<PAGE>
As filed with the Securities and Exchange Commission on April 16, 1997
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 N.A.
- ------------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
CBT GROUP PUBLIC LIMITED COMPANY
1005 HAMILTON COURT
MENLO PARK, CA 94025
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
APPLIED LEARNING LIMITED EXECUTIVE OPTION PLAN
1996 SUPPLEMENTAL STOCK PLAN
(FULL TITLE OF THE PLAN)
GREGORY M. PRIEST, ESQ.
CBT SYSTEMS USA LTD.
1005 HAMILTON COURT
MENLO PARK, CA 94025
(415) 614-5900
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
ALAN K. AUSTIN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value IR37.5p per Share
- ------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares reserved under the CBT Group 250,000 $96.50/(1)/ $24,125,000.00 $7,310.61
PLC 1996 Supplemental Stock Plan
- ------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares issuable upon exercise of outstanding 4,479 $51.93/(3)/ $232,549.47 $ 70.47
options under the Applied Learning Limited Executive
Option Plan /(2)/
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL 254,479 $24,357,549.47 $7,381.09
==============================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based
upon the average of the high and low sale prices of the Registrant's
American Depositary Shares ("ADSs") on the Nasdaq National Market on April
14, 1997.
(2) Options to purchase 600,000 ordinary shares of Applied Learning Limited
("ALA") under the ALA Executive Option Plan were assumed by the Registrant
pursuant to the transactions contemplated by that certain Implementation
Deed and Scheme of Arrangement, as amended, among the Registrant, ALA, and
the directors of ALA dated as of November 26, 1996.
(3) With respect to outstanding options to purchase ordinary shares of ALA under
the ALA Executive Option Plan, the Proposed Maximum Offering Price Per Share
is estimated pursuant to Rule 457(h) under which Rule the per share price of
options to purchase stock under an employee stock option plan may be
estimated by reference to the exercise price of such options. On an as-
converted basis to the Registrant's Ordinary Shares, the weighted average
exercise price for the outstanding ALA options is $51.93 per Ordinary Share
of the Registrant, and such options are exercisable for an aggregate of
4,479 Ordinary Shares of the Registrant.
===============================================================================
<PAGE>
CBT GROUP PUBLIC LIMITED COMPANY
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
- --------------------------------------------------
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents and information previously filed by CBT Group
Public Limited Company (the "Registrant" or "Company") with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K filed March 31, 1997 for
the fiscal year ended December 31, 1996, and the amendment thereto filed on
Form 10-K/A on April 15, 1997.
(b) The description of the Company's Ordinary Shares as contained in the
Company's Report on Form 8-A filed on March 9, 1995 and Amendment No. 1 thereto
on Form 8-A/A filed on April 10, 1995.
(c) The Company's Reports on Form 8-K dated February 28, 1997 and filed
on March 14, 1997, pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Company's Articles of Association authorize the Company to indemnify
the directors and officers of the Company against certain liabilities and
expenses incurred by such persons in connection with claims made by reason of
their being such a director or officer. The Company's subsidiary, CBT
<PAGE>
Systems USA Ltd., has entered into indemnification agreements with its directors
and officers and directors and officers of the Company serving at the request of
CBT Systems USA Ltd. The indemnification agreements under certain circumstances
require the Company, among other things, to indemnify such officers and
directors against certain liabilities that may arise by reason of their status
or service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature) and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified. The
Company has obtained directors and officers' insurance providing indemnification
for certain of the Company's directors, officers, affiliates or employees for
certain liabilities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
--------- -------------------------------------------------------------------------------
<S> <C>
4.1 Applied Learning Limited Executive Option Plan, including form of stock
option agreement thereunder.
4.2* CBT Group PLC 1996 Supplemental Stock Plan.
5.1 Opinion of Binchys, Solicitors with respect to the securities being registered.
23.1 Consent of Ernst & Young, Chartered Accountants.
23.2 Consent of Binchys, Solicitors (contained in Exhibit 5.1).
24.1 Power of Attorney (See Registration Statement Signature Page).
</TABLE>
- -------------------
* Incorporated by reference to Exhibit 10.16 included in the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 as
filed with the Commission on March 31, 1997.
Item 9. UNDERTAKINGS
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the
<PAGE>
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemni fication is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
CBT Group Public Limited Company, a corporation organized and existing under the
laws of the Republic of Ireland, 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 14th day of April, 1997.
CBT GROUP PUBLIC LIMITED COMPANY
By: /s/JAMES J. BUCKLEY
---------------------------------------
James J. Buckley, President
and Chief Executive Officer
<PAGE>
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, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/WILLIAM G. MCCABE Chairman of the Board April 14, 1997
- ----------------------
William G. McCabe
/s/JAMES J. BUCKLEY President, Chief Executive Officer April 14, 1997
- ---------------------- (Principal Executive Officer) and
James J. Buckley Director
/s/GREGORY M. PRIEST Vice President, Finance, and Chief April 14, 1997
- ---------------------- Financial Officer (Principal Financial
Gregory M. Priest Officer), Director and U.S.
