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





(Mark
      One)R
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended January 31, 2009or£
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      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
              None(State
      or Other Jurisdiction of
                Incorporation
      or Organization)
              (I.R.S.
      Employer
                Identification
      No.)107
      Northeastern Boulevard
              03062Nashua,
      New Hampshire
              (Zip
      Code)(Address
      of Principal Executive Offices)





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





Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes R No £





Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes £ No R





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes R No £





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was require to submit
and post such files). Yes £ No £





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. £





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer,a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):


Large accelerated
      filer R
            Accelerated
      filer £Non-accelerated
      filer £
            Smaller reporting
      company £(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Act).  Yes £     No R





The
approximate aggregate market value of voting shares held by non-affiliates of
the registrant as of July 31, 2008 was $1,148,713,349.





On May
20, 2009, the registrant had outstanding 96,683,460 ordinary shares (issued or
issuable in exchange for the registrant’s outstanding American Depositary Shares
(ADSs)).





DOCUMENTS
INCORPORATED BY REFERENCE


None.





EXPLANATORY
NOTE


This
Annual Report on Form 10-K/A is being filed as Amendment No. 1 to the Annual
Report on Form 10-K of SkillSoft Public Limited Company (the “Registrant” or the
“Company”) filed with the Securities and Exchange Commission (the “SEC”) on
April 1, 2009, for the purpose of amending the following: Items 10, 11, 12, 13,
14 and 15.










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
                      
                      
                      
                      15Item 13. Certain Relationships and Related Transactions,
      and Director Independence
                      
                      
                      
                      19Item 14. Principal Accountant Fees and
      Services
                      
                      
                      
                      20PART IV
                      
                      
                      
                      21Item 15. Exhibits and Financial Statement
      Schedules
                      
                      
                      
                      21SIGNATURES
                      
                      
                      
                      22Ex-10.9 2002 Stock Option PlanEx-31.3 Section 302 Certification of
    CEOEx-31.4 Section 302 Certification of
    CFO








Table of Contents




PART III





Item 10. Directors, Executive Officers and Corporate
Governance





Directors





The following is a list of our directors and certain information,
as of April 30, 2009, about their background.





Charles E.
Moran, age 54, was appointed Chairman of the Board of Directors in
November 2006 and has served as a director and has held the position of
President and Chief Executive Officer since our merger with SkillSoft
Corporation in September 2002. Mr. Moran is a founder of SkillSoft Corporation
and served as its Chairman of the Board, President and Chief Executive Officer
from January 1998 until September 2002. Mr. Moran is also a director of Higher
One.





P. Howard
Edelstein, age 54, has served as a director since our merger with
SkillSoft Corporation in September 2002. Mr. Edelstein has been the Chief
Executive Officer of NYFIX, Inc., a provider of innovative solutions that
optimize trading efficiency, since September 2006. Prior to joining NYFIX, Inc.,
Mr. Edelstein served as an Entrepreneur in Residence with Warburg Pincus LLC
from January 2006 to September 2006. Mr. Edelstein served as President and Chief
Executive Officer of Radianz, an Internet Protocol-based networking company for
the global financial services industry, from July 2003 to January 2006. Mr.
Edelstein is also a director of Alacra , Ness Technologies, Inc., and NYFIX,
Inc.





Stewart K.P.
Gross, age 49, has served as a director since our merger with SkillSoft
Corporation in September 2002. Since April 2005, Mr. Gross has served as
Managing Director of Lightyear Capital, LLC, a private equity firm concentrating
on investments in the financial services industry. Mr. Gross served as a
director of SkillSoft Corporation from January 1998 to September 2002. Mr. Gross
was a Managing Director of Warburg Pincus LLC from July 1987 to December 2004.
Mr. Gross is a director of Flagstone Reinsurance Holdings Limited and several
privately held companies and not-for-profit organizations.





James S.
Krzywicki, age 57, has served as a director since October 1998. Since
January 2008, Mr. Krzywicki has served as President and Chief Operating Officer
of The Open Learning Exchange, a social benefit organization dedicated to
advancing worldwide education. Prior to joining The Open Learning Exchange, Mr.
Krzywicki was the President and Chief Executive officer of Treeno Software
(formerly Docutron Systems), a provider of web-based document management
software solutions that work in small business environments and connect with
enterprise objectives, from April 2004 to December 2007. Mr. Krzywicki was Vice
President, Channel Services for Parametric Technology Corporation, a provider of
software solutions for manufacturers for product development and improvement,
from April 2003 to April 2004.





