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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1
 ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 Commission file: 0-25674
 SkillSoft Public Limited Company
 (Exact name of registrant as specified in its charter)
 Republic of Ireland(State or other jurisdiction of 
incorporation or organization)
    
    None(I.R.S. Employer
Identification No.)107 Northeastern Boulevard 
Nashua, New Hampshire(Address of principal executive offices)
    
    03062(Zip Code)
 Registrants telephone number, including area code:
(603) 324-3000
 Securities registered pursuant to section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredOrdinary Shares, 0.11
    
    NASDAQ Global Market
 Securities registered pursuant to Section 12(g) of the Act: None
 þ o
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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##### 



SKILLSOFT PUBLIC LIMITED COMPANY
FORM 10-K/A
TABLE OF CONTENTS
 UNITED STATES SECURITIES AND EXCHANGE COMMISSIONPART III
    
    
    1Item 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    3Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    17Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    20Item 14. Principal Accountant Fees and Services
    
    
    22PART IV
    
    
    23Item 15. Exhibits and Financial Statement Schedules
    
    
    23SIGNATURES
    
    
    24Ex-31.3 Section 302 Certification of CEOEx-31.4 Section 302 Certification of CFO




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors
  Charles E. Moran,
 P. Howard Edelstein
 Stewart K.P. Gross
 James S. Krzywicki
 William F. Meagher, Jr.
 Ferdinand von Prondzynski
 -1-




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Executive Officers
  Name
    
    Age
    
    PositionCharles E. Moran
    
    
    53
    
    
    President and Chief Executive OfficerThomas J. McDonald
    
    
    58
    
    
    Chief Financial Officer, Executive Vice President and Assistant SecretaryJerald A. Nine, Jr.
    
    
    50
    
    
    Chief Operating OfficerMark A. Townsend
    
    
    55
    
    
    Executive Vice President, TechnologyColm M. Darcy
    
    
    44
    
    
    Executive Vice President, Content DevelopmentAnthony P. Amato
    
    
    43
    
    
    Vice President, Finance and Chief Accounting Officer
 Thomas J. McDonald
 Jerald A. Nine, Jr
 Mark A. Townsend,
 Colm M. Darcy,
 Anthony P. Amato
  Section 16(a) Beneficial Ownership Reporting Compliance
  -2-




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Recommendation of Director Nominees by Shareholders
  Code of Business Conduct and Ethics
 www.SkillSoft.com
 Audit Committee
  
 Item 11. Executive Compensation
 Compensation Discussion and Analysis
  Objectives and Philosophy of Our Executive Compensation Program
  
    
    ensure that a significant part of executive compensation is tied to the achievement
of corporate and individual performance objectives, which both promotes and rewards the
achievement of those objectives;
    
    align long-term executive incentives with the creation of shareholder value; and
    
    attract, retain and motivate the best possible executive talent.
  -3-




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
    
    base salaries are targeted at the 25th percentile;
    
    total cash compensation (base salary and target bonus) is targeted at the
50th percentile; and
    
    equity compensation is targeted at the 75th percentile.
 th th
 Components of our Executive Compensation Program
  
    
    base salary;
    
    cash incentive bonuses;
    
    share option awards;
    
    employee benefits; and
    
    severance benefits.
 Base Salary
  -4-




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th th
 Prior Base
    
    Revised BaseName
    
    Salary
    
    SalaryCharles E. Moran
    
    $
    250,000
    
    
    $
    372,000Jerald A. Nine, Jr.
    
    $
    225,000
    
    
    $
    282,000Thomas J. McDonald
    
    $
    200,000
    
    
    $
    252,000Colm M. Darcy
    
    $
    200,000
    
    
    $
    200,000Mark A. Townsend
    
    $
    200,000
    
    
    $
    200,000
  Cash Incentive Bonuses
  th
 -5-




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As Percentage ofName
    
    Annual Base Salary
    
    Pro Rated AmountCharles E. Moran
    
    
    110%/135
    %
    
    $
    435,933Jerald A. Nine, Jr.
    
    
    85
    %
    
    $
    225,569Thomas J. McDonald
    
    
    75
    %
    
    $
    177,625Colm M. Darcy
    
    
    75
    %
    
    $
    150,000Mark A. Townsend
    
    
    75
    %
    
    $
    150,000
     -6-




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Performance Metric

    
    Level 3 Target
    
    Actual ResultQ1 Adjusted EBITDA
    
    
    $12.0 million or higher
    
    $13.4 millionQ2 Adjusted EBITDA
    
    
    n/a
    
    $22.3 millionQ3 Adjusted EBITDA
    
    
    $18.3 million or higher
    
    $21.3 millionQ4 Adjusted EBITDA
    
    
    $17.0 million or higher
    
    $22.7 millionFY08 Adjusted EBITDA
    
    
    $71.0 million or higher
    
    $79.7 millionFY08 Revenue
    
    
    $278.0 million or higher
    
    $281.2 million
  Share Options
     
    
    All option grants will have an exercise price equal to the last reported sale price of
our ADSs on NASDAQ on the date of grant.
    
    Our chief executive officer can continue to make option grants to non-executive
officers, subject to limitations imposed by the compensation committee.
    
    Option grants to executive officers will be made only during a meeting of the
compensation committee or the board of directors, and may not be approved by written
consent.
    
    Option grants to newly hired employees  whether made by the chief executive officer,
the compensation committee or the board of directors  will be made on the first trading
day of the month following their date of hire.
    
