As filed with the Securities and Exchange Commission on September 8, 2004
Registration No. 333-
UNITED STATES
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
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(State or other jurisdiction of incorporation or organization)
Not Applicable
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(I.R.S. Employer Identification No.)
107 Northeastern Boulevard, Nashua, NH 03062
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(Address of principal executive offices) (Zip Code)
2004 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
(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
Title of Each Class of Proposed Maximum Maximum Amount of
Securities to be Amount to be Offering Price Per Aggregate Registration
Registered Registered Share Offering Price Fee
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Ordinary Shares issuable 2,500,000 $5.43(3) $13,575,000(3) $1,719.95(3)
under the 2004 Employee shares (2)
Share Purchase Plan (1)
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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 September 3, 2004, in
accordance with Rules 457(c) and (h) of the Securities Act of 1933, as
amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:
(1) The registrant's latest annual report filed pursuant to Sections 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the latest fiscal year for which such statements have been filed.
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(2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.
(3) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modified or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Binchys, Solicitors has opined as to the legality of the securities being
offered by this registration statement. Jennifer Caldwell, a partner of Binchys,
Solicitors, serves as Secretary to the registrant.
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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
ITEM 9. UNDERTAKINGS.
1. Item 512(a) of the Regulation S-K. The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
2. Item 512(b) of Regulation S-K. The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934
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that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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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 September 8, 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 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 September 8, 2004
-------------------------------- and Director (Principal Executive
Charles E. Moran Officer)
/s/ Thomas J. McDonald Chief Financial Officer September 8, 2004
-------------------------------- (Principal Financial and
Thomas J. McDonald Accounting Officer)
/s/ Howard Edelstein Director September 7, 2004
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P. Howard Edelstein
/s/ Stewart K.P. Gross Director September 8, 2004
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Stewart K.P. Gross
/s/ James S. Krzywicki Director August 26, 2004
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James S. Krzywicki
/s/ William Meagher Director September 7, 2004
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William Meagher
/s/ Gregory M. Priest Director August 26, 2004
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Gregory M. Priest
/s/ Ferdinand von Prondzynski Director August 26, 2004
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Ferdinand von Prondzynski
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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4.1 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)).
4.2 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)).
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 accountants
24.1 Power of Attorney (included on the signature pages of this
registration statement)
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