SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. )(1)
SmartForce Public Limited Company
(Name of Issuer)
American Depository Shares
Each representing an Ordinary Share, nominal value Euro 0.11 per share
(Title of Class of Securities)
83170A206
(CUSIP Number)
Charles E. Moran, President and Chief Executive Officer
SkillSoft Corporation
20 Industrial Park Drive, Nashua, New Hampshire 03062
(603) 324-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 2002
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
--------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 83170A206 13D PAGE 2 OF 10 PAGES
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SkillSoft Corporation
I.R.S. Identification No.: 02-0496115
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 11,351,738
BENEFICIALLY ---------------------------------------------------------
OWNED BY EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH 384,232
---------------------------------------------------------
9. SOLE DISPOSITIVE POWER
11,351,738
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
---------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,735,970
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 83170A206 Page 3 of 10
ITEM 1. SECURITY OF THE ISSUER.
The class of equity securities to which this statement relates is the
American Depository Shares (the "SmartForce ADSs"), each of which represents one
ordinary share, nominal value Euro 0.11 per share (the "SmartForce Ordinary
Shares"), of SmartForce Public Limited Company, a public limited liability
company organized under the laws of the Republic of Ireland (the "Issuer"). The
principal executive offices of the Issuer are located at 900 Chesapeake Drive,
Redwood City, California 94063.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by SkillSoft Corporation, a Delaware
corporation ("SkillSoft"). SkillSoft is a provider of comprehensive e-Learning
solutions to large businesses and governmental organizations. The address of its
principal office is 20 Industrial Park Drive, Nashua, New Hampshire 03062.
Attached hereto as Schedule A is a list of the directors and executive
officers of SkillSoft, which Schedule A contains the following information with
respect to each such director and executive officer:
(a) name;
(b) business address; and
(c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted.
Schedule A also contains the name, state of organization, principal business and
address of principal offices with respect to certain stockholders of SkillSoft
who may be deemed to be a controlling person of SkillSoft.
To the knowledge of SkillSoft, each director and executive officer
identified in Schedule A hereto is a United States citizen.
During the last five years, neither SkillSoft nor, to the knowledge of
SkillSoft, any party named in Schedule A hereto has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither SkillSoft nor, to the knowledge of
SkillSoft, any party named in Schedule A hereto was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
result of which it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTIONS.
On June 10, 2002, the Issuer, Slate Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of the Issuer, and SkillSoft entered
into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which
Slate Acquisition Corp. agreed to merge with and into SkillSoft (the "Merger"),
with SkillSoft remaining as the surviving corporation and a wholly owned
subsidiary of the Issuer.
Cusip No. 83170A206 Page 4 of 10
The Merger Agreement provides that, as a result of the Merger, each
outstanding share of common stock, $.001 par value per share, of SkillSoft (the
"SkillSoft Common Stock") will be converted into the right to receive 2.3674
SmartForce ADSs (the "Exchange Ratio"). Pursuant to the terms of the Merger
Agreement, no fractional shares of SmartForce ADSs will be issued in the Merger,
and each stockholder of SkillSoft who would otherwise be entitled to receive a
fractional share of SmartForce ADSs will instead receive a cash amount equal to
such fractional part of a SmartForce ADS multiplied by the weighted average of
the last reported sales prices of SmartForce ADSs at the 4:00 p.m., Eastern
time, end of regular trading hours on The Nasdaq National Market during the ten
consecutive trading days ending on and including the last trading day prior to
the effective time of the Merger. In addition, pursuant to the Merger Agreement,
each outstanding option to purchase shares of SkillSoft Common Stock will be
assumed by the Issuer (each, an "Assumed Option") at the effective time of the
Merger. At the effective time of the Merger, each Assumed Option will become an
option to purchase that number of SmartForce ADSs as is equal to the number of
shares of SkillSoft Common Stock subject to such stock option immediately prior
to the Merger multiplied by the Exchange Ratio and rounded down to the nearest
whole number. The price per share of the Assumed Option will be equal to the
exercise price per share of SkillSoft Common Stock at which such stock option
was exercisable immediately prior to the Merger divided by the Exchange Ratio
and rounded up to the nearest whole cent.
