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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
June 18, 1999
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)
900 Chesapeake Drive
Redwood City, California 94063
(Address of principal executive offices)
Registrant's telephone number, including area code: (650) 817-5900
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 June 18, 1999, CBT Group PLC, a public limited company organized
under the laws of the Republic of Ireland ("CBT"), closed its acquisition of
Knowledge Well Group Limited and Knowledge Well Limited, two private companies
formed under the laws of Ireland (collectively, "Knowledge Well"), pursuant to
the terms of a Share Purchase Agreement, dated as of November 30, 1998 as
amended and restated as of March 30, 1999 (the "Share Purchase Agreement"),
among CBT, Knowledge Well and the shareholders of Knowledge Well (the "Share
Exchange").
To effect the acquisition, CBT is issuing CBT Ordinary Shares to the
shareholders of Knowledge Well in exchange for their ordinary shares of
Knowledge Well. In addition, CBT has assumed the obligations of Knowledge Well
under all outstanding options to purchase ordinary shares of Knowledge Well such
that all such options are exercisable for CBT Ordinary Shares. As a result, CBT
is issuing to the shareholders of Knowledge Well an aggregate of 4,375,574 CBT
Ordinary Shares (each represented by one American Depositary Share). If all
assumed options vest and are exercised, CBT will issue to the option holders of
Knowledge Well an additional 461,635 CBT Ordinary Shares (each represented by
one American Depositary Share) in exchange for payment by the option holders of
the aggregate option exercise price. As a result, CBT could issue a total of as
many as 4,837,209 shares in connection with the Share Exchange. The number of
CBT Ordinary Shares issuable in exchange for each Knowledge Well ordinary share
(the "Exchange Ratio") was equal to the quotient obtained by dividing (x)
4,837,209 by (y) the sum of (1) the total number of Knowledge Well ordinary
shares in issue immediately prior to the closing of transaction plus (2) the
total number of shares of Knowledge Well of any class issuable upon exercise of
all options, warrants and similar rights outstanding immediately prior to the
closing of the Share Exchange.
In connection with the Share Exchange, CBT deposited 402,000 of the CBT
Ordinary Shares (the "Escrow Shares") into an escrow fund to secure the
obligations of Knowledge Well's shareholders to indemnify CBT for any damages,
including reasonable attorneys' fees and expenses, resulting from any breach of
their representations and warranties under the Share Purchase Agreement. Subject
to certain conditions, the liability of the shareholders of Knowledge Well under
this indemnity, other than for damages caused by any breach of or inaccuracy in
any representations or warranties relating to taxes, will end two years from the
closing date. The liability of the shareholders of Knowledge Well under this
indemnity for damages caused by any breach of or inaccuracy in any
representations or warranties relating to taxes will end six years from the
closing date. In no event will any shareholder be liable under this indemnity or
any other theory of liability for damages in connection with the Share Exchange
for an amount greater than the lesser of (1) such shareholder's pro rata share
of the acquisition price or (2) such shareholder's pro rata share of the damages
suffered by CBT.
CBT has agreed to use its reasonable best efforts to cause the CBT
Ordinary Shares to be registered under The Securities Act of 1933, as amended,
and has agreed to prepare and file with the Securities and Exchange Commission
(the "SEC") a registration statement covering all of such CBT Ordinary Shares
within 30 days after the closing to permit the resale of all of such CBT
Ordinary Shares. CBT has further agreed to maintain the effectiveness of the
registration statement for two years following the closing.
Certain shareholders of Knowledge Well have agreed from the closing
until October 1, 1999 not to dispose of any CBT Ordinary Shares without the
prior written consent of the members of CBT's board of directors who are not
former shareholders of Knowledge Well. Additionally, these individuals have
agreed from October 1, 1999 to October 1, 2000 not to dispose of more than 50%
of these CBT Ordinary Shares without the prior written consent of the members of
CBT's board of directors who are not former shareholders of Knowledge Well.
