sv8
As filed with the Securities and Exchange Commission on November 21, 2006
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
(Exact Name of Registrant as Specified in Its Charter)
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Republic of Ireland
(State or Other Jurisdiction of Incorporation
or Organization)
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Not Applicable
(I.R.S. Employer
Identification No.) |
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107 Northeastern Boulevard
Nashua, New Hampshire
(Address of Principal Executive Offices)
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03062
(Zip Code) |
2002 Share Option Plan
(Full Title of the Plan)
Charles E. Moran
President and Chief Executive Officer
SkillSoft Public Limited Company
107 Northeastern Boulevard
Nashua, New Hampshire 03062
(Name and Address of Agent For Service)
(603) 324-3000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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| Title of Each Class of |
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Amount to be |
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Offering Price Per |
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Aggregate |
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Amount of |
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Registered (2) |
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Share |
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Offering Price |
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Registration Fee |
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Ordinary Shares
issuable under the
2002 Share Option
Plan (1) |
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1,400,000 |
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$5.88(3) |
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$8,232,000(3) |
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$881 |
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Each Ordinary Share is represented by one of the Registrant’s American Depositary Shares. |
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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. |
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c)
and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high
and low prices of the Registrant’s American Depositary Shares as reported on the Nasdaq
National Market on November 14, 2006. |
TABLE OF CONTENTS
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is filed to register the offer and sale of an
additional 1,400,000 shares of the Registrant’s ordinary shares, Euro 0.11 par value per share, to
be issued under the Registrant’s 2002 Share Option Plan. Each ordinary share is represented by one
of the Registrant’s American Depositary Shares. This registration statement incorporates by
reference the registration statement on Form S-8, File No. 333-133292 (filed with the Securities
and Exchange Commission on April 13, 2006).
Item 5. Interests of Named Experts and Counsel.
Maples and Calder, Solicitors has opined as to the legality of the securities being offered by
this registration statement. Jennifer Caldwell, a partner of Maples and Calder, Solicitors, serves
as Secretary to the Registrant.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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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 this 21st day of
November, 2006.
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SKILLSOFT PUBLIC LIMITED COMPANY
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By: |
/s/ Charles E. Moran
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Charles E. Moran |
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President and Chief Executive Officer |
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of SkillSoft Public Limited Company, hereby
severally constitute and appoint Charles E. Moran, Thomas J. McDonald 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 on Form S-8 filed herewith and any and all subsequent amendments to said registration
statement, and generally to do all such things in our names and on our behalf 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, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Title |
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/s/ Charles E. Moran
Charles E. Moran
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President, Chief
Executive Officer
and Director
(Principal executive
officer)
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November 21, 2006 |
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/s/ Thomas J. McDonald
Thomas J. McDonald
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Chief Financial
Officer
(Principal
financial officer)
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November 21, 2006 |
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/s/
Anthony Amato
Anthony Amato
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Chief Accounting
Officer
(Principal
accounting officer)
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November 21, 2006 |
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/s/ P. Howard Edelstein
P. Howard Edelstein
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Director
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November 21, 2006 |
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/s/ Stewart K.P. Gross
Stewart K.P. Gross
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Director
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November 21, 2006 |
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/s/ James S. Krzywicki
James S. Krzywicki
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Director
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November 21, 2006 |
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/s/ William F. Meagher, Jr.
William F. Meagher, Jr.
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Director
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November 21, 2006 |
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/s/ Ferdinand von Prondzynski
Ferdinand von Prondzynski
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Director
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November 21, 2006 |
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INDEX TO EXHIBITS
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| Number |
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Description |
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5.1
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Opinion of Maples and Calder, Solicitors |
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23.1
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Consent of Maples and Calder, Solicitors (included in Exhibit 5.1) |
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23.2
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Consent of Ernst & Young LLP |
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24
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Power of attorney (included on the signature pages of this
registration statement) |