<PAGE>
PROSPECTUS PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-84051
CBT GROUP PUBLIC LIMITED COMPANY
4,384,946 American Depository Shares
Representing 4,384,946 Ordinary Shares
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This prospectus relates to the offering of our American Depository Shares,
or ADSs, held by certain selling shareholders. See "Selling Shareholders".
These selling shareholders may sell the shares from time to time. Each ADS
represents one of our ordinary shares. We will pay certain of the expenses of
this offering; however, the selling shareholders will bear the cost of all
brokerage commissions and discounts. We will not receive any proceeds from the
sale of shares by the selling shareholders.
The selling shareholders may offer and sell all the shares in the over-the-
counter market or on one or more exchanges. The selling shareholders may sell
the shares at the then prevailing market price for the shares or in negotiated
transactions.
Our ADSs are quoted on the Nasdaq National Market under the symbol
"CBTSY." On September 9, 1999, the closing price of our ADSs on the Nasdaq
National Market was $25.75 per share.
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INVESTING IN OUR ADSs INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
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The Securities and Exchange Commission may take the view that, under
certain circumstances, the selling shareholders and any broker-dealers or agents
that participate with the selling shareholders in the distribution of the ADSs
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933. Commissions, discounts or concessions received by any such broker-dealer
or agent may be deemed to be underwriting commissions under the Securities Act.
See "Plan of Distribution."
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The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
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The date of this prospectus is September 9, 1999
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TABLE OF CONTENTS
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Enforcement of Civil Liabilities under United States Federal Securities Law.. 1
Where You Can Find More Information.......................................... 1
Currency of Presentation..................................................... 2
The Company.................................................................. 2
Forward-Looking Statements................................................... 3
Risk Factors................................................................. 4
Use of Proceeds.............................................................. 10
Selling Shareholders......................................................... 10
Legal Matters................................................................ 13
Experts...................................................................... 13
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<PAGE>
ENFORCEMENT OF CIVIL LIABILITIES UNDER
UNITED STATES FEDERAL SECURITIES LAW
We are a public limited company incorporated under the laws of the Republic
of Ireland. Some of our directors and officers and experts named in this
prospectus are non-residents of the United States and are located outside the
United States. A significant portion of our assets are also located outside the
United States. If investors want to bring lawsuits against these persons, the
investors may not successfully effect service of process within the United
States upon these persons. In addition, the investors may not successfully
enforce judgements against them for liabilities based on United States law,
including federal securities law. Even if the investors bring lawsuits against
these persons in courts in the Republic of Ireland, the investors may not
succeed in enforcing judgements based solely upon United States law, including
the federal securities laws.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission, or the SEC. You may
read and copy any document we file at the SEC's public reference room at 450
Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Our SEC filings are also
available to the public from the SEC's Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
. Our annual report, as amended on Form 10-K/A, for the fiscal year ended
December 31, 1998;
. Our quarterly report on Form 10-Q for the fiscal quarter ended March 31,
1999;
. Our current report, as amended on Form 8-K/A, dated June 18, 1999; and
. The description of our ordinary shares contained in our registration
statement on Form 8-A filed on March 9, 1995 and amended on April 10,
1995.
You may request a copy of these filings, at no cost, by writing or
telephoning us at:
Investor Relations
CBT Group Public Limited Company
900 Chesapeake Drive
Redwood City, California 94063
(650) 817-5900
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state which does not
permit the offer. You should not assume that the information in this prospectus
is accurate as of any date other than the date on the front of the document.
<PAGE>
CURRENCY OF PRESENTATION
We present our financial statements in U.S. dollars and have them prepared
in accordance with generally accepted accounting principles in the United
States. In this prospectus, references to "dollars" or "$" are to U.S. dollars,
references to "IR(Pounds)" are to Irish pounds, references to "pence" or "p" are
to Irish pence, and references to "Stg(Pounds)" are to U.K. pounds sterling.
Except as otherwise stated, all monetary amounts in this prospectus are in
dollars.
