<PAGE>
As filed with the Securities and Exchange Commission on September 10, 1999
Registration No. 333-
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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 N.A.
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
_______________________
900 Chesapeake Drive
Redwood City, California 94063
(Address, including zip code, of Registrant's principal executive offices)
________________________
1994 SHARE OPTION PLAN
1995 EMPLOYEE SHARE PURCHASE PLAN
Gregory M. Priest
President and Chief Executive Officer
CBT Group Public Limited Company
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
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
________________________
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares issuable upon exercise of 2,000,000 $ 25.125(1) $ 50,250,000 $ 13,969
outstanding options under the 1994 Share
Option Plan................................
Ordinary Shares issuable upon exercise of 1,000,000 $ 21.52(2) $ 21,520,000 $ 5,983
outstanding options under the 1995
Employee Share Purchase Plan...............
=========================================================================================================================
TOTAL.................................. 3,000,000 $ 71,770,000 $ 19,952
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(1) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee based on the closing price of the Registrant's
American Depository Shares on the Nasdaq National Market on September
8, 1999.
(2) The exercise price of $ 21.52 per share is 85% of the average of the
high and low prices for the Registrant's American Depositary Shares on
the Nasdaq National Market on September 8, 1999, computed in
accordance with Rule 457(h) under the Securities Act of 1933. Pursuant
to the 1995 Employee Share Purchase Plan, shares are sold at 85% of
the lesser of the fair market value of such shares on the enrollment
date or on the exercise date. Each Ordinary Share is represented by
one American Depositary Share.
The Company hereby incorporates by reference in this Registration Statement the
contents of the Company's earlier Registration Statements on Form S-8 (File Nos.
333-83927, 333-68499, 333-957031, 333-35745, 333-25245, 333-06409, 333-504, and
33-94300)
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Document
-------------- -----------------------------------------------------------
<S> <C>
5.1 Opinion of Binchys, Solicitors with respect to the
securities being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of Binchys, Solicitors (contained in Exhibit 5.1).
23.3 Consent of Arthur Andersen.
24.1 Power of Attorney (See Signatures).
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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 7/th/ day
of September, 1999.
CBT GROUP PUBLIC LIMITED COMPANY
By: /s/ Gregory M. Priest
--------------------------------
Gregory M. Priest
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory M. Priest and David C. Drummond,
and each of them, 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 attorneys-in-fact and
agents, and each of them, 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 attorneys-in-fact and agents, or
any of them, or their 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>
Signature Title Date
- ---------------------------------------------- ---------------------------------------------- --------------------
<S> <C> <C>
/s/ William G. McCabe Chairman of the Board September 7, 1999
- ----------------------------------------------
William G. McCabe
/s/ Gregory M. Priest President, Chief Executive Officer (Principal September 7, 1999
- ----------------------------------------------
Gregory M. Priest Executive Officer) and Director
/s/ John Grillos Executive Vice President, Chief Operating September 7, 1999
- ----------------------------------------------
John Grillos Officer and Director
/s/ David C. Drummond Executive Vice President, Finance and Chief September 7, 1999
- ----------------------------------------------
David C. Drummond Financial Officer (principal financial officer)
/s/ John P. Hayes Vice President Finance (principal accounting September 7, 1999
- ----------------------------------------------
John P. Hayes officer) and Director
/s/ Patrick J. McDonagh Director September 7, 1999
- ----------------------------------------------
Patrick J. McDonagh
/s/ James S. Krzywicki Director September 7, 1999
- ----------------------------------------------
James S. Krzywicki
</TABLE>
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Exhibit 5.1
September 7, 1999
The Directors,
CBT Group Public Limited Company,
Belfied Office Park,
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 September 7, 1999 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 additional ordinary shares
(which will be represented by 2,000,000 American Depositary Shares of the
Company) in the capital of the Company reserved for issuance under the 1994
Share Option Plan (the "1994 Plan"), and 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 1995
Employee Share Purchase Plan (the "1995 Plan") (together the "Shares").
As your legal counsel, we have examined the 1994 Plan and the 1995 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 and the 1995 Plan respectively.
It is our opinion that the Shares will be, if issued in the manner referred to
in the 1994 Plan and the 1995 Plan, as the case may be, on application by the
Optionees under the said Plans for the Shares pursuant to such Plans and
pursuant to the respective agreements that accompany those Plans, 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 3,000,000 Ordinary Shares which
will be represented by American Depositary Receipts pertaining to the 1994
Share Option Plan and 1995 Employee Share Purchase Plan of CBT Group PLC (the
"Company") of our reports dated January 19, 1999 with respect to the
consolidated financial statements and schedule of CBT Group PLC included in
the Company's Annual Report, as amended, on Form 10-KA for the year ended
December 31, 1998 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
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ERNST & YOUNG
Dublin, Ireland
September 9, 1999
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Exhibit 23.3
CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of CBT Group PLC of our
reports dated January 30, 1998, on the consolidated financial statements of The
ForeFront Group, Inc., and subsidiaries as of December 31, 1997, and for each of
the two years in the period ended December 31, 1997, and to all references to
our Firm included in this Registration Statement. It should be noted that we
have not audited any financial statements of The ForeFront Group, Inc. and
subsidiaries subsequent to December 31, 1997, or performed any audit procedures
subsequent to the date of our report.
Arthur Andersen LLP
Houston, Texas
September 7, 1999
