8-K

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 14, 2008

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1 Summary of Fiscal 2009 Executive Cash Incentive Compensation Program

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On April 14, 2008, the Compensation Committee of the Board of Directors of SkillSoft Public Limited Company (the “Company”) established a cash incentive compensation program for the fiscal year ending January 31, 2009 for Charles E. Moran, Jerald A. Nine, Thomas J. McDonald, Mark A. Townsend and Colm M. Darcy, the Company’s “named executive officers” (within the meaning of the rules of the SEC) for the fiscal year ended January 31, 2008. A summary of the cash incentive compensation program is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1   Summary of Fiscal 2009 Executive Cash Incentive Compensation Program

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 17, 2008	By:	/s/ Charles E. Moran
		Charles E. Moran
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Summary of Fiscal 2009 Executive Cash Incentive Compensation Program

EX-99.1

Exhibit 99.1

Summary of Fiscal 2009 Executive Cash Incentive Compensation Program

     SkillSoft’s named executive officers for the fiscal year ended January 31, 2008 are eligible to receive cash incentive compensation in the form of quarterly and annual bonuses for the fiscal year ending January 31, 2009. The bonus opportunities are linked to SkillSoft’s achievement of defined quarterly and annual company performance metrics approved by the Compensation Committee of the Board of Directors. Specifically, the quarterly performance metrics relate to the achievement of adjusted EBITDA (defined as the company’s net income, plus depreciation and amortization, amortization of intangible assets and capitalized software development costs, stock-based compensation, restatement-related expenses, merger and integration-related expenses, interest expense and the provision for income taxes less interest income and other income) and revenue objectives. The annual performance metrics relate to the achievement of revenue, bookings, adjusted EBITDA and strategic objectives.

     The total quarterly target bonus for each executive officer is set forth in the table below. 50% of each executive’s quarterly target bonus is based on adjusted EBITDA and 50% is based on revenue. The quarterly bonus that each executive officer may receive in any particular quarter is between zero and 150% of his quarterly target bonus.

     The annual target bonus for each executive officer is also set forth in the table below. 25% of each executive’s annual target bonus is based on revenue, 25% is based on adjusted EBITDA, 40% is based on bookings and 10% is based on strategic objectives. The annual bonus that each executive officer may receive is between zero and 150% of his annual target bonus.

						Total Target
		Total Quarterly				Bonus
		Target Bonus		Annual Target		Opportunity for
Name	Title	Opportunity (1)		Bonus Opportunity		Fiscal 2009
Chuck Moran	President and Chief Executive Officer	$	251,100	$	251,100	$	502,200
Jerry Nine	Chief Operating Officer	$	119,850	$	119,850	$	239,700
Tom McDonald	Executive Vice President & Chief Financial Officer	$	94,500	$	94,500	$	189,000
Mark Townsend	Executive Vice President, Technology	$	75,000	$	75,000	$	150,000
Colm Darcy	Executive Vice President, Content Development	$	75,000	$	75,000	$	150,000

(1) Consists of the aggregate target bonus for all four quarters of the fiscal year ending January 31, 2009.