================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
January 16, 2002
------------------------------------------------------------------
Date of Report (date of earliest event reported - January 16, 2002)
SMARTFORCE PUBLIC LIMITED COMPANY
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Republic of Ireland 0-25674 Not Applicable
------------------- ------- --------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
900 Chesapeake Drive
Redwood City, California 94063
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(650) 817-5900
---------------------------------------------------
(Registrant's telephone number, including area code)
_______________________________________________________________________________
(Former name or former address, if changed since last report)
===============================================================================
ITEM 5. Other Events
On January 16, 2002, SmartForce PLC (the "Company") entered into an
Agreement and Plan of Reorganization (the "Merger Agreement") by and among the
Company, Atlantic Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company ("Merger Sub"), and Centra Software, Inc. a Delaware
corporation ("Centra"). Pursuant to the Merger Agreement, Merger Sub will be
merged with and into Centra with Centra continuing as the surviving corporation
and a wholly-owned subsidiary of the Company (the "Merger"). As a result of the
Merger, each issued and outstanding share of Common Stock, par value $0.001 per
share, of Centra ("Centra Common Stock") will be automatically converted into
the right to receive 0.425 (the "Exchange Ratio") of a validly issued, fully
paid and nonassessable Company American Depositary Share ("ADSs"). In addition,
the Company will assume all options or other rights to purchase capital stock of
Centra outstanding under Centra's existing stock option plans, excluding
Centra's stock purchase plans, and each such option or other right to purchase
capital stock of Centra will be or will later become exercisable for shares of
the Company ADSs rather than shares of Centra Common Stock, in a number adjusted
to reflect the Exchange Ratio, and at an exercise price adjusted to reflect the
Exchange Ratio. The consummation of the Merger is subject to the approval of the
stockholders of the Company and Centra, receipt of necessary approvals under
United States and applicable foreign antitrust laws, SEC clearance and other
customary closing conditions. The Merger is intended to be a tax-free
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended. A copy of the Merger Agreement is attached as an exhibit to this
Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Any
forward-looking statements in this Current Report are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those stated. Factors that could cause or contribute to such differences include
those discussed in the Company's Form 10-K for the year ended December 31, 2000
and Form 10-Q for the quarter ended September 30, 2001. Any forward-looking
statements in this Current Report reflect management's opinions only as of the
date hereof, and the Company assumes no obligation unless required by law to
revise or publicly release the results of any revision to any such
forward-looking statements.
ITEM 7. Financial Statements and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Exhibits. The following exhibit is being filed herewith.
(2.1) Agreement and Plan of Reorganization, dated as of January 16,
2002, by and among SmartForce PLC, a company organized under the laws of the
Republic of Ireland, Atlantic Acquisition Corp., a Delaware corporation and
direct wholly-owned subsidiary of SmartForce PLC, and Centra Software, Inc., a
Delaware corporation.
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 hereto duly authorized.
SMARTFORCE PLC
Date: January 17, 2002 By: /s/ Gregory M. Priest
-------------------------------------
Gregory M. Priest
President and Chief Executive Officer
Date: January 17, 2002 By: /s/ David Drummond
-------------------------------------
David Drummond
Executive Vice President of Finance and
Chief Financial Officer
-2-
SMARTFORCE PLC
EXHIBIT INDEX TO FORM 8-K
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Reorganization, dated as of January
16, 2002, by and among SmartForce PLC, a company organized
under the laws of the Republic of Ireland, Atlantic
Acquisition Corp., a Delaware corporation and direct wholly-
owned subsidiary of SmartForce PLC, and Centra Software,
Inc., a Delaware corporation.