the underlying ordinary
shares on January 31, 2004 ($8.70 per share) over the exercise price of
the option multiplied by the number of ordinary shares underlying the
option.
EMPLOYMENT AGREEMENTS
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Charles E. Moran's Employment Agreement. In connection with the Company's
merger with SkillSoft Corporation, the Company entered into an employment
agreement, effective on September 6, 2002, the date of completion of the merger,
with Charles E. Moran, to employ Mr. Moran as its President and Chief Executive
Officer. Mr. Moran's employment agreement provides for a cash compensation plan
that reflects the level established by the SkillSoft Corporation board of
directors for the then current fiscal year. Specifically, Mr. Moran's employment
agreement provides that he will be paid a base salary of $225,000 per year to be
reviewed for increases at least annually by the Company's Board of Directors. In
addition, Mr. Moran will be entitled to receive an annual performance bonus
based on performance metrics established by the Board of Directors. Mr. Moran's
employment is at-will, but if Mr. Moran's employment is terminated without cause
or if he resigns with good reason, each as defined in his employment agreement,
he will be entitled to receive a payment equal to the sum of his base salary and
target bonus for a period of one year after the date of termination. In
addition, if Mr. Moran is terminated without cause or if he resigns with good
reason, he may elect to continue vesting of the options granted to him by the
Company for a period of one year after the date of termination, if he agrees to
be bound by the nonsolicitation and noncompete provisions contained in his
employment agreement. The employment agreement also includes a covenant not to
solicit employees and a covenant not to compete for a period extending until one
year after the termination of his employment, if Mr. Moran's termination is
voluntary (other than for good reason) or the Company terminates him for cause.
Gregory M. Priest's Employment Agreement. In connection with the Company's
merger with SkillSoft Corporation, the Company entered into an employment
agreement, effective on September 6, 2002, the date of completion of the merger,
with Gregory M. Priest, to employ Mr. Priest as Chairman of the Board of
Directors and Chief Strategy Officer of the Company. Mr. Priest's employment
agreement provides for a cash compensation plan that reflects the level
established by the Board of Directors for 2002 (which plan was not increased
from Mr. Priest's cash compensation plan for the fiscal year ended December 31,
2001). Specifically, Mr. Priest's employment agreement provides that he will be
paid a base salary of $250,000 per year to be reviewed for increases at least
annually by the Board of Directors. In addition, Mr. Priest will be entitled to
a $60,000 per year accommodation allowance and an auto allowance in the amount
of $8,379. He will also be entitled to receive an annual performance bonus of
$265,000 upon the attainment of agreed upon performance objectives to be
reviewed for increases at least annually by the Board of Directors. Mr. Priest's
employment is at-will, but if his employment is terminated without cause or if
he resigns with good reason, each as defined in his employment agreement, he
will be entitled to receive a payment equal to the sum of his base salary and
target bonus for a period which is the greater of (i) one year after the date of
termination, and (ii) the period between the date of termination and September
6, 2005, the third anniversary of the completion of the merger. In addition, if
Mr. Priest is terminated without cause or if he resigns with good reason, he may
elect to continue vesting of the options granted to him by the Company for a
period which is the greater of (i) one year after the date of termination, and
(ii) the period between the date of termination and September 6, 2005, if he
agrees to be bound by the nonsolicitation and noncompete provisions contained in
his employment agreement. The employment agreement also includes a covenant not
to solicit employees and a covenant not to compete for a period extending until
the later of one year after the termination of his employment and September 6,
2005, if Mr. Priest's termination is voluntary (other than for good reason) or
the Company terminates him for cause.
Colm M. Darcy's Employment Agreement. In connection with the Company's
merger with SkillSoft Corporation, the Company entered into an employment
agreement, effective on September 6, 2002, the date of completion of the merger,
with Colm M. Darcy, to employ Mr. Darcy as Executive Vice President, Content
Development, of the Company. Mr. Darcy's employment agreement provides that he
will be paid a base salary of $200,000 per year to be reviewed for increases at
least annually by the Board of Directors. Pursuant to the employment agreement,
on September 6, 2002, the Company granted Mr. Darcy an option to purchase an
aggregate of 50,000 shares of the Company at an exercise price of $4.25 per
share. The option grant vested as to 25% of the shares on September 6, 2003 and
vests thereafter in 48 equal monthly installments on each monthly anniversary of
the date of the grant. Mr. Darcy will also be reimbursed for certain
supplemental travel expenses for him and his wife. In addition, Mr. Darcy will
be entitled to receive relocation expense reimbursement in the event Mr. Darcy
either relocates to Ireland at the Company's request or returns there within
three months after his employment is terminated without cause or if he resigns
with good reason, each as defined in his employment agreement. Mr. Darcy's
employment is at-will, but if his employment is terminated without cause or if
he resigns with good reason, he will be entitled to receive a payment equal to
the sum of $75,000 plus his base salary for a period of six months after the
date of termination. In addition, if Mr. Darcy is terminated without cause or if
he resigns with good reason, he may elect to continue vesting of the options
granted to him by the Company for a period of six months after the date of
termination, if he agrees to be bound by the nonsolicitation and noncompete
provisions contained in his employment agreement. The employment agreement also
includes a covenant not to solicit employees and a covenant not to compete for a
period extending until the later of six
6
months after the termination of his employment and September 6, 2006, if Mr.