William F.
Meagher, Jr., age 70, has served as a director since March 2004. Mr.
Meagher was the Managing Partner of the Boston Office of Arthur Andersen LLP
(“Andersen”) from 1982 until 1995, and spent a total of 38 years with Andersen.
Mr. Meagher was a member of the American Institute of Certified Public
Accountants and the Massachusetts Society of Certified Public Accountants. Mr.
Meagher is a trustee of Living Care Villages of Massachusetts, Inc.
d/b/a North Hill, the Dana Farber Cancer Institute and the Greater Boston YMCA.
Mr. Meagher is also a director of Mac-Gray Corporation.





Ferdinand von
Prondzynski, age 54, has served as a director since November 2001. Dr.
von Prondzynski has been the President of Dublin City University, one of
Ireland’s leading higher education institutions, since July 2000. From January
1991 to July 2000, Dr. von Prondzynski served as Professor of Law and Dean of
the Faculty of Social Services, the University of Hull, UK. Dr. von Prondzynski
is a member of Ireland's National Competitiveness Council. Dr. von Prondzynski
is also a director of Knockdrin Estates Ltd. and several privately
companies.





William J. Boyce, age 61, has
served as a director since March 2009.  Mr. Boyce was a founding
partner of Highland Capital Partners, a venture capital firm, where he was
responsible for that firm’s investments in telecommunication and
telecommunication software companies. In 1993, Mr. Boyce retired from Highland
and has been an active private investor since that time.  Prior to
founding Highland, Mr. Boyce was an early investor and cellular system operator
through a joint venture with Continental Cablevision, and was one of the
original board members of the Cellular Telephone Industry Association (CTIA),
helping establish and shape the cellular telephone industry.  Mr.
Boyce also served as Vice President and a corporate officer of Affiliated
Publications, Inc., where he was responsible for that company’s initial
investment in McCaw Communications.





1
 Table of Contents


Executive Officers





The following is a list of our executive officers and certain
information, as of April 30, 2009, about their background. Mr. Moran’s
background is included in the “Directors” section above.





Name
                    Age
                    PositionCharles E. Moran
                    54
                    President and Chief Executive
OfficerThomas J. McDonald
                    59
                    Chief Financial Officer, Executive Vice President and
      Assistant SecretaryJerald A. Nine, Jr.
                    51
                    Chief Operating OfficerMark A. Townsend
                    56
                    Executive Vice President, TechnologyColm M. Darcy
                    45
                    Executive Vice President, Content
      DevelopmentAnthony P. Amato
                    44
                    Vice President, Finance and Chief Accounting
      Officer





Thomas J.
McDonald, age 59, has served as our Chief Financial Officer and Executive
Vice President and Assistant Secretary since our merger with SkillSoft
Corporation in September 2002. Mr. McDonald is a founder of SkillSoft
Corporation and served as its Chief Financial Officer, Vice President,
Operations, Treasurer and Secretary from February 1998 until our merger with
SkillSoft Corporation in September 2002.





Jerald A. Nine,
Jr., age 51, has served as our Chief Operating Officer since February
2004. Mr. Nine served as Executive Vice President, Global Sales & Marketing
and General Manager, Content Solutions Division from our merger with SkillSoft
Corporation in September 2002 to February 2004. Mr. Nine is a founder of
SkillSoft Corporation and served as its Executive Vice President, Sales and
Marketing and General Manager, Books Division from December 2001 to February
2004 and as its Vice President, Worldwide Sales and Marketing from April 1998 to
December 2001.





Mark A.
Townsend, age 56, has served as our Executive Vice President, Technology
since our merger with SkillSoft Corporation in September 2002. Mr. Townsend is a
founder of SkillSoft Corporation and served as its Vice President, Product
Development from January 1998 until our merger with SkillSoft Corporation in
September 2002.





Colm M.
Darcy, age 45, has served as our Executive Vice President, Content
Development since our merger with SkillSoft Corporation in September 2002. From
April 2002 to September 2002, Mr. Darcy served as our Executive Vice President,
Research and Development and from January 2002 to April 2002, Mr. Darcy served
as Vice President of Solutions Management. Mr. Darcy also held various positions
with SkillSoft from 1995 to January 2002, most recently as Vice President,
Strategic Alliances. Prior to joining SkillSoft, Mr. Darcy held positions in
Finance, Human Resources, Training and Information Technology in the Republic of
Ireland’s Department of Health and Child Welfare.