THE COMPANY
We are a leading provider of interactive education software designed to
meet the information technology education and training needs of businesses and
organizations worldwide. We develop, publish and market a comprehensive library
of 837 software titles as of the end of 1998. These software titles cover a
range of client/server, mainframe, Internet and intranet technologies. Almost
2,000 of the world's leading corporations use our products to train employees to
develop and apply mission-critical technologies in the workplace. We work with
leading software companies to develop and market vendor-specific training,
including the following:
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Cisco Systems, Inc.; Netscape Communications Intel Corporation;
Informix Corporation; Corporation; Centra Software;
Lotus Development Corporation; Novell, Inc.; Sybase, Inc.; and
Marimba, Inc.; Oracle Corporation; the IBM-Netscape-Sun
Microsoft Corporation; SAP America, Inc.; Microsystems, Inc. collaborative
Rational Software; Java education effort.
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We have also formed the Internet Security Training Consortium with the following
companies to address the Internet security training needs of enterprises
worldwide:
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Check Point Software the Javasoft business unit of Sun RSA Data Security, Inc.;
Technologies, Inc.; Microsystems, Inc.; Security Dynamics Technologies,
Cisco; Lotus, Netscape; Inc.;
IBM; Network Associates, Inc. Hewlett Packard Company; and
Intel; (formerly McAfee Associates, VeriSign, Inc.
Inc.);
</TABLE>
As a result of the acquisition of Knowledge Well Limited and Knowledge Well
Group Limited (collectively, "Knowledge Well") in June 1999, we have expanded
our portfolio of education software to include software that delivers business,
management and professional education skills and/or courses. These products
provide education and training managers with a flexible, cost-effective solution
that allows them to make education and training available to employees anytime,
anywhere. We deliver the software components of these courses over intranets
and local area networks and on CD-ROMs. These products are designed to provide
a self-paced education and training solution which allows students to obtain
degrees and/or other credentials from outside the college campus.
We were incorporated under the laws of the Republic of Ireland. Our
principal executive offices are located at 900 Chesapeake Drive, Redwood City,
California 94063, and the telephone number at that location is (650) 817-5900.
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FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus and in documents
that we have incorporated by reference into this prospectus. These forward-
looking statements are subject to risks and uncertainties. Actual results may
differ materially from those expressed in these forward-looking statements.
Forward-looking statements include information concerning our possible or
assumed future results of operations as well as statements that include the
words "believe," "expect," "anticipate," "intend" or similar expressions. You
should understand that certain important factors, including those set forth in
"Risk Factors" below and elsewhere in this prospectus and the documents that we
have incorporated by reference into this prospectus, could affect our future
results of operations and could cause those results to differ materially from
those expressed in our forward-looking statements. In connection with these
forward-looking statements, you should carefully review the risks set forth in
this prospectus and the documents incorporated into this prospectus.
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<PAGE>
RISK FACTORS
Purchasing our ADSs involves a high degree of risk and is speculative in
nature. You should carefully consider the following risk factors, in addition to
the other information contained in the documents incorporated by reference
herein before purchasing our ADSs.
Our operating results have fluctuated and will likely fluctuate in the future,
which may result in volatility in the price of our ADSs.
We have in the past experienced fluctuations in our quarterly operating
results and anticipate that such fluctuations will continue. Fluctuations could
also intensify in the future. In turn, fluctuations in operating results may
result in volatility in the price of our ADSs. For example, our revenue for the
quarter ended September 30, 1998 did not increase at a rate comparable to prior
quarters. As a direct result, the trading price of our ADSs decreased rapidly
and significantly, having an extreme adverse effect on the value of an
investment in our securities.
Although we were profitable in each of the last twelve quarters (before
deducting one-time acquisition charges and amortization of intangibles in
connection with the acquisition of Knowledge Well last quarter), our
profitability may not continue in the future. The levels of profitability, if
any, may also vary significantly among quarterly periods. Our operating results
may fluctuate as a result of many factors, including:
. size and timing of orders and shipments;
. mix of sales between products we develop solely and products developed
through development and marketing alliances;
. royalty rates;
. the announcement, introduction and acceptance of new products;
. product enhancements and technologies by us and our competitors;
. mix of sales between our field sales force, other direct sales channels
and indirect sales channels;
. competitive conditions in the industry;
. loss of significant customers;
. delays in availability of existing or new products;
. spending patterns of our customers;
. litigation costs and expenses;
. currency fluctuations; and
. general economic conditions.