Representative
/s/JOHN P. HAYES Group Financial Controller (Principal April 14, 1997
- ---------------------- Accounting Officer) and Director
John P. Hayes
Director
- ----------------------
John M. Fortune
Director
- ----------------------
Patrick J. McDonagh
/s/JOHN M. GRILLOS Director April 14, 1997
- ----------------------
John M. Grillos
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
--------- -------------------------------------------------------------------------------
<S> <C>
4.1 Applied Learning Limited Executive Option Plan, including form of stock
option agreement thereunder.
4.2* CBT Group PLC 1996 Supplemental Stock Plan.
5.1 Opinion of Binchys, Solicitors with respect to the securities being registered.
23.1 Consent of Ernst & Young, Chartered Accountants.
23.2 Consent of Binchys, Solicitors (contained in Exhibit 5.1).
24.1 Power of Attorney (See Registration Statement Signature page).
</TABLE>
- -------------------
* Incorporated by reference to Exhibit 10.16 included in the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 as
filed with the Securities and Exchange Commission on March 31, 1997.
<PAGE>
EXHIBIT 4.1
APPLIED LEARNING LIMITED
ACN 009 567 916
RULES OF THE
APPLIED LEARNING LIMITED
1996 EXECUTIVE SHARE OPTION PLAN
MINTER ELLISON
Lawyers
Minter Ellison Building
44 Martin Place
SYDNEY NSW 2000
DX 117 SYDNEY
Telephone (02) 9210 4444
Facsimile (02) 9235 2711
Reference LRB:SJW:10470207
<PAGE>
APPLIED LEARNING LIMITED
ACN 009 567 916
RULES OF THE
APPLIED LEARNING LIMITED 1996 EXECUTIVE SHARE OPTION PLAN
1. DEFINITIONS
- -- -----------
In these Rules, unless the contrary intention appears:
"ADDITIONAL CONDITION" means a condition precedent to the exercise of an
Option determined by the Board pursuant to Rule 2.2.
"ASX" means the Australian Stock Exchange Limited.
"BOARD" means all or some of the directors of the Company acting as a
Board, and includes a committee of the Board of Directors.
"BUSINESS DAY" means Monday to Friday inclusive, except New Year's Day,
Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX
declares is not a business day.
"COMPANY" means Applied Learning Limited (ACN 009 567 916).
"EXECUTIVE" means a person in the employment of a company in the Group, who
is concerned, or takes part, in the management of a company in the Group.
"GROUP" means the Company and its related bodies corporate (as defined in
the Corporations Law).
"LISTING RULES" means the official listing Rules of ASX.
"MARKET VALUE OF A SHARE" means the weighted average market price, as
determined by the Board, of all Shares sold on ASX on the five trading days
immediately preceding the date the market value is to be determined.
"NOMINATOR" means, in relation to a person or a body corporate of the
nature referred to in RULE 2.1(B), the relevant Executive.
"OPTION" means an option granted under the Plan to subscribe for Shares.
"PARTICIPANT" means a person who, or a company which, holds an Option
granted under the
1
<PAGE>
Plan.
"PLAN" means this Applied Learning Limited 1996 Executive Share Option
Plan.
"RETIREMENT" in relation to a Participant means retirement by the
Participant from employment of any company in the Group at age 60 or over.
"SHARE" means a fully paid ordinary share of $0.50 in the capital of the
Company.
2. GRANT OF OPTIONS
2.1. Subject to RULE 3 and the Listing Rules the Board may, at its
discretion and at any time, grant any number of Options to:
(a) an Executive; or
(b) a body corporate in which an Executive has a controlling
interest (including any interest that gives control).
2.2. The Board may, when granting an Option, determine an additional
condition precedent that must be satisfied before the Option can be exercised,
including a condition that the Market Value of a Share must be in excess of a
certain price.
2.3. Options must be granted on the terms of this Plan and each Participant
will be taken to have agreed to be bound by the terms of this Plan on the grant
of Options to that Participant.
3. MAXIMUM NUMBER OF OPTIONS
Not more than 1,000,000 Options may be granted under this Plan.
4. ENTITLEMENT
4.1. Each Option entitles the holder to subscribe for and be allotted one
Share, credited as fully paid, at the exercise price per Share of $0.50.
4.2. Subject to these Rules, the Company must allot Shares on exercise of
an Option in accordance with the Listing Rules.
4.3. Shares issued on the exercise of Options will, subject to the
Memorandum and Articles of Association of the Company, rank equally in all
respects (including rights relating to dividends) with all existing issued
Shares from the date of issue.