Anthony P.
Amato, age 44, has served as our Vice President, Finance and Chief
Accounting Officer since August 2006. From May 2005 until August 2006, Mr. Amato
served as Vice President of Finance Operations and Treasury for SkillSoft. From
May 2003 to May 2005, Mr. Amato served as Director of International
Finances/Corporate Treasurer for SkillSoft. Prior to joining SkillSoft, Mr.
Amato served as the Director of Finance of CMGI, Inc., a provider of technology
and e-commerce solutions, from May 2002 to December 2002. Mr. Amato also served
as the Vice President of Finance of NaviSite, a provider of IT hosting,
outsourcing and professional services, from October 2001 to May
2002.





There are no family relationships among any of our executive
officers or directors.





Section 16(a) Beneficial Ownership Reporting
Compliance





Section 16(a) of the Securities Exchange Act of 1934, or the
Exchange Act, requires our directors, executive officers and holders of more
than 10% of a registered class of our equity securities to file with the
Securities and Exchange Commission, or SEC, initial reports of ownership of our
equity securities on a Form 3 and reports of changes in such ownership on a Form
4 or Form 5. Officers, directors and 10% shareholders are required by SEC
regulations to furnish SkillSoft with copies of all Section 16(a) forms they
file.





Based solely on a review of copies of such filings by our
directors and executive officers and 10% shareholders or written representations
from certain of those persons, we believe that all filings required to be made
by those persons during the fiscal year ended January 31, 2009 were timely made,
except that Mr. Nine, filed one Form 4 transaction one day
late.





Recommendation of Director Nominees by
Shareholders





There have been no material changes in the last year to the
procedures by which security holders may recommend director nominees to our
Board of Directors.





2
 Table of Contents


Code of Business Conduct and Ethics





We have adopted a written code of business conduct and ethics
that applies to our directors, officers and employees, including our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. We have posted a current
copy of the code on our website,www.SkillSoft.com. In
addition, we intend to post on our website all disclosures that are required by
law or NASDAQ stock market listing standards concerning any amendments to, or
waivers from, any provision of the code.





Audit Committee





The members of our Audit Committee are Messrs. Gross and Meagher
(Chair) and Dr. von Prondzynski. The Board of Directors has determined that Mr.
Meagher is an “audit committee financial expert” as defined in Item
407(d)(5)(ii) of Regulation S-K. The Board of Directors has determined that all
of the members of the Audit Committee are independent as defined under
applicable NASDAQ rules and Rule 10A-3 under the Exchange Act.





Item11. Executive Compensation





Compensation Discussion and Analysis





The compensation committee of our board of directors operates
under the authority established in the Compensation Committee Charter. The
committee’s primary responsibility is to oversee our executive compensation
program. In this role, the compensation committee reviews and approves all
compensation decisions relating to our executive officers. In addition, the
committee has responsibilities related to our incentive-compensation plans and
equity-based plans.





Objectives and Philosophy of Our Executive Compensation
Program





The primary objectives of the compensation committee with respect
to executive compensation are to:





●
            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.





To achieve those objectives, the compensation committee evaluates
and implements our executive compensation program with the goal of setting
compensation at levels the committee believes are competitive with those of
other companies in our industry and similar industries that compete with us for
executive talent. In addition, our executive compensation program ties a
substantial portion of each executive’s overall compensation to our financial
performance, as measured by metrics such as revenue, adjusted EBITDA and
bookings, as well as to the achievement of strategic initiatives. We also
provide a portion of our executive compensation in the form of share options
that vest over time, which we believe helps to retain our executives and aligns
their interests with those of our shareholders by allowing them to participate
in the longer term success of our company as reflected in share price
appreciation.