In consideration of SkillSoft's entering into the Merger Agreement,
each of the shareholders of the Issuer listed on Schedule B hereto (the
"Shareholders") entered into the SmartForce Shareholder Voting Agreement, dated
as of June 10, 2002, with SkillSoft and the Issuer (the "SmartForce Voting
Agreement"). Pursuant to the SmartForce Voting Agreement, the Shareholders
agreed to vote an aggregate of 384,232 SmartForce ADSs in the respective amounts
listed next to their names on Schedule B hereto, along with any additional
SmartForce ADSs acquired by a Shareholder after the date of the SmartForce
Voting Agreement and prior to the termination thereof (the "SmartForce Voting
Shares"), in favor of the Merger and on related matters. In connection with the
SmartForce Voting Agreement, SkillSoft was granted an irrevocable proxy to vote
the SmartForce Voting Shares in favor of the Merger and on related matters.
In further consideration of SkillSoft's entering into the Merger
Agreement, the Issuer entered into the SkillSoft Option Agreement, dated as of
June 10, 2002, with SkillSoft (the "SkillSoft Option Agreement"). The SkillSoft
Option Agreement grants SkillSoft the right, under certain circumstances, to
purchase up to 11,351,738 SmartForce ADSs at a price of $5.32 per share (subject
to adjustment) (the "Option").
In consideration of the Issuer's entering into the Merger Agreement,
the executive officers and directors of SkillSoft entered into the SkillSoft
Stockholder Voting Agreement, dated as of June 10, 2002, with the Issuer and
SkillSoft (the "SkillSoft Voting Agreement"). Pursuant the SkillSoft Voting
Agreement, the SkillSoft executive officers and directors agreed to vote an
aggregate of 6,915,770 shares of SkillSoft Common Stock, along with any
additional shares of SkillSoft Common Stock acquired by any such executive
officer or director after the date of the SkillSoft Voting Agreement and prior
to the termination thereof, in favor of the Merger and on related matters. In
connection with the SkillSoft Voting Agreement, the Issuer was granted an
irrevocable proxy to vote these shares of SkillSoft Common Stock in favor of the
Merger and on related matters.
In further consideration of the Issuer's entering into the Merger
Agreement, SkillSoft entered into the SmartForce Option Agreement, dated as of
June 10, 2002, with the Issuer (the "SmartForce
Cusip No. 83170A206 Page 5 of 10
Option Agreement"). The SmartForce Option Agreement grants the Issuer the right,
under certain circumstances, to purchase up to 3,473,930 shares of SkillSoft
Common Stock at a price of $14.93 per share (subject to adjustment).
Pursuant to the Merger Agreement, the Issuer will take all necessary
action to cause, effective as of the effective time of the Merger, the following
changes to the present board of directors and management of the Issuer:
(a) the number of members of the board of directors of the Issuer to be
fixed at seven;
(b) the election of Charles E. Moran, Stewart K.P. Gross and William T.
Coleman III, each of whom are current directors of SkillSoft, along
with Howard Edelstein, SkillSoft's designee, to the board of directors
of the Issuer;
(c) the resignation, or removal without cause, of all current directors of
the Issuer other than Gregory M. Priest, James S. Krzywicki and
Ferdinand von Prondzynski;
(d) the appointment of Charles E. Moran, who is currently the Chairman,
President and Chief Executive Officer of SkillSoft, as President and
Chief Executive Officer of the Issuer; and
(e) the appointment of Gregory M. Priest, who is currently the Chairman,
President and Chief Executive of the Issuer, as Chairman and Chief
Strategy Officer of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) As a result of the SmartForce Voting Agreement, SkillSoft has
sole power to control the vote of the Shares on the matters related to the
Merger, but has no voting power with regard to any other matters. There are an
aggregate of 384,232 SmartForce Voting Shares, which represent 0.67% of the
outstanding SmartForce Ordinary Shares. This percentage amount is based upon
57,043,910 shares of outstanding SmartForce Ordinary Shares (in the form of
SmartForce Ordinary Shares or SmartForce ADSs), as listed in the Issuer's
capitalization representation and warranty in the Merger Agreement. SkillSoft
has no power to dispose of the SmartForce ADSs owned by the Stockholders.
SkillSoft will have the sole power to control the vote and to dispose
of the SmartForce ADSs issued upon exercise by SkillSoft of the Option.