    Options will not be granted by the compensation committee or the board of directors
during the quarter-end blackout periods under our insider trading policy; provided that
options may be approved during a meeting within a blackout period with the grant to be
effective as of  and priced based on the trading price  two days after the end of the
blackout period.We do not have any share ownership guidelines for our executives.
 -7-




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Employee Benefits and Other Compensation
   Severance Benefits
   Tax Considerations
  Executive Compensation
  -8-




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SUMMARY COMPENSATION TABLE
 Non-EquityIncentiveName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Plan
    
    All OtherPrincipal
    
    Fiscal
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)Charles E. Moran,
    
    
    2008
    
    
    $
    335,146
    
    
    
    
    
    
    
    
    
    
    $
    1,607,804
    
    
    $
    653,901
    
    
    $
    10,334
    
    
    $
    2,607,185President and CEO
    
    
    2007
    
    
    $
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    1,025,428
    
    
    $
    412,500
    
    
    $
    8,216
    
    
    $
    1,696,144Thomas J. McDonald,
    
    
    2008
    
    
    $
    236,292
    
    
    
    
    
    
    
    
    
    
    $
    643,121
    
    
    $
    266,438
    
    
    $
    53,581
    
    
    $
    1,199,432Chief Financial Officer
and Executive Vice
President
    
    
    2007
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    543,165
    
    
    $
    225,000
    
    
    $
    48,462
    
    
    $
    1,016,627Jerald A. Nine, Jr.,
    
    
    2008
    
    
    $
    264,781
    
    
    
    
    
    
    
    
    
    
    $
    964,683
    
    
    $
    338,354
    
    
    $
    8,603
    
    
    $
    1,576,421Chief Operating Officer
    
    
    2007
    
    
    $
    225,000
    
    
    
    
    
    
    
    
    
    
    $
    648,502
    
    
    $
    284,875
    
    
    $
    7,735
    
    
    $
    1,168,112Mark A. Townsend,
    
    
    2008
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    321,559
    
    
    $
    225,000
    
    
    $
    7,026
    
    
    $
    753,585Executive Vice President,
Technology
    
    
    2007
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    493,237
    
    
    $
    225,000
    
    
    $
    7,254
    
    
    $
    925,491Colm M. Darcy,
    
    
    2008
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    321,559
    
    
    $
    225,000
    
    
    $
    5,495
    
    
    $
    752,054Executive Vice President,
Content Development
    
    
    2007
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    183,076
    
    
    $
    225,000
    
    
    $
    6,485
    
    
    $
    614,561
 
 (1)
    
    The amounts in this column reflect the dollar amount computed for financial statement
reporting purposes for fiscal 2007 and 2008, in accordance with SFAS 123R, of stock options
granted under our equity plans and include amounts from stock options granted in and prior to
the fiscal year in question. There can be no assurance that the SFAS 123R amounts will ever be
realized. The assumptions we used to calculate these amounts are included in Note 2 to our
audited financial statements for fiscal 2008, included in our Annual Report on Form 10-K for
fiscal 2008. Generally, these options vest as to 25% of the shares subject to the option on the first
anniversary of the date of grant and 1/48th of the shares subject to the option at
the end of each one month period thereafter over the remaining 36 months. Each option has a
term of ten or seven years, and generally expires shortly following the termination of the
executives employment. In addition, as described below under Employment Agreements and
Potential Termination Payments, the executive may elect to extend the vesting and
exercisability of these options following employment termination under certain circumstances.(2)
    
    The amounts in this column reflect cash bonus awards earned by our named executive officers
for performance under our executive incentive compensation programs. See Compensation
Discussion and Analysis  Components of our Executive Compensation Program  Cash Incentive
Bonuses above for a description of the fiscal 2008 program.(3)
    
    All Other Compensation is comprised of the following: DefinedFiscal
    
    Personal
    
    Life Insurance
    
    ContributionName
    
    Year
    
    Benefits (a)
    
    Premiums (b)
    

Plans (c)
    
    Vacation (d)Charles E. Moran
    
    
    2008
    
    
    
    
    
    
    $
    780
    
    
    $
    2,400
    
    
    $
    7,1542007
    
    
    
    
    
    
    
    1,008
    
    
    
    2,400
    
    
    
    4,808Thomas J. McDonald
    
    
    2008
    
    
    
    45,555
    
    
    
    780
    
    
    
    2,400
    
    
    
    4,8462007
    
    
    
    41,208
    
    
    
    1,008
    
    
    
    2,400
    
    
    
    3,846Jerald A. Nine, Jr.
    
    
    2008
    
    
    
    
    
    
    
    780
    
    
    
    2,400
    
    
    
    5,4232007
    
    
    
    
    
    
    
    1,008
    
    
    
    2,400
    
    
    
    4,327Mark A. Townsend
    
    
    2008
    
    
    
    
    
    
    
    780
    
    
    
    2,400
    
    
    
    3,8462007
    
    
    
    
    
    
    
    1,008
    
    
    
    2,400
    
    
    
    3,846Colm M. Darcy
    
    
    2008
    
    
    
    
    
    
    
    780
    
    
    
    2,400
    
    
    
    2,3152007
    
    
    
    
    
    
    
    1,008
    
    
    
    2,400
    
    
    
    3,077
 
 (a)
    
    The personal benefits for Thomas J. McDonald include $8,160 and $9,000 for use of an
apartment leased by SkillSoft for fiscal 2007 and 2008, respectively, $5,350 and $4,920 for
use of a company-leased vehicle for fiscal 2007 and 2008, respectively, $17,276 and $19,586
for personal travel for fiscal 2007 and 2008, respectively and $10,422 and $12,049 for
reimbursement of tax obligations related to such personal benefits for fiscal 2007 and 2008,
respectively.(b)
    
    Represents premiums paid for life insurance for which the named executive officer is the
named beneficiary. -9-




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(c)
    
    Reflects amounts paid pursuant to SkillSofts 401-K matching program, with limits of $100 per
pay period up to a maximum of $2,400 per year.(d)
    
    Includes amounts paid in fiscal 2007 and 2008 as accrued and unused vacation time per
SkillSofts policy.  GRANTS OF PLAN-BASED AWARDS
 Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)Threshold
    
    Target
    
    MaximumName
    
    ($)(2)
    
    ($)(3)
    
    ($)(4)Charles E. Moran
    
    
    149,713
    
    
    
    435,933
    
    
    
    653,901Thomas J. McDonald
    
    
    61,421
    
    
    
    177,625
    
    
    
    266,438Jerald A. Nine, Jr.
    
