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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
MAY 29, 1998
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Date of Report (date of earliest event reported)
CBT GROUP 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 of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
1005 HAMILTON COURT
MENLO PARK, CALIFORNIA 94025
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (650) 614-5900
N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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On May 29, 1998, CBT Group PLC, a public limited company organized under
the laws of the Republic of Ireland ("CBT"), completed its acquisition of The
ForeFront Group, Inc., a Delaware corporation ("ForeFront"), pursuant to the
terms of an Agreement and Plan of Reorganization, dated as of March 16, 1998
(the "Reorganization Agreement"), among CBT, ForeFront and Rockets Acquisition
Corp., a wholly owned subsidiary of CBT ("Merger Sub").
Pursuant to the terms of the Reorganization Agreement, Merger Sub merged
with and into ForeFront and ForeFront became a wholly owned subsidiary of CBT.
In addition, each issued and outstanding share of ForeFront Common Stock (other
than shares owned by CBT, ForeFront, Merger Sub or any direct or indirect wholly
owned subsidiary of CBT or ForeFront) was converted into the right to receive
0.3137 American Depositary Shares ("ADSs") of CBT (the "Exchange Ratio") and
each outstanding option, warrant or other right to acquire ForeFront Common
Stock was assumed by CBT and became an equivalent right with respect to CBT
ADSs, on the same terms as the original option, warrant or right, adjusted to
reflect the Exchange Ratio. CBT issued approximately 2.2 million CBT ADSs in the
Merger and assumed options, warrants and other rights to acquire ForeFront
Common Stock that can be exercised for approximately 1.0 million CBT ADSs.
The Exchange Ratio was determined through negotiations between the
managements of CBT and ForeFront, and was approved by their respective boards of
directors on March 16, 1998. ForeFront stockholders approved the Merger on May
28, 1998.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
2.1 Agreement and Plan of Reorganization, dated as of March
16, 1998, among CBT Group PLC, Rockets Acquisition Corp.
and The ForeFront Group, Inc. (Incorporated by reference
to Exhibit 2.1 to CBT's Registration Statement on
Form S-4 (File No. 333-51159) (the "Form S-4"))
2.2 Form of Voting Agreement (Incorporated by reference to
Exhibit 2.2 to the Form S-4)
2.3 Form of ForeFront Affiliate Agreement (Incorporated by
reference to Exhibit 2.3 to the Form S-4)
2.4 Form of Certificate of Merger (Incorporated by reference
to Exhibit 2.4 to the Form S-4)
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: June 12, 1998 CBT GROUP PLC
/s/ Richard Y. Okumoto
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Richard Y. Okumoto
Vice President, Finance and
Chief Financial Officer
CBT GROUP PLC
EXHIBIT INDEX TO FORM 8-K
Dated June 12, 1998
Exhibit
2.1 Agreement and Plan of Reorganization, dated as of March 16, 1998,
among CBT Group PLC, Rockets Acquisition Corp. and The ForeFront
Group, Inc. (Incorporated by reference to Exhibit 2.1 to CBT's
Registration Statement on Form S-4 (File No. 333-51159))
2.2 Form of Voting Agreement (Incorporated by reference to Exhibit 2.2 to
CBT's Registration Statement on Form S-4 (File No. 333-51159))
2.3 Form of ForeFront Affiliate Agreement (Incorporated by reference to
Exhibit 2.3 to CBT's Registration Statement on Form S-4 (File No. 333-
51159))
2.4 Form of Certificate of Merger (Incorporated by reference to Exhibit
2.4 to CBT's Registration Statement on Form S-4 (File No. 333-51159))