<PAGE>
As filed with the Securities and Exchange Commission on December 7, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
CBT GROUP PUBLIC LIMITED COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------------
REPUBLIC OF IRELAND 7372 N/A
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
900 CHESAPEAKE DRIVE
REDWOOD CITY, CALIFORNIA 94063
(650) 817-5900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-----------------------
AMENDED AND RESTATED 1994 SHARE OPTION PLAN
(FULL TITLE OF THE PLAN)
-----------------------
ELIZABETH K. ROEMER
VICE PRESIDENT AND GENERAL COUNSEL
CBT GROUP PLC
900 CHESAPEAKE DRIVE
REDWOOD CITY, CALIFORNIA 94063
(650) 817-5900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-----------------------
Copy to:
ALAN K. AUSTIN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
-----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
TITLE OF EACH CLASS AMOUNT
OF SECURITIES TO TO BE PRICE MAXIMUM REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value IR9.375p
per share, with attached Subscription
Rights.................................. 1,000,000 shares $9.81 $ 9,812,500 $2,728
- ---------------------------------------------------------------------------------------------------------------------
TOTAL 1,000,000 shares $9.81 $ 9,812,500 (2) $2,728
=====================================================================================================================
</TABLE>
(1) Each Ordinary Share issued will have attached thereto one Subscription
Right.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of
the high and low prices for the Registrant's American Depositary Shares on
the Nasdaq National Market on December 2, 1998. The value attributable to
the Subscription Rights is reflected in the price of the American
Depositary Shares. Each Ordinary Share is represented by one American
Depositary Share.
================================================================================
<PAGE>
CBT GROUP PUBLIC LIMITED COMPANY
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents and information previously filed by CBT Group Public
Limited Company (the "Registrant" or "Company") with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998.
(d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1998.
(e) The Company's Current Report on Form 8-K dated June 12, 1998.
(f) The Company's Current Report on Form 8-K dated September 29, 1998.
(g) The Company's Current Report on Form 8-K dated October 1, 1998.
(h) The Company's Current Report on Form 8-K dated October 5, 1998.
(i) The description of the Company's Ordinary Shares as 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.
(j) The description of the Company's Subscription Rights contained in the
Company's Registration Statement on Form 8-A filed on October 5, 1998.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
<PAGE>
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Company's Articles of Association authorize the Company to indemnify
the directors and officers of the Company against certain liabilities and
expenses incurred by such persons in connection with claims made by reason of
their being such a director or officer. The Company's subsidiary, CBT Systems
USA Ltd., has entered into indemnification agreements with its directors and
officers and directors and officers of the Company serving at the request of CBT
Systems USA Ltd. The indemnification agreements under certain circumstances
require the Company, among other things, to indemnify such officers and
directors against certain liabilities that may arise by reason of their status
or service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature) and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified. The
Company has obtained directors and officers' insurance providing indemnification
for certain of the Company's directors, officers, affiliates or employees for
certain liabilities.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
Exhibit
Number Document
- ------ --------
4.1 CBT Group PLC Amended and Restated 1994 Share Option Plan
5.1 Opinion of Binchys, Solicitors with respect to the securities being
registered
23.1 Consent of Ernst & Young, Chartered Accountants
23.2 Consent of Binchys, Solicitors (contained in Exhibit 5.1)
24.1 Power of Attorney (See Signature Page)
-2-
<PAGE>
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, 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.
(c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Redwood City, State of California, on this 4th day of
December, 1998.
CBT GROUP PUBLIC LIMITED COMPANY
By: /s/ Gregory M. Priest
---------------------------------------
Gregory M. Priest, Director and
Member of Management Committee
-4-
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gregory M. Priest as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------ ----------------
/s/ William G. McCabe Director (Co-Principal December 4, 1998
- ----------------------------------- Executive Officer)
William G. McCabe
/s/ John P. Hayes Group Financial December 4, 1998
- ----------------------------------- Controller (Principal
John P. Hayes Financial and Accounting
Officer) and Director
/s/ Gregory M. Priest Director (Co-Principal December 4, 1998
- ----------------------------------- Executive Officer)
Gregory M. Priest
/s/ Patrick J. McDonagh Director December 4, 1998
- -----------------------------------
Patrick J. McDonagh
/s/ John Grillos Director (Co-Principal December 4, 1998
- ----------------------------------- Executive Officer)
John Grillos
/s/ James Krzywicki Director December 4, 1998
- -----------------------------------
James Krzywicki
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Document
4.1 CBT Group PLC Amended and Restated 1994 Share Option Plan
5.1 Opinion of Binchys, Solicitors with respect to the securities
being registered
23.1 Consent of Ernst & Young, Chartered Accountants
23.2 Consent of Binchys, Solicitors (contained in Exhibit 5.1)
24.1 Power of Attorney (See Signature Page)
<PAGE>
EXHIBIT 4.1
CBT GROUP, PLC.