In making compensation decisions, the compensation committee
regularly receives input from an independent compensation consulting firm
engaged by the committee, Compensia. The committee engaged Compensia to assist
it in making executive compensation decisions for the fiscal year ended January
31, 2008 (fiscal 2008) and has engaged them again for executive compensation
determinations for the fiscal year ending January 31, 2010 (fiscal
2010).  The committee chose not to engage Compensia in setting
executive compensation for fiscal 2009, primarily because the committee had
approved certain adjustments to executive compensation that were not effective
until mid-fiscal 2008.  Given those changes had only been effective
for a portion of fiscal 2008, the committee determined that it would not change
base salaries, target bonuses or the overall structure of executive compensation
for fiscal 2009. The committee did refer to the data from the fiscal 2008 report
on executive compensation prepared by Compensia in deciding to leave executive
compensation essentially the same as in fiscal 2008. That data showed what had
been paid by a peer group of publicly traded companies in the software,
education and training industries. This peer group, which is periodically
reviewed and updated by the committee as appropriate with the assistance of
Compensia, consisted of companies the committee believes are generally
comparable to our company in terms of size, (based on revenue, market
capitalization, profitability and/or number of employees) or industry and/or
against which the committee believes we could compete for executive talent. The
benchmarking study’s peer group in fiscal 2008 was comprised of 23 companies,
including companies such as: Aspen Technology, Blackboard, Webex Communications,
Akamai Technologies, Tibco Software, The Advisory Board, Learning Tree
International, Kenexa and The Corporate Executive Board. Compensia also provides
the compensation committee with information on market trends and developments in
executive compensation and ideas for structuring executive compensation
arrangements. In addition to the benchmarking data related to the peer group,
the committee considers data with respect to the amount of compensation paid to
each executive officer by compensation element for the prior four-year period.
This enables the committee to evaluate historical compensation changes, the
amount of incentive compensation earned as a percentage of base pay, equity
grant history and potential share ownership.




3
 Table of Contents


In addition to the data and advice provided by Compensia, the
committee also considers input from our chief executive officer. That input is
communicated to the committee at its request and at meetings of the committee,
which our CEO attends, and includes information with respect to the performance
and contributions of other members of the executive management team. When asked
by the committee, our CEO provides recommendations with respect to financial and
operational objectives in the executive incentive compensation program, and
offers his view regarding the overall structure of the plans.





The compensation committee has established the following
guidelines to assist it in making executive compensation decisions. These
guidelines are expressed, for a particular element of compensation, as the
target percentile of the range of that compensation element paid to similarly
situated executives of the companies in our benchmarking peer group. In general,
the committee targets our executive compensation program elements as
follows:





●
            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.





Based on this target positioning, overall compensation generally
is targeted between the 50th and
75th
percentiles. Variations to these targets may occur due to factors such as the
experience levels of particular individuals, their performance, their importance
within the organization and market factors. The committee believes that this
approach provides market competitive pay to our executives in the short-term
when performance merits it and above median compensation when long-term
performance merits it.





Components of our Executive Compensation Program





The primary elements of our executive compensation program
are:





●
            base salary;


●
            cash incentive
bonuses;


●
            share option
awards;


●
            employee benefits;
and


●
            severance
benefits.





Base Salary





Base salary is used to compensate executives for the normal
performance of their duties, in light of their experience, skills, knowledge and
responsibilities. In establishing base salaries for our executive officers, the
compensation committee considers data from our benchmarking peer group, as well
as a variety of other factors, including any contractual commitments to that
individual, the seniority of the individual, the level of the individual’s
responsibility, our ability to replace the individual, and the base salary of
the individual at his prior employment, if applicable. Each of our executive
officers, other than Mr. Amato, has an employment agreement dating from either
1998 or 2002 that provides for a minimum annual base salary (see “Employment
Agreements and Potential Termination Payments” below). With the exception of Mr.
Darcy (whose base salary for fiscal 2009 was equal to the minimum base salary
provided for in his employment agreement), the current base salaries of those
executives are in excess of their minimum base salaries as provided for in their
employment agreements, and those employment agreements are not a significant
factor in the compensation committee’s base salary decisions.





Base salaries are reviewed at least annually by the compensation
committee. In fiscal 2008, the committee adjusted the base salaries of certain
of our executive officers, effective upon our acquisition of NETg in May 2007,
to more closely align their base salaries with the 25th
percentile of the peer group data compiled in fiscal 2008 by Compensia. Those
changes were not effective until mid-fiscal 2008.  As a result, the
committee decided not to make any changes to base salaries in fiscal
2009.





4
 Table of Contents


Cash Incentive Bonuses





The compensation committee establishes an executive incentive
compensation program on an annual basis. This program typically provides for
quarterly and annual cash bonuses that are tied to achievement of company
specific objectives. The quarterly incentive cash bonuses are intended to
compensate executives for achievement of quarterly company financial objectives.
The annual cash incentive bonuses are generally intended to compensate
executives for the achievement of corporate strategic and financial objectives.
Each executive officer is assigned a target bonus under the incentive
compensation program, expressed as a percentage of the executive’s base salary,
with more senior executives typically having a higher percentage. The target
bonus is split evenly between quarterly and annual bonus opportunities. The
financial targets generally conform to the financial metrics contained in the
internal operating plan adopted by the board of directors at the beginning of
each fiscal year. The compensation committee approves the objectives on which
bonus payments are based, the allocation of the target bonus between the
quarterly and annual components and among the various performance objectives,
and the formula for determining potential bonus amounts based on achievement of
those objectives using budgeted or plan objectives established at the beginning
of the fiscal year.





