-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, De5iAa3QDJCoxbwxUzjp4yo/E+Ey8Fqy85/c3GlfN2d7w7aoXYjJh7wq0LOlHHpG imuHHrRYZB8CBNv+hBzfNg== 0000950135-05-002068.txt : 20050418 0000950135-05-002068.hdr.sgml : 20050418 20050415193812 ACCESSION NUMBER: 0000950135-05-002068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050415 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050418 DATE AS OF CHANGE: 20050415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SKILLSOFT PUBLIC LIMITED CO CENTRAL INDEX KEY: 0000940181 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25674 FILM NUMBER: 05755207 BUSINESS ADDRESS: STREET 1: 107 NORTHEASTERN BOULEVARD CITY: NASHUA STATE: NH ZIP: 03062 BUSINESS PHONE: 603-324-3000 MAIL ADDRESS: STREET 1: 107 NORTHEASTERN BOULEVARD CITY: NASHUA STATE: NH ZIP: 03062 FORMER COMPANY: FORMER CONFORMED NAME: SKILLSOFT PUBLIC LTD CO DATE OF NAME CHANGE: 20021120 FORMER COMPANY: FORMER CONFORMED NAME: SMARTFORCE PUBLIC LTD CO DATE OF NAME CHANGE: 20000314 FORMER COMPANY: FORMER CONFORMED NAME: CBT GROUP PLC DATE OF NAME CHANGE: 19950303 8-K 1 b546528ke8vk.txt SKILLSOFT PUBLIC LIMITED COMPANY 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): April 15, 2005 SkillSoft Public Limited Company - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Republic of Ireland 0-25674 None - -------------------------------------------------------------------------------- (State or Other Juris- (Commission (IRS Employer diction of Incorporation File Number) Identification No.) 107 Northeastern Boulevard Nashua, New Hampshire 03062 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code)
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): [ ] 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 15, 2005, SkillSoft Public Limited Company (the "Company") announced a goodwill impairment charge for the fiscal year ended January 31, 2005. 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. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed: 99.1 Press Release dated April 15, 2005 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: April 15, 2005 By: /s/ Charles E. Moran -------------------------------------- Charles E. Moran President and Chief Executive Officer EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press release dated April 15, 2005
EX-99.1 2 b546528kexv99w1.txt EX-99.1 PRESS RELEASE DATED APRIL 15, 2005 EXHIBIT 99.1 FOR: SKILLSOFT PLC COMPANY CONTACT: Tom McDonald Chief Financial Officer (603) 324-3000, x4232 INVESTOR CONTACTS: Michael Polyviou/ Peter Schmidt Financial Dynamics (212) 850-5748 SKILLSOFT ANNOUNCES GOODWILL IMPAIRMENT CHARGE TAKEN IN FISCAL 2005 ASSOCIATED WITH SMARTCERTIFY PREVIOUSLY RELEASED FINANCIALS UPDATED NASHUA, NH, APRIL 15, 2005 - SkillSoft PLC (NASDAQ: SKIL), a leading provider of content resources and complementary technologies for integrated enterprise learning, today announced that it has completed the evaluation and market assessment of the Retail Certification Segment of its business, SmartCertify, in connection with the possible sale or closure of such business. As previously disclosed in SkillSoft's press release dated March 14, 2005, the Company has entered into a non-binding letter of intent with respect to the sale of its retail IT certification business, SmartCertify. In the event the transaction is not consummated as anticipated, the Company indicated that it will shut down the operation. In connection with either of these scenarios, SkillSoft began the process of evaluating whether or not an impairment of the SmartCertify business existed at January 31, 2005. In its March 30, 2005 press release announcing financial results for the fiscal year ended January 2005, SkillSoft stated that if it concluded that an impairment charge existed, the related charge would be reflected in the Company's fiscal 2005 results when reported in its Annual Report on Form 10-K. Based on the Company's attempts to sell the business and the results of the valuation done by an independent third party valuation firm during the fourth quarter of fiscal 2005, SkillSoft has determined that there is no goodwill associated with the Retail Certification Segment and, as a result, has recorded a non-cash impairment charge of $19.3 million in the fiscal year ended January 31, 2005 (fiscal 2005). As disclosed in SkillSoft's March 30, 2005 press release, the Company's net loss was $9.5 million, or $0.09 per share, for its fiscal 2005 fourth quarter. The effect of the impairment charge increases the Company's net loss for its fiscal 2005 fourth quarter to $28.8 million, or $0.27 per share. For fiscal 2005, the originally reported net loss was $0.8 million, or $0.01 per share. The effect of the impairment charge increases the net loss for fiscal 2005 to $20.1 million, or $0.19 per share. This impairment charge is reflected in the financial statements to be contained in the Company's Annual Report on Form 10-K, which will be filed effective on Monday April 18, 2005. The impact on earnings for the fiscal year ending January 31, 2006 with respect to the sale or shutdown of the SmartCertify business unit will be announced when the transaction is finalized or the alternative course of action is implemented. ABOUT SKILLSOFT SkillSoft is a leading provider of comprehensive e-learning content and technology products for business and IT professionals within the Global 2000. SkillSoft's multi-modal learning solutions support and enhance the speed and effectiveness of both formal and informal learning processes and integrate SkillSoft's in-depth content resources, learning management platform, virtual classroom technology and support services. Content offerings include SkillSoft's business and IT skills courseware collections; ITPro(TM), BusinessPro(TM), FinancePro(TM), EngineeringPro(TM), OfficeEssentials(TM) and ExecSummaries(TM) Referenceware(R) collections by Books24x7(R); and health and safety compliance courseware by GoTrain. SkillSoft's complementary technologies include SkillPort(R), the Company's learning management platform with its powerful Search-and-Learn capabilities, and SkillSoft(R) Dialogue(TM), the Company's newly introduced virtual classroom offering with associated tools for blended learning solutions. For more information, visit http://www.skillsoft.com. SkillSoft, the SkillSoft logo, Ahead of the Learning Curve, SkillPort, Search-and-Learn, SkillChoice, Books24x7, Referenceware, ITPro, BusinessPro, OfficeEssentials, EngineeringPro, ExecSummaries, Express Guide and SkillSoft Dialogue are trademarks or registered trademarks of SkillSoft PLC in the United States and certain other countries. This release includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Factors that could cause or contribute to such differences include competitive pressures, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel, litigation and other risk factors disclosed under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations - Future Operating Results" in SkillSoft's Quarterly Report on Form 10-Q for the quarter ended October 31, 2004, as filed with the Securities and Exchange Commission. The forward-looking statements provided by the Company in this press release represent the Company's views as of April 15, 2005. The Company anticipates that subsequent events and developments may cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this release. ### -----END PRIVACY-ENHANCED MESSAGE-----