AMENDED AND RESTATED 1994 SHARE OPTION PLAN
1. Purposes of the Plan. The purposes of this Share Plan are:
--------------------
. to attract and retain the best available personnel for positions
of substantial responsibility,
. to provide additional incentive to Employees and Consultants, and
. to promote the success of the Company's business.
Options granted under the Plan may be Incentive Share Options or Nonstatutory
Share Options, as determined by the Administrator at the time of grant.
2. Definitions. As used herein, the following definitions shall apply:
-----------
(a) "Administrator" means the Board or any of its Committees as shall
-------------
be administering the Plan, in accordance with Section 4 of the Plan.
(b) "Applicable Laws" means the legal requirements relating to the
---------------
administration of share option plans under United States state corporate and
securities laws, the Code and applicable laws of Ireland.
(c) "Board" means the Board of Directors of the Company.
-----
(d) "Code" means the Internal Revenue Code of 1986, as amended.
----
(e) "Committee" means a Committee appointed by the Board in accordance
---------
with Section 4 of the Plan.
(f) "Company" means CBT Group, plc., a company incorporated under the
-------
laws of Ireland.
(g) "Consultant" means any person, including an advisor, engaged by
----------
the Company or a Parent or Subsidiary to render services and who is compensated
for such services. The term "Consultant" shall not include Directors who are
paid only a director's fee by the Company or who are not compensated by the
Company for their services as Directors.
<PAGE>
(h) "Continuous Status as an Employee or Consultant" means that the
----------------------------------------------
employment or consulting relationship with the Company, any Parent or Subsidiary
is not interrupted or terminated. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor. A
leave of absence approved by the Company shall include sick leave, military
leave, or any other personal leave. For purposes of Incentive Share Options, no
such leave may exceed 90 days, unless reemployment upon expiration of such leave
is guaranteed by statute or contract, including Company policies. If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 91st day of such leave any Incentive Share Option held
by the Optionee shall cease to be treated as an Incentive Share Option and shall
be treated for tax purposes as a Nonstatutory Share Option.
(i) "Director" means a member of the Board.
--------
(j) "Disability" means total and permanent disability as defined in
----------
Section 22(e)(3) of the Code.
(k) "Employee" means any person, including Officers and Directors,
--------
employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as
------------
amended.
(m) "Fair Market Value" means, as of any date, the value of Ordinary
-----------------
Shares determined as follows:
(i) If the Ordinary Shares are listed on any established
stock exchange or a national market system in the United States of America,
including without limitation the Nasdaq National Market of the National
Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System,
the Fair Market Value of an Ordinary Share shall be the closing sales price for
such Ordinary Share (or the closing bid, if no sales were reported) as quoted on
such system or exchange (or the exchange with the greatest volume of trading in
Ordinary Shares) on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;
(ii) If the Ordinary Shares are quoted on the NASDAQ System
(but not on the Nasdaq National Market thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of an Ordinary Share shall be the mean between the high bid and low
asked prices for the Ordinary Shares on the last market trading day prior to the
day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;
-2-
<PAGE>
(iii) In the absence of an established market for the Ordinary
Shares, the Fair Market Value shall be determined in good faith by the
Administrator;
(iv) In no event shall Fair Market Value be less than the par
value of the Ordinary Shares.
(n) "Incentive Share Option" means an Option intended to qualify as an
----------------------
incentive share option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
(o) "Nonstatutory Share Option" means an Option not intended to
-------------------------
qualify as an Incentive Share Option.
(p) "Notice of Grant" means a written notice evidencing certain terms
---------------
and conditions of an individual Option grant. The Notice of Grant is part of
the Option Agreement.
(q) "Officer" means a person who is an officer of the Company within
-------
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(r) "Option" means an option to purchase Ordinary Shares granted
------
pursuant to the Plan.
(s) "Option Agreement" means a written agreement between the Company
----------------
and an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the plan.
(t) "Option Exchange Program" means a program whereby outstanding
-----------------------
options are surrendered in exchange for options with a lower exercise price.
