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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
______________________
SKILLSOFT CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
83066P101
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(CUSIP Number)
GREGORY M. PRIEST
CHAIRMAN, PRESIDENT AND CEO
SMARTFORCE PLC
900 CHESAPEAKE DRIVE
REDWOOD CITY, CA 94063
(650) 817-5900
(Name, Address and Telephone Number of Person Authorized to Receive Notices)
June 10, 2002
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(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.[_]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
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CUSIP No. 83066P101 Page 2 of 10 pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SmartForce Public Limited Company
I.R.S. Identification No.: Not Applicable
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[_]
Not applicable
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
Not applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland
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7. SOLE VOTING POWER
3,473,930 (See (1) below.)
NUMBER OF ------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,915,777 (See (2) below.)
OWNED BY EACH ------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 3,473,930 (See (1) below.)
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10. SHARED DISPOSITIVE POWER
Not applicable
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,389,707 (See (1) and (2) below.)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- Approximately 49.6 percent. (See (3) below.)
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14. TYPE OF REPORTING PERSON*
CO
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(1) In the event that the Option described in Items 3 and 4 below becomes
exercisable, and is exercised in full, SmartForce Public Limited Company, a
corporation organized under the laws of the Republic of Ireland ("SmartForce"),
will have sole voting power with respect to, and the sole power to dispose of,
3,473,930 shares of Common Stock, par value $0.001 per share, of SkillSoft
Corporation, a Delaware corporation ("SkillSoft"), which, based upon the
17,456,937 shares of SkillSoft Common Stock outstanding as of June 5, 2002 (as
represented by SkillSoft in the Merger Agreement described in Items 3 and 4
below), currently equals 19.9% of the outstanding SkillSoft Common Stock. Prior
to the exercise of the Option, SmartForce is not entitled to any rights as a
stockholder of SkillSoft as to the shares of SkillSoft Common Stock issuable
upon exercise of the Option. The Option may only be exercised upon the
occurrence of certain events, none of which has occurred as of the date hereof.
SmartForce expressly disclaims beneficial ownership of any of the shares of
SkillSoft Common Stock which are issuable to SmartForce upon exercise of the
Option until such time as SmartForce purchases any such shares of SkillSoft
Common Stock upon any such exercise of the Option.
(2) 6,915,777 shares of SkillSoft Common Stock are subject to SkillSoft
Stockholder Voting Agreements between SmartForce and certain officers, directors
and other stockholders of SkillSoft, as described in Items 3 and 4 below, which
shares are outstanding on June 10, 2002. SmartForce expressly disclaims
beneficial ownership of any of the shares of SkillSoft Common Stock subject to
the SkillSoft Stockholder Voting Agreements. Based on the number of shares of
SkillSoft Common Stock outstanding as of June 5, 2002 (as represented by
SkillSoft in the Merger Agreement described in Items 3 and 4 below), the
6,951,777 shares of SkillSoft Common Stock subject to the Voting Agreements
which SmartForce may be deemed to beneficially own as of June 10, 2002 represent
approximately 39.6% of the outstanding SkillSoft Common Stock.
(3) Based upon 20,930,867 shares of SkillSoft Common Stock outstanding
after the issuance of 3,473,930 shares of SkillSoft Common Stock upon the
exercise of the Option described in Items 3 and 4 below.
SCHEDULE 13D
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CUSIP No. 83066P101 Page 3 of 10 pages
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the Common
Stock, par value $0.001 per share, of SkillSoft Corporation, a Delaware
corporation ("SkillSoft" or "Issuer"). The principal executive offices
of SkillSoft are located at 20 Industrial Park Drive, Nashua, New
Hampshire 03062.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this Statement is SmartForce PLC, a
public limited liability company organized under the laws of the
Republic of Ireland ("SmartForce"). SmartForce is a provider of
comprehensive integrated e-learning solutions that help businesses
support their critical strategic business initiatives and deploy
knowledge globally across their extended enterprise of employees,
customers, suppliers, distributors and other business partners. The
address of SmartForce's principal business in the United States is 900
Chesapeake Drive, Redwood City, California 94063.
