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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2001
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SKILLSOFT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 02-0496115
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
SKILLSOFT CORPORATION
20 INDUSTRIAL PARK DRIVE
NASHUA, NEW HAMPSHIRE 03062
(603) 324-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHARLES E. MORAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
20 INDUSTRIAL PARK DRIVE
NASHUA, NEW HAMPSHIRE 03062
(603) 324-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
PATRICK J. RONDEAU, ESQ. LAWRENCE D. LEVIN, ESQ.
HALE AND DORR LLP ADAM R. KLEIN, ESQ.
60 STATE STREET KATTEN MUCHIN ZAVIS
BOSTON, MASSACHUSETTS 02109 525 WEST MONROE STREET, SUITE 1600
TELEPHONE: (617) 526-6000 CHICAGO, ILLINOIS 60661
FACSIMILE: (617) 526-5000 TELEPHONE: (312) 902-5200
FACSIMILE: (312) 902-1061
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-61626
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
The Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933.
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE (1) REGISTRATION FEE
---------------- ------------------ ----------------
Common Stock, $0.001 par value
per share..................... $ 12,075,000 $ 3,019
(1) Estimated solely for purposes of calculating the registration fee
pursuant to 457(a) of the Securities Act of 1933.
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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration
of additional shares of common stock, par value $0.001 per share, of SkillSoft
Corporation, a Delaware corporation, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the earlier effective
registration statement (File No. 333-61626) are incorporated in this
registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Nashua, New Hampshire, on this July 24, 2001.
SkillSoft Corporation
/s/ Charles E. Moran
By:_____________________________
Name: Charles E. Moran
Title: Chairman of the Board, President and
Chief Executive Officer
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.
Signature Title Date
--------- ----- ----
/s/ Charles E. Moran
_____________________ July 24, 2001
Charles E. Moran President, Chief Executive
Officer and Director (Principal
Executive Officer)
*
___________________ July 24, 2001
Thomas J. McDonald Chief Financial Officer (Principal
Financial and Accounting Officer)
*
___________________ Director July 24, 2001
James Adkisson
___________________ Director
C. Samantha Chen
*
___________________ Director July 24, 2001
William T. Coleman III
*
___________________ Director July 24, 2001
Stewart K.P. Gross
*
___________________ Director July 24, 2001
John J. Neuhauser
/s/ Charles E. Moran
*By: ____________________________
Name: Charles E. Moran
Title: Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.1 -- Opinion of Hale and Dorr LLP
23.1 -- Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP
24.1* -- Powers of Attorney
- --------------
* Filed as Exhibit 24.1 to the Registrant's Registration Statement on
Form S-3 (File No. 333-61626) filed with the Commission on May 25,
2001.