The executive incentive compensation program for fiscal 2009
covered the five named executive officers. Each named executive officer was
assigned a target bonus, expressed as a percentage of his annual base salary.
The amount of the target bonuses were set by the compensation committee based on
the benchmarking data provided by Compensia in fiscal 2008 and the committee’s
philosophy of setting total cash compensation (base salary and target bonus) at
approximately the 50th
percentile of the benchmarking peer group. For fiscal 2009, the target bonuses
of each of our named executive officers were the same as those established in
fiscal 2008 effective as of the NETg acquisition. The table below shows the
target bonuses for the named executive officers, both as a percentage of annual
base salary and in dollars.





Name
                              As a Percentage of Base
      Salary
                              Target AmountCharles E. Moran
                              135%
                              $502,200Jerald A. Nine, Jr.
                              85%
                              $239,700Thomas J. McDonald
                              75%
                              $189,000Colm M. Darcy
                              75%
                              $150,000Mark A. Townsend
                              75%
                              $150,000





For each named executive officer, 50% of his target bonus was
allocated to quarterly bonus opportunities and 50% was allocated to annual bonus
opportunities. The quarterly bonuses under the program were based on revenue
(50% of quarterly target bonus) and adjusted EBITDA objectives (50% of quarterly
target bonus); the annual bonuses were based on revenue objectives (25% of
annual target bonus), adjusted EBITDA objectives (25% of annual target bonus),
bookings objectives (40% of annual target bonus) and strategic objectives (10%
of annual target bonus). For purposes of the incentive compensation program,
adjusted EBITDA was defined as operating income, plus the amount of depreciation
and amortization expense, stock-based compensation expense, restructuring
charges, merger and integration related expenses and restatement-related
expense. These performance metrics were selected by the compensation committee
because the committee believes these are the key operating metrics that are the
basis for driving shareholder value.





The maximum bonus that could be earned was 150% of the target
bonus and the minimum was 0%. For most performance metrics, three levels of
targets were set, with 40% to 50% of the allocated target bonus payable if the
first performance level (level 1) was attained, 100% of the allocated target
bonus payable if the second performance level (level 2) was attained and 150% of
the allocated target bonus payable if the third performance level (level 3) was
attained.





When adopting the program early in fiscal 2009, the compensation
committee set the first quarter and annual targets for each category of
performance objectives, and also approved fixing the targets for the second,
third and fourth quarters based on the guidance SkillSoft provided to the
investment community for those quarters in its earnings release for the
immediately preceding quarter.  Specifically, the revenue and adjusted
EBITDA objectives were set as follows for each objective: (i) level 1 was the
bottom end of the range to the mid-point of the range; (ii) level 2 was the
mid-point of the range to the top end of the range; and (iii) level 3 was
achievement above the top end of the range. The objectives included in the
fiscal 2009 executive incentive compensation program were set at levels that
were designed to be attainable if our business had what we consider to be a
successful year, but were by no means certain or even probable of being
attained.





The bonuses actually paid under the fiscal 2009 executive
incentive compensation program were 118% of the executive’s target bonus. We
attained level 3 performance with respect to all of the performance metrics in
the program for the first, second, third and fourth quarters of fiscal 2009. For
the annual objectives, we attained level 3 performance with respect to revenue
and adjusted EBITDA, we did not attain level 1 performance with respect to
bookings and we attained level 2 for the strategic objectives. The following
tables illustrate our performance as compared to the quarterly and annual
adjusted EBITDA targets and the annual revenue target.




5
 Table of Contents





Performance
      Metric
                  Level 3
      Target
                  Actual
      ResultQ1 Adjusted EBITDA
                  $21.5 million or higher
                  $24.3 millionQ1 Revenue
                  $81.0 million of higher
                  $81.6 millionQ2 Adjusted EBITDA
                  $24.5 million or higher
                  $28.8 millionQ2 Revenue
                  $82.0 million or higher
                  $83.3 millionQ3 Adjusted EBITDA
                  $27.0 million or higher
                  $28.8 millionQ3 Revenue
                  $85.5 million or higher (1)
                  $83.1 millionQ4 Adjusted EBITDA
                  $21.0 million or higher
                  $27.7 millionQ4 Revenue
                  $83.5 million or higher (1)
                  $80.5 millionFY09 Adjusted EBITDA
                  $101.5 million or higher
                  $109.7 millionFY09 Revenue
                  $338.0 million or higher (1)
                  $328.5
million