We set our expense levels primarily based on our expectations regarding
future revenues. We cannot change our expense levels quickly in the short term.
If we generate less revenue than expected, we may not adjust spending in a
timely manner to compensate for the revenue shortfall. Any significant revenue
shortfall would therefore have a material adverse effect on our results of
operations. This risk materialized in the third quarter of 1998, when a
shortfall in revenues as against our expectations dramatically negatively
affected profit. In addition, profit has continued to be negatively affected
since that time by our strategic decision not to significantly reduce our cost
base. We expect these effects to continue for at least the next quarter.
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The loss of any of our key executives may adversely affect the management of our
business.
On October 1, 1998, Mr. James J. Buckley, our Chairman and Chief Executive
Officer, and Mr. Richard Y. Okumoto, our Senior Vice President of Finance and
Chief Financial Officer, stepped down from their respective positions. A newly
formed management committee then replaced Mr. Buckley and Mr. Okumoto on an
interim basis. Effective December 10, 1998, we appointed Mr. William G. McCabe
as Chairman of the Board and Mr. Gregory M. Priest as President and Chief
Executive Officer. Both Mr. McCabe and Mr. Priest served on the interim
management committee that had managed our business since October 1, 1998.
Failure to retain these and other executives, or the loss of certain additional
senior management personnel or other key employees, could have a material
adverse effect on our business and future business prospects.
We need to hire and retain sales, technical and other personnel for our current
and future business development, but may face difficulty in doing so.
Our future success depends on the continued service of our key sales,
product development and additional operational personnel and on our ability to
attract, motivate and retain highly qualified employees. In addition, we depend
on writers, programmers and graphic artists, as well as third-party content
providers. We expect to continue to hire additional product development, sales
and marketing, information service and accounting staff. However, we may not
succeed in attracting, retaining or motivating key personnel. In particular, our
recent adverse operating results, stock price performance and management changes
could create uncertainties that could materially adversely affect our ability to
attract and retain key personnel. The inability to hire and retain qualified
personnel or the loss of the services of key personnel could have a material
adverse effect upon our current business, new product development efforts and
future business prospects.
We face intense competition in the marketplace.
Many companies compete intensely in the information technology education
and training market, and we expect this competition to increase. We expect that,
because of the lack of significant barriers to entry into this market, new
competitors may also enter the market. In addition, larger companies are
competing with us in the information technology education and training market,
in part through the acquisition of our competitors, and we expect this trend to
continue. The competitors may also include publishing companies and vendors of
application software, including those vendors with whom we have formed
development and marketing alliances.
We compete primarily with:
. third-party suppliers of instructor-led information technology education
and training;
. internal training departments; and
. other suppliers of information technology education and training,
including several companies that produce interactive software training.
To a lesser extent, we also compete with consultants, value-added resellers
and network integrators. Certain of these value-added resellers also market
other products that compete with our products. We expect that, as organizations
increase their dependence on outside suppliers of training, we will face
increasing competition from these other suppliers as information technology
education and training managers more frequently compare training products
provided by outside suppliers.
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Many of our current and potential competitors have substantially greater
financial, technical, sales, marketing and other resources, as well as greater
name recognition, than we. In addition, the information technology education and
training market is characterized by significant price competition, and we expect
to face increasing price pressures from competitors as information service
managers demand more value for their training budgets. Accordingly, we may not
provide products that compare favorably with new instructor-led techniques or
other interactive training software. Competitive pressures may also require us
to reduce our prices significantly.
The future prospects for our business, management and professional education
software products depend upon a new and rapidly evolving market.