Set forth on Schedule A hereto is (i) the name of each of the executive
officers and directors of SmartForce, (ii) the residence or business
address of each of the executive officers and directors of SmartForce,
and (iii) the present principal occupation or employment of each of the
executive officers and directors of SmartForce, and the name, principal
business and address of any corporation or other organization in which
such employment is conducted, in each case as of the date hereof. The
address of the executive offices of SmartForce is the same as the
address of SmartForce's principal business.
Neither SmartForce nor, to the knowledge of SmartForce, any person
named on Schedule A hereto (i) during the last five years, has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) during the last five years, was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
To the knowledge of SmartForce, except as set forth on Schedule A
hereto, each of the individuals set forth on Schedule A hereto is a
citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger, dated as of June 10, 2002,
a copy of which is attached hereto as Exhibit 1 (the "Merger
Agreement"), by and among SmartForce, Slate Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of SmartForce
("Merger Sub"), and SkillSoft, and subject to the conditions set forth
therein (including adoption and approval of the transactions
contemplated thereby by stockholders of SkillSoft and SmartForce and
receipt of applicable regulatory approvals), Merger Sub will merge with
and into SkillSoft and SkillSoft will become a wholly-owned subsidiary
of SmartForce (such
SCHEDULE 13D
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CUSIP No. 83066P101 Page 4 of 10 pages
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events constituting the "Merger"). At the effective time of the
Merger, Merger Sub will cease to exist as a corporation and all of the
business, assets, liabilities and obligations of Merger Sub will be
merged with and into SkillSoft, with SkillSoft remaining as the
surviving corporation (sometimes referred to herein as the "Surviving
Corporation").
As an inducement to SmartForce to enter into the Merger Agreement and
in consideration thereof, SmartForce and SkillSoft entered into a
SmartForce Stock Option Agreement, dated as of June 10, 2002, a copy
of which is attached hereto as Exhibit 2 (the "Stock Option
Agreement"), pursuant to which SkillSoft granted SmartForce an
irrevocable option (the "Option") to acquire, subject to certain
conditions, up to 3,473,930 shares of SkillSoft Common Stock as of
the first date, if any, upon which an event occurs giving rise to
SmartForce's right to exercise the Option, for a purchase price of
$14.93 per share. SkillSoft's obligation to issue shares to SmartForce
pursuant to the exercise of the Option is subject to the occurrence of
certain events, which may not occur. The granting of the Option was
negotiated as a material term of the transactions contemplated by the
Merger Agreement. SmartForce did not pay additional consideration to
SkillSoft in connection with the Stock Option Agreement or the
granting of the Option by SkillSoft.
As a further inducement to SmartForce to enter into the Merger
Agreement and in consideration thereof, certain officers, directors and
other stockholders of SkillSoft (collectively, the "Stockholders")
entered into individual SkillSoft Stockholder Voting Agreements with
SmartForce, a copy of the form of which is attached hereto as Exhibit 3
(the "Voting Agreement"), whereby each Stockholder agreed, severally
and not jointly, to vote all of the shares of SkillSoft Common Stock
owned beneficially and of record by such Stockholder in favor of
adoption and approval of the Merger Agreement and approval of the
Merger and certain related matters. SmartForce did not pay additional
consideration to any Stockholder in connection with the execution and
delivery of the Voting Agreements.
