CBT GROUP PLC
10-C, 1996-05-22
PREPACKAGED SOFTWARE
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                   FORM 10-C



                Report by Issuer of Securities Quoted on NASDAQ
   Interdealer Quotation System Filed Pursuant to Sections 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rules 13a-17
                              or 15d-17 thereunder



                                 CBT GROUP PLC
                 (Exact Name of Issuer as Specified in Charter)

                             2(B) Clonskeagh Square
                                   Dublin 14
                                    Ireland
                    (Address of Principal Executive Office)



                              (011) 353-1-283-0077
                (Issuer's Telephone Number, Including Area Code)
<PAGE>
 
                  I.  CHANGE IN NUMBER OF SHARES OUTSTANDING


     1.  Title of security:                         American Depositary Shares
                                                    Representing Ordinary Shares
 
     2.  Number of shares outstanding 
         before the change:                          8,610,835

     3.  Number of shares outstanding 
         after the change:                          17,221,670

     4.  Effective date of change:                  May 15, 1996

     5.  Method of change:                           ADS Split


         Brief description of transaction:

         A two-for-one split of CBT's American Depositary Shares (ADSs). Each
ADS will represent one-half of one CBT Ordinary Share, whereby each holder of
ADSs will receive two ADSs for each one currently held.

         American Depositary Receipts (ADRs) reflecting the additional ADSs will
be distributed on May 20, 1996 to holders of record on May 15, 1996.


                         II.  CHANGE IN NAME OF ISSUER

                                Not applicable.



  Date:  May 20, 1996


                              /s/ Gregory M. Priest
                              ----------------------------------
                              Gregory M. Priest
                              Vice President, Finance and
                              Chief Financial Officer


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