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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
April 2, 2002
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Date of Report (date of earliest event reported - January 16, 2002)
SMARTFORCE PUBLIC LIMITED COMPANY
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(Exact name of Registrant as specified in its charter)
Republic of Ireland 0-25674 Not Applicable
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
900 Chesapeake Drive
Redwood City, California 94063
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(Address of principal executive offices, including zip code)
(650) 817-5900
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On April 2, 2002, SmartForce Public Limited Company ("SmartForce")
announced that SmartForce and Centra Software Inc. ("Centra") have mutually
agreed to terminate the Agreement and Plan of Merger among SmartForce, Atlantic
Acquisition Corp., a wholly-owned subsidiary of SmartForce ("Merger Sub"), and
Centra, dated as of January 16, 2002.
Pursuant to the Termination Agreement, dated as of April 2, 2002, the
Merger Agreement was terminated immediately. A copy of the Press Release issued
April 2, 2002 and the Termination Agreement are attached as exhibits hereto.
Item 7. Exhibits.
(a) [Not applicable.]
(b) [Not applicable.]
(c) Exhibits. The following exhibits are being filed herewith.
Exhibit
Number Description
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99.1 Press Release, dated April 2, 2002, announcing
the termination of the Agreement and Plan of Merger among
SmartForce, Centra and Merger Sub
99.2 Termination Agreement, dated as of April 2, 2002, by and
among SmartForce, Merger Sub and Centra.
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: April 7, 2002 By: /s/ Gregory M. Priest
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Gregory M. Priest
President and Chief Executive Officer
SMARTFORCE PLC
EXHIBIT INDEX TO FORM 8-K
Exhibit
Number Description
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99.1 Press Release, dated April 2, 2002, announcing
the termination of the Agreement and Plan of Merger among
SmartForce, Centra and Merger Sub
99.2 Termination Agreement, dated as of April 2, 2002, by and
among SmartForce, Merger Sub and Centra.