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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
OCTOBER 1, 1998
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Date of Report (date of earliest event reported)
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 jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1005 HAMILTON COURT
MENLO PARK, CALIFORNIA 94025
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (650) 614-5900
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 1, 1998, CBT Group PLC issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Not Applicable
(b) Not Applicable
(c) Exhibits. The following exhibit is being filed herewith.
(99.1) Press Release, dated October 1, 1998.
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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: October 1, 1998 CBT GROUP PLC
/s/ Elizabeth K. Roemer
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Elizabeth K. Roemer
Vice President and
General Counsel
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CBT GROUP PLC
EXHIBIT INDEX TO FORM 8-K
Exhibit
(99.1) Press Release, dated October 1, 1998
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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CONTACTS:
Greg Priest Cindy McCaffrey, Media Relations
CBT Group PLC CBT Group PLC
(650) 614-5900 (650) 614-5962
CBT GROUP MAKES HIGH-LEVEL MANAGEMENT CHANGES
COMPANY ANNOUNCES PRELIMINARY THIRD QUARTER FINANCIAL RESULTS;
BOARD OF DIRECTORS ADOPTS SHAREHOLDER RIGHTS PLAN
MENLO PARK, Calif.--Oct. 1, 1998--CBT Group (NASDAQ: CBTSY) today announced
preliminary financial results for the third quarter of 1998, indicating that the
company will record revenues for the quarter of approximately $35 million. Full
financial results will be published in the ordinary course later this month.
CBT Group also announced today that it is making high level management
changes. The company announced that James J. Buckley, 47, CBT Group's chairman
and chief executive officer and a member of CBT Group's board of directors, and
Richard Y. Okumoto, 46, senior vice president of Finance and chief financial
officer and also a member of the company's board of directors, have stepped down
from their positions at the company. The decision that Buckley and Okumoto would
leave the company was made jointly by the members of CBT Group's board of
directors, including Buckley and Okumoto.
The two departing executives will be replaced on an interim basis by a
newly formed management committee. The members of the management committee will
be William G. McCabe, 41, CBT Group's former chairman and chief executive
officer; Gregory M. Priest, 34, CBT Group's former vice president of Finance and
chief financial officer; and John M. Grillos, 56, a member of CBT Group's board
of directors since 1994. The management committee, along with CBT Group's
executive management team, will run the day-to-day operations of the company in
the immediate term and has further been charged with rapidly developing an
action plan to restore confidence in the company and to drive long-term
shareholder value.
"Recent events at CBT Group have created a crisis in confidence in the
company," McCabe said. "As the board of directors has reviewed the situation, we
have collectively concluded that it is in the best interests of the company that
Jim and Rich step down from their posts at this time. We regret that the
situation has reached this point but have all agreed that under the
circumstances, this action best serves the company and its shareholders.
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"In joining in the taking of these steps, Jim and Rich have demonstrated,
in a very difficult personal situation, their commitment to the best interests
of the company and its shareholders," McCabe added. "Jim and Rich have always
displayed a high level of integrity in their conduct of the company's business,
and they continue to do so through their actions today.
"We are obviously disappointed with the company's financial performance in
the third quarter," McCabe said. "It is imperative that CBT Group move quickly
to address the concerns that have arisen surrounding the company, and we are
absolutely committed to doing whatever it takes to do so. As we develop this
strategy, we will absolutely ensure that our shareholders, employees and
customers are apprised of developments on a current basis."
SHAREHOLDER RIGHTS PLAN
The company also announced today that its board of directors has voted to adopt
a shareholders rights plan to protect the company in the event of an unsolicited
acquisition attempt.
"We have determined that implementation of such a plan is prudent at this
time in view of the recent sharp drop in our share price," McCabe said. "We felt
compelled to take action to protect against a potential offer not in the
shareholders' interests, while focusing on rebuilding long-term shareholder
value."
The shareholder rights plan is intended to assure that the board of
directors has the ability to protect shareholders and the company if efforts are
made to gain control of the company in a manner that is not in the best
interests of the company and all of its shareholders. The rights plan is not
being adopted in response to any specific effort to acquire control of the
company, and the board is not aware of any such effort.
ABOUT CBT GROUP
CBT Group is a leading provider of interactive education software for
information technology professionals in business, education and government
markets worldwide. The company's comprehensive library, which covers a range of
client/server, mainframe, and Internet and intranet technologies, is used by the
world's leading corporations to train employees to develop and apply mission-
critical technologies in the workplace. CBT Group is located on the World Wide
Web at http://www.cbtsys.com.
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