References to, and descriptions of, the Merger, the Merger Agreement,
the Stock Option Agreement and the Voting Agreements set forth herein
are qualified in their entirety by reference to the copies of the
Merger Agreement, the Stock Option Agreement and the Voting Agreements
included as Exhibits 1, 2, and 3, respectively, to this Statement,
which are incorporated by reference herein in their entirety where
such references and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, this Statement relates to the
acquisition of SkillSoft by SmartForce pursuant to a statutory merger
of Merger Sub, a wholly-owned subsidiary of SmartForce, with and into
SkillSoft, pursuant to which, at the effective time of the Merger, the
separate existence of Merger Sub will cease and SkillSoft will
continue as the Surviving Corporation and as a wholly-owned subsidiary
of SmartForce. By virtue of the Merger, each holder of outstanding
shares of SkillSoft Common Stock will receive, in exchange for each
share of SkillSoft Common Stock held by such holder, 2.3674 (the
"Exchange Ratio") shares of validly issued and
SCHEDULE 13D
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CUSIP No. 83066P101 Page 5 of 10 pages
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fully paid American Depositary Shares of SmartForce ("SmartForce
ADSs"). Each SmartForce ADS represents one ordinary share of
SmartForce, nominal value (euro)0.11 per share. In connection with the
Merger, SmartForce will also assume each outstanding option to
purchase SkillSoft Common Stock under SkillSoft's existing stock
option plans, and thereafter, each such option will become an option
to purchase that number of SmartForce ADSs as is equal to the number
of shares of SkillSoft Common Stock subject to such stock option
immediately prior to the Merger multiplied by the Exchange Ratio and
rounded down to the nearest whole number. The price per share of the
assumed option will be equal to the exercise price per share of
SkillSoft Common Stock at which such stock option was exercisable
immediately prior to the Merger divided by the Exchange Ratio and
rounded up to the nearest whole cent.
Pursuant to the Stock Option Agreement, SkillSoft granted SmartForce
the Option to acquire, subject to certain conditions, up to a number
of shares of SkillSoft Common Stock equal to 19.9% of the issued and
outstanding SkillSoft Common Stock as of the first date, if any, upon
which an event occurs giving rise to SmartForce's right to exercise
the Option, for a purchase price of $14.93 per share. SkillSoft's
obligation to issue shares to SmartForce pursuant to the exercise of
the Option is subject to the occurrence of certain events which may
not occur.
Pursuant to the Voting Agreements, each of the Stockholders has
irrevocably appointed SmartForce and any individual designated by
SmartForce as such Stockholder's lawful attorneys and proxies with
respect to certain prescribed matters related to the Merger. The
foregoing proxies give SmartForce the limited right to vote or deliver
a consent with respect to each of the shares of SkillSoft Common Stock
owned of record and beneficially by the Stockholders, at every annual,
special, adjourned postponed meeting of the stockholders of SkillSoft
and in every written consent in lieu of such a meeting (i) in favor of
the approval of the Merger and the adoption and approval of the Merger
Agreement, and in favor of any matter that could reasonably be
expected to facilitate the Merger and (ii) against any matter that is
inconsistent with the consummation of the Merger and the other
transactions contemplated by the Merger Agreement. The Stockholders
may vote their shares of SkillSoft Common Stock on all other matters
submitted to the stockholders of SkillSoft for their approval. The
Voting Agreements terminate upon the earlier to occur of (a) such date
and time as the Merger Agreement shall have been validly terminated
pursuant to its terms, and (b) such date and time as the Merger shall
become effective in accordance with the terms and conditions set forth
in the Merger Agreement.
The purpose of the Stock Option Agreement and the Voting Agreements is
to enable SmartForce and SkillSoft to consummate the transactions
contemplated under the Merger Agreement.
(c) Not applicable.
(d) Upon the consummation of the Merger, the directors of the
Surviving Corporation will be the directors of Merger Sub immediately
prior to the effective time of the Merger, until their respective
successors are duly elected or appointed and qualified. Upon
consummation of the Merger, the officers of SkillSoft immediately
prior to the effective time of the Merger will be the initial officers
of the Surviving Corporation, to hold office in accordance with the
Certificate of Incorporation and Bylaws of the Surviving Corporation.
SmartForce will appoint each of the directors and officers of Merger
Sub.
SCHEDULE 13D
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CUSIP No. 83066P101 Page 6 of 10 pages
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(e) Other than as a result of the Merger described in Item 3 and Item
4 above, not applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation
of SkillSoft will be amended and restated in its entirety to be the
same as in substance as the Certificate of Incorporation of Merger
Sub, as in effect immediately prior to the effective time of the
Merger (except that the name of the Surviving Corporation will be
SkillSoft Corporation), and such Certificate of Incorporation of
SkillSoft, as so amended and restated, will be the Certificate of
Incorporation of the Surviving Corporation until thereafter amended in
accordance with the General Corporation Law of the State of Delaware
and such Certificate of Incorporation. Upon consummation of the
Merger, the Bylaws of Merger Sub, as in effect immediately prior to
the Merger, will be, at the effective time of the Merger, the Bylaws
of the Surviving Corporation until thereafter amended in accordance
with the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of SkillSoft and such Bylaws.