With the acquisition of Knowledge Well, we have made a strategic decision
to invest in, and allocate resources to, the development, marketing, sale and
support of business, management and professional education software. The market
for this software is new and rapidly evolving. Accordingly, the future prospects
for our business, management and professional education software products, as
well as our ability to realize a return on our existing and future investment in
this business, will depend upon whether a robust market for these products
develops and is sustained and on our ability to develop and implement products
that address emerging market requirements.
We must develop new products to keep pace with the evolving information
technology education and training market.
The market for information technology education and training is rapidly
evolving. New methods of providing interactive education in a technology based
format constantly come into the marketplace, including intranet and internet
technologies. Many of these new technologies will involve new and different
business models and contracting mechanisms. In addition, multimedia and other
product functionality features are being added to the educational software.
Accordingly, our future success will depend upon, among other factors, the
extent to which we can develop and implement products which address these
emerging market requirements. We may not succeed in meeting changing market
needs.
We face seasonal trends which may affect our revenues and profits in different
parts of a year.
The software industry generally, and we in particular, face seasonal
revenue fluctuations, based in part on customers' annual budgetary cycles and in
part on the annual nature of sales quotas. These seasonal trends have in the
past caused revenues in the first quarter of a year to be less, perhaps
substantially so, than revenues for the immediately preceding fourth quarter. We
expect this trend to continue in the future. In addition, we have in past years
added significant headcount in the sales and marketing and research and
development functions in the first quarter, and to a lesser extent, the second
quarter. Because these headcount additions do not immediately contribute
significant revenues, our operating margins in the earlier part of the year tend
to be significantly lower than in the later parts of the year. Because of the
issues affecting our third, fourth and first quarter results, which will
continue to negatively affect us for at least the next quarter, we expect
operating margins to continue to be lower than prior years for at least the next
quarter. Many software companies also experience a seasonal downturn in
demand during the summer months. These or other seasonal trends may have a
material adverse effect on our results of operations.
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<PAGE>
A weak economy would lower the demand for computer software and services,
including ours.
The revenue growth and profitability of our business depends on the overall
demand for computer software and services as well as new developments within the
information technology industry. The demand for computer software and services
depends on general economic and business conditions. Thus, a weakening of the
global economy could result in decreased revenues or decelerating growth rates.
We have made acquisitions and will likely acquire other companies in the future.
We may not successfully integrate acquired businesses or manage expanding
operations.
We have recently experienced rapid expansion of our operations, which has
placed, and is expected to continue to place, significant demands on our
administrative, operational and financial personnel and systems. Our future
operating results will substantially depend on the ability of our officers and
key employees to manage changing business conditions. We will also need to
implement and improve our operational, financial control and reporting systems.
In particular, we require significant improvement in our order entry and
fulfillment and management information systems in order to support our expanded
operations. Failure to respond to and manage changing business conditions could
materially and adversely affect our business and results of operations.
As a result of the consummation of a number of acquisitions, our operating
expenses have increased. We may not complete the integration of these businesses
in a timely fashion, or at all. The revenues from the acquired businesses may
not support the costs associated with those businesses without adversely
affecting our operating margins. Any failure to successfully complete the
integration in a timely fashion or to generate sufficient revenues from the
acquired businesses could have a material adverse effect on our business and
results of operations.
For example, on May 29, 1998, we acquired The ForeFront Group, Inc., a
Houston based provider of high quality, cost-effective, computer-based training
products and network utilities for technical professionals. The successful
combination of CBT and ForeFront, including the operation of ForeFront as an
autonomous subsidiary of CBT, has required and will continue to require
substantial effort from each company. We have experienced some difficulties in
the integration of ForeFront and CBT, in particular with the integration of the
two companies' sales operations. These difficulties contributed to our failure
to achieve our internal revenue expectations in the third quarter of 1998. These
difficulties could continue to have a material negative effect on future
results. In addition, in June 1999, we acquired Knowledge Well. Knowledge Well
provides interactive software that delivers business, management and
professional education skills and/or courses. Although the software delivery
systems are similar, we and Knowledge Well developed distinct architectures for
our respective products. Successful integration of these architectures will
require substantial effort. Difficulties in combining the companies, products
and technologies could have an adverse impact on our ability to fully benefit
from our existing and future investment in this business and on the future
prospects for our business, management and professional education software
products.