    
    78,006
    
    
    
    225,969
    
    
    
    338,954Mark A. Townsend
    
    
    52,125
    
    
    
    150,000
    
    
    
    225,000Colm M. Darcy
    
    
    52,125
    
    
    
    150,000
    
    
    
    225,000
 
 (1)
    
    Reflects the threshold, target and maximum cash award amounts under our fiscal 2008 executive
incentive compensation program. The amounts actually paid to the named executive officers
under our fiscal 2008 executive incentive compensation program are shown above in the
Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.(2)
    
    Reflects the total minimum amount that could have been earned if the minimum targets for all
of the quarterly and annual metrics had been achieved.(3)
    
    Reflects the total amount that could have been earned if the targeted quarterly and annual
metrics had been achieved.(4)
    
    Reflects the total maximum amount that could have been earned if the targets for all of the
quarterly and annual metrics had been achieved. Information Relating to Equity Awards and Holdings
  -10-




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Option Awards (10)EquityIncentivePlanAwards:Number of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    OptionOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    Price ($)
    
    Date (10)Charles E. Moran
    
    
    710,219
    (1)
    
    
    
    
    
    
    
    
    
    $
    6.36
    
    
    
    9/27/2011994,438
    (2)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/2012541,666
    (3)
    
    
    1,458,334
    (3)
    
    
    
    
    
    $
    6.41
    
    
    
    12/5/2013Thomas J. McDonald
    
    
    236,739
    (1)
    
    
    
    
    
    
    
    
    
    $
    6.36
    
    
    
    9/27/2011946,959
    (2)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/2012216,666
    (3)
    
    
    583,334
    (3)
    
    
    
    
    
    $
    6.41
    
    
    
    12/5/2013Jerald A. Nine, Jr.
    
    
    232,859
    (1)
    
    
    
    
    
    
    
    
    
    $
    6.36
    
    
    
    9/27/2011783,063
    (2)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/2012325,000
    (3)
    
    
    875,000
    (3)
    
    
    
    
    
    $
    6.41
    
    
    
    12/5/2013Mark A. Townsend
    
    
    78,913
    (1)
    
    
    
    
    
    
    
    
    
    $
    6.36
    
    
    
    9/27/2011891,977
    (2)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/2012108,333
    (3)
    
    
    291,667
    (3)
    
    
    
    
    
    $
    6.41
    
    
    
    12/5/2013Colm M. Darcy
    
    
    8,855
    (4)
    
    
    
    
    
    
    
    
    
    $
    9.94
    
    
    
    12/9/200832,645
    (5)
    
    
    
    
    
    
    
    
    
    $
    16.44
    
    
    
    7/2/200950,000
    (6)
    
    
    
    
    
    
    
    
    
    $
    19.06
    
    
    
    4/5/201154,167
    (7)
    
    
    
    
    
    
    
    
    
    $
    5.55
    
    
    
    5/8/2012186,700
    (8)
    
    
    
    
    
    
    
    
    
    $
    3.30
    
    
    
    7/12/201229,167
    (9)
    
    
    
    
    
    
    
    
    
    $
    4.25
    
    
    
    9/6/2012108,333
    (3)
    
    
    291,667
    (3)
    
    
    
    
    
    $
    6.41
    
    
    
    12/5/2013
 
 (1)
    
    These options were granted on September 27, 2001. The options vested as to 1/48th
of the shares subject to the option at the end of each successive one month period following
the grant date over 48 months.(2)
    
    These options were granted on August 16, 2002. The options vested as to 25% of the shares
subject to the option on August 16, 2003 and 1/48th of the shares subject to the
option at the end of each one month period following the first anniversary of the grant date
over the remaining 36 months. In addition, the shares subject to this option were allocated as
incentive stock options to the extent permissible under the Internal Revenue Code.(3)
    
    These options were granted on December 5, 2006. The options vest as to 25% of the shares
subject to the option on December 5, 2007 and 1/48th of the shares subject to the
option at the end of each one month period following the first anniversary of the grant date
over the remaining 36 months.(4)
    
    These options were granted on December 9, 1998. The options vested as to 25% of the shares
subject to the option on December 9, 1999, 25% of the shares subject to the option on December
9, 2000, and 1/48th of the shares subject to the option at the end of each one
month period following the second anniversary of the grant date over the remaining 24 months.(5)
    
    These options were granted on July 2, 1999. The options vested as to 25% of the shares
subject to the option on July 2, 2000, 25% of the shares subject to the option on July 2,
2001, and 1/48th of the shares subject to the option at the end of each one month
period following the second anniversary of the grant date over the remaining 24 months.(6)
    
    These options were granted on April 5, 2001. The options vested as to 25% of the shares
subject to the option on January 15, 2002, 25% of the shares subject to the option on January
15, 2003, and 1/48th of the shares -11-




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subject to the option at the end of each one month period following the second anniversary of
the grant date over the remaining 24 months.(7)
    
    These options were granted on May 8, 2002. The options vested as to 25% of the shares subject
to the option on December 31, 2002 and 1/48th of the shares subject to the option
at the end of each one month period following the first anniversary of the grant date over the
remaining 36 months. In addition, the shares subject to this option were allocated as
incentive stock options to the extent permissible under the Internal Revenue Code.(8)
    
    These options were granted on July 12, 2002. The options vested as to 25% of the shares
subject to the option on July 7, 2003 and 1/48th of the shares subject to the
option at the end of each one month period following the first anniversary of the grant date
over the remaining 36 months.(9)
    
    These options were granted on September 6, 2002. The options vested as to 25% of the shares
subject to the option on September 6, 2003 and 1/48th of the shares subject to the
option at the end of each one month period following the first anniversary of the grant date
over the remaining 36 months.(10)
    
    Each option has a term of seven or ten years, and generally expires shortly following the
termination of the executives employment. In addition, as described below under Employment
Agreements and Potential Termination Payments, the executive may elect to extend the vesting
and exercisability of these options following employment termination under certain
circumstances.  Employment Agreements and Potential Termination Payments
  Charles E. Morans Employment Agreement
 Thomas J. McDonalds Employment Agreement
 -12-




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Jerald A. Nine Jr.s Employment Agreement
 Mark A. Townsends Employment Agreement
 Colm M. Darcys Employment Agreement
 -13-




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ExtendedSeverance Payments
    
    Vesting ofBase Salary
    
    Target Bonus
    
    Options (1)
    
    Benefits
    
    TotalName
    
    $
    
    $
    
    $
    
    $
    
    $Charles E. Moran
    
    
    372,000
    
    
    
    502,200
    
    
    
    1,598,550
    
    
    
    
    
    
    
    2,472,750Thomas J. McDonald
    
    
    126,000
    
    
    
    
    
    
    
    319,710
    
    
    
    3,198
    
    
    
    448,908Jerald A. Nine, Jr.
    
