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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
DECEMBER 10, 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 (Commission File (I.R.S. Employer
of incorporation or Number) Identification No.)
organization)
900 CHESAPEAKE DRIVE
REDWOOD CITY, CALIFORNIA 94063
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (650) 817-5900
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On December 10, 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 December 10, 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: December 10, 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 December 10, 1998
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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CONTACT:
Cindy McCaffrey, CBT Group
(650) 817-5710
[email protected]
CBT GROUP TO ACQUIRE KNOWLEDGE WELL
COMPANY APPOINTS EXECUTIVE MANAGEMENT TEAM:
WILLIAM G. MCCABE NAMED CHAIRMAN;
GREGORY M. PRIEST NAMED PRESIDENT AND CEO
REDWOOD CITY, Calif.--Dec. 10, 1998--CBT Group, a leading provider of
interactive education software for information technology training, today
announced that it has signed a definitive agreement to acquire Knowledge Well, a
provider of business, management and professional education using interactive
learning technologies. The acquisition has been approved by an Independent
Committee of CBT Group's Board of Directors and by the shareholders of Knowledge
Well and is subject to approval by the disinterested shareholders of CBT Group
and required regulatory approvals.
The acquisition has been structured as a stock-for-stock exchange, in which
a total of approximately 4.8 million CBT Group shares will be issued in exchange
for all outstanding shares of Knowledge Well and assumption of all Knowledge
Well options. The price at which the CBT Group shares are to be issued was
determined based on the market value of CBT Group's stock prior to the signing
of the definitive agreement. At that price, the value of the transaction to the
Knowledge Well share and option holders was an aggregate of approximately $52
million. There will be no adjustment to the acquisition consideration for
changes in CBT Group's stock price between the signing of the definitive
agreement and the closing. It is contemplated that the acquisition will be
accounted for as a purchase.
In connection with the transaction, CBT Group has named William G. McCabe,
42, as Chairman of the Board and Gregory M. Priest, 35, as President and Chief
Executive Officer. McCabe currently serves as Knowledge Well's Chairman, and
Priest is currently Knowledge Well's President and CEO. Both McCabe and Priest
have long-standing affiliations with CBT Group. As Chairman and CEO for many
years, McCabe was responsible for CBT Group's growth and international expansion
in the late 1980s and through most of the 1990s. Priest was formerly CBT Group's
Chief Financial Officer, leaving at the end of 1997 to lead Knowledge Well. Both
McCabe and Priest remain members of CBT Group's Board of Directors, and have
served on the interim Management Committee that had run CBT Group since Oct. 1,
1998.
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In addition to McCabe and Priest, CBT Group's new executive management team
will include two key executives who had left CBT Group earlier this year. Bill
Beamish, 44, has been named Executive Vice President, Product Strategy, and Jeff
Newton, 44, will serve as Executive Vice President, Global Channel Sales.
"This transaction is very powerful for CBT Group," McCabe said. "CBT Group
is acquiring a very attractive and complementary franchise. In addition, this
acquisition enables us to reinvigorate CBT Group's executive management, which
is critical to building the franchise in interactive education that we believe
CBT Group can become."
McCabe has indicated that it is his intention to make a significant
purchase of CBT Group shares following the announcement of the acquisition.
"CBT Group has successfully built itself into the largest independent
vendor of interactive education software for information technology
professionals in the world," added Priest. "Information technology is a
tremendous platform upon which to build other interactive education
opportunities. There is a major market opportunity to use the same principles
and technologies in myriad other areas of education for business customers, and
Knowledge Well is at the leading edge of doing so."
Knowledge Well has established a long-term relationship with Kansas State
University to build distance learning programs leading to full undergraduate and
graduate business degrees and is currently working toward completion of the
undergraduate degree. A curriculum of business skills courses leading to
continuing education units and certificate offerings has been defined, and
approximately 30 courses are completed. Knowledge Well also has signed an
agreement to offer a distance learning associate's degree in cooperation with a
regionally accredited college.
In connection with the acquisition, McCabe, Priest and the other key
executives have agreed to execute employment agreements that will include
covenants not to compete. In addition, McCabe, Priest and the other key
executives have signed lock-up agreements obligating them not to sell any shares
obtained in the acquisition prior to one year from the date on which they
returned to run the company on the Management Committee.
The acquisition was negotiated and entered into on behalf of CBT Group by
an Independent Committee of the Board of Directors comprising the directors that
had no shareholding in Knowledge Well. The Independent Committee retained Lehman
Brothers to represent it in the negotiations, and Lehman Brothers has issued a
written opinion to the Independent Committee that the acquisition is fair to the
shareholders of CBT Group from a financial point of view. The acquisition will
also be submitted to a vote of CBT Group's shareholders for approval. No one
with any economic interest in Knowledge Well will participate in the CBT Group
shareholder vote.
This press release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Any forward-looking
statements in this press release are subject to certain risks and uncertainties
that could cause actual results to differ materially from those stated.
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Factors that could cause or contribute to such differences include the
accounting treatment for the acquisition, integration issues, the development
and market acceptance of Knowledge Well's products and Knowledge Well's
dependence on university partners, as well as those discussed in CBT Group's
Form 10-K for the year ended Dec. 31, 1997 and Form 10-Q for the quarter ended
Sept. 30, 1998. In addition, the transaction is subject to certain closing
conditions, and there can be no assurance that the transaction will be
consummated. Any forward-looking statements in this press release reflect
management's opinions only as of the date hereof, and CBT Group assumes no
obligation unless required by law to revise or publicly release the results of
any revision to any such forward-looking statements.
ABOUT CBT GROUP
CBT Group PLC (NASDAQ: CBTSY) 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 organizations to train employees to develop and
apply mission-critical technologies in the workplace.
For information on CBT Group's products, call (800) 387-0932, fax (800)
387-0933, or send an email to [email protected]. CBT Group is located on the
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World Wide Web at www.cbtsys.com.
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