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
Date of Report (Date of earliest event reported): March 11, 2009
SkillSoft Public Limited Company
(Exact Name of Registrant as Specified in Charter)
| Republic of Ireland | | 0-25674 | | None |
| (State or Other | | (Commission | | (IRS Employer |
| Jurisdiction of Incorporation) | | File Number) | | Identification No.) |
| 107 Northeastern Boulevard | | |
| Nashua, New Hampshire | | 03062 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (603) 324-3000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On March 16, 2009, SkillSoft Public Limited Company (the “Company”) announced its financial results for the fiscal quarter and fiscal year ended January 31, 2009. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 11, 2009, the Board of Directors (the “Board”) of the Company appointed William J. Boyce as a director of the Company with a term expiring at the 2009 Annual General Meeting of the Company. Currently, Mr. Boyce has not been named to serve on any committee of the Board. In connection with his appointment to the Board, Mr. Boyce received an option to purchase 50,000 ordinary shares of the Company, vesting annually over three years, and will be compensated as a director pursuant to the Company’s compensation policy for non-employee directors, which is described in the Company’s Proxy Statement for the 2008 Annual General Meeting filed with the Securities and Exchange Commission on July 25, 2008.
| | (d) | Exhibits |
| | | |
| | | The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed: |
| | 99.1 | | Press Release dated March 16, 2009 |
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 hereunto duly authorized.
| | | | | |
| | SkillSoft Public Limited Company | |
| Date: March 16, 2009 | By: | /s/ Charles E. Moran | |
| | | Charles E. Moran | |
| | | President and Chief Executive Officer | |
| | | | | |
| Exhibit No. | | Description |
| | 99.1 | | | Press release dated March 16, 2009 |
