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): March 23, 2006
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 March 23, 2006, SkillSoft Public Limited Company (the "Company") held an
Extraordinary General Meeting of Shareholders (the "EGM").
At the EGM, the Company's shareholders approved a cash compensation program for
directors who are not employees of the Company ("Outside Directors"). As
described in the Current Report on Form 8-K filed by the Company dated December
31, 2005, the Company will pay cash compensation to the Outside Directors as
follows:
- each Outside Director will receive an annual retainer of $30,000;
- the chairman of each of the Audit Committee and the Compensation
Committee will receive an additional annual retainer of $7,500; and
- each Outside Director who is a member of any standing committee (a
"Committee") of the Board of Directors will receive payment of $2,000
per Board or Committee meeting attended up to a maximum of six
meetings per year (including by conference telephone) beyond regularly
scheduled meetings (i.e. a maximum additional payment of $12,000),
provided that only one meeting payment would be made in the event such
additional meetings of the Board and one or more Committee were held
on the same day.
Any director who is in office only for a portion of a fiscal year shall only be
entitled to be paid a pro-rated portion of such remuneration reflecting such
portion of the year during which he held office.
A summary of the director compensation program is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The Company's shareholders also approved an amendment to the Company's 2002
Share Option Plan to increase the total number of shares reserved for issuance
thereunder by 5,100,000 ordinary shares of (Euro Sign)0.11 each (to 7,450,000
ordinary shares of (Euro Sign)0.11 each). The amendment will be effected
through a reallocation of shares currently available for grant under the
Company's other existing share option plans, resulting in amendments to the
other plans to reduce the shares issuable thereunder by an aggregate of
5,100,000 ordinary shares.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Amended and Restated Summary of Director Compensation
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: March 28, 2006 By: /s/ Charles E. Moran
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Charles E. Moran
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Amended and Restated Summary of Director Compensation