    
    282,000
    
    
    
    239,700
    
    
    
    959,130
    
    
    
    
    
    
    
    1,408,830Mark A. Townsend
    
    
    100,000
    
    
    
    
    
    
    
    159,855
    
    
    
    9,507
    
    
    
    269,362Colm M. Darcy
    
    
    175,000
    
    
    
    
    
    
    
    159,855
    
    
    
    
    
    
    
    334,855
 
 (1)
    
    These options would continue to vest for a specified period of time following the termination
event. We calculated a Black-Scholes value for the options for the extended period of time
following the termination event and have presented this incremental value in the above table. Compensation of Directors
  
    
    each Outside Director received an annual retainer of $30,000;
    
    the chairman of each of the Audit Committee and the Compensation Committee received
an additional annual retainer of $7,500; and
    
    each Outside Director who was a member of any standing committee (a Committee) of
the Board of Directors received a payment of $2,000 per Board or Committee meeting
attended up to a maximum of six meetings per year (including by conference telephone)
beyond regularly scheduled meetings (i.e. a maximum additional payment of $12,000),
provided that only one meeting payment would be made in the event such additional
meetings of the Board of Directors and one or more Committee were held on the same day.
  
    
    each Outside Director receives an annual retainer of $30,000;
    
    the chairman of the Audit Committee receives an additional annual retainer of
$20,000;
    
    the chairman of each of the Compensation Committee and the Nominating and Corporate
Governance Committee receives an additional annual retainer of $7,500; and
    
    each Outside Director who is a member of any Committee of the Board of Directors
receives an additional payment of $2,000 per Board or Committee meeting attended up to
a maximum of ten meetings per year (including by conference telephone) beyond regularly
scheduled meetings (i.e. a maximum additional payment of $20,000), provided that only
one meeting payment would be made in the event such additional meetings of the Board of
Directors and one or more Committee were held on the same day.
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st
   -15-




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OUTSIDE DIRECTOR COMPENSATION
 Change in PensionFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value andEarned or
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedPaid in
    
    Stock
    
    Option
    
    Non-Equity
    
    Deferred
    
    All OtherCash
    
    Awards
    
    Awards
    
    Incentive Plan
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($) (1)
    
    Compensation ($)
    
    Earnings ($)
    
    ($)
    
    ($)P. Howard Edelstein
    
    $
    40,000
    
    
    
    
    
    
    $
    59,395
    
    
    
    
    
    
    
    
    
    
    $
    500,000
    
    
    $
    599,395Stewart K.P. Gross
    
    $
    55,375
    
    
    
    
    
    
    $
    59,395
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    114,770James S. Krzywicki
    
    $
    46,000
    
    
    
    
    
    
    $
    59,395
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    105,395Ferdinand von Prondzynski
    
    $
    46,000
    
    
    
    
    
    
    $
    59,395
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    105,395William F. Meagher, Jr.
    
    $
    56,625
    
    
    
    
    
    
    $
    97,242
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    153,867
 
 (1)
    
    The amounts in this column reflect the dollar amount computed for financial statement
reporting purposes for fiscal 2008, in accordance with SFAS 123R, of stock options granted
under our equity plans and include amounts from stock options granted in and prior to fiscal
2008. There can be no assurance that the SFAS 123R amounts will ever be realized. The
assumptions we used to calculate these amounts are included in Note 2 to our audited financial
statements for fiscal 2008, included in our Annual Report on Form 10-K for fiscal 2008 filed
on March 31, 2008.As of January 31, 2008, each Outside Director holds options for the following aggregate number
of shares: Number of SharesUnderlyingOutstanding ShareName
    
    OptionsP. Howard Edelstein
    
    
    85,000Stewart K.P. Gross
    
    
    85,000James S. Krzywicki
    
    
    205,000Ferdinand von Prondzynski
    
    
    85,000William F. Meagher, Jr.
    
    
    75,000
 -16-




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Number of SharesUnderlying Share
    
    Grant Date Fair ValueGrant
    
    Option Grants in
    
    of Share Option GrantsName
    
    Date
    
    Fiscal 2008
    
    in Fiscal 2008P. Howard Edelstein
    
    1/1/2008
    
    
    20,000
    
    
    $
    93,052Stewart K.P. Gross
    
    1/1/2008
    
    
    20,000
    
    
    $
    93,052James S. Krzywicki
    
    1/1/2008
    
    
    20,000
    
    
    $
    93,052Ferdinand von Prondzynski
    
    1/1/2008
    
    
    20,000
    
    
    $
    93,052William F. Meagher, Jr.
    
    1/1/2008
    
    
    20,000
    
    
    $
    93,052
 Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
   
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
    
    each person known to SkillSoft to own beneficially more than 5% of our outstanding
securities;
    
    each director;
    
    our named executive officers; and
    
    the current directors and executive officers of SkillSoft as a group.
  -17-




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##### Table of Contents



Amount and Nature ofBeneficial OwnershipPercentageName
and Address of Beneficial Owner
    
    ADSs
    
    Owned5% ShareholdersColumbia Wanger Asset Management, L.P. (1)
    
    
    22,174,500
    
    
    
    19.6Westfield Capital Management Company LLC (2)
    
    
    8,312,699
    
    
    
    7.4Wells Fargo & Company (3)
    
    
    7,078,591
    
    
    
    6.3Capital World Investors (4)
    
    
    6,500,000
    
    
    
    5.8DirectorsCharles E. Moran (5)
    
    
    3,185,320
    
    
    
    2.8James S. Krzywicki (6)
    
    
    175,500
    
    
    
    *Ferdinand von Prondzynski (7)
    
    
    62,510
    
    
    
    *P. Howard Edelstein (8)
    
    
    62,500
    
    
    
    *Stewart K.P. Gross (9)
    
    
    62,500
    
    
    
    *William F. Meagher, Jr. (10)
    
    
    53,500
    
    
    