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<PAGE>
Future acquisitions could adversely affect our results of operations.
We regularly evaluate acquisition opportunities and will likely to make
acquisitions in the future. Future acquisitions could result in potentially
dilutive issuances of equity securities, the incurrence of debt and contingent
liabilities and amortization expenses related to goodwill and other intangible
assets, which could materially adversely affect our results of operations.
Product and technology acquisitions entail numerous risks, including:
. difficulties in the assimilation of acquired operations, technologies
and products;
. diversion of management's attention to other business concerns;
. risks of entering markets in which we have no or limited prior
experience; and
. the potential loss of key employees of acquired companies.
Our management has had limited experience in assimilating acquired
organizations and products into our operations. We may not integrate
successfully any operations, personnel or products that have been acquired or
that might be acquired in the future, and the failure to do so could have a
material adverse effect on our results of operations.
We may have to pay higher taxes in foreign countries in the future if the local
tax rates change.
Certain of our subsidiaries have significant operations and generate
significant taxable income in Ireland, and some of our Irish subsidiaries pay
taxes at rates substantially lower than those in effect in the United States and
in other countries in which we have operations. The extent of the tax benefit
could vary from period to period, and we, including our subsidiaries, may face
higher taxes in the future.
Because we conduct our business throughout the world, fluctuations in the
relative value of U.S. and foreign currencies could lead to exchange losses.
We prepare our consolidated financial statements in dollars, although
several of our subsidiaries have functional currencies other than the dollar. In
addition, a significant portion of our revenues and our subsidiaries' revenues,
costs and assets are denominated in currencies other than their respective
functional currencies. We have significant subsidiaries in the United Kingdom,
Australia, the Netherlands, Canada and Germany whose functional currencies are
their local currencies and the majority of whose sales and operating expenses
other than cost of goods sold are denominated in their respective local
currencies. In addition, our Irish subsidiaries, whose functional currency is
the U.S. dollar, incur substantial operating expenses denominated in Irish
pounds. Fluctuations in exchange rates may have a material adverse effect on our
results of operations, particularly our operating margins, and could result in
exchange losses. We cannot predict the impact of future exchange rate
fluctuations on our results of operations.
The conversion to the Euro could negatively impact our business.
The participating members of the European Union adopted the Euro as the
common legal currency on January 1, 1999. On that same date they established the
fixed conversion rates between the existing sovereign currencies and the Euro.
We base our research and development operation, as well as a number of sales
operations, in Europe. We do not believe that the Euro conversion will have a
material impact on our business and financial condition, but we cannot determine
its impact, which may indeed adversely affect us.
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<PAGE>
"Year 2000" problems could materially adversely affect our business.
General. In the past, many information technology products were designed
with two digit year codes that are unable to determine the correct century for a
particular year. As a result, these hardware and software products may not
function or may give incorrect results in and beyond the year 1999. This problem
has been generally referred to as the "Year 2000" problem.
Our Products. We have tested almost all of our generally available current
products and have determined that such products do not have the Year 2000
problem, except for certain older products which presently have relatively small
demand (such as DOS based products). We have not specifically tested software
obtained from third parties which is incorporated in our products, but plan to
seek assurances from these third parties that their software is Year 2000 ready.
Despite our testing or assurances from third party software providers, our
products may contain undetected errors or defects because of the Year 2000
problem. This may result in delay or loss of revenue, diversion of development
resources, damage to our reputation, costs for third party damage claims, or
increased service costs, any of which could impair our finances or business
prospects.
Our Information Systems. Although we plan to implement information systems
and programming changes necessary to adequately address issues raised by the
Year 2000 problem, we may fail to timely identify or address all problems. Our
inability to timely implement such changes could have a material adverse effect
on future results of operations.
