UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 29, 2005
SkillSoft Public Limited Company
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(Exact Name of Registrant as Specified in Charter)
Republic of Ireland 0-25674 None
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(State or Other Juris- (Commission (IRS Employer
diction of Incorporation File Number) Identification No.)
107 Northeastern Boulevard
Nashua, New Hampshire 03062
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (603) 324-3000
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 29, 2005, SkillSoft Public Limited Company (the "Company") and its
wholly owned subsidiary, SkillSoft Corporation, entered into an amendment (the
"Amendment") to the Amended and Restated Employment Agreement dated June 10,
2002 with Gregory M. Priest. Pursuant to the terms of the Amendment, Mr.
Priest's title was changed from Chief Strategy Officer to Strategic Advisor (he
remains Chairman of the Board of Directors) and his employment commitment has
been reduced to less than full-time. His annual base compensation has been
reduced from $318,379 (inclusive of housing and auto allowances totaling
$68,379) to $50,000 and the bonus provisions have been eliminated. Upon the
execution of the Amendment, the Company made a one-time cash payment to Mr.
Priest in the amount of $583,379, which represents the severance payment amount
that would be due to Mr. Priest under the terms of his employment agreement if
he were to resign following the changes to his responsibilities and compensation
reflected in the Amendment. As a result of this one-time payment, the cash
severance provisions of the employment agreement have been eliminated. The full
text of the Amendment is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Amendment No. 1 to Amended and Restated Employment Agreement
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 hereunto duly authorized.
SkillSoft Public Limited Company
Date: May 2, 2005 By: /s/ Thomas J. McDonald
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Thomas J. McDonald
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Amendment No. 1 to Amended and Restated Employment Agreement