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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): August 31, 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 August 31, 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 common shares of Ben Watson Associates Ltd., a New
Brunswick, Canada corporation carrying on business under the registered name
scholars.com ("Scholars"). The acquisition of Scholars (the "Acquisition") was
consummated pursuant to a Share Purchase Agreement dated as of August 4, 1997
(the "Share Purchase Agreement"), made and entered into by and among CBT,
Scholars and Ben Watson, the sole shareholder of Scholars ("Watson"). In the
Acquisition, CBT received all of the common shares of Scholars in exchange for
9,408 ordinary shares, par value IR37.5p, of CBT ("CBT Ordinary Shares"). As a
result of the Acquisition, Scholars 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 Watson.
(c) As described in paragraph (a) above, CBT received all of the common
shares of Scholars in exchange for 9,408 CBT Ordinary Shares. The amount of
consideration received by CBT was determined pursuant to arms' length
negotiations between CBT, Scholars and Watson and took into account various
factors concerning the valuation of the business of Scholars.
(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
Watson, a resident of Fredericton, New Brunswick, Canada and a non-U.S. citizen.
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 a non "U.S. person" (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$1,212,000.
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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: September 9, 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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