Our Customers. We presently have only minimal information concerning the
Year 2000 readiness of our customers. If our current or future customers fail to
achieve Year 2000 readiness or if they divert or delay technology expenditures
to focus on or in connection with preparing their business for the Year 2000,
capital expenditure, software investment and training budgets may be delayed or
spent on remediation efforts rather than information technology training. Such a
delay in software investment or diversion of software investment or training
funds could reduce the demand for our products both (a) directly, if current and
potential customers allocate less funds to information technology training, and
(b) indirectly, by delaying the purchase and implementation of new systems. This
could adversely affect our future revenues.
International Operations. We have facilities, operations, and customers
located throughout the world. Some commentators have reported that some
countries, and organizations within those countries, are not acting intensively
to remediate the Year 2000 problem. To the extent that the businesses and
governments in countries where we do business do not work intensively at
remediation of the Year 2000 problem, we may suffer significant interruptions or
delays in our operations and business. This could have a material adverse effect
on our future results of operations.
External Forces. We also face external forces that might affect industry
and commerce generally, such as Year 2000 readiness failures at utility,
transportation, telecommunication, and Internet provider companies and related
service interruptions. In addition, because we have facilities, operations, and
customers located throughout the world, our operations and financial results may
be impacted more severely than those of other businesses by the failure of our
internal network or by the temporary loss of telecommunication systems or the
Internet generally.
No Contingency Plan. We have not yet developed a contingency plan to
address situations that may result if we cannot achieve Year 2000 readiness of
our critical operations. The cost of developing or implementing such a plan may
itself be material.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale from time to time of
the ADSs. All proceeds from the sale of the ADSs will go to the account of the
selling shareholders. See "Selling Shareholders" and "Plan of Distribution"
below.
SELLING SHAREHOLDERS
The following table lists, as of July 12, 1999, (i) the name of each of the
selling shareholders, (ii) the number of ADSs and ordinary shares that each such
selling shareholder beneficially owned, (iii) the number of ADSs owned by each
selling shareholder that may be offered for sale from time to time by this
prospectus, and (iv) the number of ADSs and ordinary shares to be held by each
such selling shareholder assuming the sale of all the ADSs offered under this
prospectus. Except as indicated, none of the selling shareholders has held any
dposition or office or had a material relationship with us or any of our
affiliates within the past three years other than as a result of the ownership
of our ADSs. We may amend or supplement this prospectus from time to time to
update the disclosure set forth herein.
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Shares Shares Which May Shares Beneficially Owned
Beneficially be Sold Pursuant to After Offering(2)
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Selling Shareholder Owned(1) this Prospectus Number Percent (%)
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William G. McCabe(3)............................... 3,445,066 3,076,184 368,882 *
Gregory M. Priest(4)............................... 592,234 357,396 234,838 *
William B. Lewis(5)................................ 210,489 84,128 126,361 *
Jefferey N. Newton(6).............................. 180,298 84,127 96,171 *
Gary Glatz(7)...................................... 143,911 120,426 23,485 *
John Todd.......................................... 75,432 75,432 - *
John Grillos and Patricia Grillos(8)............... 85,820 80,820 5,000 *
Bill Beamish(9).................................... 443,384 353,592 89,792 *
Itech Partners L.P................................. 35,920 35,920 - *
Ronald Conway and Gayle Conway (as trustees of the
Conway Family Trust)(10).......................... 65,273 16,837 48,436 *
Morten Weaver (11)................................. 104,028 101,027 3,001 *
Glatz Charitable Trust............................. 10,947 10,947 - *
Enterprise Ireland................................. 10,000 10,000 - *
Card Clear Plc (Directors Pension Scheme).......... 7,015 7,015 - *
The Monument Trust Company Limited (as trustee of
the Venture Trust)................................ 7,015 7,015 - *
Total......................................... 5,380,912 4,384,946 995,966 1.9%
</TABLE>
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*Indicates less than one percent.
