SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A
AMENDMENT NO. 3
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, 2003
[ ] 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 [ ] No [X]
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. [__]
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 June 28, 2002 was $173,566,073.
On April 11, 2003, the registrant had outstanding 99,608,695 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. 3 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 29, 2003, as amended on May 23, 2003 and June 2, 2003, for the purpose
of amending the following item: Item 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
TABLE OF CONTENTS
PAGE
----
PART IV
ITEM 15. Exhibits, Financial Statements Schedules and Reports on Form 8-K...... 1
Signatures...................................................................... 2
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits
1. Exhibits. The Exhibits listed in the Exhibit Index immediately
preceding such Exhibits are filed as part of and incorporated by reference to
this Form 10-K.
(b) Reports on Form 8-K.
We previously disclosed the following Current Reports on Form 8-K in our
Quarterly Report on Form 10-Q for the quarter ended October 31, 2002:
On November 14, 2002, we filed a Current Report on Form 8-K dated
September 4, 2002 that reported under Item 5 the amendment of certain deposit
agreements with The Bank of New York.
On November 18, 2002, we filed a Current Report on Form 8-K dated June 10,
2002 that reported under Item 5 amendments to our Declaration of Subscription
Rights.
On November 20, 2002, we filed a Current Report on Form 8-K dated November
19, 2002 that reported under Item 5 our intent to restate certain historical
financial statements of SmartForce PLC.
1
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: September 22, 2003
2
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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 From 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.
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 by 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)).
10.3** 1995 Employee Share Purchase Plan (Incorporated by reference to
exhibit 10.3 to SkillSoft PLC's Quarterly Report on From 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
3
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.
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.
10.16*** Employment Agreement dated January 12, 1998 between SkillSoft
Corporation and Thomas J. McDonald.
10.17*** Employment Agreement effective September 6, 2002 between SkillSoft
PLC and Colm Darcy.
10.18**** Lease dated February 18, 1998, as amended, between SkillSoft
Corporation and Five N Associates.
10.19**** Fifth Supplemental Agreement dated November 26, 2001 to the Lease
between SkillSoft Corporation and Five N Associates.
10.20**** Lease dated May 25, 2001 between 1987 Tamposi Limited Partnership
and SkillSoft Corporation.
21.1**** List of Significant Subsidiaries
23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2**** Information Regarding Consent of Arthur Andersen LLP.
31.1* Certification of SkillSoft PLC's CEO pursuant to Rule 13a-14 under
the Securities Exchange Act of 1934.
31.2* Certification of SkillSoft PLC's CFO pursuant to Rule 13a-14 under
the Securities Exchange Act of 1934.
32.1**** Certification of SkillSoft PLC's CEO pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002. (Previously filed as Exhibit 99.1 to SkillSoft PLC's
4
Amendment No. 1 to Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on May 23, 2003.)
32.2**** Certification of SkillSoft PLC's CFO pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002. (Previously filed as Exhibit 99.1 to SkillSoft PLC's
Amendment No. 1 to Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on May 23, 2003.)
----------
* 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.
*** 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 and
is filed herewith.
**** Previously filed.
5