Darcy's termination is voluntary (other than for good reason) or the Company
terminates him for cause.
Jerald A. Nine's Employment Agreement. In connection with the Company's
merger with SkillSoft Corporation, the Company entered into an employment
agreement, effective on September 6, 2002, the date of completion of the merger,
with Jerald A. Nine, to employ Mr. Nine as its Executive Vice-President, Content
Solutions and General Manager Books Division. Mr. Nine's employment agreement
provides for a cash compensation plan that reflects the level established by the
SkillSoft Corporation Board of Directors for the then current fiscal year. Mr.
Nine's employment agreement with the Company provides that he will be paid a
base salary of $200,000 per year to be reviewed for increases at least annually
by the Board of Directors. In addition, Mr. Nine will be entitled to receive an
annual performance bonus based on performance metrics established by the Board
of Directors. Mr. Nine's employment is at-will, but if Mr. Nine's employment is
terminated without cause or if he resigns with good reason, as defined in his
employment agreement, he will be entitled to receive a payment equal to the sum
of his base salary plus the then maximum performance bonus for a period of one
year. In addition, if Mr. Nine is terminated without cause or if he resigns with
good reason, he may elect to continue vesting of the options granted to him by
the Company for a period of one year. The employment agreement also includes a
covenant not to solicit employees and a covenant not to compete for a period
extending until one year after the termination of his employment if Mr. Nine's
termination is voluntary (other than for good reason) or the Company terminates
him for cause.
Mark A. Townsend's Employment Agreement. SkillSoft Corporation is a party
to an employment agreement with Mark A. Townsend, dated January 12, 1998. Under
the terms of the employment agreement, Mr. Townsend is entitled to receive a
base salary of $145,000, which may be increased in accordance with SkillSoft
Corporation's regular salary review practices. Mr. Townsend is also entitled to
participate in any bonus plans that SkillSoft Corporation may establish for its
senior executives. Either SkillSoft Corporation or Mr. Townsend may terminate
the employment agreement at will for any reason upon three months' prior notice
in the case of termination by SkillSoft Corporation, or upon two months' prior
notice in the case of termination by Mr. Townsend. In addition, in the event of
such a termination, Mr. Townsend's stock options will continue to vest and be
exercisable if he performs consulting services for SkillSoft Corporation of up
to ten hours per week during the six months following termination.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended January 31, 2004, the members of the
Compensation Committee of the Company's Board of Directors were Messrs.
Krzywicki, Coleman, who served until his resignation on January 31, 2004, and
Gross (Chair). No executive officer of the Company has served as a director or
member of the compensation committee of any other entity whose executive
officers served as a director or member of the Company's Compensation Committee.
DIRECTORS' COMPENSATION
No director receives any cash compensation for his services as a member of
the Company's Board of Directors or any committee of the Board of Directors,
although each director is reimbursed for his expenses in attending Board of
Directors and related committee meetings. As described in the following
paragraph, non-employee directors may receive stock compensation for their
services as a member of the Board of Directors.
On initial election to the Board of Directors, each new non-employee
director receives an option to purchase 25,000 ordinary shares under the
Company's 2001 Outside Director Option Plan (the "Director Plan"). Each
non-employee director who has been a director for at least six months receives
an option to purchase 10,000 ordinary shares on January 1st of each year. All
options granted under the Director Plan have a term of ten years and an exercise
price equal to fair market value of the ordinary shares on the date of grant.
Each option becomes exercisable as to 25% of the shares subject to the option on
each anniversary of the date of grant, provided the non-employee director
remains a director on such dates. Upon exercise of an option, the non-employee
director may elect to receive his ordinary shares in the form of ADSs. After
termination as a non-employee director, an optionee may exercise an option
during the period set forth in his option agreement. If termination is due to
death or disability, the option will remain exercisable for 12 months. In all
other cases, the option will remain exercisable for a period of three months.
However, an option may never be exercised later than the expiration of its
ten-year term. A non-employee director may not transfer options granted under
the Director Plan other than by will or the laws of descent and distribution.
Only the non-employee director may exercise the option during his lifetime. In
the event of the Company's merger with or into another corporation or a sale of
substantially all of the Company's assets, the successor corporation may assume,
or substitute a new option in place of, each option. If such assumption or
substitution occurs, the options will continue to be
7
exercisable according to the same terms as before the merger or sale of assets.
Following such assumption or substitution, if a non-employee director is
terminated other than by voluntary resignation, the option will become fully
exercisable and generally will remain exercisable for a period of three months.
