<PAGE>
As filed with the Securities and Exchange Commission on September 16, 1997.
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)
BEECH HILL, CLONSKEAGH
DUBLIN 4
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 GROUP PLC
1005 Hamilton Court
Menlo Park, CA 94025
(Name and Address of Agent for Service)
(650) 614-5900
(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>
=========================================================================================================
Proposed Proposed
Amount Maximum Maximum
to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered Per Share Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value IR37.5p
per share(1)
- - Ordinary Shares Reserved Under the 929,810(2) $68.31(3) $63,515,321(3) $19,248.00
1994 Share Option Plan
Total $19,248.00
========================================================================================================
</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 464,905 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 $68.31, which
amount represents the average of the high and low prices for the
Registrant's ADSs as reported on the Nasdaq National Market on September
11, 1997.
<PAGE>
The Registrant hereby incorporates by reference in this Registration
Statement the contents of the Registrant's previously filed Registration
Statements on Form S-8 (File Nos. 33-94300 and 333-06409).
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 Menlo Park, State of California, on this 16 day of September, 1997.
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 James J. Buckley 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 September 16, 1997
- -------------------------
William G. McCabe
/s/ JAMES J. BUCKLEY President, Chief Executive Officer September 16, 1997
- ------------------------- (Principal Executive Officer) and
James J. Buckley Director
/s/ GREGORY M. PRIEST Vice President, Finance, Chief Financial September 16, 1997
- ------------------------- Officer (Principal Financial Officer),
Gregory M. Priest Director and U.S. Representative
/s/ JOHN P. HAYES Group Financial Controller (Principal September 16, 1997
- ------------------------- Accounting Officer) and Director
John P. Hayes
/s/ JOHN M. GRILLOS Director September 16, 1997
- -------------------------
John M. Grillos
/s/ PATRICK J. MCDONAGH Director September 16, 1997
- -------------------------
Patrick J. McDonagh
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
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).
<PAGE>
Exhibit 5.1
-----------
September 16, 1997
CBT Group Public Limited Company
1005 Hamilton Court
Menlo Park, CA 94025
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about September 16, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 464,905 additional Ordinary Shares (which
will be represented by 929,810 American Depositary Shares of CBT) 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,
/s/ Binchys
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 464,905 Ordinary Shares which will
be represented by 929,810 American Depositary Shares pertaining to the 1994
Share Option Plan of CBT Group PLC (the "Company") of our report dated January
20, 1997 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, 1996 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
Chartered Accountants
Dublin, Ireland
September 16, 1997
