UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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): August 19, 2009
SkillSoft
Public Limited Company
(Exact Name of Registrant as Specified
in Charter)
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Republic
of Ireland
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0-25674
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None
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of Incorporation)
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File
Number)
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Identification
No.)
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107
Northeastern Boulevard
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Nashua,
New Hampshire
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03062
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (603) 324-3000
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see General Instruction A.2. below):
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o
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Written communications pursuant
to Rule 425
under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF
CONTENTS
On August
20, 2009, SkillSoft Public Limited Company (the “Company”) announced its
financial results for the fiscal quarter ended July 31, 2009. The full text of
the press release issued in connection with the announcement is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Form 8-K (including Exhibit 99.1) shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
(e) On
August 19, 2009, the board of directors of the Company (the “Board”), upon
recommendation of the compensation committee of the Board, approved the payment
of special cash bonuses to the Company’s named executive officers (as defined
under applicable securities laws). The special cash bonuses are intended to
reward the executives for:
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·
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the
Company’s financial and operational performance during the first two
quarters of the fiscal year ending January 31, 2010 (“fiscal 2010”)
significantly exceeding the Company’s internal targets with respect to a
number of different metrics; and
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·
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the
successful execution by the executives of cost-savings initiatives during
the first two quarters of fiscal
2010.
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The
special cash bonuses were approved in the following amounts and are in addition
to any cash bonuses the named executive officers may be entitled to under the
Company’s previously approved cash incentive compensation program for fiscal
2010:
| Charles Moran | $630,000 | ||
| Jerald Nine | $375,000 | ||
| Thomas McDonald | $270,000 | ||
| Colm Darcy | $112,500 | ||
| Mark Townsend | $112,500 |
The
special cash bonuses will be paid on or about August 31,
2009.
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(d)
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Exhibits
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The
following exhibit relating to Item 2.02 shall be deemed to be
furnished, and not filed:
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99.1
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Press
Release dated August 20, 2009
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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 hereunto
duly authorized.
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SkillSoft
Public Limited Company
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Date: August
20, 2009
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By:
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/s/
Charles E. Moran
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Charles
E. Moran
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President
and Chief Executive Officer
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Exhibit
No.
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Description
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99.1
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Press
release dated August 20, 2009
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