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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
October 19, 1999
Date of Report (date of earliest event reported)
Commission File Number: 0-25674
CBT GROUP PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
Republic of Ireland 0-25674 Not Applicable
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
900 Chesapeake Drive
Redwood City, California 94063
(Address of principal executive offices, including zip code)
(650) 817-5900
(Registrant's telephone number, including area code)
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ITEM 5. Other Events
On October 19, 1999, CBT Group PLC issued the following press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference.
This Current Report on Form 8-K may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Any forward-
looking statements in this Current Report are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
stated. Factors that could cause or contribute to such differences include those
discussed in CBT Group's Form 10-K, as amended by Form 10-K/A, for the year
ended December 31, 1998 and Form 10-Q for the quarter ended June 30, 1999. Any
forward-looking statements in this Current Report reflect management's opinions
only as of the date hereof, and CBT Group assumes no obligation unless required
by law to revise or publicly release the results of any revision to any such
forward-looking statements.
ITEM 7. Financial Statements and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Exhibits. The following exhibit is being filed herewith.
(99.1) Press Release, dated October 19, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
CBT GROUP PLC
Date: October 19, 1999 By: /s/ Gregory M. Priest
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Gregory M. Priest
President and Chief Executive Officer
Date: October 19, 1999 By: /s/ David Drummond
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David Drummond
Executive Vice President of Finance
and Chief Financial Officer
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CBT GROUP PLC
EXHIBIT INDEX TO FORM 8-K
Exhibit
(99.1) Press Release, dated October 19, 1999
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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For more information contact:
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Don Emery David Drummond John Jordan
SmartForce SmartForce Shandwick PR
(650) 817-5815 (650) 817-5775 (650) 596-5880
[email protected] [email protected] [email protected]
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SMARTFORCE, FORMERLY CBT SYSTEMS, UNVEILS INDUSTRY'S FIRST COMPLETE E-LEARNING
SOLUTION
Company Turns to Web to Redefine Learning Solutions for the Internet Economy and
Pursue Opportunities in Business-to-Business and Business-to-Consumer
Markets
REDWOOD CITY, Calif.--Oct. 19, 1999--CBT Systems, the company that created the
computer-based training industry, announced today that it will redefine the
learning industry by unveiling a first-of-its-kind, fully integrated, Internet-
based e-Learning solution.
As testimony to its commitment to a total solution for preparing the global
workforce for the next millennium, the company will also re-name itself
SmartForce. Beginning Wednesday, Oct. 20, 1999, the company's ADRs will trade
on the Nasdaq National Market under the symbol "SMTF."
The foundation for this strategic initiative is SmartForce e-Learning. With
companies worldwide looking for a quicker, more effective way to teach employees
what they need to know to stay ahead and thus gain a competitive advantage,
SmartForce e-Learning enables employees to learn the career skills they need to
succeed. As businesses and individuals turn more and more to the Internet,
SmartForce e-Learning is designed to be the learning solution for the Internet
economy.
"Our e-Learning initiative is a powerful step forward for the company and, we
believe, the industry," said SmartForce CEO Greg Priest. "e-Learning promises
a superior learning experience to individuals and a critical e-business
application for companies. A major challenge over the next 10 years is to keep
the global workforce continuously updated on cutting-edge technology and
business issues in an economy that moves at Internet speed. Any company that
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does not initiate strategic learning programs today might as well hand over
their business to the competition now."
SmartForce will leverage the Internet to pursue two business opportunities. The
first is a business-to-business opportunity, in which SmartForce will provide e-
Learning solutions to organizations seeking to remain competitive in an economy
where knowledge and innovation is the source of competitive advantage. With this
move, SmartForce will provide enterprises with an advanced e-business
application that "Webifies" the training business process. SmartForce is
announcing commercial availability of its e-business application today and plans
to open the site to corporate customers on Nov. 2.
This initiative also enables SmartForce to pursue a business-to-consumer
opportunity through the creation of SmartForce.com, which the company will seek
to establish as the leading destination site for professional advancement.
SmartForce plans to go live to the public with the site on Nov. 2, concurrent
with its B2B launch. SmartForce plans to create a major network of subscribers
by leveraging its base of more than 2,000 corporate customers and by bringing
new individual and corporate subscribers to the site. By deploying an easy-to-
use, complete Internet service, SmartForce will instantly broaden its potential
customer reach to the global community of Internet users - which by 2002 is
expected to have a population of 320 million.
The infrastructure underlying both of these initiatives is SmartForce e-
Learning. e-Learning is more than just a delivery mechanism. It is a powerful,
Internet-based solution that leverages the Web to provide a fundamentally faster
and better way to learn. It allows students - or e-Learners - to immerse
themselves in a dynamic, continuously updated learning environment that provides
access to a variety of learning events and resources, including online seminars,
mentoring, news, white papers and peer-to-peer collaboration. It also gives e-
Learners access to SmartForce's industry-leading library of information
technology titles, as well as SmartForce's business and interpersonal skills
offerings, which previously had been offered under the Knowledge Well brand.