If the outstanding options are not assumed or substituted for, the Board of
Directors will notify each non-employee director that he has the right to
exercise the option as to all shares subject to the option for a period of 30
days following the date of the notice. The option will terminate upon the
expiration of the 30-day period. Unless terminated sooner, the Director Plan
will automatically terminate in 2011. The Board of Directors has the authority
to amend, alter, suspend, or discontinue the Director Plan, but no such action
may adversely affect any grant previously made under the Director Plan.
On March 4, 2004, Mr. Meagher was granted an option to purchase 25,000
ordinary shares at an exercise price of $10.75 per share reflecting his
appointment to the Board of Directors in March 2004. On January 1, 2004, Messrs.
Coleman, Edelstein, Gross, Krzywicki and Dr. von Prondzynski were each granted
an option to purchase 10,000 ordinary shares at an exercise price of $8.65 per
share. Each option granted to a non-employee director was in accordance with the
terms of the Director Plan described above.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 30, 2004
with respect to the beneficial ownership of the Company's ADSs by:
- each person known to the Company to own beneficially more than 5% of
the Company's outstanding securities;
- each director;
- each of the Named Executive Officers; and
- the current directors and executive officers of the Company as a
group.
The number of ADSs beneficially owned by each 5% shareholder, director or
executive officer is determined under rules of the SEC. Under such rules,
beneficial ownership includes any shares as to which the individual or entity
has sole or shared voting power or investment power and includes any ADSs
representing the ordinary shares which the individual has the right to acquire
on or before June 29, 2004 through the exercise of share options, and any
reference in the footnotes to this table to shares subject to share options
refers only to share options that are so exercisable. For purposes of computing
the percentage of outstanding ADSs held by each person or entity, any shares
which that person or entity has the right to acquire on or before June 29, 2004,
are deemed to be outstanding but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person. Unless
otherwise indicated, each person or entity has sole investment and voting power
(or shares such power with his or her spouse) with respect to the shares set
forth in the following table. The inclusion herein of any shares deemed
beneficially owned does not constitute an admission of beneficial ownership of
those shares.
As of April 30, 2004, the Company had approximately 104,747,690 ordinary
shares outstanding. The shareholders of the Company may elect to hold their
respective shares of the Company's outstanding securities in the form of
ordinary shares or ADSs. In addition, holders of options to purchase ordinary
shares of the Company may, upon exercise of their options, elect to receive such
ordinary shares in the form of ADSs. The 5% shareholders, directors and
executive officers identified in the following table hold their respective
shares of the Company's outstanding securities in the form of ADSs.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
NAME AND ADDRESS -----------------------------------
OF BENEFICIAL OWNER ADSs PERCENTAGE OWNED
------------------- ---------------- ----------------
5% Shareholders
Warburg, Pincus Ventures, L.P. (1) ......................... 13,279,987 12.7%
Columbia Wanger Asset Management, L.P. (2) ................. 12,225,000 11.7%
Cramer Rosenthal McGlynn, LLC (3) .......................... 5,081,700 4.8%
Transamerica Investment Management, LLC (4) ................ 4,983,069 4.8%
8
Directors
Stewart K.P. Gross (5) ..................................... 13,286,237 12.7%
Charles E. Moran (6) ....................................... 2,277,857 2.2%
Gregory M. Priest (7) ...................................... 1,703,025 1.6%
James S. Krzywicki (8) ..................................... 129,250 *
Ferdinand von Prondzynski (9) .............................. 35,010 *
P. Howard Edelstein ........................................ 6,250 *
William F. Meagher, Jr ..................................... -- --
Named Executive Officers
Mark A. Townsend (10) ...................................... 991,925 *
Jerald A. Nine (11) ........................................ 870,178 *
Colm M. Darcy (12) ......................................... 107,054 *
All current directors and executive officers as a group (11)
persons) ................................................... 20,167,601 18.5%
--------------------------------
*Less than 1%
(1) On September 16, 2002, Warburg Pincus Ventures, L.P. ("WPV"), Warburg
Pincus & Co. ("WP") and Warburg Pincus LLC ("WP LLC") filed a Schedule 13D with
the SEC reporting beneficial ownership and shared voting and dispositive power
with respect to 13,279,987 ADSs, consisting of shares beneficially owned by WPV,
WP and WP LLC; the following information is reported in reliance on such filing.
WP is the sole general partner of WPV. WPV is managed by WP LLC. The address for
WPV is 466 Lexington Avenue, 10th Floor, New York, New York 10017-3147.