(u) "Optioned Share" means the Ordinary Shares subject to an Option.
--------------
(v) "Optionee" means an Employee or Consultant who holds an
--------
outstanding Option.
(w) "Ordinary Shares" mean the Ordinary Shares of the Company.
---------------
(x) "Parent" means a "parent corporation", whether now or hereafter
------
existing, as defined in Section 424(e) of the Code.
(y) "Plan" means this 1994 Share Option Plan.
----
(z) "Rule 16b-3" means Rule l6b-3 of the Exchange Act or any successor
----------
to Rule 16b-3, as in effect when discretion is being exercised with respect to
the Plan.
-3-
<PAGE>
(aa) "Subsidiary" means a "subsidiary corporation", whether now or
----------
hereafter existing, as defined in Section 424(f) of the Code.
3. Shares Subject to the Plan. Subject to the provisions of Section 12
--------------------------
of the Plan, the maximum aggregate number of Ordinary Shares which may be
optioned and sold under the Plan is 7,243,004 Ordinary Shares. The Ordinary
Shares may be authorized, but unissued.
If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Ordinary Shares which were subject thereto shall become available
for future grant or sale under the Plan (unless the Plan has terminated);
provided, however, that Ordinary Shares that have actually been issued under the
- --------
Plan shall not be returned to the Plan and shall not become available for future
distribution under the Plan.
4. Administration of the Plan.
--------------------------
(a) Procedure.
---------
(i) Multiple Administrative Bodies. If permitted by
------------------------------
Rule l6b-3, the Plan may be administered by different bodies with respect to
Directors, Officers who are not Directors, and Employees who are neither
Directors nor Officers.
(ii) Administration With Respect to Directors and Officers
-----------------------------------------------------
Subject to Section 16(b). With respect to Option grants made to Employees who
- ---------- -------------
are also Officers or Directors subject to Section 16(b) of the Exchange Act, the
Plan shall be administered by (A) the Board, if the Board may administer the
Plan in compliance with the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3, or (B) a committee designated by the Board
to administer the Plan, which committee shall be constituted to comply with the
rules governing a plan intended to qualify as a discretionary plan under Rule
16b-3. Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the Board may
increase the size of the Committee and appoint additional members, remove
members (with or without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by the rules governing
a plan intended to qualify as a discretionary plan under Rule 16b-3.
(iii) Administration With Respect to Other Persons. With
--------------------------------------------
respect to Option grants made to Employees or Consultants who are neither
Directors nor Officers of the Company, the Plan shall be administered by (A) the
Board or (B) a committee designated by the Board, which committee shall be
constituted to satisfy Applicable Laws. Once appointed, such Committee shall
serve in its designated capacity until otherwise directed by the Board. The
Board may increase the size of the Committee and appoint additional members,
remove members (with or without cause) and substitute new members, fill
vacancies (however caused), and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent permitted by
Applicable Laws.
-4-
<PAGE>
(b) Powers of the Administrator. Subject to the provisions of the
---------------------------
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:
(i) to determine the Fair Market Value of the Ordinary
Shares, in accordance with Section 2(m) of the Plan;
(ii) to select the Consultants and Employees to whom Options
may be granted hereunder;
(iii) to determine whether and to what extent Options are
granted hereunder;
(iv) to determine the number of Ordinary Shares to be covered
by each Option granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the Ordinary Shares
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;
(vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Ordinary Shares
covered by such Option shall have declined since the date the Option was
granted;
(viii) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan;
(ix) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;
(x) to modify or amend each Option (subject to Section 14(c)
of the Plan), including the discretionary authority to extend the post-
termination exercisability period of Options longer than is otherwise provided
for in the Plan;
(xi) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option previously
granted by the Administrator;
-5-
<PAGE>
(xii) to institute an Option Exchange Program;
(xiii) to determine the terms and restrictions applicable to
Options; and
(xiv) to make all other determinations deemed necessary or
advisable for administering the Plan.
(c) Effect of Administrator's Decision. The Administrator's
----------------------------------
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.
5. Eligibility. Nonstatutory Share Options may be granted to Employees
-----------
and Consultants. Incentive Share Options may be granted only to Employees. If
otherwise eligible, an Employee or Consultant who has been granted an Option may
be granted additional Options.
