SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 000-25674
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: October 31, 2002
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant: SkillSoft Public Limited Company
Former name if applicable: SmartForce Public Limited Company
Address of principal executive office (Street and number): 107 Northeastern
Blvd.
City, state and zip code: Nashua, NH 03062
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or
Form N-SAR, or portion thereof will be filed on
[ ] or before the 15th calendar day following the
prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or
portion thereof will be filed on or before the
fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrant will be delayed in the filing of its Form 10-Q for the
quarterly period ended October 31, 2002 (the "Form 10-Q") because of the need to
restate previously issued financial statements for the years 1999, 2000, 2001
and the first two quarters of 2002 (the "SmartForce Historical Financials"),
when the Registrant was known as "SmartForce Public Limited Company"
("SmartForce"). As reported in its Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on November 20, 2002, while
preparing the closing balance sheet for SmartForce as at September 6, 2002 (the
"SmartForce Closing Balance Sheet"), the date on which the Registrant completed
its merger with SkillSoft Corporation, the Registrant identified several
accounting issues relating to the SmartForce Historical Financials. The
Registrant is restating the SmartForce Historical Financials to accurately
prepare the SmartForce Closing Balance Sheet. The SmartForce Closing Balance
Sheet is necessary to properly reflect the results of operations of SmartForce
in the results of the operations of the Registrant after September 6, 2002,
which would be included in the financial statements for the quarter ended
October 31, 2002 reported in the Form 10-Q. The Registrant, in association with
its independent auditors, is seeking to resolve the restatement process as
expeditiously as possible. The Registrant will file the Form 10-Q as soon as
practicable after the restatement process is complete.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Charles E. Moran, President and Chief Executive Officer,
603-324-3000
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
[ ] Yes [X] No
For the reasons described above in Part III, the Registrant has not
filed an Amendment to Current Report on Form 8-K, amending the
Company's Current Report on Form 8-K filed with the SEC on September
20, 2002 to include the financial statements required by Item 7(b)
thereof.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
For accounting purposes, the merger between SmartForce Public
Limited Company and SkillSoft Corporation was accounted for as a
reverse acquisition, with SkillSoft Corporation as the accounting
acquiror. Because SkillSoft Corporation was the accounting acquiror,
the historical financial statements of the Registrant are those of
SkillSoft Corporation. Therefore, because the historical financial
statements of SkillSoft Corporation are not affected by the
restatement of the SmartForce Historical Financials, the restatement
of the SmartForce Historical Financials will have no effect on the
results of operations from the corresponding period for the last
fiscal year to be reported in the Form 10-Q.
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SkillSoft Public Limited Company
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: December 17, 2002 By: /s/ Charles E. Moran
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Name: Charles E. Moran
Title: President and Chief Executive Officer
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