(2) On February 13, 2004, Columbia Wanger Asset Management, L.P. ("WAM"),
WAM Acquisition GP, Inc. ("WAM GP") and Columbia Acorn Trust ("Acorn") filed
Amendment No. 3 to Schedule 13G with the SEC reporting beneficial ownership and
shared voting and dispositive power with respect to 12,225,000 ADSs for WAM and
WAM GP and 9,900,000 ADSs for Acorn, consisting of shares beneficially owned by
WAM, WAM GP and Acorn; the following information is reported in reliance on such
filing. WAM is an Investment Adviser registered under section 203 of the
Investment Advisors Act of 1940 and reports ADSs acquired on behalf of
discretionary clients. Acorn is a discretionary client of WAM. WAM GP is the
general partner of WAM. WAM, WAM GP and Acorn file jointly pursuant to a Joint
Filing Agreement dated February 13, 2004 among WAM, WAM GP and Acorn. The
address of WAM, WAM GP and Acorn is 227 West Monroe Street, Suite 3000, Chicago,
Illinois 60606.
(3) On February 6, 2004, Cramer Rosenthal McGlynn, LLC ("Cramer") filed
Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership with
respect to 5,081,700 ADSs, consisting of 2,411,700 ADSs for which Cramer has
sole voting power, 2,420,100 ADSs for which Cramer has sole dispositive power,
2,556,100 ADSs for which Cramer has shared voting power and 2,525,600 ADSs for
which Cramer has shared dispositive power; the following information is reported
in reliance on such filing. The Amendment No. 1 to Schedule 13G filing with the
SEC was filed erroneously with respect to SkillSoft Corporation rather than
SkillSoft PLC. Cramer is an Investment Adviser registered under section 203 of
the Investment Advisors Act of 1940. The address of Cramer is 520 Madison
Avenue, New York, New York 10022.
(4) On December 30, 2003, Transamerica Investment Management, LLC ("TIM")
filed Amendment No. 2 to Schedule 13G with the SEC reporting beneficial
ownership and shared voting and dispositive power with respect to 4,983,069
ADSs; the following information is reported in reliance on such filing. The
Amendment No. 2 to Schedule 13G filed with the SEC was filed erroneously with
respect to SkillSoft Corporation rather than SkillSoft PLC. TIM is deemed to be
the beneficial owner pursuant to separate arrangements whereby TIM acts as
investment adviser to certain individuals and entities. The address of TIM is
1150 S. Olive Street, Los Angeles, California 90015.
(5) Mr. Gross, a director of the Company, is a managing director and
member of WP LLC and a general partner of WP. Mr. Gross disclaims beneficial
ownership of these shares. See Note 1 of this table. Mr. Gross's address is c/o
WPV, 466 Lexington Avenue, 10th Floor, New York, New York 10017-3147. Includes
6,250 ADSs issuable upon exercise of share options held by Mr. Gross.
(6) Includes 763,805 ADSs issuable upon exercise of share options held by
Mr. Moran, 11 ADSs held by Mr. Moran's wife, 2,367 ADSs held in a family trust
of which Mr. Moran is a trustee, and 1,511,674 ADSs beneficially owned by Mr.
Moran's wife, as trustee of various trusts for the benefit of Mr. Moran's
children. Mr. Moran disclaims beneficial ownership of the shares held in trust.
9
(7) Includes 1,691,866 ADSs issuable upon exercise of share options held
by Mr. Priest.
(8) Includes 126,250 ADSs issuable upon exercise of share options held by
Mr. Krzywicki.
(9) Includes 35,000 ADSs issuable upon exercise of share options held by
Dr. von Prondzynski.
(10) Includes 536,782 ADSs issuable upon exercise of share options held by
Mr. Townsend and 59,185 ADSs beneficially owned by Mr. Townsend's wife as
trustee of the MCM Trust. Mr. Townsend disclaims beneficial ownership of the
shares held in trust.
(11) Includes 417,473 ADSs issuable upon exercise of share options held by
Mr. Nine and 392,652 ADSs held by Mr. Nine's wife as trustee of the Kimberly M.
Nine Revocable Trust. Mr. Nine disclaims beneficial ownership of the shares held
in trust.
(12) Represents 107,054 ADSs issuable upon exercise of share options held
by Mr. Darcy.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information about the ordinary shares
authorized for issuance under the Company's equity compensation plans as of
January 31, 2004.
(a) (b) (c)
Number of shares remaining
available for future
Number of shares to be Weighted-average exercise issuance under equity
issued upon exercise of price of outstanding compensation plans
outstanding options, options, warrants and (excluding securities
Plan category (1) warrants and rights rights reflected in column (a))
------------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved
by security holders 6,860,360(2) $ 7.99(2) 1,340,725
Equity compensation plans not
approved by security holders 5,280,734(3) $11.89 6,798,361(4)
---------- ------ ---------
Total 12,141,094 $ 9.68 8,139,086
---------------
(1) This table excludes an aggregate of 10,547,334 ordinary shares issuable
upon exercise of options that the Company assumed in connection with its
merger with SkillSoft Corporation. The weighted average exercise price of
the excluded options is $5.48 per share. The Company assumed the SkillSoft
Corporation 1998 Stock Incentive Plan, 1999 Non-Employee Director Stock
Option Plan, 2001 Stock Incentive Plan and Books24x7.com, Inc. 1994 Stock
Option Plan only insofar as they related to options outstanding under the
plans at the time of the merger, and the Company may not grant any future
options under any of the plans.
