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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1998
REGISTRATION NO. 333-51159
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
CBT GROUP PUBLIC LIMITED COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<CAPTION>
<S> <C> <C>
REPUBLIC OF IRELAND 7372 NOT APPLICABLE
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
1005 HAMILTON COURT
MENLO PARK, CALIFORNIA 94025
(650) 614-5900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES J. BUCKLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CBT GROUP PLC
1005 HAMILTON COURT
MENLO PARK, CALIFORNIA 94025
(650) 614-5900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------
COPIES TO:
Alan K. Austin Jeffrey L. Wade
Steven V. Bernard Andrews & Kurth, L.L.P.
James C. Creigh 2170 Buckthorne Place
Wilson Sonsini Goodrich & Rosati Suite 150
Professional Corporation The Woodlands, Texas 77380
650 Page Mill Road (713) 220-4801
Palo Alto, CA 94304
(650) 493-9300
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
UPON CONSUMMATION OF THE MERGER DESCRIBED HEREIN.
-------------------
If the only securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
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EXPLANATORY NOTE
This Post Effective Amendment No. 1 contains no exhibits. On May 29, 1998,
the merger of Merger Sub with and into ForeFront was consummated. Pursuant to
the Merger, each issued and outstanding share of ForeFront Common Stock was
converted into the right to receive 0.3137 CBT ADSs and each option, warrant and
other right to acquire ForeFront Common Stock was assumed by CBT and became an
equivalent right with respect to CBT ADSs, on the same terms as the original
option warrant or right, adjusted to reflect the Exchange Ratio.
CBT elected not to incorporate information by reference into the
Registration Statement. CBT is eligible to file on Form S-3 and to incorporate
information by reference on a prospective basis. This Post Effective Amendment
No. 1 is being filed to add prospective incorporation by reference so that the
Registration Statement will remain current for the issuance of Ordinary Shares
represented by CBT ADSs that may be issued in the future upon exercise of
options, warrants and other rights that CBT assumed in connection with the
Merger. Capitalized terms used and not defined in this Explanatory Note have the
meaning set forth in the Proxy Statement/Prospectus included in this
Registration Statement.
1. Page 1 of the Registration Statement is hereby amended to insert the
following text immediately before the capitalized legend at the bottom of such
page:
"INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by CBT with the SEC pursuant to the
Exchange Act are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
(c) The Company's Current Report on Form 8-K dated June 12, 1998; and
(d) The description of the Ordinary Shares contained in the Company's
Registration Statement on Form 8-A filed on March 9, 1995 and Amendment
No. 1 thereto on Form 8-A/A filed on April 10, 1995.
All documents filed by CBT pursuant to Sections 13(a), 13(c) 14 and 15(d)
of the Exchange Act after the date of the Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing such
documents. Statements contained in the foregoing documents incorporated by
reference shall be deemed to be modified or superseded hereby to the extent that
statements contained in this Proxy Statement/Prospectus, or in any subsequently
filed documents that are amendments hereto or that are incorporated herein by
reference, shall modify or replace such statements.
CBT will furnish without charge to each person, including any beneficial
owner, to whom this Proxy Statement/Prospectus is delivered, upon the request of
such person, a copy of any of the documents incorporated by reference herein,
except for the exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such copies, or
requests for additional information regarding
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CBT, should be directed to CBT at 1005 Hamilton Court, Menlo Park, CA 94025;
attn: General Counsel. The telephone number at such location is (650) 614-5900."
2. Page II-7 is hereby amended to insert the following text immediately
before the last paragraph on such page:
"(8) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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."
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Post Effective No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Menlo Park, State of California, on July 2, 1998.
CBT GROUP PUBLIC LIMITED COMPANY
By: /s/ Richard Y. Okumoto
------------------------------------------
Richard Y. Okumoto
Vice President, Finance and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities and on the dates indicated.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board July 2, 1998
- ------------------------
William G. McCabe
* President, Chief Executive Officer July 2, 1998
- ------------------------ (Principal Executive Officer) and
James J. Buckley Director
/s/ Richard Y. Okumoto Vice President, Finance and Chief July 2, 1998
- ------------------------ Financial Officer
Richard Y. Okumoto
* Group Financial Controller July 2, 1998
- ------------------------ (Principal Accounting Officer)
John P. Hayes and Director
* Director July 2, 1998
- ------------------------
Gregory M. Priest
Director June __, 1998
- ------------------------
Patrick J. McDonagh
* Director July 2, 1998
- ------------------------
John Grillos
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*By: /s/ Richard Y. Okumoto
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Richard Y. Okumoto,
Attorney-in-Fact