(h) - (i) Upon consummation of the Merger, the SkillSoft Common Stock
will be deregistered under the Securities Exchange Act of 1934, as
amended, and delisted from the Nasdaq National Market.
(j) Other than described above, SmartForce currently has no plan or
proposals which relate to, or may result in, any of the matters listed
in Items 4(a) - (j) of Schedule 13D, inclusive, although SmartForce
reserves the right to develop such plans.
References to, and descriptions of, the Merger, the Merger Agreement,
the Stock Option Agreement and the Voting Agreements set forth herein
are qualified in their entirety by reference to the copies of the
Merger Agreement, the Stock Option Agreement and the Voting Agreements
included as Exhibits 1, 2, and 3, respectively, to this Statement,
which are incorporated by reference herein in their entirety where
such references and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) In the event that the Option becomes exercisable, and is
exercised in full, SmartForce will have sole voting power with respect
to, and the sole power to dispose of, 3,473,930 shares of SkillSoft
Common Stock which, based upon the 17,456,937 shares of SkillSoft
Common Stock outstanding as of June 5, 2002 (as represented by
SkillSoft in the Merger Agreement described in Items 3 and 4 above),
currently equals 19.9% of the outstanding SkillSoft Common Stock.
Prior to the exercise of the Option, SmartForce is not entitled to any
rights as a stockholder of SkillSoft as to the shares of SkillSoft
Common Stock issuable upon exercise of the Option. The Option may only
be exercised upon the occurrence of the Exercise Events described in
Item 4 above, none of which has occurred as of the date hereof.
SmartForce expressly disclaims beneficial ownership of any of the
shares of SkillSoft Common Stock
SCHEDULE 13D
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CUSIP No. 83066P101 Page 7 of 10 pages
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which are issuable to SmartForce upon exercise of the Option until
such time as SmartForce purchases any such shares of SkillSoft Common
Stock upon any such exercise of the Option.
As a result of the Voting Agreements, SmartForce may be deemed to be
the beneficial owner of at least 6,915,777 shares of SkillSoft Common
Stock as of June 5, 2002. Such SkillSoft Common Stock constitutes
approximately 39.6% of the issued and outstanding shares of SkillSoft
Common Stock, based on the 17,456,937 shares of SkillSoft Common Stock
outstanding as of June 10, 2002 (as represented by SkillSoft in the
Merger Agreement described in Items 3 and 4 above). SmartForce also
may be deemed to have shared voting power with respect to the
foregoing shares of SkillSoft Common Stock with respect to certain
matters related to the Merger. However, SmartForce (a) is not entitled
to any rights as a stockholder of SkillSoft as to the foregoing shares
of SkillSoft Common Stock, and (b) disclaims any beneficial ownership
of the shares of SkillSoft Common Stock which are covered by the
Voting Agreements.
To the knowledge of SmartForce, no person listed on Schedule A hereto
has an equity or other ownership interest in SkillSoft.
Set forth on Schedule B hereto is the name of those stockholders of
SkillSoft that have entered into a Voting Agreement with SmartForce,
and to the knowledge of SmartForce, each of their respective present
principal occupation or employment, including the name, principal
business and address of any corporation or other organization in which
such employment is conducted.
(c) To the knowledge of SmartForce, no transactions in the class of
securities reported on this Statement have been effected during the
past 60 days by the persons named in response to Item 5(a) and Item 2.
(d) To the knowledge of SmartForce, no other person has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the class of securities reported on this
Statement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth, or incorporated by reference, in Items 3
through 5 is hereby incorporated hereby by reference.