6. Limitations.
-----------
(a) Each Option shall be designated in the Notice of Grant as either
an Incentive Share Option or a Nonstatutory Share Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value:
(i) of Ordinary Shares subject to an Optionee's Incentive
Share Options granted by the Company, any Parent or Subsidiary, which
(ii) become exercisable for the first time during any
calendar year (under all plans of the Company or any Parent or Subsidiary)
exceeds $100,000, such excess Options shall be treated as Nonstatutory Share
Options. For purposes of this Section 6(a), Incentive Share Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Ordinary Shares shall be determined as of the time of grant.
(b) Subject to Applicable Laws, neither the Plan nor any Option shall
confer upon an Optionee any right with respect to continuing the Optionee's
employment or consulting relationship with the Company, nor shall they interfere
in any way with the Optionee's right or the Company's right to terminate such
employment or consulting relationship at any time, with or without cause.
(c) The following limitations shall apply to grants of Options to
Employees:
(i) No Employee shall be granted, in any fiscal year of the
Company, Options to purchase more than 125,000 Ordinary Shares.
-6-
<PAGE>
(ii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 12.
(iii) If an Option is canceled in the same fiscal year of the
Company it was granted (other than in connection with a transaction described in
Section 12), the canceled Option will be counted against the limit set forth in
this Section 6(c)(i). For this purpose, if the exercise price of an Option is
reduced, the transaction will be treated as a cancellation of the Option and the
grant of a new Option.
7. Term of Plan. Subject to Section 18 of the Plan, the Plan shall
------------
become effective upon the earlier to occur of its adoption by the Board or its
approval by the shareholders of the Company as described in Section 18 of the
Plan. It shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 14 of the Plan.
8. Term of Option. The term of each Option shall be stated in the Notice
--------------
of Grant; provided, however, that in the case of an Incentive Share Option, the
term shall be ten (10) years from the date of grant or such shorter term as may
be provided in the Notice of Grant. Moreover, in the case of an Incentive Share
Option granted to an Optionee who, at the time the Incentive Share Option is
granted, owns a number of Ordinary Shares representing more than ten percent
(10%) of the voting power of all classes of share of the Company or any Parent
or Subsidiary, the term of the Incentive Share Option shall be five (5) years
from the date of grant or such shorter term as may be provided in the Notice of
Grant.
9. Option Exercise Price and Consideration.
---------------------------------------
(a) Exercise Price. The per share exercise price for the Ordinary
--------------
Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:
(i) In the case of an Incentive Share Option
(A) granted to an Employee who, at the time the Incentive
Share Option is granted, owns a number of Ordinary Shares representing more than
ten percent (10%) of the voting power of all classes of share of the Company or
any Parent or Subsidiary, the per Ordinary Share exercise price shall be no less
than 110% of the Fair Market Value per Ordinary Share on the date of grant.
(B) granted to any Employee other than an Employee described
in paragraph (A) immediately above, the per Ordinary Share exercise price shall
be no less than 100% of the Fair Market Value per Ordinary Share on the date of
grant.
(ii) In the case of a Nonstatutory Share Option, the per Ordinary
Share exercise price shall be determined by the Administrator subject to the
Applicable Laws.
-7-
<PAGE>
(b) Waiting Period and Exercise Dates. At the time an Option is
---------------------------------
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised. In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service period.
(c) Form of Consideration. The Administrator shall determine the
---------------------
acceptable form of consideration for exercising an Option, including the method
of payment, subject to compliance with Applicable Laws. In the case of an
Incentive Share Option, the Administrator shall determine the acceptable form of
consideration at the time of grant, subject to compliance with Applicable Laws.
Such consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) delivery of a properly executed exercise notice together
with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price;
(v) any combination of the foregoing methods of payment; or
(vi) such other consideration and method of payment for the
issuance of Ordinary Shares to the extent permitted by Applicable Laws.
10. Exercise of Option.
------------------
(a) Procedure for Exercise; Rights as a Shareholder. Any Option
-----------------------------------------------
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement.
An Option may not be exercised for a fraction of an Ordinary
Share.
An Option shall be deemed exercised when the Company receives:
(i) written notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the
Ordinary Shares with respect to which the Option is exercised. Full payment may
consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan and permitted
under the Applicable Laws. Ordinary Shares issued upon exercise of an Option
shall be issued in the name of the Optionee or, if requested by the Optionee, in
the name of the Optionee and his or her spouse. Until the share certificate
evidencing such Ordinary Shares is issued (as evidenced by the entry of the
-8-
<PAGE>
name of the purchaser of such Option Shares in the Registry of Members of the
Company) no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Share, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
share certificate promptly after the Option is exercised. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the share certificate is issued, except as provided in Section 12 of the
Plan.
