As filed with the and Exchange Commission on July 28, 1999
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.
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
900 Chesapeake Drive
Redwood City, California 94063
(Address, including zip code, of Registrant's principal executive offices)
________________________
Gregory M. Priest
President and Chief Executive Officer
CBT Group Public Limited Company
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)
________________________
Copy to:
Alan K. Austin
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
________________________
CALCULATION OF REGISTRATION FEE
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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 issuable upon exercise
of outstanding options under Knowledge
Well Limited 1998 Share
Option Plan................................. 422,889 $ 6.95 /(1)/ $ 2,940,323/(1)/ $ 818/(1)/
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Ordinary Shares issuable upon exercise
of outstanding options under Knowledge
Well Group Limited 1998 Share Option
Plan........................................ 38,756 3.57 /(1)/ 138,436/(1)/ 39/(1)/
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TOTAL................................. 461,645 3,078,759/(1)/ 857/(1)/
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(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 granted and
outstanding.
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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/A for the fiscal year
ended December 31, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999.
(c) The Company's Current Report on Form 8-K/A dated June 18, 1999.
(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
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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
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4.1 Knowledge Well Limited 1998 Share Option Plan and Form
of Agreement.
4.2 Knowledge Well Group Limited 1998 Share Option Plan and
Form of Agreement.
5.1 Opinion of Binchys, Solicitors with respect to the
securities being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of Caplin Meehan.
23.3 Consent of Arthur Andersen.
23.4 Consent of Binchys, Solicitors (contained in Exhibit
5.1).
24.1 Power of Attorney (See page 4).
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
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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.
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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 27th day
of July, 1999.
CBT GROUP PUBLIC LIMITED COMPANY
/s/ Gregory M. Priest
By:__________________________________
Gregory M. Priest
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory M. Priest and David C. Drummond,
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 July 27, 1999
William G. McCabe
/s/ Gregory M. Priest
____________________________________________ President, Chief Executive Officer July 27, 1999
Gregory M. Priest (Principal Executive Officer) and Director
/s/ John Grillos
____________________________________________ Executive Vice President, Chief Operating July 27, 1999
John Grillos Officer and Director
/s/ David C. Drummond
____________________________________________ Executive Vice President, Finance and Chief July 27, 1999
David C. Drummond Financial Officer (Principal Financial
Officer)
/s/ John P. Hayes
____________________________________________ Vice President Finance (Principal Financial July 27, 1999
John P. Hayes Officer) and Director
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/s/ Patrick J. McDonagh
____________________________________________ Director July 27, 1999
Patrick J. McDonagh
/s/ James S. Krzywicki
____________________________________________ Director July 27, 1999
James S. Krzywicki
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INDEX TO EXHIBITS
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Exhibit
Number Document
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4.1 Knowledge Well Limited 1998 Share Option Plan and Form of
Agreement.
4.2 Knowledge Well Group Limited 1998 Share Option Plan and Form
of Agreement.
5.1 Opinion of Binchys, Solicitors with respect to the securities
being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of Caplin Meehan.
23.3 Consent of Arthur Andersen.
23.4 Consent of Binchys, Solicitors (contained in Exhibit 5.1).
24.1 Power of Attorney (See page 4).
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Santa Clara, State of California, on
the 27th day of July, 1999.
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