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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): December 1, 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: (650) 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 December 1, 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 Middle East Limited, a
limited liability company organized under the International Business Companies
Act of the Commonwealth of the Bahamas ("MidEast"). The acquisition of MidEast
(the "Acquisition") was consummated pursuant to a Share Purchase Agreement
dated as of December 1, 1997 (the "Share Purchase Agreement"), by and among
CBT, MidEast, John Todd, the managing director of MidEast, and Hamilton
Brothers Limited, solely in its capacity as bare trustee of the trust that
legally owns all of the issued and outstanding ordinary shares of MidEast
("HBL"). In the Acquisition, CBT received all of the ordinary shares of
MidEast, all of which were held by HBL, in exchange for 64,500 ordinary
shares, par value IR37.5p, of CBT ("CBT Ordinary Shares"). As a result of the
Acquisition, MidEast became a wholly owned subsidiary of CBT.
(b) There were no underwriters or placement agents involved in the
Acquisition. All of the CBT Ordinary Shares were issued to HBL.
(c) As described in paragraph (a) above, CBT received all of the ordinary
shares of MidEast in exchange for 64,500 CBT Ordinary Shares. The amount of
consideration received by CBT was determined pursuant to arms' length
negotiations and took into account various factors concerning the valuation of
the business of MidEast.
(d) In connection with the issuance of the CBT Ordinary Shares in the
Acquisition, CBT relied upon the exemptions contained in Regulation S and
Section 4(2) under the Securities Act of 1933, as amended (the "Act"). The
Acquisition consisted of the offer and sale of the CBT Ordinary Shares to HBL, a
company organized and incorporated outside the United States and not formed by
any U.S. person, and the beneficiaries of the bare trust for which HBL serves as
trustee, all of whom are non-U.S. citizens resident outside the United States.
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 fall within the
exemption contained in Section 4(2) of the Act. The fair market value of the
CBT Ordinary Shares as of the date of the Acquisition was approximately
US$9,500,000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: December 11, 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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