(1) Each ADS represents one ordinary share. The number and percentage of shares
beneficially owned is determined in accordance with Rule 13d-3 of the
Exchange Act, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rule, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual
has the right to acquire within 60 days of July 12, 1999 through the
exercise of any stock option or other right. Unless otherwise indicated in
the footnotes, each person has sole voting and investment power (or shares
such powers with his or her spouse) with respect to the shares shown as
beneficially owned.
(2) Assumes the sale of all ADSs offered under this prospectus. Calculated
based on 48,509,043 ordinary shares outstanding as of July 12, 1999.
(3) Includes 1,003,881 shares covered by stock options and other contractual
rights to acquire ordinary shares exercisable within sixty (60) days of
July 12, 1999 and 2,088,299 shares held in the name of Peregrine Company
Managers Limited on behalf of Bentico Trading Limited, a company controlled
by a family trust established by Mr. McCabe. Mr. McCabe disclaims
beneficial ownership of the 2,088,299 shares held on behalf of Bentico
Trading Limited within the meaning of Rule 13d-3 of the Exchange Act. Mr.
McCabe is our Chairman of the Board.
(4) Includes 306,738 shares covered by stock options and other contractual
rights to acquire ordinary shares exercisable within sixty (60) days of
July 12, 1999. Mr. Priest is our President, Chief Executive Officer and
director.
(5) Includes 93,966 shares covered by stock options exercisable within sixty
days of July 12, 1999 and 84,128 shares held in the name of Molyneux
Secretarial Services Limited on behalf of Mr. Lewis. Mr. Lewis is our
Executive Vice President, Global Field Sales.
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(6) Includes 96,171 shares covered by stock options exercisable within sixty
days of July 12, 1999, 70,106 shares held in the name of Molyneux
Secretarial Services Limited on behalf of Mr. Newton, and 14,021 shares
held in the name of Finite Properties Limited, on behalf of Tanque Verde
Trust, a discretionary trust. Mr. Newton disclaims benefical ownership of
the shares held by Finite Properties Limited. Mr. Newton is our Executive
Vice President, Global Channel Sales.
(7) Includes 2,000 shares covered by stock options exercisable within sixty
(60) days of July 12, 1999 and 10,947 shares held by the Glatz Family
Partnership.
(8) Includes 5,000 shares covered by stock options exercisable within sixty
(60) days of July 12, 1999 and 35,920 shares owned by Itech Partners, L.P.,
of which Mr. Grillos is the sole general partner. Mr. Grillos disclaims
beneficial ownership of the shares held by Itech Partners except to the
extent of his pecuniary interest in the partnership. Mr. Grillos is our
Executive Vice President, Chief Operating Officer and director.
(9) Includes 89,792 shares covered by stock options exercisable within sixty
(60) days of July 12, 1999 and 314,304 shares held in the name of Peregrine
Company Managers Limited on behalf of Mr. Beamish. Mr. Beamish is our
Executive Vice President, Product Strategy.
(10) Includes 48,436 shares covered by stock options exercisable within sixty
(60) days of July 12, 1999.
(11) Includes 3,001 shares covered by stock options exercisable within sixty
(60) days of July 12, 1999 and 101,027 shares held in the name of Peregrine
Company Managers Limited on behalf of Mr. Weaver. Mr. Weaver is our former
Vice President of Sales for Asia Pacific.