    *Other Named Executive OfficersJerald A. Nine, Jr. (11)
    
    
    1,743,642
    
    
    
    1.5Mark A. Townsend (12)
    
    
    1,556,491
    
    
    
    1.4Thomas J. McDonald (13)
    
    
    1,553,018
    
    
    
    1.4Colm M. Darcy (14)
    
    
    308,289
    
    
    
    *All current directors and executive officers as a group (11 persons)(15)
    
    8,885,770
    
    
    
    7.4
 
 *
    
    Less than 1%(1)
    
    On January 29, 2008, Columbia Wanger Asset Management, L.P. (WAM) filed Amendment No. 7 to
Schedule 13G with the SEC reporting beneficial ownership with respect to 22,174,500 ADSs,
consisting of 20,774,500 ADSs for which WAM has sole voting power, 1,400,000 for which WAM has
shared voting power and 22,174,500 ADSs for which WAM has sole dispositive power. This
information is reported in reliance on such filing. WAM is an investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E) under the Exchange Act. The shares reported include
the shares held by Columbia Acorn Trust (Acorn), a Massachusetts business trust that is a
discretionary client of WAM. Acorn holds 17.1% of our shares. WAM and Acorn file jointly
pursuant to a Joint Filing Agreement dated January 29, 2008 among WAM and Acorn. The address
of WAM is 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606. -18-




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(2)
    
    On January 10, 2008, Westfield Capital Management, Co., LLC (Westfield Capital) filed
Amendment No. 4 to Schedule 13G with the SEC reporting beneficial ownership with respect to
8,312,699 ADSs, consisting of 5,682,758 ADSs for which Westfield Capital has sole voting power
and 8,312,699 ADSs for which Westfield Capital has sole dispositive power. This information is
reported in reliance on such filing. None of these shares are owned of record by Westfield
Capital, and are owned of record by certain mutual funds, institutional accounts and/or
separate accounts managed by Westfield Capital as an investment advisor. Westfield Capital is
an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act.
Westfield Capital disclaims any beneficial interest in such shares. The address of Westfield
Capital is 1 Financial Center, Boston, Massachusetts 02111.(3)
    
    On February 6, 2008, Wells Fargo & Company (Wells Fargo) filed a Schedule 13G with the SEC
reporting beneficial ownership with respect to 7,078,591 ADSs, consisting of 5,082,271 ADSs
for which Wells Fargo has sole voting power and 7,078,591 ADSs for which Wells Fargo has sole
dispositive power. This information is reported in reliance on such filing. Wells Fargo is a
holding company in accordance with Rule 13d-1(b)(1)(ii) under the Exchange Act. The shares
reported include the shares held by Wells Capital Management Incorporated (Wells Capital), a
subsidiary of Wells Fargo. Wells Capital holds 5.1% of our shares. The address of Wells Fargo
is 420 Montgomery Street, San Francisco, California 94163.(4)
    
    On February 11, 2008, Capital World Investors (Capital World), a division of Capital
Research and Management Company, filed a Schedule 13G with the SEC reporting beneficial
ownership with respect to 6,500,000 ADSs. This information is reported in reliance on such
filing. Capital World is deemed to be the beneficial owner of 6,500,000 shares as a result of
Capital Research Management Company acting as investment adviser to various investment
companies. The address of Capital World is 333 South Hope Street, Los Angeles, California
90071.(5)
    
    Represents 2,145,657 ADSs issuable upon exercise of share options held by Mr. Moran, 11 ADSs
held by Mr. Morans wife, 2,367 ADSs held in a family trust of which Mr. Moran is a trustee,
and 1,037,285 ADSs beneficially owned by Mr. Morans wife, as trustee of various trusts for
the benefit of Mr. Morans children.(6)
    
    Includes 172,500 ADSs issuable upon exercise of share options held by Mr. Krzywicki.(7)
    
    Includes 62,500 ADSs issuable upon exercise of share options held by Dr. von Prondzynski.(8)
    
    Represents 62,500 ADSs issuable upon exercise of share options held by Mr. Edelstein.(9)
    
    Represents 62,500 ADSs issuable upon exercise of share options held by Mr. Gross.(10)
    
    Includes 52,500 ADSs issuable upon exercise of share options held by Mr. Meagher.(11)
    
    Includes 1,405,922 ADSs issuable upon exercise of share options held by Mr. Nine and 287,399
ADSs held by Mr. Nines wife as trustee of the Kimberly M. Nine Revocable Trust. Mr. Nine
disclaims beneficial ownership of the shares held in trust.(12)
    
    Includes 1,048,940 ADSs issuable upon exercise of share options held by Mr. Townsend and
58,785 ADSs beneficially owned by Mr. Townsends wife as trustee of the MCM Trust. Mr.
Townsend disclaims beneficial ownership of the shares held in trust.(13)
    
    Includes 1,483,698 ADSs issuable upon exercise of share options held by Mr. McDonald, 1,953
ADSs beneficially owned by Mr. McDonalds wife, as trustee for the benefit of Mr. McDonalds
family and 1,953 owned by Mr. McDonalds daughter. Mr. McDonald disclaims beneficial ownership
of the shares held in trust and by his daughter.(14)
    
    Represents 308,289 ADSs issuable upon exercise of share options held by Mr. Darcy.(15)
    
    Includes 6,927,506 ADSs issuable upon exercise of share options by all current directors and
officers as a group. -19-




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Equity Compensation Plan Information
  (c)Number ofShares(a)
    
    
    
    
    
    RemainingNumber of
    
    (b)
    
    Available forShares to be
    
    Weighted-
    
    Future IssuanceIssued upon
    
    average Exercise
    
    under EquityExercise of
    
    Price of
    
    CompensationOutstanding
    
    Outstanding
    
    Plans (ExcludingOptions,
    
    Options,
    
    SecuritiesWarrants and
    
    Warrants and
    
    Reflected inPlan Category(1)
    
    Rights
    
    Rights
    
    Column (a))Equity compensation
plans approved by
security holders
    
    6,641,445
    (2)
    
    $
    6.68
    (2)
    
    
    4,044,695
    (3)Equity compensation
plans not approved
by security holders
    
    3,181,851
    (4)
    
    
    11.32
    
    
    
