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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 1997
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CBT GROUP PUBLIC LIMITED COMPANY
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(Exact name of registrant as specified in its charter)
Republic of Ireland 0-25674 Not Applicable
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
1005 HAMILTON COURT, MENLO PARK, CALIFORNIA 94025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 614-5900
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N/A
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(Former name or former address, if changed since last report)
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
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(a) On February 28, 1997 (the "Closing Date"), CBT Group PLC, a public
limited company organized under the laws of the Republic of Ireland ("CBT"),
acquired all of the outstanding ordinary shares of CBT Systems Benelux B.V., a
Netherlands limited liability company with its corporate seat in Amsterdam, The
Netherlands ("Benelux"). The acquisition of Benelux (the "Acquisition") was
consummated pursuant to a Share Purchase Agreement dated as of February 28, 1997
(the "Share Purchase Agreement"), made and entered into by and among CBT,
Benelux, BDT Systems B.V., a Netherlands limited liability company with its
corporate seat in Amsterdam, The Netherlands ("BDT"), FMU Systems B.V., a
Netherlands limited liability company with its corporate seat in Amsterdam, The
Netherlands ("FMU," and, together with BDT, the "Shareholders"), Bill Thorpe and
Frank Uges. In the Acquisition, CBT received all of the ordinary shares of
Benelux, all of which were held by the Shareholders, in exchange for 17,840
ordinary shares, par value IR37.5p, of CBT ("CBT Ordinary Shares"). As a result
of the Acquisition, Benelux became a wholly-owned subsidiary of CBT.
(b) There were no underwriters or placement agents involved in the
Acquisition. The CBT Ordinary Shares were issued to BDT and FMU in equal
amounts.
(c) As described in paragraph (a) above, CBT received all of the ordinary
shares of Benelux in exchange for 17,840 CBT Ordinary Shares. The amount of
consideration received by CBT was determined pursuant to arms' length
negotiations between CBT and Benelux and took into account various factors
concerning the valuation of the business of Benelux.
(d) In connection with the issuance of the CBT Ordinary Shares in the
Acquisition, CBT relied upon the exemptions contained in Regulation S and
Regulation D under the Securities Act of 1933, as amended (the "Act"). The
Acquisition consisted of the offer and sale of the CBT Ordinary Shares to BDT
and FMU, each of which is a Netherlands limited liability company wholly owned
by Messrs. Thorpe and Uges, respectively. Messrs. Thorpe and Uges, in turn, are
each residents of Amsterdam and non-U.S. citizens. Without limiting the
generality of the foregoing, the offer and sale of the CBT Ordinary Shares were
made in an "offshore transaction" (as defined in Rule 902(i) of the Act) to non
"U.S. persons" (as defined in Rule 902(o) of the Act) in the absence of any
"directed selling efforts" (as defined in Rule 902(b) of the Act). In addition,
CBT structured the Acquisition to comply with the requirements of Rule 505 of
Regulation D under the Act. The fair market value of the CBT Ordinary Shares as
of the date of the Acquisition was approximately US$1,900,000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 12, 1997 CBT GROUP PLC
/s/ Gregory M. Priest
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Gregory M. Priest
Vice President, Finance
and Chief Financial Officer
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