SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SkillSoft Public Limited Company
(Exact Name of Registrant as Specified in its Charter)
Republic of Ireland N/A
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
107 Northeastern Boulevard, Nashua, NH 03062
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the registration of a
of a class of securities pursuant to Section class of securities pursuant to Section 12(g)
12(b) of the Exchange Act and is effective of the Exchange Act and is effective pursuant
pursuant to General Instruction A.(c), please to General Instruction A.(d), please check
check the following box. [ ] the following box. [X]
Securities Act registration statement file number to which this form
relates: Not Applicable
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Subscription Rights
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 29, 2005, the Board of Directors of SkillSoft Public Limited
Company (the "Company") amended the Declaration of Subscription Rights dated as
of October 4, 1998, as amended, of the Company (the "Rights Plan") to change the
Final Expiration Date of the Rights Plan from October 4, 2008 to November 30,
2005. As a result of such amendment, the Rights Plan terminated as of November
30, 2005.
The foregoing summary of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, which is filed as Exhibit 4.4
hereto and is incorporated herein by reference.
ITEM 2. EXHIBITS.
Item 2 of the Registration Statement is amended to add the following
exhibit thereto:
Exhibit No. Description
4.4 Third Amendment dated November 29, 2005 to Declaration of
Subscription Rights dated October 4, 1998 (incorporated
herein by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 1, 2005)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No. 2 to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SkillSoft Public Limited Company
Date: December 1, 2005 By: /s/ Thomas J. McDonald
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Thomas J. McDonald
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
4.1 Rights Declaration, which includes as Exhibit A the Form
of Subscription Rights Certificate (incorporated herein by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on October 5, 1998).
4.2 Amendment to Declaration of Subscription Rights, dated as of
June 10, 2002 (incorporated herein by reference to Exhibit 4.1
to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 18, 2002).
4.3 Second Amendment to Declaration of Subscription Rights, dated
as of October 9, 2002 (incorporated herein by reference to
Exhibit 4.2 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 18,
2002).
4.4 Third Amendment dated November 29, 2005 to Declaration of
Subscription Rights dated October 4, 1998 (incorporated herein
by reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
December 1, 2005).
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