    Total
    
    9,823,296
    
    
    $
    8.18
    
    
    
    4,044,695
 
 (1)
    
    This table excludes an aggregate of 6,807,467 ordinary shares issuable upon exercise of
options that we assumed in connection with our merger with SkillSoft Corporation. The weighted
average exercise price of the excluded options is $5.43 per share. We assumed the SkillSoft
Corporation 1998 Stock Incentive Plan, 1999 Non-Employee Director Stock Option Plan, 2001
Stock Incentive Plan and Books24x7.com, Inc. 1994 Stock Option Plan only insofar as they
related to options outstanding under the plans at the time of the merger, and we may not grant
any future options under any of those plans.(2)
    
    Excludes ordinary shares issuable under our 2004 Employee Stock Purchase Plan in connection
with the current offering period; such ordinary shares are included in column (c).(3)
    
    Consists of 2,114,513 ordinary shares reserved for issuance under the 2002 Share Option Plan
(the 2002 Plan), 1,631,432 ordinary shares reserved for issuance under the 2004 Employee
Share Purchase Plan and 298,750 ordinary shares reserved for issuance under the 2001 Outside
Director Plan.(4)
    
    Consists of 3,181,763 ordinary shares subject to outstanding options under our 1996
Supplemental Stock Plan (the 1996 Plan) and 88 ordinary shares subject to outstanding
options under the Knowledge Well Group Limited 1998 Share Option Plan (the Knowledge Well
Group 1998 Plan).  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Policies and Procedures Regarding Review, Approval or Ratification of Related Person Transactions
   -20-




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
    
    interests arising solely from the related persons position as an executive officer of
another entity (whether or not the person is also a director of such entity), that is a
participant in the transaction, where (a) the related person owns in the aggregate less than
a 5% equity interest in such entity, (b) the related person and his or her immediate family
members are not involved in the negotiation of the terms of the transaction and do not
receive any special benefits as a result of the transaction, (c) the amount involved in the
transaction equals less than 1% of the annual consolidated gross revenues of the other entity
that is a party to the transaction, and (d) the amount involved in the transaction equals
less than 1% of SkillSofts annual consolidated gross revenues; and
    
    a transaction that is specifically contemplated by provisions of our Articles of
Association or Memorandum of Association.
    Director Independence
  -21-




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Item 14. Principal Accountant Fees and Services
 Auditors Fees
  Fiscal Year Ended
    
    
    Fiscal Year EndedFee
Category
    

January
31, 2008
    
    

January
31, 2007Audit Fees(1)
    $
    1,853,000
    
    
    $
    1,616,425Audit-Related Fees(2)
    
    252,835
    
    
    
    456,550Tax Fees(3)
    
    634,500
    
    
    
    260,000Total Fees
    $
    2,740,335
    
    
    $
    2,332,975
 
 (1)
    
    Audit fees consist of fees for the audit of our financial statements, the audit of our
internal control over financial reporting as set forth in Section 404 of the Sarbanes-Oxley
Act, the review of the interim financial statements in our quarterly reports on Form 10-Q,
other professional services provided or accrued for in connection with statutory and
regulatory filings or engagements for the fiscal years ended January 31, 2008 and January 31,
2007.(2)
    
    Audit-related fees consist of fees for assurance and related services that are reasonably
related to the performance of the audit and the review of our financial statements and which
are not reported under Audit Fees. These services relate to accounting consultations and
employee benefit plan audits. Due diligence and related work performed in connection with the
acquisition of NETg, which closed on May 14, 2007, totaled approximately $440,000 and $271,000
for the years ended January 31, 2007 and 2008, respectively.(3)
    
    Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax
compliance services, which relate to preparation of original and amended tax returns and
claims for refunds, accounted for $167,500 of the total tax fees billed in the fiscal year
ended January 31, 2008 and $165,000 of the total tax fees billed in the fiscal year ended
January 31, 2007. Tax advice and tax planning services relate to a transfer pricing analysis,
tax advice, assistance with tax audits and appeals, tax advice related to mergers and
acquisitions, employee benefit plans and requests for rulings or technical advice for taxing
authorities. Pre-approval Policies and Procedures
    -22-




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
            -23-




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SIGNATURES
  SKILLSOFT PUBLIC LIMITED COMPANYBy:

/s/ Charles
E. MoranCharles E. Moran,Chairman of the Board, President
and Chief Executive Officer  -24-




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Title2.1
    
    Agreement and Plan of Merger, dated as of June 10, 2002, by
and among SmartForce Public Limited Company, SkillSoft
Corporation and Slate Acquisition Corp. (Incorporated by
reference to Exhibit 2.1 to SkillSoft PLCs Current Report on
Form 8-K dated June 14, 2002 (File No. 000-25674)).2.2
    
    Stock and Asset Purchase Agreement among T.N.H. France SARL,
T.N.H. Holdings GmbH, The Thomson Corporation (Australia) Pty
Ltd, Thomson Information and Solutions Limited, Thomson
Global Resources, Thomson Learning Inc., SkillSoft Public
Limited Company and SkillSoft Corporation, dated October 25,
2006 (Incorporated by reference to Exhibit 2.1 to SkillSoft
PLCs Current Report on Form 8-K as filed with the Securities
and Exchange Commission on October 26, 2006 (File No.
000-25674)).2.3
    
    Side Letter to Purchase Agreement, dated as of May 14, 2007,
by and among SkillSoft Public Limited Company, SkillSoft
Corporation, Thompson Learning Inc., Thomson Global
Resources, T.N.H. France SARL, T.N.H. Holdings GmbH, The
Thomson Corporation (Australia) Pty Ltd., and Thomson
Information & Solutions Limited (Incorporated by reference to
Exhibit 2.2 of SkillSoft PLCs Current Report on Form 8-K as
filed with the Securities and Exchange Commission on May 14,
2007 (File No. 000-25674)).3.1
    
    Memorandum of Association of SkillSoft PLC as amended on
March 24, 1992, March 31, 1995, April 28, 1998, January 26,
2000, July 10, 2001, September 6, 2002 and November 19, 2002
(Incorporated by reference to Exhibit 3.1 to SkillSoft PLCs
Quarterly Report on Form 10-Q for the fiscal quarter ended
October 31, 2002 as filed with the Securities and Exchange
Commission on January 21, 2003 (File No. 000-25674)).3.2
    