Exercising an Option in any manner shall decrease the number of
Ordinary Shares thereafter available, both for purposes of the Plan and for sale
under the Option, by the number of Ordinary Shares as to which the Option is
exercised.
(b) Termination of Employment or Consulting Relationship. Upon
----------------------------------------------------
termination of an Optionee's Continuous Status as an Employee or Consultant,
other than upon the Optionee's death or Disability, the Optionee may exercise
his or her Option, but only within such period of time as is specified in the
Notice of Grant, and only to the extent that the Optionee was entitled to
exercise it at the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Notice of Grant). In
the absence of a specified time in the Notice of Grant, the Option shall remain
exercisable for 90 days following the Optionee's termination of Continuous
Status as an Employee or Consultant. In the case of an Incentive Share Option,
such period of time shall not exceed ninety (90) days from the date of
termination. If, at the date of termination, the Optionee is not entitled to
exercise his or her entire Option, the Ordinary Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Ordinary
Shares covered by such Option shall revert to the Plan.
(c) Disability of Optionee. In the event that an Optionee's
----------------------
Continuous Status as an Employee or Consultant terminates as a result of the
Optionee's Disability, the Optionee may exercise his or her Option at any time
within twelve (12) months from the date of such termination, but only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the Ordinary
Shares covered by the unexercisable portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or her Option
within the time specified herein, the Option shall terminate, and the Ordinary
Shares covered by such Option shall revert to the Plan.
(d) Death of Optionee. In the event of the death of an Optionee, the
-----------------
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent that the Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Ordinary Shares covered by the
unexercisable portion of the Option shall immediately revert to the Plan. If,
after death, the Optionee's estate or a person who acquired the right to
exercise the Option by bequest or
-9-
<PAGE>
inheritance does not exercise the Option within the time specified herein; the
Option shall terminate, and the Ordinary Shares covered by such Option shall
revert to the Plan.
(e) Rule 16b-3. Options granted to individuals subject to Section 16
----------
of the Exchange Act ("Insiders") must comply with the applicable provisions of
Rule 16b-3 and shall contain such additional conditions or restrictions as may
be required thereunder to qualify for the maximum exemption from Section 16 of
the Exchange Act with respect to Plan transactions.
11. Non-Transferability of Options. An Option may not be sold, pledged,
------------------------------
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
12. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset
----------------------------------------------------------------------
Sale or Change of Control.
- -------------------------
(a) Changes in Capitalization. Subject to any required action by the
-------------------------
shareholders of the Company, the number of Ordinary Shares covered by each
outstanding Option, and the number of Ordinary Shares which have been authorized
for issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option, as well as the price per Ordinary Share covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued Ordinary Shares resulting from a share subdivision, reverse
share subdivision, scrip dividend, combination or reclassification of Ordinary
Shares, or any other increase or decrease in the number of issued Ordinary
Shares effected (subject to Applicable Laws) without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of share of any class, or
securities convertible into shares of share of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Ordinary Shares subject to an Option.
(b) Dissolution or Liquidation. In the event of the proposed
--------------------------
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Board may, in the exercise of its
sole discretion in such instances, declare that any Option shall terminate as of
a date fixed by the Board and give each Optionee the right to exercise his or
her Option as to all or any part of the Optioned Share, including Ordinary
Shares as to which the Option would not otherwise be exercisable.
(c) Merger or Asset Sale. In the event of a merger of the Company
--------------------
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option shall be assumed or an equivalent option
shall be substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. The Administrator may, in lieu of such assumption or
substitution, provide for the Optionee to have the right to exercise the Option
as to all
-10-
<PAGE>
or a portion of the Optioned Share, including Ordinary Shares as to which it
would not otherwise be exercisable. If the Administrator makes an Option
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee that the Option
shall be fully exercisable for a period of fifteen (15) days from the date of
such notice, and the Option will terminate upon the expiration of such period.
For the purposes of this paragraph, the Option shall be considered assumed if,
following the merger or sale of assets, the option confers the right to
purchase, for each Ordinary Share of Optioned Share subject to the Option
immediately prior to the merger or sale of assets, the consideration (whether
share, cash, or other securities or property) received in the merger or sale of
assets by holders of Ordinary Shares for each Ordinary Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Ordinary Shares); provided, however, that if such consideration
received in the merger or sale of assets was not solely common share of the
successor corporation or its Parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Ordinary Share of Optioned Share subject to the
Option, to be solely common share of the successor corporation or its Parent
equal in fair market value to the per share consideration received by holders of
Ordinary Shares in the merger or sale of assets.
