<PAGE>
As filed with the Securities and Exchange Commission on June 20, 1996.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CBT GROUP PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in Its Charter)
REPUBLIC OF IRELAND NONE
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2(b) CLONSKEAGH SQUARE
DUBLIN 14
IRELAND
(Address of Principal Executive Offices)
CBT GROUP PLC
1994 SHARE OPTION PLAN
(Full Title of the Plan)
Gregory M. Priest
Vice President and Chief Financial Officer
CBT Systems USA, Ltd.
400 Oyster Point Boulevard, Suite 401
South San Francisco, CA 94080
(Name and Address of Agent for Service)
(415) 737-9050
(Telephone Number, Including Area Code, of Agent for Service)
_______________________
Copy to:
Alan K. Austin, Esq.
Wilson, Sonsini, Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Title of Securities Amount
to be to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, nominal
value IR37.5p per share(1)
- - Ordinary Shares Reserved 860,376(2) $40.25(3) $34,630,134 (3) $11,941.00
Under the 1994 Share Option Plan
Total $11,941.00
=============================================================================================================================
</TABLE>
(1) On May 15, 1996, the Registrant effected a two-for-one split of its
outstanding American Depositary Shares ("ADSs") whereby each issued and
outstanding ADS would represent one-half of one Ordinary Share.
(2) Represents the total number of ADSs which may be issued in connection with
the exercise of options to purchase 430,188 Ordinary Shares of the
Registrant.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), calculated on the basis of $40.25, which
amount represents the average of the high and low prices for the
Registrant's ADSs as reported on the Nasdaq National Market on June 19,
1996.
<PAGE>
The Registrant hereby incorporates by reference in this Registration
Statement the contents of the Registrant's previously filed Registration
Statement on Form S-8 (File No. 33-94300).
The following Exhibits are submitted as part of the Registration Statement:
Exhibit Number Description
- -------------- ----------------------------------------
5.1 Opinion of counsel as to the legality
of the securities being registered.
23.1 Consent of independent accountants.
23.2 Consent of counsel (contained in
Exhibit 5.1).
24.1 Power of Attorney (see page 3 of this
Registration Statement).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South San Francisco, State of California, on this
20th day of June, 1996.
CBT GROUP PUBLIC LIMITED COMPANY
/s/ Gregory M. Priest
___________________________________________
Gregory M. Priest,
Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William G. McCabe and Gregory M. Priest jointly
and severally, his attorneys-in-fact, each with full power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and conforming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------- --------------------------------- -------------
<S> <C> <C>
/s/ William G. McCabe Chairman of the Board, Chief June 20, 1996
- ----------------------------- Executive Officer and President
William G. McCabe (Principal Executive Officer)
/s/ Gregory M. Priest Vice President, Finance, Chief June 20, 1996
_________________________ Financial Officer and Director
Gregory M. Priest (Principal Financial Officer)
/s/ John P. Hayes Group Financial Controller and June 20, 1996
_________________________ Director (Principal Accounting
John P. Hayes Officer)
/s/ John M. Grillos Director June 20, 1996
_________________________
John M. Grillos
Director June __, 1996
_________________________
Patrick McDonagh
Director June __, 1996
_________________________
John Fortune
</TABLE>
3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBITS
Registration Statement on Form S-8
Under the Securities Act of 1933
CBT GROUP PLC
June 20, 1996
4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------------------------------------------
5.1 Opinion of counsel as to legality of the
securities being registered.
23.1 Consent of independent accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 3 of this
Registration Statement).
5
<PAGE>
Exhibit 5.1
-----------
June 19, 1996
CBT Group Public Limited Company
400 Oyster Point Boulevard
Suite 401
South San Francisco, CA 94080
Ladies and Gentlemen:
REGISTRATION STATEMENT ON FORM S-8
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about June 20, 1996 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 430,188 additional ordinary shares (which
will be represented by 860,376 American Depositary Shares of the Company) in the
capital of the company (the "Shares") reserved for issuance under the 1994 Share
Option Plan (the "1994 Plan"). As your legal counsel, we have examined the
proceedings taken in relation to the 1994 Plan and are familiar with the
proceedings proposed to be taken by you in connection with the issuance of the
Shares under the 1994 Plan.
It is our opinion that the Shares will be, when issued in the manner referred to
in the 1994 Plan and pursuant to the agreements that accompany the 1994 Plan,
legally and validly issued and fully paid.
We consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8 and further consent to the use of our name, wherever
appearing in the said Registration Statement, including any Prospectus
constituting a part thereof and any amendments thereto.
Yours faithfully,
BINCHYS
<PAGE>
Exhibit 23.1
------------
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of an aggregate of 430,188 Ordinary Shares which will
be represented by 860,376 American Depositary Receipts pertaining to the 1994
Share Option Plan of CBT Group PLC (the "Company") of our report dated January
21, 1996 with respect to the consolidated financial statements and schedule of
CBT Group PLC included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the Securities and Exchange Commission.
ERNST & YOUNG
Chartered Accountants
Dublin, Ireland
June 20, 1996