5. EXERCISE OF OPTIONS
2
<PAGE>
5.1. An Option is exercisable by the Participant lodging with the company
secretary of the Company:
(a) a notice of exercise of Option in the form set out in the
Schedule;
(b) a cheque for the exercise price for each Share to be issued on
exercise of the Option; and
(c) the relevant Option certificate.
5.2. Each time a Participant exercises Options, the Participant must
exercise Options in multiples of 1,000 if not all of the Participant's Options
are being exercised.
5.3. A Participant may:
(a) exercise some or all options granted to that Participant at
any time:
(i) after 31 December 1996; and
(ii) on or before 31 December 1998,
provided the Participant or the Participant's Nominator is then
an Executive and any Additional Condition has been satisfied;
(b) exercise some or all Options granted to that Participant,
within 30 days, or such longer period as the Board determines, after:
(i) the Participant or the Participant's
Nominator ceases to be employed by any company in the Group;
(ii) the employer of the Participant or the
Participant's Nominator ceases to be a company in the Group; or
(iii) receipt by the Participant of notice from the
Board that the Options may be exercised, which notice will be given if the
Company has been served with a Part A statement or Part C statement under
the Corporations Law.
----------------
5.4. The Board may determine that Options may not be exercised on a
particular day or days ("CLOSED DAYS") and any notice of exercise of Option will
be taken to be a notice requiring allotment on the next day to occur which is
not a closed day.
5.5. Options not exercised will lapse on the first to occur of
(a) 31 December 1998;
3
<PAGE>
(b) the expiry of 30 days, or any longer period which the Board
determines, after:
(i) the Participant or the Participant's Nominator
ceases to be employed by any company in the Group; or
(ii) the employer of the Participant or the Participant's
Nominator cease to be a company in the Group;
(c) a determination of the Board that:
(i) the Participant or the Participant's Nominator has
acted fraudulently, dishonestly or in breach of the obligations of the
Participant or the Participant's Nominator to the Company or any company in the
Group; and
(ii) the Option is to be forfeited.
5.6. Within 10 Business Days of the receipt by the company secretary of an
application for the exercise of Options in accordance with RULE 5.1, the Company
must issue and allot to the Participant the number of Shares specified in the
application.
5.7. 4
5.8. If a Participant exercises less than the total number of the
Participant's Options then, as soon as practicable after the participant lodges
an option certificate with the company secretary in accordance with RULE 5.1(c)
("OLD CERTIFICATE"), the company must:
(a) cancel the Old Certificate; and
(b) issue to the Participant a new option certificate in respect
of any unexercised Options of the Participant which were previously the
subject of the Old Certificate.
6. TRANSFER
Options may not be transferred except with the prior written consent of the
Board.
7. QUOTATION OF SHARES
7.1. The Company will make application to ASX for official quotation of
Shares issued on the exercise of Options within 10 Business Days after the date
of final allotment, if other Shares are listed at that time.
7.2. Options will not be quoted on ASX.
4
<PAGE>
8. PARTICIPATION IN NEW ISSUES (INCLUDING RIGHTS ISSUES)
8.1. A Participant may not participate in new issues of securities to
holders of Shares (including offers for cash of Shares pro rata to holders of
Shares) unless:
(a) the Option has been exercised; and
(b) the Shares have been allotted in respect of the
Option,
before the books closing date for determining entitlements to the issue. no
adjustment will be made in the exercise price per Share of each Option, or the
number of Shares to which a Participant is entitled on the exercise of an
Option, as a result of any new issue.
8.2. The Company must give notice to Participants of any new issue not less
than 10 Business Days before the books closing date for determining entitlements
to the issue in accordance with the Listing Rules.
9. BONUS ISSUE
If the Company makes a bonus issue of Shares or other securities
convertible into Shares pro rata to holders of Shares (other than an issue in
lieu of dividends or by way of dividend reinvestment pursuant to any shareholder
election), the number of Shares issued on exercise of each Option will include
the number of bonus shares that would have been issued if the Option had been
exercised prior to the books closing date for the bonus issue. No change will
be made to the exercise price per Share of the Option.
10. RECONSTRUCTION
In the event of a reconstruction (including consolidation, subdivision,
reduction or return) of the issued capital of the Company, the number of Options
or the exercise price per Share of Options or both shall be reconstructed (as
appropriate) in accordance with LISTING RULE 7.22, but in all other respects the
terms for the exercise of Options shall remain unchanged.
11. NOTICES
Notices may be given by the Company to the Participant in the manner
prescribed by the articles of association of the Company for the giving of
notices to members of the Company and the relevant provisions of the articles of
association of the Company apply with all necessary modification to notices to
Participants.