William G. McCabe is a former Chief Executive Officer and the current
Chairman of CBT's board of directors and is also the founder and a former member
of the board of each of Knowledge Well Limited and Knowledge Well Group Limited.
Immediately prior to the closing of the Share Exchange, Mr. McCabe beneficially
owned approximately 69.0% (on a fully diluted basis) of Knowledge Well.
Gregory M. Priest is CBT's former Vice President, Finance and Chief
Financial Officer and its current President and Chief Executive Officer and a
member of its board of directors. At the time the Share Purchase Agreement was
originally executed, Mr. Priest was the President and Chief Executive Officer
and a member of the board of each of Knowledge Well Limited and Knowledge Well
Group Limited. Immediately prior to the closing of the Share Exchange, Mr.
Priest beneficially owned approximately 9.7% of Knowledge Well (on a fully
diluted basis).
John M. Grillos, CBT's current Chief Operating Officer and a member of
its board of directors, owned approximately 0.9% of Knowledge Well (on a fully
diluted basis). In addition, ITech Partners L.P., a venture capital limited
partnership of which Mr. Grillos serves as the sole general partner, owned
approximately 0.7% of Knowledge Well (on a fully diluted basis).
The foregoing individuals did not participate in CBT's decision making
process with respect to approval of the Share Exchange.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of the Business Acquired
The financial statements of the acquired business will be filed
by the Registrant as an amendment to this Form 8-K as soon as practicable, but,
in any event, not later than sixty days after the date hereof.
(b) Pro Forma Financial Information
The pro forma financial information relative to the acquired
business will be filed by the Registrant as amendment to this Form 8-K as soon
as practicable, but, in any event, not later than sixty days after the date
hereof.
(c) Exhibits
2.1 Amended and Restated Share Purchase Agreement, dated
March 30, 1999, by and among CBT Group PLC, Knowledge
Well Limited, Knowledge Well Group Limited
(collectively "Knowledge Well"), and the shareholders
of Knowledge Well (the "Shareholders").
2.2 Amended and Restated Declaration of Registration
Rights, dated March 30, 1999, by CBT Group PLC.
2.3 Amended and Restated Escrow Agreement, dated March 30,
1999, by and among CBT Group PLC, the Shareholders,
Jack Hayes, U.S. Bank Trust National Association, and
Gethin Taylor, as representative of the Shareholders.
2.4 Restricted Deposit Agreement (B), dated as of June 8,
1999, among CBT Group PLC, The Bank of New York, and
the Owners and Beneficial Owners of Restricted American
Depositary Receipts.
99.1 Press Release of CBT Group PLC announcing the
completion of the Share Exchange, dated June 24, 1999.
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: July 2, 1999 CBT GROUP PLC
/s/ Gregory M. Priest
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Gregory M. Priest
President and Chief Executive Officer
CBT GROUP PLC
EXHIBIT INDEX TO FORM 8-K
Dated July 2, 1999
Exhibit
2.1 Amended and Restated Share Purchase Agreement, dated March 30, 1999,
by and among CBT Group PLC, Knowledge Well Limited, Knowledge Well
Group Limited (collectively "Knowledge Well"), and the shareholders of
Knowledge Well (the "Shareholders").
2.2 Amended and Restated Declaration of Registration Rights, dated March
30, 1999, by CBT Group PLC.
2.3 Amended and Restated Escrow Agreement, dated March 30, 1999, by and
among CBT Group PLC, the Shareholders, Jack Hayes, U.S. Bank Trust
National Association, and Gethin Taylor, as representative of the
Shareholders.
2.4 Restricted Deposit Agreement (B), dated as of June 8, 1999, among CBT
Group PLC, The Bank of New York, and the Owners and Beneficial Owners
of Restricted American Depositary Receipts.
99.1 Press Release of CBT Group PLC announcing the completion of the Share
Exchange, dated June 24, 1999.