UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 2008
SkillSoft Public Limited Company
(Exact Name of Registrant as Specified in Charter)
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| Republic of Ireland
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0-25674
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None |
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(State or Other Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 107 Northeastern Boulevard |
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| Nashua, New Hampshire
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03062 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (603) 324-3000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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| Item 1.01. |
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Entry into a Material Definitive Agreement |
On July 7, 2008, SkillSoft Public Limited Company (the “Company”) entered into an amendment
(“Amendment No. 1”) to the Credit Agreement (the “Credit Agreement”), dated May 14, 2007, among the
Company, its subsidiary, SkillSoft Corporation, as borrower, Credit Suisse, as administrative agent
and collateral agent, the other agents party thereto, and the lenders party thereto (the “Lenders”)
and the Guarantee and Collateral Agreement, dated May 14, 2007, among the Company and the
subsidiary guarantors party thereto.
Pursuant to the Credit Agreement, the Company and any subsidiary of the Company have a limited
ability to repurchase shares in the Company. The primary purpose of Amendment No. 1 was to expand
the ability of the Company and its subsidiaries to be able to make additional repurchases of shares
in the Company. The Company’s expanded repurchase ability under Amendment No. 1 is conditioned on
the absence of an event of default and a requirement that (i) the leverage ratio shall be no
greater than 2.75:1.0 as of the most recently completed fiscal quarter ending prior to the date of
such repurchase and (ii) that the Company make a prepayment of the term loan under the Credit
Agreement in an amount equal to the dollar amount of any such repurchase. Such term loan
prepayments will not, however, be required in connection with the first $24,000,000 of repurchases
made from and after July 7, 2008.
Amendment No. 1 also provides for an increase in the interest rate on the term loan outstanding
under the Credit Agreement and the payment of additional fees to the Lenders upon execution of
Amendment No. 1. Pursuant to Amendment No. 1, the term loan will bear interest at a rate per annum
equal to, at the Company’s election, (i) a base rate plus a margin of 2.50% (increased from 1.75%)
or (ii) adjusted LIBOR plus a margin of 3.50% (increased from 2.75%).
Amendment No. 1 also modified the Credit Agreement and Guarantee and Collateral Agreement to permit
certain intercompany transactions relating to the intellectual property of the Company and its
subsidiaries.
The foregoing description of Amendment No. 1 is not complete and is qualified in its entirety by
reference to Amendment No. 1, which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
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| Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits
10.1 Amendment No.1, dated July 7, 2008, to Credit Agreement and to Guarantee and Collateral
Agreement, each dated May 14, 2007.