13. Date of Grant. The date of grant of an Option shall be, for all
-------------
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
14. Amendment and Termination of the Plan.
-------------------------------------
(a) Amendment and Termination. The Board may at any time amend,
-------------------------
alter, suspend or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain shareholder
--------------------
approval of any Plan amendment to the extent necessary and desirable to comply
with Rule 16b-3 or with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule or regulation, including the requirements
of any exchange or quotation system on which the Ordinary Shares are listed or
quoted). Such shareholder approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or
regulation.
(c) Effect of Amendment or Termination. No amendment, alteration,
----------------------------------
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
15. Conditions Upon Issuance of Shares.
----------------------------------
(a) Legal Compliance. Ordinary Shares shall not be issued pursuant to
----------------
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such
-11-
<PAGE>
Ordinary Shares shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, Applicable Laws, and the
requirements of any share exchange or quotation system upon which the Ordinary
Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise of an
--------------------------
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Ordinary Shares are being
purchased only for investment and without any present intention to sell or
distribute such Ordinary Shares if, in the opinion of counsel for the Company,
such a representation is required.
16. Liability of Company.
--------------------
(a) Inability to Obtain Authority. The inability of the Company to
-----------------------------
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Ordinary Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Ordinary Shares as to
which such requisite authority shall not have been obtained.
(b) Grants Exceeding Allotted Ordinary Shares. If the Optioned Share
-----------------------------------------
covered by an Option exceeds, as of the date of grant, the number of Ordinary
Shares which may be issued under the Plan without additional shareholder
approval, such Option shall be void with respect to such excess Optioned Share,
unless shareholder approval of an amendment sufficiently increasing the number
of Ordinary Shares subject to the Plan is timely obtained in accordance with
Section 14(b) of the Plan.
17. Reservation of Ordinary Shares. The Company, during the term of this
------------------------------
Plan, will at all times reserve and keep available such number of authorized
Ordinary Shares as shall be sufficient to satisfy the requirements of the Plan.
18. Shareholder Approval. Continuance of the Plan shall be subject to
--------------------
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be obtained
in the manner and to the degree required under Applicable Laws.
-12-
<PAGE>
CBT GROUP, PLC
SHARE OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.
I. NOTICE OF SHARE OPTION
----------------------
[Optionee's Name and Address]
You have been granted an option to purchase Ordinary Shares of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:
Grant Number
------------------------------
Date of Grant
------------------------------
Vesting Commencement Date
------------------------------
Exercise Price per Ordinary Share $
-----------------------------
Total Number of Ordinary Shares Granted
------------------------------
Total Exercise Price $
-----------------------------
Type of Option: Incentive Share Option
---
Nonstatutory Share Option
---
Term/Expiration Date:
------------------------------
Vesting Schedule:
----------------
This Option may be exercised, in whole or in part, in accordance with the
following schedule:
[25% of the Ordinary Shares subject to the Option shall vest twelve months
after the Vesting Commencement Date, and 1/48 of the Ordinary Shares subject to
the Option shall vest each month thereafter].
<PAGE>
Termination Period:
- ------------------
This Option may be exercised for ____ [days/months] after termination of
the Optionee's employment or consulting relationship with the Company. Upon the
death or Disability of the Optionee, this Option may be exercised for such
longer period as provided in the Plan. In the event of the Optionee's change in
status from Employee to Consultant or Consultant to Employee, this Option
Agreement shall remain in effect. In no event shall this Option be exercised
later than the Term/Expiration Date as provided above.
II. AGREEMENT
---------
1. Grant of Option. The Plan Administrator of the Company hereby grants
---------------
to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee"), an option (the "Option") to purchase the number of
Ordinary Shares, as set forth in the Notice of Grant, at the exercise price per
share set forth in the Notice of Grant (the "Exercise Price"), subject to the
terms and conditions of the Plan, which is incorporated herein by reference.
Subject to Section 14(c) of the Plan, in the event of a conflict between the
terms and conditions of the Plan and the terms and conditions of this Option
Agreement, the terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Share Option
("ISO"), this Option is intended to qualify as an Incentive Share Option under
Section 422 of the Code. However, if this Option is intended to be an Incentive
Share Option, to the extent that it exceeds the $100,000 rule of Code Section
422(d) it shall be treated as a Nonstatutory Share Option ("NSO").