(2) Excludes ordinary shares issuable under the Company's 1995 Employee Stock
Purchase Plan in connection with the current offering period; such
ordinary shares are included in column (c).
(3) Consists of 5,271,864 ordinary shares subject to outstanding options under
the Company's 1996 Supplemental Stock Plan (the "1996 Plan"), 5,593
ordinary shares subject to outstanding options under the ForeFront Group,
Inc. Amended and Restated 1996 Stock Option Plan (the "ForeFront 1996
Plan"), 2,667 ordinary shares subject to outstanding options under the
Knowledge Well Group Limited 1998 Share Option Plan (the "Knowledge
10
Well Group 1998 Plan") and 610 ordinary shares subject to outstanding
options under the Knowledge Well Limited 1998 Share Option Plan (the
"Knowledge Well 1998 Plan").
(4) Consists of 5,603,022 ordinary shares available for issuance under the
1996 Plan, 2 ordinary shares available for issuance under the ForeFront
Group, Inc. 1996 Non-employee Director's Stock Option Plan (the "ForeFront
1996 Director Plan"), 337,230 ordinary shares available for issuance under
the ForeFront 1996 Plan, 624,448 ordinary shares available for issuance
under the Knowledge Well Group 1998 Plan and 233,659 ordinary shares
available for issuance under the Knowledge Well 1998 Plan.
A description of the material terms of the 1996 Plan, the ForeFront 1996
Director Plan, the ForeFront 1996 Plan, the Knowledge Well 1998 Plan and the
Knowledge Well Group 1998 Plan is included in Note 9 to the Company's
consolidated financial statements filed as part of the Company's Annual Report
on Form 10-K for the fiscal year ended January 31, 2004, and is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
FEES BILLED FOR SERVICES RENDERED BY ERNST & YOUNG
The following table summarizes the fees of Ernst & Young billed to the
Company for each of the last two fiscal years for audit services and billed to
the Company in each of the last two fiscal years for other SERVICES:
FISCAL YEAR FISCAL YEAR
ENDED JANUARY 31, ENDED JANUARY 31,
FEE CATEGORY 2004 2003
------------ ---- ----
Audit Fees (1) ............ $ 5,458,600 $ 1,835,000
Audit-Related Fees (2) .... $ 44,000 $ 1,762,000
Tax Fees (3) .............. $ 1,161,500 $ 405,000
All Other Fees (4) ........ $ 3,500 $ --
Total Fees ............ $ 6,667,600 $ 4,002,000
(1) Audit fees consist of fees for the audit of the Company's financial
statements, the review of the interim financial statements in the
Company's quarterly reports on Form 10-Q, the audit of the restatement of
the historical SmartForce financial statements and other professional
services provided or accrued for in connection with statutory and
regulatory filings or engagements for the fiscal years ended January 31,
2004 and January 31, 2003.
(2) Audit-related fees consist of fees for assurance and related services
that are reasonably related to the performance of the audit and the review
of the Company's financial statements and which are not reported under
"Audit Fees." These services relate to account consultations and employee
benefit audits.
(3) Tax fees consist of fees for tax compliance, tax advice and tax
planning services. Tax compliance services, which relate to preparation of
original and amended tax returns and claims for refunds, accounted for
$578,000 of the total tax fees billed in the fiscal year ended January 31,
2004 and $94,000 of the total tax fees billed in the fiscal year ended
January 31, 2003. Tax advice and tax planning services relate to a
transfer pricing analysis, tax advice, assistance with tax audits and
appeals, tax advice related to mergers and acquisitions, employee benefit
plans and requests for rulings or technical advice for taxing authorities.
11
(4) All other fees for the fiscal year ended January 31, 2004 consist of
corporate secretarial services.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted policies and procedures relating to the
approval of all audit and non-audit services that are to be performed by the
Company's independent auditor. This policy generally provides that the Company
will not engage its independent auditor to render audit or non-audit services
unless the service is specifically approved in advance by the Audit Committee or
the engagement is entered into pursuant to one of the pre-approval procedures
described below.
From time to time, the Audit Committee may pre-approve specified types of
services that are expected to be provided to the Company by its independent
auditor during the next 12 months. Any such pre-approval is detailed as to the
particular service or type of services to be provided and is also generally
subject to a maximum dollar amount.
