UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 23, 2004
SkillSoft Public Limited Company
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(Exact Name of Registrant as Specified in Charter)
Republic of Ireland 0-25674 None
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(State or Other Juris- (Commission (IRS Employer
diction of Incorporation File Number) Identification No.)
107 Northeastern Boulevard
Nashua, New Hampshire 03062
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (603) 324-3000
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 30, 2004, SkillSoft Public Limited Company (the "Company") announced
its financial results for the quarter ended October 31, 2004. The full text of
the press release issued in connection with the announcement is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act") or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On November 23, 2004, the Company committed to a plan of termination with
respect to approximately 133 employees in its content development organization,
120 of whom are based at its facility in Dublin, Ireland and 13 of whom are
based at one of its facilities in Nashua, New Hampshire. Based on its regular
review of the Company's key business metrics and the cost structures associated
with the performance of certain functions, management determined that it will be
restructuring its content development organization in Dublin, Ireland and
Nashua, New Hampshire to more efficiently manage costs and capitalize further on
the flexibility inherent in its existing outsourcing model.
The primary factors leading to this proposed workforce reduction are the
Company's ability to more cost effectively utilize its network of outsourcing
suppliers to develop course content and the completion of certain research and
development initiatives undertaken after the merger with SmartForce. The Company
plans to increase its supplier outsourcing activities for the production of its
information technology courseware, while continuing to maintain its project
management and quality control structures in house. The Company believes that
the reorganization will enable it to meet its existing content production
targets, but at reduced cost and with greater flexibility, and will enable the
Company to remain competitive in the marketplace.
The Company expects to incur charges in connection with this plan of termination
related to payments to terminated employees in Dublin and the United States,
facilities consolidation activities resulting from over capacity following the
workforce reductions and the completion of the merger-related work, and the
repayment of employment and facilities-related grants previously awarded to the
Company by agencies in Ireland. The Company cannot at this time determine the
exact amounts of the charges to be incurred, because of uncertainties (due
largely to Irish laws regarding workforce reductions) concerning the identity of
the employees to be terminated, ongoing negotiations with the landlord for the
main Dublin facility concerning changes to the leasing arrangement, and issues
related to the Company's obligation to repay all or a portion of the grants
received from Irish agencies. However, the Company currently estimates that the
total amount of the charges associated with this restructuring will not be more
than $15 million. The Company cannot specifically identify when these charges
are expected to be incurred, but a majority of these charges may be incurred in
the fourth quarter, with the remaining amounts incurred over time depending on a
number of factors, including the accounting treatment related to each of the
charges.
The workforce reduction being undertaken as part of the plan of termination is
expected to be completed by January 31, 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be
furnished, and not filed:
99.1 Press Release dated November 30, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SkillSoft Public Limited Company
Date: November 30, 2004 By: /s/ Charles E. Moran
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Charles E. Moran
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated November 30, 2004