    Articles of Association of SkillSoft PLC as amended on July
6, 1995, April 28, 1998, January 26, 2000, July 10, 2001,
September 6, 2002 and November 19, 2002 (Incorporated by
reference to Exhibit 3.2 to SkillSoft PLCs Quarterly Report
on Form 10-Q for the fiscal quarter ended October 31, 2002 as
filed with the Securities and Exchange Commission on January
21, 2003 (File No. 000-25674)).4.1
    
    Specimen certificate representing the ordinary shares of
SkillSoft PLC (Incorporated by reference to Exhibit 4.1 to
SkillSoft PLCs Annual Report on Form 10-K for the fiscal
year ended January 31, 2003 as filed with the Securities and
Exchange Commission on April 29, 2003 (File No. 000-25674)).4.2
    
    Amended and Restated Deposit Agreement (including the form of
American Depositary Receipt), dated as of April 13, 1995 as
amended and restated as of September 4, 2002, among SkillSoft
PLC, The Bank of New York, as Depositary, and each Owner and
Beneficial Owner from time to time of American Depositary
Receipts issued thereunder (Incorporated by reference to
Exhibit 4.1 to SkillSoft PLCs Current Report on Form 8-K
dated November 14, 2002 (File No. 000-256740)).4.3
    
    Amended and Restated Restricted Deposit Agreement (including
the form of American Depositary Receipt), dated as of
November 30, 1995 and amended and restated as of September 4,
2002, among SkillSoft PLC, The Bank of New York, as
Depositary, and each Owner and Beneficial Owner from time to
time of American Depositary Receipts issued thereunder
(Incorporated by reference to Exhibit 4.2 to SkillSoft PLCs
Current Report on Form 8-K dated November 14, 2002 (File No.
000-25674)).4.4
    
    Restricted Deposit Agreement(B) dated as of June 8, 1998 and
amended and restated as of September 4, 2002 among SkillSoft
PLC, The Bank of New York, and the owners and beneficial
owners of Restricted American Depositary Receipts
(Incorporated by reference to Exhibit 4.3 to SkillSoft PLCs
Current Report on Form 8-K dated November 14, 2002 (File No.
000-25674)).10.1**
    
    1990 Share Option Scheme (Incorporated by reference to
Exhibit 10.1 to SkillSoft PLCs Registration Statement on
Form F-1 declared effective with the Securities and Exchange
Commission on April 13, 1995 (File No. 333-89904)).10.2**
    
    1994 Share Option Plan (Incorporated be reference to Exhibit
10.2 to SkillSoft PLCs Registration Statement on Form F-1
declared effective with the Securities and Exchange
Commission on April 13, 1995 (File No. 333-89904)).
 -25-




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##### Table of Contents



ExhibitNo.
    
    Title10.3**
    
    Form of Indemnification Agreement between CBT Systems USA,
Ltd. (formerly, Thornton Holdings, Ltd.) and its directors
and officers dated as of April 1995 (Incorporated by
reference to Exhibit 10.5 to SkillSoft PLCs Registration
Statement on Form F-1 declared effective with the Securities
and Exchange Commission on April 13, 1995 (File No.
333-89904)).10.4**
    
    Form of Indemnification Agreement between SmartForce (USA)
and its directors and officers dated as of September 6, 2002
(Incorporated by reference to Exhibit 10.5 to SkillSoft PLCs
Annual Report on Form 10-K for the fiscal year ended January
31, 2003 as filed with the Securities and Exchange Commission
on April 29, 2003 (File No. 000-25674)).10.5**
    
    1996 Supplemental Stock Plan (Incorporated by reference to
Exhibit 10.3 to SkillSoft PLCs Quarterly Report on Form 10-Q
for the fiscal quarter ended October 31, 2006 as filed with
the Securities and Exchange Commission on December 8, 2006
(File No. 000-25674)).10.6**
    
    2002 Share Option Plan, as amended (Incorporated by reference
to Exhibit 10.2 to SkillSoft PLCs Quarterly Report on Form
10-Q for the fiscal quarter ended October 31, 2006 as filed
with the Securities and Exchange Commission on December 8,
2006 (File No. 000-25674)).10.7**
    
    2001 Outside Director Option Plan, as amended (Incorporated
by reference to Exhibit 10.1 to SkillSoft PLCs Quarterly
Report on Form 10-Q for the fiscal quarter ended October 31,
2007 as filed with the Securities and Exchange Commission on
December 10, 2007 (File No. 000-25674)).10.8 **
    
    Employment Agreement dated June 10, 2002 between SkillSoft
PLC and Charles E. Moran (Incorporated by reference to
Exhibit 10.31 to SkillSoft PLCs Amendment No. 1 to
Registration Statement on Form S-4 as filed with the
Securities and Exchange Commission on July 30, 2002 (File No.
333-90872)).10.9**
    
    Employment Agreement dated as of June 10, 2002 between
SkillSoft PLC and Jerald A. Nine, Jr. (Incorporated by
reference to Exhibit 10.33 to SkillSoft PLCs Amendment No. 1
to Registration Statement on Form S-4 as filed with the
Securities and Exchange Commission on July 30, 2002 (File No.
333-90872)).10.10
    
    Registration Rights Agreement dated as of June 10, 2002
between SkillSoft PLC and Warburg Pincus Ventures, L.P.
(Incorporated by reference to Exhibit 10.27 to SkillSoft
PLCs Amendment No. 1 to Registration Statement on Form S-4
as filed with the Securities and Exchange Commission on July
30, 2002 (File No. 333-90872)).10.11**
    
    Employment Agreement dated January 12, 1998 between SkillSoft
Corporation and Mark A. Townsend (Incorporated by reference
to Exhibit 10.15 to SkillSoft PLCs Annual Report on Form
10-K for the fiscal year ended January 31, 2003 as filed with
the Securities and Exchange Commission on April 29, 2003
(File No. 000-25674)).10.12**
    