The Audit Committee has also delegated to the Chair of the Audit Committee
the authority to approve any audit or non-audit services to be provided to the
Company by its independent auditor. Any approval of services by a member of the
Audit Committee pursuant to this delegated authority is reported on at the next
meeting of the Audit Committee.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(c) Exhibits. The exhibits filed as part of this Annual Report on Form 10-K
are listed in the Exhibit Index immediately preceding such exhibits, and are
incorporated herein by reference.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SKILLSOFT PUBLIC LIMITED COMPANY
(Registrant)
By: /s/ Charles E. Moran
----------------------------
Charles E. Moran, President
and Chief Executive Officer
Date: May 27, 2004
13
EXHIBIT INDEX
EXHIBIT NO. TITLE
----------- -----
2.1 Agreement and Plan of Merger, dated as of June 10, 2002, by and
among SmartForce Public Limited Company, SkillSoft Corporation and
Slate Acquisition Corp. (Incorporated by reference to exhibit 2.1
to SkillSoft PLC's Current Report on Form 8-K dated June 14, 2002
(File No. 000-25674)).
3.1 Memorandum of Association of SkillSoft PLC as amended on March 24,
1992, March 31, 1995, April 28, 1998, January 26, 2000, July 10,
2001, September 6, 2002 and November 19, 2002 (Incorporated by
reference to exhibit 3.1 to SkillSoft PLC's Quarterly Report on
Form 10-Q for the fiscal quarter ended October 31, 2002 as filed
with the Securities and Exchange Commission on January 21, 2003
(File No. 000-25674)).
3.2 Articles of Association of SkillSoft PLC as amended on July 6,
1995, and April 28, 1998, January 26, 2000, July 10, 2001,
September 6, 2002 and November 19, 2002 (Incorporated by reference
to exhibit 3.2 to SkillSoft PLC's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 31, 2002 as filed with the
Securities and Exchange Commission on January 21, 2003 (File No.
000-25674)).
4.1 Specimen certificate representing the ordinary shares of SkillSoft
PLC (Incorporated by reference to exhibit 4.1 to SkillSoft PLC's
Annual Report on Form 10-K for the fiscal year ended January 31,
2003 as filed with the Securities and Exchange Commission on April
29, 2003 (File No. 000-25674)).
4.2 Amended and Restated Deposit Agreement (including the form of
American Depositary Receipt), dated as of April 13, 1995 as amended
and restated as of September 4, 2002, among SkillSoft PLC, The Bank
of New York, as Depositary, and each Owner and Beneficial Owner
from time to time of American Depositary Receipts issued thereunder
(Incorporated by reference to Exhibit 4.1 to SkillSoft PLC's
Current Report on Form 8-K dated September 4, 2002 (File No.
000-256740)).
4.3 Amended and Restated Restricted Deposit Agreement (including the
form of American Depositary Receipt), dated as of November 30, 1995
and amended and restated as of September 4, 2002, among SkillSoft
PLC, The Bank of New York, as Depositary, and each Owner and
Beneficial Owner from time to time of American Depositary Receipts
issued thereunder (Incorporated by reference to exhibit 4.2 to
SkillSoft PLC's Current Report on Form 8-K dated September 4, 2002
(File No. 000-25674)).
4.4 Restricted Deposit Agreement (B) dated as of June 8, 1998 and
amended and restated as of September 4, 2002 among SkillSoft PLC,
The Bank of New York, and the owners and beneficial owners of
Restricted American Depositary Receipts (Incorporated by reference
to Exhibit 4.3 to SkillSoft PLC's Current Report on Form 8-K dated
September 4, 2002 (File No. 000-25674)).
4.5 Declaration of Subscription Rights dated as of October 4, 1998
(Incorporated by reference to exhibit 4.1 to SkillSoft PLC's Report
on Form 8-A filed with the Securities and Exchange Commission on
October 5, 1998).
4.6 Amendment to Declaration of Subscription Rights, dated as of June
10, 2002, of SkillSoft PLC (Incorporated by reference to exhibit
4.1 to SkillSoft PLC's Current Report on Form 8-K dated June 10,
2002 (File No. 000-25674)).
4.7 Second Amendment to Declaration of Subscription Rights, dated as of
October 9, 2002, of SkillSoft PLC (Incorporated by reference to
exhibit 4.2 to SkillSoft PLC's Current Report on Form 8-K dated
June 10, 2002 (File No. 000-25674)).
10.1** 1990 Share Option Scheme (Incorporated by reference to exhibit 10.1
to SkillSoft PLC's Registration Statement on Form F-1 declared
effective with the Securities and Exchange Commission on April 13,
1995 (File No. 333-89904)).
10.2** 1994 Share Option Plan (Incorporated be reference to exhibit 10.2
to SkillSoft PLC's Registration Statement on Form F-1 declared
effective with the Securities and Exchange Commission on April 13,
1995 (File No. 333-89904)).
EXHIBIT NO. TITLE
----------- -----
10.3** 1995 Employee Share Purchase Plan (Incorporated by reference to
exhibit 10.3 to SkillSoft PLC's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2002 as filed with the Securities
and Exchange Commission on August 14, 2002 (File No. 000-25674)).
10.4** Form of Indemnification Agreement between CBT Systems USA, Ltd.
(formerly, Thornton Holdings, Ltd.) and its directors and officers
dated as of April, 1995 (Incorporated by reference to exhibit 10.5
to SkillSoft PLC's Registration Statement on Form F-1 declared
effective with the Securities and Exchange Commission on April 13,
1995 (File No. 333-89904)).