Based on the foregoing, SkillSoft may be deemed, for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, to be the
beneficial owner of 11,735,970 SmartForce ADSs. The SmartForce ADSs that may be
deemed beneficially owned by SkillSoft represent approximately 20.6% of the
outstanding SmartForce Ordinary Shares. This percentage amount is based upon
57,043,910 shares of outstanding SmartForce Ordinary Shares (in the form of
SmartForce Ordinary Shares or SmartForce ADSs), as listed in the Issuer's
capitalization representation and warranty in the Merger Agreement. Schedule A
lists the number of SmartForce ADSs beneficially owned by each party named in
Item 2, to the best knowledge of SkillSoft.
(c) Neither SkillSoft nor, to the knowledge of SkillSoft, any party
named in Schedule A hereto has effected any transactions in SmartForce ADSs
during the past sixty (60) days.
(d) The SmartForce ADSs set forth opposite the name of Charles E. Moran
on Schedule A hereto are beneficially owned by Susan M. Moran, Mr. Moran's
spouse, and are held in Mrs. Moran's sole name. Mrs. Moran has the right to
receive or the power to direct the receipt of dividends from, or
Cusip No. 83170A206 Page 6 of 10
the proceeds from the sale of, such SmartForce ADSs.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The description of the SmartForce Voting Agreement, the SkillSoft Option
Agreement, the Merger Agreement and the Merger in Item 4 above are incorporated
herein by reference.
In addition, Warburg, Pincus Ventures, L.P., a stockholder of SkillSoft
("WPV"), entered into the Registration Rights Agreement, dated as of June 10,
2002, with the Issuer (the "Rights Agreement"). The Rights Agreement provides
that, under certain circumstances, the Issuer will register the SmartForce ADSs
issued to WPV and any partner of WPV in connection with the Merger on a
registration statement in compliance with the Securities Act of 1933, as
amended. WPV is managed by Warburg, Pincus LLC ("WP LLC"), and Stewart K.P.
Gross and C. Samantha Chen, who are directors of SkillSoft, are each a managing
director and member of WP LLC.
Other than the Rights Agreement, the SmartForce Voting Agreement, the
SkillSoft Option Agreement, the Merger Agreement and the Merger, to the best
knowledge of SkillSoft, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons or entities listed in Item
2 and between such person or entity and any person or entity with respect to any
securities of the Issuer, including but not limited to transfer of voting of any
of the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees or profits, division of profits or loss, or the giving
or withholding or proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as Exhibits to this statement.
Exhibit No. Description
1 SkillSoft Option Agreement, dated as of June 10, 2002, by and
between SkillSoft Corporation and SmartForce Public Limited
Company.
2 SmartForce Option Agreement, dated as of June 10, 2002, by and
between SmartForce Public Limited Company and SkillSoft
Corporation.
3 SkillSoft Stockholder Voting Agreement, dated as of June 10,
2002, by and among SmartForce Public Limited Company,
SkillSoft Corporation and each of James Adkisson, C. Samantha
Chen, William T. Coleman III, Stewart K.P. Gross, Thomas J.
McDonald, Charles E. Moran, John J. Neuhauser, Jerald A. Nine,
Mark A. Townsend, Warburg, Pincus Ventures, L.P., Warburg,
Pincus& Co. and Warburg Pincus LLC.
4 SmartForce Shareholder Voting Agreement, dated as of June 10,
2002, by and among SkillSoft Corporation, SmartForce Public
Limited Company and each of the shareholders of SmartForce
Public Limited Company listed on Schedule B attached hereto.
5 Agreement and Plan of Merger, dated as of June 10, 2002, by
and among SkillSoft Corporation, Slate Acquisition Corp. and
SmartForce Public Limited Company. (Incorporated by reference
from SkillSoft Corporation's Current Report on Form 8-K filed
on June 13, 2002).
