<PAGE>
As filed with the Securities and Exchange Commission on March 14, 2000
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
_______________________
SmartForce 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)
________________________
1996 SUPPLEMENTAL STOCK PLAN
Gregory M. Priest
President and Chief Executive Officer
SmartForce 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
________________________
<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
options under the 1996 Supplemental Stock
Plan ...................................... 4,000,000 $ 55.53 (1) $ 222,120,000 $ 58,639.68
</TABLE>
(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 March 13,
2000.
The Company hereby incorporates by reference in this Registration Statement the
contents of the Company's earlier Registration Statement on Form S-8 (File No.
333-25245.)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Document
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<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 March 13,
2000.
SMARTFORCE 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 March 13, 1999
- ----------------------------------------------
William G. McCabe
/s/ Gregory M. Priest President, Chief Executive Officer (Principal March 13, 1999
- ----------------------------------------------
Gregory M. Priest Executive Officer) and Director
/s/ John Grillos Executive Vice President, Chief Operating March 13, 1999
- ----------------------------------------------
John Grillos Officer and Director
/s/ David C. Drummond Executive Vice President, Finance and Chief March 13, 1999
- ----------------------------------------------
David C. Drummond Financial Officer (principal financial officer)
/s/ John P. Hayes Vice President Finance (principal accounting March 13, 1999
- ----------------------------------------------
John P. Hayes officer) and Director
Director
- ----------------------------------------------
Patrick J. McDonagh
/s/ James S. Krzywicki Director March 13, 1999
- ----------------------------------------------
James S. Krzywicki
</TABLE>
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<PAGE>
Exhibit 5.1
March 13, 2000
The Directors,
SmartForce 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 March 13, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 4,000,000 additional ordinary shares
(which will be represented by 4,000,000 American Depositary Shares [the
"Shares"] of the Company) in the capital of the Company reserved for issuance
under the 1996 Supplemental Stock Plan (the "1996 Plan").
As your legal counsel, we have examined the 1996 Plan and are familiar with the
proceedings proposed to be taken by you in connection with the issuance of the
Shares under the 1996 Plan.
It is our opinion that the Shares will be, if issued in the manner referred to
in the 1996 Plan, on application by the Optionees under the said Plan for the
Shares pursuant to such Plan and pursuant to the respective agreements that
accompany those 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
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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 4,000,000 Ordinary Shares which
will be represented by American Depositary Receipts pertaining to the 1996
Supplemental Stock Plan of SmartForce PLC (the "Company") of our reports dated
January 19, 1999 with respect to the consolidated financial statements and
schedule of SmartForce Group PLC included in the Company's Annual Report, as
amended, on Form 10-K/A 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
March 10, 2000
<PAGE>
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 SmartForce 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.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Houston, Texas
March 9, 2000
