As filed with the Securities and Exchange Commission on April 16, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CBT GROUP PUBLIC LIMITED COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
REPUBLIC OF IRELAND N.A.
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
CBT GROUP PUBLIC LIMITED COMPANY
1005 HAMILTON COURT
MENLO PARK, CA 94025
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
APPLIED LEARNING LIMITED EXECUTIVE OPTION PLAN
1996 SUPPLEMENTAL STOCK PLAN
(FULL TITLE OF THE PLAN)
GREGORY M. PRIEST, ESQ.
CBT SYSTEMS USA LTD.
1005 HAMILTON COURT
MENLO PARK, CA 94025
(415) 614-5900
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
ALAN K. AUSTIN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Ordinary Shares, nominal value IR37.5p per Share
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Ordinary Shares reserved under the CBT Group 250,000 $96.50/(1)/ $24,125,000.00 $7,310.61
PLC 1996 Supplemental Stock Plan
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Ordinary Shares issuable upon exercise of outstanding 4,479 $51.93/(3)/ $232,549.47 $ 70.47
options under the Applied Learning Limited Executive
Option Plan /(2)/
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TOTAL 254,479 $24,357,549.47 $7,381.09
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(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based
upon the average of the high and low sale prices of the Registrant's
American Depositary Shares ("ADSs") on the Nasdaq National Market on April
14, 1997.
(2) Options to purchase 600,000 ordinary shares of Applied Learning Limited
("ALA") under the ALA Executive Option Plan were assumed by the Registrant
pursuant to the transactions contemplated by that certain Implementation
Deed and Scheme of Arrangement, as amended, among the Registrant, ALA, and
the directors of ALA dated as of November 26, 1996.
(3) With respect to outstanding options to purchase ordinary shares of ALA under
the ALA Executive Option Plan, the Proposed Maximum Offering Price Per Share
is estimated pursuant to Rule 457(h) under which Rule the per share price of
options to purchase stock under an employee stock option plan may be
estimated by reference to the exercise price of such options. On an as-
converted basis to the Registrant's Ordinary Shares, the weighted average
exercise price for the outstanding ALA options is $51.93 per Ordinary Share
of the Registrant, and such options are exercisable for an aggregate of
4,479 Ordinary Shares of the Registrant.
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CBT GROUP PUBLIC LIMITED COMPANY
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents and information previously filed by CBT Group
Public Limited Company (the "Registrant" or "Company") with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K filed March 31, 1997 for
the fiscal year ended December 31, 1996, and the amendment thereto filed on
Form 10-K/A on April 15, 1997.
(b) The description of the Company's Ordinary Shares as contained in the
Company's Report on Form 8-A filed on March 9, 1995 and Amendment No. 1 thereto
on Form 8-A/A filed on April 10, 1995.
(c) The Company's Reports on Form 8-K dated February 28, 1997 and filed
on March 14, 1997, pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. DESCRIPTION OF SECURITIES
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Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Company's Articles of Association authorize the Company to indemnify
the directors and officers of the Company against certain liabilities and
expenses incurred by such persons in connection with claims made by reason of
their being such a director or officer. The Company's subsidiary, CBT
Systems USA Ltd., has entered into indemnification agreements with its directors
and officers and directors and officers of the Company serving at the request of
CBT Systems USA Ltd. The indemnification agreements under certain circumstances
require the Company, among other things, to indemnify such officers and
directors against certain liabilities that may arise by reason of their status
or service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature) and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified. The
Company has obtained directors and officers' insurance providing indemnification
for certain of the Company's directors, officers, affiliates or employees for
certain liabilities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.
Item 8. EXHIBITS
Exhibit
Number Document
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4.1 Applied Learning Limited Executive Option Plan, including form of stock
option agreement thereunder.
4.2* CBT Group PLC 1996 Supplemental Stock Plan.
5.1 Opinion of Binchys, Solicitors with respect to the securities being registered.
23.1 Consent of Ernst & Young, Chartered Accountants.
23.2 Consent of Binchys, Solicitors (contained in Exhibit 5.1).
24.1 Power of Attorney (See Registration Statement Signature Page).
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* Incorporated by reference to Exhibit 10.16 included in the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 as
filed with the Commission on March 31, 1997.
Item 9. UNDERTAKINGS
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemni fication is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
CBT Group Public Limited Company, a corporation organized and existing under the
laws of the Republic of Ireland, 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 Menlo Park, State of
California, on this 14th day of April, 1997.
CBT GROUP PUBLIC LIMITED COMPANY
By: /s/JAMES J. BUCKLEY
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James J. Buckley, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James J. Buckley and Gregory M. Priest, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
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
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/s/WILLIAM G. MCCABE Chairman of the Board April 14, 1997
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William G. McCabe
/s/JAMES J. BUCKLEY President, Chief Executive Officer April 14, 1997
- ---------------------- (Principal Executive Officer) and
James J. Buckley Director
/s/GREGORY M. PRIEST Vice President, Finance, and Chief April 14, 1997
- ---------------------- Financial Officer (Principal Financial
Gregory M. Priest Officer), Director and U.S.
Representative
/s/JOHN P. HAYES Group Financial Controller (Principal April 14, 1997
- ---------------------- Accounting Officer) and Director
John P. Hayes
Director
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John M. Fortune
Director
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Patrick J. McDonagh
/s/JOHN M. GRILLOS Director April 14, 1997
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John M. Grillos
INDEX TO EXHIBITS
Exhibit
Number Document
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4.1 Applied Learning Limited Executive Option Plan, including form of stock
option agreement thereunder.
4.2* CBT Group PLC 1996 Supplemental Stock Plan.
5.1 Opinion of Binchys, Solicitors with respect to the securities being registered.
23.1 Consent of Ernst & Young, Chartered Accountants.
23.2 Consent of Binchys, Solicitors (contained in Exhibit 5.1).
24.1 Power of Attorney (See Registration Statement Signature page).
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* Incorporated by reference to Exhibit 10.16 included in the Registrant'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 31, 1997.