With SmartForce e-Learning, each e-Learner's learning environment is
personalized based on the e-Learner's interests, career objectives and job
profile using Broadvision's One-to-One mass customization technology.
Enterprises can also leverage SmartForce's e-Learning infrastructure to create
their own, customized e-Learning solutions based on their specific business
requirements.
"This is a timely and intelligent move for SmartForce," said IDC analyst Ellen
Julian, whose firm on Monday released forecasts on the Web-based training
market, a key portion of the e-Learning market. "The company is well positioned
to capture an increasing share of the market, which has expanded beyond our
initial forecast. Our research shows that customers want more personalization,
more customization of content,
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more interactivity and more community. What SmartForce is doing is delivering
what customers are asking for."
The new solution has already succeeded, according to early adopting customers.
In recent months, SmartForce has taken an earlier version of its e-Learning
offerings into a small number of carefully selected prospective customers.
"The result was greater than we ever could have anticipated," said Priest. "Out
of this initial effort preceding our general commercial release of e-Learning,
we have secured the two largest commitments in the history of the company,
representing approximately $36 million in total contract value. This is the
most powerful testament I can imagine to the power of e-Learning to help our
customers achieve their strategic business goals."
Brandon Hall, editor of brandon-hall.com and author of The Web-based Training
Cookbook, said, "This is a smart transition. CBT has been a leader in its
category for many years and this change opens up vast new markets while
capitalizing on the company's core competencies. SmartForce, with its vision,
resources, experience and reputation, is poised to continue to play a dominant
role in this space."
To underscore its commitment to maintaining market leadership, SmartForce plans
to make significant ongoing investments in its e-Learning infrastructure and in
building the SmartForce brand.
"We are making these expenditures to widen the gap between SmartForce and the
rest of the industry," said Priest. "By continuing to improve and enhance our
powerful e-business application and destination site, and by establishing
SmartForce as the e-Learning company, we are striving to become recognized as
the de facto owner of the Internet education space for career advancement."
The introduction of SmartForce e-Learning marks the company's transition from a
courseware vendor to a provider of Internet-based learning solutions.
SmartForce will continue to provide its e-Learning solutions to corporate
customers under multi-year agreements providing for defined annual commitments
and payment schedules. However, because SmartForce will be providing access to
an Internet environment under its e-Learning agreements rather than selling
software licenses, revenue under these new agreements will be recognized under
generally accepted accounting principles over the term of the agreements rather
than annually in advance. Revenue deferred under e-Learning agreements will be
added to SmartForce's backlog, thereby significantly increasing the company's
backlog of business in addition to strongly enhancing the predictability of the
company's future revenues.
The new solution is a bold move to expand SmartForce's leadership in the large
and ever-expanding corporate education market, while also creating a very
exciting B2C business
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opportunity. SmartForce is uniquely positioned to accelerate the shift from
traditional learning models to technology mediated learning. As the former CBT
Systems, SmartForce has been a leader in technology-based training for 15 years.
Its library of more than 1,000 titles is unmatched, as is its experience in
developing innovative, effective and fun ways to learn.
"Without properly trained employees, companies and the global economy cannot
grow," added Priest. "The solution is SmartForce e-Learning."
About SmartForce
SmartForce, formerly CBT Systems, provides learning solutions based on e-
Learning, a fundamentally faster and better way to learn that leverages the
power of the Internet. With more than 2,000 major corporate customers,
SmartForce offers enterprises e-Learning solutions for the critical training
business process. The company has also created SmartForce.com, an e-Learning
destination site focused on equipping individuals for career success in the
Internet economy. American Depository Receipts trade on the Nasdaq National
Market under the symbol "SMTF." The company, which has more than 1,300 employees
worldwide, is headquartered at 900 Chesapeake Drive, Redwood City, Calif.,
94063. Phone: (650) 817-5900. Fax: (650) 817-5061. Web site: www.smartforce.com.
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Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Any forward-looking statements in
the press release are subject to certain risks and uncertainties that could
cause actual results to differ materially from those stated. Factors that could
cause or contribute to such differences include those discussed in SmartForce's
Form 10-K for the year ended Dec. 31, 1998, and the Form 10-Q for the quarter
ended June 30, 1999. Any forward-looking statements in this press release
reflect management's opinions only as of the date hereof and SmartForce assumes
no obligation unless required by law to revise or publicly release the results
of any revision to any such forward-looking statements.
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SmartForce, SmartForce e-Learning and the SmartForce logo are trademarks
of SmartForce. All other company and product names may be trademarks of the
respective companies with which they are associated.