In connection with the Merger Agreement, certain stockholders of
SkillSoft (each an "Affiliate") have each entered into an affiliate
agreement with SmartForce (collectively, the "Affiliate Agreements")
pursuant to which each Affiliate has agreed not to sell, transfer, or
otherwise dispose of any SmartForce ADSs issued to such Affiliate in
the Merger unless (i) such sale, transfer or other disposition is made
in conformity with the requirements of Rule 145(d)(1) and, to the
extent required by the terms of the Deposit Agreement (as defined
SCHEDULE 13D
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CUSIP No. 83066P101 Page 8 of 10 pages
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in the Affiliate Agreement), Rule 144(h), or (ii) such sale, transfer
or other disposition is made pursuant to an effective registration
statement under the Securities Act or an appropriate exemption from
registration, or (iii) Affiliate delivers to SmartForce a written
opinion of counsel, reasonably acceptable to SmartForce in form and
substance, that such sale, transfer or other disposition is otherwise
exempt from registration under the Securities Act.
References to, and descriptions of, the Affiliate Agreements as set
forth above in this Item 6 are qualified in their entirety by
reference to the copies of the form of Affiliate Agreement filed as
Exhibit 4 to this Schedule 13D, and are incorporated in this Item 6 in
their entirety where such references and descriptions appear.
References to, and descriptions of, the Merger Agreement and the form
of Voting Agreements as set forth above in this Item 6 are qualified
in their entirety by reference to the copies of the Merger Agreement
and the form of Voting Agreements listed as Exhibits 1 and 2 to this
Schedule 13D, and are incorporated in this Item 6 in their entirety
where such references and descriptions appear.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits to this Statement:
1. Agreement and Plan of Merger, dated as of June 10, 2002, by
and among SmartForce PLC, a company organized under the laws
of the Republic of Ireland ("SmartForce"), Slate Acquisition
Corporation, a Delaware corporation and a wholly-owned
subsidiary of SmartForce, and SkillSoft Corporation, a
Delaware corporation.
2. SmartForce Option Agreement, dated as of June 10, 2002, by and
between SmartForce PLC, a company organized under the laws of
the Republic of Ireland, and SkillSoft Corporation, a Delaware
corporation.
3. Form of SkillSoft Stockholder Voting Agreement, dated as of
June 10, 2002, by and between SmartForce PLC, a company
organized under the laws of the Republic of Ireland, and
certain stockholders of SkillSoft Corporation set forth on
Schedule B hereto.
4. Form of SkillSoft Affiliate Agreement, dated as of June 10,
2002, by and between SmartForce PLC, a company organized under
the laws of the Republic of Ireland, and certain stockholders
of SkillSoft Corporation.
SCHEDULE 13D
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CUSIP No. 83066P101 Page 9 of 10 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SMARTFORCE PUBLIC LIMITED COMPANY
June 14, 2002
-------------------------------------------
(Date)
/s/ Gregory M. Priest
-------------------------------------------
(Signature)
Gregory M. Priest
Chairman, President and CEO
-------------------------------------------
(Name/Title)
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF SMARTFORCE PUBLIC LIMITED COMPANY
The following table sets forth the name, business address and present
principal occupation or employment of each executive officer and director of
SmartForce. Except as otherwise indicated below, the business address of each
person set forth on this Schedule A is: c/o SmartForce PLC, 900 Chesapeake
Drive, Redwood City, CA 94063.
Name and Business Address Title and Present Principal Occupation
------------------------------------------ ----------------------------------------------------
Gregory M. Priest Chairman, Chief Executive Officer and President
Jeffrey N. Newton Chief Customer Officer
Colm M. Darcy* Executive Vice President, Research and Development
Ronald C. Conway Founder and Managing Partner, Angel Investors, L.P.
Angel Investors, L.P.
76 Adam Way
Atherton, CA 94027
John M. Grillos Chief Executive Officer, meVC Draper Fisher Jurvetson
meVC Draper Fisher Jurvetson Fund I Fund I
400 Seaport Court, #105
Redwood City, CA 94063
Patrick J. McDonagh* Chairman, Riverdeep Group PLC
Riverdeep Interactive Learning Ltd.
Styne House
3/rd/ Floor
Upper Hatch Street
Dublin 2
Ireland
James S. Kryzwicki Senior Vice President and General Manager, Enterprise
Divine, Inc. Content, Divine, Inc.
