As filed with the Securities and Exchange Commission on June 17, 1998
Registration No. 333-_______
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.
(STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1005 HAMILTON COURT
MENLO PARK, CALIFORNIA 94025
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
----------------------
THE FOREFRONT GROUP, INC. AMENDED AND RESTATED 1992 STOCK OPTION PLAN
THE FOREFRONT GROUP, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
THE FOREFRONT GROUP, INC. 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
----------------------
ELIZABETH K. ROEMER
VICE PRESIDENT AND GENERAL COUNSEL
CBT GROUP PLC
1005 HAMILTON COURT
MENLO PARK, CA 94025
(650) 614-5900
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
----------------------
COPY TO:
ALAN K. AUSTIN
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
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CALCULATION OF REGISTRATION FEE
======================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER SHARE PRICE FEE
- - ----------------------------------------------------------------------------------------------------------------------
Ordinary Shares issuable upon exercise
of outstanding options under The
ForeFront Group, Inc. Amended and
Restated 1992 Stock Option Plan 288,578 $11.64 (1) $ 3,359,048 (1) $ 991 (1)
- - ----------------------------------------------------------------------------------------------------------------------
Ordinary Shares issuable upon exercise
of outstanding options under The
ForeFront Group, Inc. Amended and
Restated 1996 Stock Option Plan 798,780 $16.90 (1) $13,499,382 (1) $3,983 (1)
- - ----------------------------------------------------------------------------------------------------------------------
Ordinary Shares issuable upon exercise
of outstanding options under The
ForeFront Group, Inc. 1996
Non-Employee Directors' Stock Option
Plan 18,822 $15.68 (1) $ 295,129 (1) $ 88 (1)
- - ----------------------------------------------------------------------------------------------------------------------
TOTAL 1,106,180 $17,153,559 $ 5,062 (1)
======================================================================================================================
(1) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee. The proposed maximum offering price represents the
weighted average exercise price per share of the stock options registered
hereunder.
CBT GROUP PUBLIC LIMITED COMPANY
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
- - --------------------------------------------------
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
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 for the fiscal year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998.
(c) The Company's Current Report on Form 8-K dated June 12, 1998.
(d) The description of the Company's Ordinary Shares as contained in the
Company's Registration Statement on Form 8-A filed on March 9, 1995
and Amendment No. 1 thereto on Form 8-A/A filed on April 10, 1995.
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
-------------------------
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
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
-----------------------------------
Not applicable.
Item 8. EXHIBITS
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Exhibit
Number Document
- - --------- ---------------------------------------------------
4.1 The ForeFront Group, Inc. Amended and Restated 1992 Stock Option
Plan
4.2 The ForeFront Group, Inc. 1996 Non-Employee Directors' Stock
Option Plan
4.3 The ForeFront Group, Inc. Amended and Restated 1996 Stock Option
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 Signature Page)
Item 9. UNDERTAKINGS
------------
(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 indemnification 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 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 16 day of
June, 1998.
CBT GROUP PUBLIC LIMITED COMPANY
By: /s/ James J. Buckley
_______________________________
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 Richard Y. Okumoto,
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
--------- ----- ----
/s/ William G. McCabe
- - --------------------------- Chairman of the Board June 16, 1998
William G. McCabe
/s/ James J. Buckley
- - --------------------------- President, Chief Executive June 16, 1998
James J. Buckley Officer (Principal Executive
Officer) and Director
/s/ Richard Y. Okumoto
- - --------------------------- Vice President, Finance, and June 16, 1998
Richard Y. Okumoto Chief Financial Officer
(Principal Financial Officer),
and U.S. Representative
/s/ John P. Hayes
- - --------------------------- Group Financial Controller June 16, 1998
John P. Hayes (Principal Accounting Officer)
and Director
- - --------------------------- Director June ____, 1998
Gregory M. Priest
- - --------------------------- Director June ____, 1998
Patrick J. McDonagh
/s/ John Grillos
- - --------------------------- Director June 16, 1998
John Grillos
INDEX TO EXHIBITS
-----------------
Exhibit
Number Document
- - --------- ---------------------------------------------------
4.1 The ForeFront Group, Inc. Amended and Restated 1992 Stock Option
Plan
4.2 The ForeFront Group, Inc. 1996 Non-Employee Directors' Stock
Option Plan
4.3 The ForeFront Group, Inc. Amended and Restated 1996 Stock Option
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 Signature Page)