12. RIGHT TO ACCOUNTS
5
<PAGE>
Participants will be sent all reports and accounts required to be laid
before members the Company in general meeting and all notices of general
meetings of members but will not have any right to attend or vote at those
meetings.
13. OVERRIDING RESTRICTIONS ON GRANT AND EXERCISE
Notwithstanding any Rule of this Plan or the terms of any Option, no Option
may be granted or exercised if to do so would contravene the Corporations Law or
----------------
the Listing Rules.
14. ADMINISTRATION OF THE PLAN
14.1. The Plan will be administered by the Board in accordance with these
Rules. The Board may make regulations for the operation of the Plan which are
consistent with these Rules.
14.2. Any power or discretion which is conferred on the Board by these
Rules may be exercised by the Board in the interests or for the benefit of the
Company, and the Board is not, in exercising any such power or discretion, under
any fiduciary or other obligation to any other person.
14.3. The decision of the Board as to the interpretation, effect or
application of these Rules will be final.
15. AMENDMENT TO TERMS AND CONDITIONS
15.1. Any amendment to these Rules shall be submitted to a meeting of
members of the Company for approval by special resolution in accordance with the
Listing Rules.
15.2. No amendment which prejudices the rights of any Participant in
respect of Options granted and outstanding under the Plan shall be operative
unless the consent in writing of such Participant or a majority in number of
such Participants, being a majority which together hold three-quarters of the
total number of the outstanding Options held by all such Participants, is
obtained.
16. RIGHT OF PARTICIPANTS
Neither the grant of Options nor anything in these Rules:
(a) confers on any Participant or any Participant's Nominator
the right to continue as an employee of the Company or any company in the
Group;
(b) affects any rights which the Company or a company in the
Group may have to terminate the employment of any Participant; or
(c) may be used to increase damages in any action brought against
the Company or a company in the Group in respect of any termination of the
employment of any Participant.
6
<PAGE>
17. INTERPRETATION
In these Rules except where the context otherwise requires:
(a) the singular includes the plural and vice versa and words
importing a gender include other genders;
(b) where a word or phrase is given a definite meaning in
these Rules, any part of speech or other grammatical form in respect of
that word or phrase have a corresponding meaning;
(c) the word person includes a firm, a body corporate, an
unincorporated association or an authority;
(d) a reference to a person includes a reference to the
persons executors, administrators, successors, substitutes and assigns; and
(e) headings are for convenience only and do not affect
construction or interpretation.
7
<PAGE>
SCHEDULE
APPLICATION FOR ALLOTMENT OF SHARES ON EXERCISE OF OPTIONS
[Date]
The Directors
Applied Learning Limited
71 Epping Road
North Ryde
NSW 2113
of
hereby exercises the options granted on 19 to apply for /1/
fully paid ordinary shares of $0.50 each in the capital of Applied Learning
Limited. A cheque for $ , representing $0.50 per ordinary share applied
for, is enclosed.
requests you to allot the above number of shares to [him/her/it]
and agrees to accept such shares upon and subject to the terms and conditions
set out in the Memorandum and Articles of Association of Applied Learning
Limited.
authorises you to enter (his/her/its] name on the register of members
in respect of the shares allotted to [him//her/it].
Signed
Name of Participant
______________________
/1/ The number of shares must be a multiple of 1,000 if not all
options are exercised.
8
<PAGE>
Exhibit 5.1
-----------
April 15, 1997
CBT Group Public Limited Company
Beech Hill,
Clonskeagh,
Dublin 4
Dear Sirs:
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 15th April 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 250,000 additional ordinary shares
(which will be represented by 500,000 American Depositary Shares of the
Company) in the capital of the Company reserved for issuance under the
Company's 1996 Supplemental Stock Plan (the "1996 Plan") and the 4,479
additional ordinary shares (which will be represented by 8,958 American
Depositary Shares of the Company) in the capital of the Company reserved for
issuance under the Applied Learning Limited Executive Option Plan (the "ALA
Plan") (together the "Shares").
As your legal counsel, we have examined the proceedings taken in relation to the
1996 Plan and the ALA Plan and are familiar with the proceedings proposed to be
plan taken by you in connection with the issuance of the Shares under the 1996
Plan and the ALA Plan respectively.
It is our opinion that the Shares will be, when issued in the manner referred to
in the 1996 Plan or the ALA Plan as the case may be and pursuant to the
respective agreements that accompany those Plans, 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
------------
[LETTERHEAD OF ERNST & YOUNG]
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8) for the registration of an aggregate of 254,479 Ordinary Shares which
will be represented by 508,958 American Depositary Receipts pertaining to the
Applied Learning Limited Executive Option Plan and 1996 Supplemental Stock 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
- ----------------
ERNST & YOUNG
Chartered Accountants
Dublin, Ireland
April 14, 1996