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may offer and sell the ADSs covered by this
prospectus from time to time. The selling shareholder's pledgees, donees,
transferees or other successors in interest that receive such ADSs as a gift,
partnership distribution or other non-sale related transfer may likewise offer
and sell the ADSs from time to time. The selling shareholders will act
independently of us in making decisions with respect to the timing, manner and
size of each sale. The selling shareholders may sell the ADSs on one or more
exchanges, including the Nasdaq National Market, or in the over-the-counter
market or otherwise, at prices and at terms then prevailing or at prices related
to the then current market prices or in negotiated transactions. The selling
shareholders may sell the ADSs by one or more of the following means of
distribution: (a) a block trade in which the broker-dealer will attempt to sell
the shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker-dealer as
principal and resale by such broker-dealer for its own account pursuant to this
prospectus; and (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. We may amend this prospectus from time to time
to describe a specific plan of distribution. In connection with distributions
of the ADSs or otherwise, the selling shareholders may enter into hedging
transactions with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial institutions may
engage in short sales of our ADSs in the course of hedging the positions they
assume with the selling shareholders. The selling shareholders may also sell
our ADSs short and redeliver the shares covered by this prospectus to close out
such short positions. The selling shareholders may also enter into option or
other transactions with broker-dealers or other financial institutions which
require the delivery to such broker-dealer or other financial institution of the
ADSs offered under this prospectus, which ADSs such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction). The selling shareholders may also pledge
the ADSs registered hereunder to a broker-dealer or other financial institution
and, upon a default, such broker-dealer or other financial institution may
effect sales of the pledged ADSs pursuant to this prospectus (as supplemented or
amended to reflect such transaction). In addition, the selling shareholder may
also sell the ADSs under Rule 144 of the Securities Act rather than pursuant to
this prospectus if the shares so qualify for resale under Rule 144.
In effecting sales, brokers, dealers or agents engaged by the selling
shareholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
selling shareholders in amounts to be negotiated prior to the sale. These
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales, and any such commission, discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act. We will pay all
expenses incident to the offering and sale of the ADSs covered by this
prospectus to the public other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the ADSs will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states the ADSs may not
be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.
We have advised the selling shareholders that the anti-manipulation rules
set forth in Regulation M under the Exchange Act may apply to sales of the ADSs
in the market and to the activities of the selling shareholders and their
affiliates. In addition, we will make copies of this prospectus available to the
selling shareholders and have informed them of the need for delivery of copies
of this prospectus to purchasers at or prior to the time of any sale of the ADSs
covered by this prospectus. The selling shareholders may indemnify
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<PAGE>
any broker-dealer that participates in transactions involving the sale of the
ADSs against certain liabilities, including liabilities arising under the
Securities Act.
At the time a particular offer of the ADSs covered by this prospectus is
made, if required, a prospectus supplement will be distributed that will set
forth the number of shares being offered and the terms of the offering,
including the name of any underwriter, dealer or agent, the purchase price paid
by any underwriter, any discount, commission and other item constituting
compensation, any discount, commission or concession allowed or reallowed or
paid to any dealer, and the proposed selling price to the public.
The selling shareholders may or may not sell all or any of the ADSs covered
by this prospectus. Certain of the selling shareholders, including Messrs.
McCabe and Priest, have agreed from the closing of the our acquisition of
Knowledge Well to October 1, 1999, not to dispose of any of our ordinary shares
issued in the acquisition or upon exercise of options assumed by us in
connection with the acquisition without the prior written consent of the members
of our board of directors who are not former shareholders of Knowledge Well.
Additionally, these individuals have agreed from October 1, 1999 to October 1,
2000, not to dispose of more than 50% of these ordinary shares without the prior
written consent of the members of our board of directors who are not former
shareholders of Knowledge Well.
We have agreed with the selling shareholders to keep the registration
statement of which this prospectus constitutes a part effective until (i) the
selling shareholders can sell the registered ADSs in a three-month period in
accordance with Rule 144 under the Securities Act or (ii) June 18, 2001,
whichever is earlier. We intend to de-register any of the shares not sold by
the selling shareholders at the end of such period; however, at that time, any
unsold shares may be freely tradable subject to compliance with Rule 144 of the
Securities Act.
LEGAL MATTERS
The validity of the ordinary shares represented by the ADSs offered by this
prospectus will be passed upon by Binchys, Solicitors, our Irish legal counsel.
EXPERTS
Our consolidated financial statements incorporated in this prospectus by
reference to our annual report, as amended on Form 10-K/A, for the year ended
December 31, 1998 have been so incorporated in reliance on the reports of Ernst
& Young, independent accountants, given on the authority of said firm as experts
in auditing and accounting.
Our consolidated financial statements incorporated in this prospectus by
reference to our current report, as amended on Form 8-K/A, dated June 18, 1999,
have been so incorporated in reliance on the reports of Caplin Meehan,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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