2. Exercise of Option.
------------------
(a) Right to Exercise. This Option is exercisable during its term in
-----------------
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. In the event of
Optionee's death, Disability or other termination of Optionee's employment or
consulting relationship, the exercisability of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an
------------------
exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
---------
which shall state the election to exercise the Option, the number of Ordinary
Shares in respect of which the Option is being exercised (the "Exercised
Shares"), and such other representations and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise Notice shall
be signed by the Optionee and shall be delivered in person or by certified mail
to the Secretary of the Company. The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares. This Option
shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise Price.
No Ordinary Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with all relevant provisions
of law and the requirements of any share
<PAGE>
exchange or quotation service upon which the Ordinary Shares are then listed.
Assuming such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.
3. Method of Payment. Payment of the aggregate Exercise Price shall be
-----------------
by any of the following, or a combination thereof, at the election of the
Optionee:
(a) cash; or
(b) check; or
(c) delivery of a properly executed exercise notice together with such
other documentation as the Administrator and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise price.
4. Non-Transferability of Option. This Option may not be transferred in
-----------------------------
any manner otherwise than by will or by the laws of descent or distribution on
intestacy and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may be exercised only within the term set
--------------
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.
6. Tax Consequences. Some of the United States federal and California
----------------
state tax consequences relating to this Option, as of the date of this Option,
are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS
AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. OPTIONEES WHO
ARE RESIDENTS OF IRELAND OR MAY BE OTHERWISE SUBJECT TO TAX LAWS OF OTHER
JURISDICTIONS SHOULD CONSULT A TAX ADVISER WITH RESPECT TO SUCH TAX LAWS BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercising the Option.
---------------------
(i) Nonstatutory Share Option. The Optionee may incur regular
-------------------------
United States federal income tax and California state income tax liability upon
exercise of a NSO. The Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess, if any, of
the Fair Market Value of the Exercised Shares on the date of exercise over their
aggregate Exercise Price. If the Optionee is an Employee or a former Employee,
the Company will be required to withhold from his or her compensation or collect
from Optionee and pay to the applicable taxing authorities an amount in cash
equal to a percentage of this
<PAGE>
compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Ordinary Shares if such withholding amounts are
not delivered at the time of exercise.
(ii) Incentive Share Option. If this Option qualifies as an
----------------------
ISO, the Optionee will have no regular United States federal income tax or
California state income tax liability upon its exercise, although the excess, if
any, of the Fair Market Value of the Exercised Shares on the date of exercise
over their aggregate Exercise Price will be treated as an adjustment to
alternative minimum taxable income for United States federal tax purposes and
may subject the Optionee to alternative minimum tax in the year of exercise. In
the event that the Optionee undergoes a change of status from Employee to
Consultant, any Incentive Share Option of the Optionee that remains unexercised
shall cease to qualify as an Incentive Share Option and will be treated for tax
purposes as a Nonstatutory Share Option on the ninety-first (91st) day following
such change of status.
(b) Disposition of Shares.
---------------------
(i) NSO. If the Optionee holds NSO Ordinary Shares for at
---
least one year, any gain realized on disposition of the Ordinary Shares will be
treated as long-term capital gain for federal income tax purposes.
(ii) ISO. If the Optionee holds ISO Ordinary Shares for at least
---
one year after exercise and two years after the grant date, any gain realized on
disposition of the Ordinary Shares will be treated as long-term capital gain for
federal income tax purposes. If the Optionee disposes of ISO Ordinary Shares
within one year after exercise or two years after the grant date, any gain
realized on such disposition will be treated as compensation income (taxable at
ordinary income rates) to the extent of the excess, if any, of the lesser of (A)
the difference between the Fair Market Value of the Ordinary Shares acquired on
the date of exercise and the aggregate Exercise Price, or (B) the difference
between the sale price of such Ordinary Shares and the aggregate Exercise Price.
(c) Notice of Disqualifying Disposition of ISO Ordinary Shares. If
----------------------------------------------------------
the Optionee sells or otherwise disposes of any of the Ordinary Shares acquired
pursuant to an ISO on or before the later of (i) two years after the grant date,
or (ii) one year after the exercise date, the Optionee shall immediately notify
the Company in writing of such disposition. The Optionee agrees that he or she
may be subject to income tax withholding by the Company on the compensation
income recognized from such early disposition of ISO Ordinary Shares by payment
in cash or out of the current earnings paid to the Optionee.