    Employment Agreement dated January 12, 1998 between SkillSoft
Corporation and Thomas J. McDonald (Incorporated by reference
to Exhibit 10.16 to SkillSoft PLCs Annual Report on Form
10-K for the fiscal year ended January 31, 2003 as filed with
the Securities and Exchange Commission on April 29, 2003
(File No. 000-25674)).10.13**
    
    Employment Agreement dated effective September 6, 2002
between SkillSoft PLC and Colm Darcy (Incorporated by
reference to Exhibit 10.17 to SkillSoft PLCs Annual Report
on Form 10-K for the fiscal year ended January 31, 2003 as
filed with the Securities and Exchange Commission on April
29, 2003 (File No. 000-25674)).10.14
    
    Lease dated May 25, 2001, as amended between 1987 Tamposi
Limited Partnership and SkillSoft Corporation (Incorporated
by reference to Exhibit 10.15 to SkillSoft PLCs Annual
Report on Form 10-K for the fiscal year ended January 31,
2006 as filed with the Securities and Exchange Commission on
April 13, 2006 (File No. 000-25674)).10.15**
    
    Indemnification Agreement, dated November 13, 2003, by and
between SkillSoft Corporation and P. Howard Edelstein
(Incorporated by reference to Exhibit 10.2 to SkillSoft PLCs
Quarterly Report on Form 10-Q for the quarter ended October
31, 2003 as filed with the Securities and Exchange Commission on December 15, 2003 (File No. 000-25674)).
 -26-




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##### Table of Contents



ExhibitNo.
    
    Title10.16**
    
    Indemnification Agreement, dated March 4, 2004, by and
between SkillSoft Corporation and William Meagher.
(Incorporated by reference to Exhibit 10.27 to SkillSoft
PLCs Annual Report on Form 10-K for the fiscal year ended
January 31, 2004 as filed with the Securities and Exchange
Commission on April 15, 2004 (File No. 000-25674)).10.17**
    
    Lease agreement, dated June 9, 2004, as amended, by and
between Hewlett-Packard Company and SkillSoft Corporation
(Incorporated by reference to Exhibit 10.19 to SkillSoft
PLCs Annual Report on Form 10-K for the fiscal year ended
January 31, 2006 as filed with the Securities and Exchange
Commission on April 13, 2006 (File No. 000-25674)).10.18
    
    Pledge Agreement, dated January 31, 2007, by and between
Silicon Valley Bank and SkillSoft Corporation (Incorporated
by reference to Exhibit 10.19 to SkillSoft PLCs Annual
Report on Form 10-K for the fiscal year ended January 31,
2007 as filed with the Securities and Exchange Commission on
April 13, 2007 (File No. 000-25674)).10.19
    
    Form of Director Option Agreement for initial grants under
the 2001 Director Option Plan (Incorporated by reference to
Exhibit 99.2 to SkillSoft PLCs Current Report on Form 8-K as
filed with the Securities and Exchange Commission on January
4, 2006 (File No. 000-25674)).10.20**
    
    Form of Director Option Agreement for subsequent grants under
the 2001 Director Option Plan (Incorporated by reference to
Exhibit 99.3 to SkillSoft PLCs Current Report on Form 8-K as
filed with the Securities and Exchange Commission on January
4, 2006 (File No. 000-25674)).10.21**
    
    Form of Option Agreement under 2002 Share Option Plan
(Incorporated by reference to Exhibit 10.5 to SkillSoft PLCs
Quarterly Report on Form 10-Q for the quarter ended July 31,
2004 as filed with the Securities and Exchange Commission on
September 9, 2004 (File No. 000-25674)).10.22**
    
    Summary of Fiscal 2007 Executive Incentive Compensation
Program. (Incorporated by reference to Exhibit 99.1 to
SkillSoft PLCs Current Report on Form 8-K as filed with the
Securities and Exchange Commission on April 28, 2006 (File
No. 000-25674)).10.23
    
    Release and Settlement Agreement (Incorporated by reference
to Exhibit 10.1 to SkillSoft PLCs Quarterly Report on Form
10-Q for the quarter ended July 31, 2005 as filed with the
Securities and Exchange Commission on September 9, 2005 (File
No. 000-25674)).10.24
    
    Credit Agreement, dated May 14, 2007, among SkillSoft PLC,
SkillSoft Corporation, Credit Suisse, Credit Suisse
Securities (USA) LLC, Keybank National Association, Silicon
Valley Bank, and the lenders party thereto (Incorporated by
reference to Exhibit 10.1 of SkillSoft PLCs Current Report
on Form 8-K as filed with the Securities and Exchange
Commission on May 14, 2007 (File No. 000-25674)).10.25
    
    Guarantee and Collateral Agreement, dated May 14, 2007, among
SkillSoft PLC, SkillSoft Corporation and the subsidiary
guarantors party thereto (Incorporated by reference to
Exhibit 10.2 of SkillSoft PLCs Current Report on Form 8-K as
filed with the Securities and Exchange Commission on May 14,
2007 (File No. 000-25674)).10.26
    
    Summary of Fiscal 2008 Executive Cash Incentive Compensation
Program (Incorporated by reference to Exhibit 99.1 to
SkillSoft PLCs Current Report on Form 8-K as filed with the
Securities and Exchange Commission on May 25, 2007 (File No.
000-25674)).21.1
    
    List of Significant Subsidiaries.23.1
    
    Consent of
Ernst & Young LLP.31.1
    
    Certification of SkillSoft PLCs Chief Executive Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934.31.2
    
    Certification of SkillSoft PLCs Chief Financial Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934.31.3*
    
    Certification of SkillSoft PLCs Chief Executive Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934.
 -27-




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##### Table of Contents



ExhibitNo.
    
    Title31.4*
    
    Certification of SkillSoft PLCs Chief Financial Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934.32.1
    
    Certification of SkillSoft PLCs Chief Executive Officer
pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the
Securities Exchange Act of 1934, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of SkillSoft PLCs Chief Financial Officer
pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the
Securities Exchange Act of 1934, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
    
    Filed with our Annual Report on Form 10-K filed with the Securities and Exchange Commission
on March 31, 2008.*
    
    Filed herewith.**
    
    Denotes management or compensatory plan or arrangement required to be filed by registrant
pursuant to Item 15(c) of this report on Form 10-K. -28-