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As filed with the Securities and Exchange Commission on April 5, 2001
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SMARTFORCE 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 IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
900 CHESAPEAKE DRIVE
REDWOOD CITY, CALIFORNIA 94063
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1996 SUPPLEMENTAL STOCK PLAN
GREGORY M. PRIEST
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
SMARTFORCE PUBLIC LIMITED COMPANY
900 CHESAPEAKE DRIVE
REDWOOD CITY, CALIFORNIA 94063
(650) 817-5900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
STEVEN V. BERNARD
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
CALCULATION OF REGISTRATION FEE
========================================= ========================= ====================== ====================== ==================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE (1)
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Ordinary Shares issuable upon
exercise of options under the 1996
Supplemental Stock Plan............... 3,500,000 $19.63 $68,705,000 $17,176.25
========================================= ========================= ====================== ====================== ==================
TOTAL......................... 3,500,000 $19.63 $68,705,000 $17,176.25
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(1) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee based on the closing price of the Registrant's American
Depository Shares on the Nasdaq National Market on April 3, 2001.
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INCORPORATION BY REFERENCE
The registrant hereby incorporates by reference in this Registration
Statement the contents of the registrant's earlier Registration Statements on
Form S-8 (File Nos. 333-46640, 333-32380, 333-86861, 333-83927, 333-68499,
333-57031, 333-35745, 333-25245, 333-06409, 333-504, and 33-94300).
EXHIBIT INDEX
Exhibit Number Document
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5.1 Opinion of Binchys, Solicitors with respect to the securities being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of Binchys, Solicitors (contained in Exhibit 5.1).
24.1 Power of Attorney (see Signatures).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Redwood City, State of California, on this April 5,
2001.
SMARTFORCE PUBLIC LIMITED COMPANY
By: /s/ GREGORY M. PRIEST
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Gregory M. Priest
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory M. Priest and David C. Drummond,
and each of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
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/s/ GREGORY M. PRIEST Chairman of the Board, President, Chief April 5, 2001
---------------------------------- Executive Officer (Principal Executive
Gregory M. Priest Officer)
/s/ DAVID C. DRUMMOND Executive Vice President, Finance and April 5, 2001
---------------------------------- Chief Financial Officer (Principal
David C. Drummond Financial and Accounting Officer),
Director
/s/ RONALD C. CONWAY Director April 5, 2001
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Ronald C. Conway
/s/ JOHN M. GRILLOS Director April 5, 2001
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John M. Grillos
/s/ PATRICK J. MCDONAGH Director April 5, 2001
----------------------------------
Patrick J. McDonagh
/s/ JAMES S. KRZYWICKI Director April 5, 2001
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James S. Krzywicki
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