7. Entire Agreement; Governing Law. The Plan is incorporated herein by
-------------------------------
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This Agreement is subject to and conditional upon compliance with the
Applicable Laws, in particular, the laws of Ireland.
<PAGE>
By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.
OPTIONEE: CBT GROUP, PLC
By:
- ------------------------------ ------------------------------
Signature
Title:
- ------------------------------ ----------------------------
Print Name
- ------------------------------
Residence Address
- ------------------------------
<PAGE>
CONSENT OF SPOUSE
-----------------
The undersigned spouse of Optionee has read and hereby approves the terms
and conditions of the Plan and this Option Agreement. In consideration of the
Company's granting his or her spouse the right to purchase Ordinary Shares as
set forth in the Plan and this Option Agreement, the undersigned hereby agrees
to be irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.
---------------------------------
Spouse of Optionee
<PAGE>
EXHIBIT A
---------
1994 SHARE OPTION PLAN
EXERCISE NOTICE
CBT Group, plc
c/o CBT Systems USA, Ltd.
400 Oyster Point Boulevard
Suite 401
South San Francisco, CA 94080
Attention: Secretary
1. Exercise of Option. Effective as of today, ________________, 199__,
------------------
the undersigned ("Purchaser") hereby elects to purchase ____________ Ordinary
Shares (the "Shares") of the Ordinary Shares of CBT Group, p1c (the "Company")
under and pursuant to the 1994 Share Option Plan (the "Plan") and the Share
Option Agreement dated _______________, 19___ (the "Option Agreement"). The
purchase price for the Shares shall be $________, as required by the Option
Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the
-------------------
full purchase price for the Shares.
3. Representations of Purchaser. Purchaser acknowledges that Purchaser
----------------------------
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.
4. Rights as Shareholder. Until the entry of the Purchaser in the
---------------------
Registry of Members of the Company occurs, no right to vote and receive
dividends or any other rights as a shareholder shall exist with respect to the
Option Shares, notwithstanding the exercise of the Option. A share certificate
for the number of Shares so acquired shall be issued to the Optionee as soon as
practicable after exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the share
certificate is issued, except as provided in Section 12 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer
----------------
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
<PAGE>
6. Entire Agreement; Governing Law. The Plan and Option Agreement are
-------------------------------
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This Agreement is
subject to and conditional upon compliance with the Applicable Laws, in
particular, the laws of Ireland.
Submitted by: Accepted by:
PURCHASER: CBT GROUP, PLC
By:
- -------------------------------- ------------------------------
Signature
Its:
- -------------------------------- ----------------------------
Print Name
Address: Address:
- ------- -------
c/o CBT Systems USA, Ltd.
- ------------------------- 400 Oyster Point Boulevard
Suite 401
- ------------------------- South San Francisco, CA 94080
<PAGE>
Exhibit 5.1
[Letterhead of Binchys, Solicitors]
December 4, 1998
CBT Group Public Limited Company,
Beech Hill,
Clonskeagh,
Dublin 4.
Dear Sirs,
Registration Statement on Form S-8
- ----------------------------------
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about December 4, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,000,000 additional ordinary shares
(which will be represented by 1,000,000 American Depositary Shares of the
Company) in the capital of the Company reserved for issuance under the Company's
Amended and Restated 1994 Share Option Plan (the "1994 Plan").
As your legal counsel, we have examined the rules of the 1994 Plan and are
familiar with the proceedings proposed to be taken by you in connection with the
issuance of the Shares under the 1994 Plan.
It is our opinion that the Shares will be, if issued in the manner referred to
in the 1994 Plan and pursuant to the respective agreements that accompany said
Plan, legally and validly issued and fully paid.
We consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8 and further consent to the use of our name, wherever
appearing in the said Registration Statement, including any Prospectus
constituting a part thereof and any amendments thereto.
Yours faithfully
/s/ Binchys
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of an aggregate of 1,000,000 Ordinary Shares which
will be represented by American Depositary Receipts pertaining to the CBT Group
PLC Amended and Restated 1994 Share Option Plan of our report dated January 20,
1998 with respect to the consolidated financial statements and schedule of CBT
Group PLC (the "Company") included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 filed with the Securities and Exchange
Commission.
ERNST & YOUNG
Chartered Accountants
Dublin, Ireland
December 4, 1998
