As filed with the Securities and Exchange Commission on September 10, 1999
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 Number)
incorporation or organization)
_______________________
900 Chesapeake Drive
Redwood City, California 94063
(Address, including zip code, of Registrant's principal executive offices)
________________________
1994 SHARE OPTION PLAN
1995 EMPLOYEE SHARE PURCHASE PLAN
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
=========================================================================================================================
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
- -------------------------------------------------------------------------------------------------------------------------
Ordinary Shares issuable upon exercise of 2,000,000 $ 25.125(1) $ 50,250,000 $ 13,969
outstanding options under the 1994 Share
Option Plan................................
Ordinary Shares issuable upon exercise of 1,000,000 $ 21.52(2) $ 21,520,000 $ 5,983
outstanding options under the 1995
Employee Share Purchase Plan...............
=========================================================================================================================
TOTAL.................................. 3,000,000 $ 71,770,000 $ 19,952
=========================================================================================================================
(1) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee based on the closing price of the Registrant's
American Depository Shares on the Nasdaq National Market on September
8, 1999.
(2) The exercise price of $ 21.52 per share is 85% of the average of the
high and low prices for the Registrant's American Depositary Shares on
the Nasdaq National Market on September 8, 1999, computed in
accordance with Rule 457(h) under the Securities Act of 1933. Pursuant
to the 1995 Employee Share Purchase Plan, shares are sold at 85% of
the lesser of the fair market value of such shares on the enrollment
date or on the exercise date. Each Ordinary Share is represented by
one American Depositary Share.
The Company hereby incorporates by reference in this Registration Statement the
contents of the Company's earlier Registration Statements on Form S-8 (File Nos.
333-83927, 333-68499, 333-957031, 333-35745, 333-25245, 333-06409, 333-504, and
33-94300)
EXHIBIT INDEX
Exhibit Number Document
-------------- -----------------------------------------------------------
5.1 Opinion of Binchys, Solicitors with respect to the
securities being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of Binchys, Solicitors (contained in Exhibit 5.1).
23.3 Consent of Arthur Andersen.
24.1 Power of Attorney (See Signatures).
-2-
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 7/th/ day
of September, 1999.
CBT GROUP PUBLIC LIMITED COMPANY
By: /s/ Gregory M. Priest
--------------------------------
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
- ---------------------------------------------- ---------------------------------------------- --------------------
/s/ William G. McCabe Chairman of the Board September 7, 1999
- ----------------------------------------------
William G. McCabe
/s/ Gregory M. Priest President, Chief Executive Officer (Principal September 7, 1999
- ----------------------------------------------
Gregory M. Priest Executive Officer) and Director
/s/ John Grillos Executive Vice President, Chief Operating September 7, 1999
- ----------------------------------------------
John Grillos Officer and Director
/s/ David C. Drummond Executive Vice President, Finance and Chief September 7, 1999
- ----------------------------------------------
David C. Drummond Financial Officer (principal financial officer)
/s/ John P. Hayes Vice President Finance (principal accounting September 7, 1999
- ----------------------------------------------
John P. Hayes officer) and Director
/s/ Patrick J. McDonagh Director September 7, 1999
- ----------------------------------------------
Patrick J. McDonagh
/s/ James S. Krzywicki Director September 7, 1999
- ----------------------------------------------
James S. Krzywicki
-3-