UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO _____________
COMMISSION FILE NUMBER 000-25674
SKILLSOFT PUBLIC LIMITED COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
REPUBLIC OF IRELAND N/A
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
107 NORTHEASTERN BOULEVARD 03062
NASHUA, NEW HAMPSHIRE
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (603) 324-3000
Not Applicable
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
Indicate by check mark whether the registrant: (1) Has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
On November 30, 2004, the registrant had outstanding 106,172,756 Ordinary Shares
(issued or issuable in exchange for the registrant's outstanding American
Depository Shares).
Each American Depositary Share of the Company ("ADS") represents one ordinary
share, nominal value Euro 0.11 per share, of the Company. References to the ADSs
herein shall also include a reference to the underlying ordinary shares of the
Company.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q/A is being filed as Amendment No. 1 to the
Quarterly Report on Form 10-Q of SkillSoft Public Limited Company (the
"Registrant" or the "Company") filed with the Securities and Exchange Commission
(the "SEC") on December 10, 2004, for the purpose of amending Item 4 in response
to comments provided to the Company by the SEC.
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SKILLSOFT PLC
FORM 10-Q/A
FOR THE QUARTER ENDED OCTOBER 31, 2004
INDEX
PART I - FINANCIAL INFORMATION
Item 4. Controls and Procedures................................. 4
PART II - OTHER INFORMATION
Item 6.Exhibits................................................. 4
SIGNATURES...................................................... 5
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PART I
ITEM 4. - CONTROLS AND PROCEDURES
Following the merger of SmartForce PLC and SkillSoft Corporation on
September 6, 2002, we integrated the business processes, human resources,
disclosure controls and procedures, and internal controls of the two companies.
During this process, significant deficiencies in disclosure controls and
procedures and internal controls were identified predominantly with respect to
financial reporting at non-U.S. subsidiaries of the former SmartForce PLC and
our ability to process the consolidated financial closing cycle. The financial
and regulatory compliance reporting at non - US subsidiaries was related
primarily to delinquent statutory filings in Australia, France, The United
Kingdom, the Republic of Ireland and Singapore for subsidiaries of the former
SmartForce, PLC. Subsequent to the Merger, these filings were further delayed by
the requirement to reflect the results of the restated financial statements of
the historical SmartForce, PLC, which were filed with the SEC on September 22,
2003. These deficiencies resulted in a significant strain to the internal
resources and on the infrastructure of the finance organization and adversely
impacted both the year-end and quarter-end financial closing process for the
fiscal year ended January 31, 2003. External resources were engaged to assist
management in both the year-end and quarter-end financial closing process and in
identifying areas for improvement for the fiscal year ended January 31, 2003. In
addition, in fiscal years ended January 31, 2003 and 2004, permanent resources
and accounting process improvements have been added and implemented to improve
the non-U.S. finance operations, the financial closing process, and the overall
internal control environment. Additionally, by January 31, 2004 all of the
subsidiaries, with the exception of retail certification, were on one financial
system. Our independent auditors have informed us that they believe we had no
material weaknesses in internal controls at January 31, 2004. However, they have
informed us of certain reportable conditions at that date, including financial
and regulatory compliance reporting at non-U.S. subsidiaries of the former
SmartForce PLC and our ability to process the financial closing cycle at certain
subsidiaries. The newly hired financial staff, focused corporate oversight and
the successful migration to one financial system improved the financial closing
process and allowed management to conclude that these significant deficiencies
did not collectively constitute a material weakness.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer we evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of October 31, 2004. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that as a
result of the implementation of mitigating controls and process improvements
with respect to our disclosure controls and procedures, they were operating
effectively as of October 31, 2004. However, we believe that continuous
monitoring and improving of these disclosure controls and procedures will be
required. Additionally, we have commenced a process of reviewing all of our
material financial processes in an effort to assess our Sarbanes-Oxley 404
preparedness, which includes the establishment of an internal audit function.
No change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f)) under the Exchange Act occurred during the
quarter ended October 31, 2004 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II
ITEM 6. - EXHIBITS
See the Exhibit Index attached hereto.
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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.
SKILLSOFT PUBLIC LIMITED COMPANY
Date: April 14, 2005
By: /s/ Thomas J. McDonald
------------------------------
Thomas J. McDonald
Chief Financial Officer
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EXHIBIT INDEX
10.1* Summary of Fiscal 2005 Executive Incentive Compensation Plan
31.1* Certification of the Company's CEO pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934.
31.2* Certification of the Company's CFO pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934.
31.3** Certification of the Company's CEO pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934 (regarding Amendment No. 1 on Form
10-Q/A).
31.4** Certification of the Company's CFO pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934 (regarding Amendment No. 1 on Form
10-Q/A).
32.1* Certification of the Company's CEO pursuant to 18 U.S.C. section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of the Company's CFO pursuant to 18 U.S.C. section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
---------------
* Previously filed with the Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on December 9, 2004.
** Filed herewith.