As filed with the Securities and Exchange Commission on December 7, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CBT GROUP PUBLIC LIMITED COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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REPUBLIC OF IRELAND 7372 N/A
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
900 CHESAPEAKE DRIVE
REDWOOD CITY, CALIFORNIA 94063
(650) 817-5900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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AMENDED AND RESTATED 1994 SHARE OPTION PLAN
(FULL TITLE OF THE PLAN)
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ELIZABETH K. ROEMER
VICE PRESIDENT AND GENERAL COUNSEL
CBT GROUP PLC
900 CHESAPEAKE DRIVE
REDWOOD CITY, CALIFORNIA 94063
(650) 817-5900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copy to:
ALAN K. AUSTIN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT
OF SECURITIES TO TO BE PRICE MAXIMUM REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
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Ordinary Shares, nominal value IR9.375p
per share, with attached Subscription
Rights.................................. 1,000,000 shares $9.81 $ 9,812,500 $2,728
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TOTAL 1,000,000 shares $9.81 $ 9,812,500 (2) $2,728
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(1) Each Ordinary Share issued will have attached thereto one Subscription
Right.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of
the high and low prices for the Registrant's American Depositary Shares on
the Nasdaq National Market on December 2, 1998. The value attributable to
the Subscription Rights is reflected in the price of the American
Depositary Shares. Each Ordinary Share is represented by one American
Depositary Share.
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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
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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 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 Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998.
(d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1998.
(e) The Company's Current Report on Form 8-K dated June 12, 1998.
(f) The Company's Current Report on Form 8-K dated September 29, 1998.
(g) The Company's Current Report on Form 8-K dated October 1, 1998.
(h) The Company's Current Report on Form 8-K dated October 5, 1998.
(i) 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.
(j) The description of the Company's Subscription Rights contained in the
Company's Registration Statement on Form 8-A filed on October 5, 1998.
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
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Exhibit
Number Document
- ------ --------
4.1 CBT Group PLC Amended and Restated 1994 Share 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)
-2-
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
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.
-3-
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 Redwood City, State of California, on this 4th day of
December, 1998.
CBT GROUP PUBLIC LIMITED COMPANY
By: /s/ Gregory M. Priest
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Gregory M. Priest, Director and
Member of Management Committee
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gregory M. Priest 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 attorney-in-fact and agent 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 attorney-in-fact and agent
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 Director (Co-Principal December 4, 1998
- ----------------------------------- Executive Officer)
William G. McCabe
/s/ John P. Hayes Group Financial December 4, 1998
- ----------------------------------- Controller (Principal
John P. Hayes Financial and Accounting
Officer) and Director
/s/ Gregory M. Priest Director (Co-Principal December 4, 1998
- ----------------------------------- Executive Officer)
Gregory M. Priest
/s/ Patrick J. McDonagh Director December 4, 1998
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Patrick J. McDonagh
/s/ John Grillos Director (Co-Principal December 4, 1998
- ----------------------------------- Executive Officer)
John Grillos
/s/ James Krzywicki Director December 4, 1998
- -----------------------------------
James Krzywicki
INDEX TO EXHIBITS
Exhibit
Number Document
4.1 CBT Group PLC Amended and Restated 1994 Share 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)