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): April 2, 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)
Item 5. Other Events
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On April 2, 2002, Centra Software, Inc. (the "Company") entered into a
Termination Agreement and Release (the "Termination Agreement") with SmartForce
PLC ("SmartForce") and Atlantic Acquisition Corp., a wholly-owned subsidiary of
SmartForce ("Merger Sub"). Pursuant to the Termination Agreement, the Company,
SmartForce and Merger Sub agreed to terminate the Agreement and Plan of Merger
and Reorganization among them dated January 16, 2002 and the related voting
agreements, affiliate agreements and proxies.
The foregoing is not a description of all of the material terms of the
Termination Agreement. You should read the Termination Agreement for a more
complete understanding of the transaction. A copy of the Termination 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 press release relating to the
Termination Agreement is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Additionally, On April 2, 2002, the Company announced its preliminary
financial results of operations for the quarter ended March 31, 2002. A copy of
the press release relating to this preliminary announcement is attached hereto
as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
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(a) Non Applicable
(b) Not Applicable
(c) Exhibits
Number Title
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2.1 Termination Agreement and Release dated as of April 2,
2002 by and among SmartForce PLC, Atlantic Acquisition
Corp. and Centra Software, Inc.
99.1 Joint Press Release dated April 2, 2002, by Centra
Software, Inc. and SmartForce PLC
99.2 Press Release dated April 2, 2002, by Centra
Software, Inc.
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: April 8, 2002 By: /s/ Stephen A. Johnson
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Stephen A. Johnson
Chief Financial Officer,
Treasurer and Secretary
EXHIBIT INDEX
Number Title
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2.1 Termination Agreement and Release dated as of April 2,
2002 by and among SmartForce PLC, Atlantic Acquisition
Corp. and Centra Software, Inc., a Delaware corporation.
99.1 Joint Press Release dated April 2, 2002, by Centra
Software, Inc. and SmartForce PLC
99.2 Press Release dated April 2, 2002, by Centra
Software, Inc.