10.5** Form of Indemnification Agreement between SmartForce (USA) and its
directors and officers dated as of September 6, 2002 (Incorporated
by reference to exhibit 10.5 to SkillSoft PLC's Annual Report on
Form 10-K for the fiscal year ended January 31, 2003 as filed with
the Securities and Exchange Commission on April 29, 2003 (File No.
000-25674)).
10.6** 1996 Supplemental Stock Plan (Incorporated by reference to exhibit
10.16 to SkillSoft PLC's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 as filed with the Securities and
Exchange Commission on March 30, 1997 (File No. 0-25674)).
10.7** 2002 Share Option Plan (Incorporated by reference to exhibit 10.34
to SkillSoft PLC's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2002 as filed with the Securities and
Exchange Commission on August 14, 2002 (File No. 000-256740)).
10.8** 2001 Outside Director Option Plan (Incorporated by reference to
exhibit 10.1 to SkillSoft PLC's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001 as filed with the Securities
and Exchange Commission on November 14, 2001 (File No. 000-25674)).
10.9 Agreement and Release, effective as of September 13, 2002, between
SmartForce PLC and Jeff Newton (Incorporated by reference to
exhibit 10.5 to SkillSoft PLC's Quarterly Report on Form 10-Q for
the quarter ended October 31, 2002 as filed with the Securities and
Exchange Commission on January 21, 2003 (File No. 000-25674)).
10.10 Separation Agreement and Release, effective as of May 8, 2002,
between SmartForce PLC and Thomas Francis McKeagney (Incorporated
by reference to exhibit 10.6 to SkillSoft PLC's Quarterly Report on
Form 10-Q for the quarter ended October 31, 2002 as filed with the
Securities and Exchange Commission on January 21, 2003 (File No.
000-25674)).
10.11** Amended and Restated Employment Agreement dated June 10, 2002
between SkillSoft PLC and Gregory M. Priest (Incorporated by
reference to exhibit 10.30 to SkillSoft PLC's Amendment No. 1 to
Registration Statement on Form S-4 as filed with the Securities and
Exchange Commission on July 30, 2002 (File No. 333-90872)).
10.12** Employment Agreement dated June 10, 2002 between SkillSoft PLC and
Charles E. Moran (Incorporated by reference to exhibit 10.31 to
SkillSoft PLC's Amendment No. 1 to Registration Statement on Form
S-4 as filed with the Securities and Exchange Commission on July
30, 2002 (File No. 333-90872)).
10.13** Employment Agreement dated as of June 10, 2002 between SkillSoft
PLC and Jerald A. Nine, Jr. (Incorporated by reference to exhibit
10.33 to SkillSoft PLC's Amendment No. 1 to Registration Statement
on Form S-4 as filed with the Securities and Exchange Commission on
July 30, 2002 (File No. 333-90872)).
10.14 Registration Rights Agreement dated as of June 10, 2002 between
SkillSoft PLC and Warburg Pincus Ventures, L.P. (Incorporated by
reference to exhibit 10.27 to SkillSoft PLC's Amendment No. 1 to
Registration Statement on Form S-4 as filed with the Securities and
Exchange Commission on July 30, 2002 (File No. 333-90872)).
10.15** Employment Agreement dated January 12, 1998 between SkillSoft
Corporation and Mark A. Townsend (Incorporated by reference to
exhibit 10.15 to SkillSoft PLC's Annual Report on Form 10-K for the
fiscal year ended January 31, 2003 as filed with the Securities and
Exchange Commission on April 29, 2003 (File No. 000-25674)).
2
EXHIBIT NO. TITLE
----------- -----
10.16** Employment Agreement dated January 12, 1998 between SkillSoft
Corporation and Thomas J. McDonald (Incorporated by reference to
exhibit 10.16 to SkillSoft PLC's Annual Report on Form 10-K for the
fiscal year ended January 31, 2003 as filed with the Securities and
Exchange Commission on April 29, 2003 (File No. 000-25674)).
10.17** Employment Agreement dated effective September 6, 2002 between
SkillSoft PLC and Colm Darcy (Incorporated by reference to exhibit
10.17 to SkillSoft PLC's Annual Report on Form 10-K for the fiscal
year ended January 31, 2003 as filed with the Securities and
Exchange Commission on April 29, 2003 (File No. 000-25674)).
10.18 Lease dated February 18, 1998, as amended, between SkillSoft
Corporation and Five N Associates (Incorporated by reference to
exhibit 10.18 to SkillSoft PLC's Annual Report on Form 10-K for the
fiscal year ended January 31, 2003 as filed with the Securities and
Exchange Commission on April 29, 2003 (File No. 000-25674)).
10.19 Fifth Supplemental Agreement dated November 26, 2001 to the Lease
between SkillSoft Corporation and Five N Associates (Incorporated
by reference to exhibit 10.19 to SkillSoft PLC's Annual Report on
Form 10-K for the fiscal year ended January 31, 2003 as filed with
the Securities and Exchange Commission on April 29, 2003 (File No.
