SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 02549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 16, 2002
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CENTRA SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-27861 04-3268918
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
430 Bedford Street, Lexington, Massachusetts 02420
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 861-7000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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On January 16, 2002, Centra Software, Inc. (the "Company") entered
into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement")
by and among the Company, SmartForce PLC, a company organized under the laws of
Ireland ("SmartForce"), and Atlantic Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of SmartForce ("Merger Sub"). Pursuant to the
Merger Agreement, Merger Sub will be merged with and into the Company with the
Company continuing as the surviving corporation and a wholly-owned subsidiary of
SmartForce (the "Merger"). As a result of the Merger, each issued and
outstanding share of common stock, par value $0.001 per share, of the Company
("Company Common Stock") will be automatically converted into the right to
receive 0.425 (the "Exchange Ratio") of a validly issued, fully paid and
nonassessable SmartForce American Depositary Share ("ADS"). In addition,
SmartForce will assume all options or other rights to purchase capital stock of
the Company outstanding under the Company's existing stock option plans, other
than the Company's employee stock purchase plan which shall be terminated
immediately prior to the closing of the Merger, and each such option or other
right to purchase capital stock of the Company will be or will later become
exercisable for SmartForce ADSs rather than shares of Company Common Stock, in a
number adjusted to reflect the Exchange Ratio, and at an exercise price adjusted
to reflect the Exchange Ratio. In connection with the Merger Agreement,
stockholders of the Company holding approximately 12% of the outstanding Company
Common Stock have entered into Voting Agreements with SmartForce (the "Voting
Agreements") in which they have agreed to vote in favor of the Merger. The
consummation of the Merger is subject to the approval of the stockholders of the
Company and SmartForce, receipt of necessary approvals under United States and
applicable foreign antitrust laws, SEC clearance and other customary closing
conditions. The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended.
The foregoing is not a description of all of the material terms of the
Merger. You should read the Merger Agreement for a more complete understanding
of the transaction. A copy of the Merger Agreement is attached as Exhibit 2.1 to
this Current Report on Form 8-K and is incorporated herein by reference. A copy
of the form of the Voting Agreements is attached as Exhibit A-2 to the Merger
Agreement.
Item 7. Financial Statements and Exhibits.
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(a) Not Applicable
(b) Not Applicable
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(c) Exhibits
Number Title
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
January 16, 2002, by and among SmartForce PLC, a company
organized under the laws of the Republic of Ireland,
Atlantic Acquisition Corp., a Delaware corporation and
direct wholly-owned subsidiary of SmartForce PLC, and Centra
Software, Inc., a Delaware corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CENTRA SOFTWARE, INC.
Dated: January 22, 2002 By: /s/ Stephen A. Johnson
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Stephen A. Johnson
Chief Financial Officer,
Treasurer and Secretary
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EXHIBIT INDEX
Number Title
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
January 16, 2002, by and among SmartForce PLC, a company
organized under the laws of the Republic of Ireland,
Atlantic Acquisition Corp., a Delaware corporation and
direct wholly-owned subsidiary of SmartForce PLC, and Centra
Software, Inc., a Delaware corporation.
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