1301 North Elston Avenue
Chicago, IL 60622
Ferdinand von-Prondzynski* President, Dublin City University
Dublin City University
Dublin 9
Ireland
* Citizen of Ireland
SCHEDULE B
STOCKHOLDERS PARTY TO A VOTING AGREEMENT
WITH SMARTFORCE PUBLIC LIMITED COMPANY
The following table sets forth the name and present principal occupation or
employment of each Stockholder of SkillSoft that has entered into the Voting
Agreement with SmartForce in connection with the Merger Agreement, and the
aggregate number of shares of SkillSoft Common Stock owned by each such
Stockholder as of June 10, 2002. Except as otherwise indicated below, the
business address of each Stockholder set forth on this Schedule B is: c/o
SkillSoft Corporation, 20 Industrial Park Drive, Nashua, New Hampshire 03062.
--------------------------------------------------------------------------------------------------------------------
Name and Business Address Present Principal Occupation or Shares of SkillSoft
of SkillSoft Directors Employment Owned
--------------------------------------------------------------------------------------------------------------------
Charles E. Moran Chairman of the Board, Chief Executive
Officer and President of SkillSoft 410,459
Corporation
--------------------------------------------------------------------------------------------------------------------
Stewart K.P. Gross Managing Director and Member of Warburg 0
Warburg, Pincus Ventures, L.P. Pincus LLC
466 Lexington Avenue, 10/th/ Floor
New York, New York 10017-3147
--------------------------------------------------------------------------------------------------------------------
C. Samantha Chen Managing Director and Member of Warburg 0
Warburg, Pincus Ventures, L.P. Pincus LLC
466 Lexington Avenue, 10/th/ Floor
New York, New York 10017-3147
--------------------------------------------------------------------------------------------------------------------
James Adkisson
Partner at Growth Resources International 144,830
--------------------------------------------------------------------------------------------------------------------
William T. Coleman III Chairman of the Board and Chief Executive 0
BEA Systems, Inc. Officer of BEA Systems, Inc.
2315 North First Street
San Jose, California 95131
--------------------------------------------------------------------------------------------------------------------
John J. Neuhauser Dean of the Faculty and Academic Vice 0
Boston College President of Boston College
84 College Road
Chestnut Hill, Massachusetts 02467
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Name and Business Address Present Principal Occupation or Shares of SkillSoft
of SkillSoft Executive Officers Who Employment Owned
Are Not SkillSoft Directors
--------------------------------------------------------------------------------------------------------------------
Thomas J. McDonald Chief Financial Officer, Vice President,
Operations, Treasurer and Secretary 137,541
--------------------------------------------------------------------------------------------------------------------
Mark A. Townsend Vice President, Product Development 323,333
--------------------------------------------------------------------------------------------------------------------
Jerald A. Nine, Jr. Executive Vice President, Sales and 290,000
Marketing and General Manager, Books
Division
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Name and Business Address
of Other SkillSoft Stockholders
--------------------------------------------------------------------------------------------------------------------
Warburg, Pincus Ventures, L.P. Principal Business: Venture Capital Firm 5,609,524
(Delaware limited partnership),
Warburg, Pincus & Co. (New York
general partnership), Warburg
Pincus LLC (New York limited
liability company)
466 Lexington Avenue, 10/th/ Floor
New York, New York 10017-3147
--------------------------------------------------------------------------------------------------------------------
-2-
Exhibit Index
1. Agreement and Plan of Merger, dated as of June 10, 2002, by and among
SmartForce PLC, a company organized under the laws of the Republic of
Ireland ("SmartForce"), Slate Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of SmartForce, and SkillSoft
Corporation, a Delaware corporation.
2. SmartForce Agreement, dated as of June 10, 2002, by and between SmartForce
PLC, a company organized under the laws of the Republic of Ireland, and
SkillSoft Corporation, a Delaware corporation.
3. Form of SkillSoft Stockholder Voting Agreement, dated as of June 10,
2002, by and between SmartForce PLC, a company organized under the laws
of the Republic of Ireland, and certain stockholders of SkillSoft
Corporation set forth on Schedule B hereto.
4. Form of SkillSoft Affiliate Agreement, dated as of June 10, 2002, by
and between SmartForce PLC, a company organized under the laws of the
Republic of Ireland, and certain stockholders of SkillSoft Corporation.
-3-