000-25674)).
10.20 Lease dated May 25, 2001 between 1987 Tamposi Limited Partnership
and SkillSoft Corporation (Incorporated by reference to exhibit
10.20 to SkillSoft PLC's Annual Report on Form 10-K for the fiscal
year ended January 31, 2003 as filed with the Securities and
Exchange Commission on April 29, 2003 (File No. 000-25674)).
10.21*** Fleet National Bank Commercial Loan Agreement, dated as of June 24,
2003, by and among SkillSoft Corporation, SkillSoft PLC and Fleet
National Bank (Incorporated by reference to exhibit 10.1 to
SkillSoft PLC's Quarterly Report on Form 10-Q for the quarter ended
July 31, 2003 as filed with the Securities and Exchange Commission
on September 15, 2003 (File No. 000-25674)).
10.22 Revolving Line of Credit Promissory Note payable to Fleet National
Bank, dated June 24, 2003, executed by SkillSoft Corporation and
SkillSoft PLC (Incorporated by reference to exhibit 10.2 to
SkillSoft PLC's Quarterly Report on Form 10-Q for the quarter ended
July 31, 2003 as filed with the Securities and Exchange Commission
on September 15, 2003 (File No. 000-25674)).
10.23 Security Agreement, dated as of June 24, 2003, by and between
SkillSoft Corporation and Fleet National Bank (Incorporated by
reference to exhibit 10.3 to SkillSoft PLC's Quarterly Report on
Form 10-Q for the quarter ended July 31, 2003 as filed with the
Securities and Exchange Commission on September 15, 2003 (File No.
000-25674)).
10.24 Settlement Agreement and General Release, dated as of July 21,
2003, by and between The Thompson Corporation, National Educational
Training Group and SkillSoft Corporation (Incorporated by reference
to exhibit 10.4 to SkillSoft PLC's Quarterly Report on Form 10-Q
for the quarter ended July 31, 2003 as filed with the Securities
and Exchange Commission on September 15, 2003 (File No.
000-25674)).
10.25 Stipulation of Settlement, dated November 26, 2003 (Incorporated by
reference to exhibit 10.1 to SkillSoft PLC's Quarterly Report on
Form 10-Q for the quarter ended October 31, 2003 as filed with the
Securities and Exchange Commission on December 15, 2003 (File No.
000-25674)).
10.26** Indemnification Agreement, dated November 13, 2003, by and between
SkillSoft Corporation and P. Howard Edelstein (Incorporated by
reference from exhibit 10.2 to SkillSoft PLC's Quarterly Report on
Form 10-Q for the quarter ended October 31, 2003 as filed with the
Securities and Exchange Commission on December 15, 2003 (File No.
000-25674)).
10.27+** Indemnification Agreement, dated March 4, 2004, by and between
SkillSoft Corporation and William Meagher.
21.1+ List of Significant Subsidiaries.
23.1+ Consent of Ernst & Young LLP.
3
EXHIBIT NO. TITLE
----------- -----
23.2+ Information Regarding Consent of Arthur Andersen LLP.
31.1+ Certification of SkillSoft PLC's Chief Executive Officer pursuant
to Rule 13a-14(a)/ Rule 15(d)-14(a) under the Securities Exchange
Act of 1934 (regarding Annual Report on Form 10-K for the fiscal
year ended January 31, 2004).
31.2+ Certification of SkillSoft PLC's Chief Financial Officer pursuant
to Rule 13a-14(a)/ Rule 15(d)-14(a) under the Securities Exchange
Act of 1934 (regarding Annual Report on Form 10-K for the fiscal
year ended January 31, 2004).
31.3* Certification of SkillSoft PLC's Chief Executive Officer pursuant
to Rule 13a-14(a)/ Rule 15(d)-14(a) under the Securities Exchange
Act of 1934 (regarding Amendment No. 1 on Form 10-K/A).
31.4* Certification of SkillSoft PLC's Chief Financial Officer pursuant
to Rule 13a-14(a)/ Rule 15(d)-14(a) under the Securities Exchange
Act of 1934 (regarding Amendment No.1 on Form 10-K/A).
32.1+ Certification of SkillSoft PLC's Chief Executive Officer pursuant
to Rule 13a-14(b)/ Rule 15d-14(b) under the Securities Exchange Act
of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2+ Certification of SkillSoft PLC's Chief Financial Officer pursuant
to Rule 13a-14(b)/ Rule 15d-14(b) under the Securities Exchange Act
of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
---------------
+ Previously filed with Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 15, 2004.
* Filed herewith.
** Denotes management or compensatory plan or arrangement required to be
filed by registrant pursuant to Item 15(c) of this report on Form 10-K.
*** Confidential treatment requested for certain portions, which portions
have been separately filed with the Securities and Exchange Commission.
4