Cusip No. 83170A206 Page 7 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 13, 2002
SKILLSOFT CORPORATION
By: /s/ Charles E. Moran
---------------------
Charles E. Moran
Chairman of the Board,
Chief Executive Officer and President
Cusip No. 83170A206 Page 8 of 10
SCHEDULE A
SKILLSOFT CORPORATION
The name, present principal occupation or employment and beneficial
ownership of SmartForce ADSs by each director and executive officer of SkillSoft
Corporation is set forth below. In addition, the name, state of organization,
principal business, address of the principal office and beneficial ownership of
SmartForce ADSs by certain stockholders of SkillSoft Corporation who may be
deemed to be a controlling person of SkillSoft Corporation is set forth below.
Except where indicated otherwise, the business address of each is SkillSoft
Corporation, 20 Industrial Park Drive, Nashua, New Hampshire 03062.
DIRECTORS
---------------------------------------------------------------------------------------------------------------------------
BENEFICIAL OWNERSHIP OF SMARTFORCE
ADSs
----------------------------------
SHARES
NAME/PRESENT PRINCIPAL SHARES HELD UNDERLYING
OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS OUTRIGHT (#) OPTIONS (#)
---------------------------------------------------------------------------------------------------------------------------
CHARLES E. MORAN 11* 0
Chairman of the Board, Chief Executive
Officer and President of SkillSoft
Corporation
---------------------------------------------------------------------------------------------------------------------------
STEWART K.P. GROSS Warburg, Pincus Ventures, L.P. 0 0
Managing Director and Member of Warburg 466 Lexington Avenue, 10th Floor
Pincus LLC New York, New York 10017-3147
---------------------------------------------------------------------------------------------------------------------------
C. SAMANTHA CHEN Warburg, Pincus Ventures, L.P. 0 0
Managing Director and Member of Warburg 466 Lexington Avenue, 10th Floor
Pincus LLC New York, New York 10017-3147
---------------------------------------------------------------------------------------------------------------------------
JAMES ADKISSON 0 0
Partner at Growth Resources International
---------------------------------------------------------------------------------------------------------------------------
WILLIAM T. COLEMAN III 0 0
Chairman of the Board and Chief Executive BEA Systems, Inc.
Officer of BEA Systems, Inc. 2315 North First Street
San Jose, California 95131
---------------------------------------------------------------------------------------------------------------------------
JOHN J. NEUHAUSER Boston College 0 0
Dean of the Faculty and Academic Vice 84 College Road
President of Boston College Chestnut Hill, Massachusetts 02467
---------------------------------------------------------------------------------------------------------------------------
* Consists of SmartForce ADSs beneficially owned by Susan M. Moran, spouse of
Charles E. Moran.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
---------------------------------------------------------------------------------------------------------------------------
BUSINESS ADDRESS
-----------------------------------
NAME/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
---------------------------------------------------------------------------------------------------------------------------
THOMAS J. MCDONALD
Chief Financial Officer, Vice President, Operations, Treasurer and
Secretary
---------------------------------------------------------------------------------------------------------------------------
MARK A. TOWNSEND
Vice President, Product Development
---------------------------------------------------------------------------------------------------------------------------
JERALD A. NINE, JR.
Executive Vice President, Sales and Marketing and General Manager,
Books Division
---------------------------------------------------------------------------------------------------------------------------
Cusip No. 83170A206 Page 9 of 10
CONTROLLING PERSON
---------------------------------------------------------------------------------------------------------------------------
BUSINESS ADDRESS
------------------------------------------------
NAME/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
---------------------------------------------------------------------------------------------------------------------------
WARBURG, PINCUS VENTURES, L.P. (DELAWARE LIMITED PARTNERSHIP), WARBURG,
PINCUS & CO. (NEW YORK GENERAL PARTNERSHIP), WARBURG PINCUS LLC (NEW
YORK LIMITED LIABILITY COMPANY)
Principal Business: Venture Capital Firm 466 Lexington Avenue, 10th Floor
New York, New York 10017-3147
---------------------------------------------------------------------------------------------------------------------------
Cusip No. 83170A206 Page 10 of 10
SCHEDULE B
STOCKHOLDERS
NAME SHARES (#)
GREGORY M. PRIEST 71,024
JEFFREY N. NEWTON 3,163
COLM DARCY 4,335
RONALD C. CONWAY 0
JOHN M. GRILLOS 2,700
JAMES S. KRZYWICKI 3,000
PATRICK J. MCDONAGH 300,000
FERDINAND VON PRONDZYNSKI 10
PATRICK ERIC MURPHY 0