______________


(1)
            SkillSoft’s revenue targets were based on foreign exchange
      rates and deferred revenue in effect at January 31, 2008. Revenue was
      negatively impacted due to adverse changes in foreign exchange rates in
      the third and fourth quarters of fiscal 2009. Consequently, revenue
      results for purposes of determining the level of performance achieved was
      actual revenue, adjusted based on foreign exchange rates and deferred
      revenue in effect at January 31, 2008, which was $85.5 million for the
      third quarter, $86.1 million for the fourth quarter and $338.1 million for
      fiscal 2009.





We do not publicly disclose our bookings or bookings targets. We
consider our actual and targeted bookings to be confidential information and we
believe that disclosure of that information could be used by others in a manner
that causes us competitive harm. The bookings objectives included in the fiscal
2009 executive incentive compensation program were set at levels that were
designed to be attainable, but were by no means certain or even probable of
being attained. For the strategic initiatives objective, the committee reviewed
the initiatives undertaken by us in fiscal 2009 and determined that level 2
performance had been achieved.





Share Options





Our share option program is the primary vehicle for offering
long-term incentives to our executives. We believe that option grants provide
our executives with a strong link to our long-term performance, create an
ownership culture and help to align the interests of our executives and our
shareholders. In addition, the vesting feature of our option grants is intended
to promote executive retention by providing an incentive to our executives to
remain in our employ during the vesting period.





It has been the practice of the compensation committee to grant
options to our executive officers every four years (after the completion of
vesting of the previous grants) rather than on an annual basis, although the
committee continually evaluates the optimal approach for equity compensation and
this practice could change in the future. Our practice has been to grant an
option award to new executives upon hire, although we have not hired a new
executive officer into the organization for several years. All grants of options
to our executives are approved by the compensation committee.





Late in fiscal 2007, the compensation committee approved
significant option grants to our executives.  No share options or
other equity awards were granted to our named executive officers in fiscal 2008
or fiscal 2009.





Our board of directors has adopted policies for option grants by
SkillSoft. One of the primary purposes of these policies is to establish
procedures for option grants that minimize the opportunity — or the perception
of the opportunity — for us to time the grant of options in a manner that takes
advantage of any material nonpublic information. Among the matters covered by
these policies are the following:





●
            All option grants to executive officers, and all option
      grants to other employees except options granted under a limited
      discounted option grant program to non-executive employees, 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.




6
 Table of Contents


Employee Benefits and Other Compensation





We maintain broad-based benefits that are provided to all
employees, including health and dental insurance, life and disability insurance
and a 401(k) plan. Executives are eligible to participate in all of our employee
benefit plans, in each case on the same basis as other employees. Under our
401(k) plan, we match 100% of the employees’ 401(k) contribution up to 3% of
eligible compensation, subject to various limitations (including a limit of
$2,400 per employee annually).





In addition, our chief financial officer, Tom McDonald, does not
reside in New England. Consequently, we make available to him housing and a car
when he is in New Hampshire. We also reimburse Mr. McDonald for the expenses
associated with his travel to and from New Hampshire. For additional information
regarding these benefits, please refer to the Summary Compensation Table below
and the narrative description that follows.





Severance Benefits





We have entered into employment agreements with each of our named
executive officers. The employment agreements provide that the executive is
entitled to specified severance benefits in the event his employment is
terminated by us without “cause” or by the executive for “good reason” (each as
defined in the employment agreement). In addition, all of our executive
employment agreements provide that the executive may elect to extend the vesting
and exercisability of their share options for a period of six months or one year
(depending on the executive) following employment termination, in some cases in
exchange for a non-competition covenant or the performance of consulting
services. We have provided more detailed information about these arrangements,
along with estimates of their value, under the section “Employment Agreements
and Potential Termination Payments” below.  We believe that providing
these severance benefits helps us compete for and retain executive
talent.





Tax Considerations





Section 162(m) of the Internal Revenue Code of 1986, as amended
(referred to as the Code), generally disallows a tax deduction for compensation
in excess of $1.0 million paid to our chief executive officer and our three
other executive officers (other than the chief executive officer and the chief
financial officer) whose compensation is required to be disclosed to our
shareholders by reason of being among our most highly compensated officers.
Qualifying performance-based compensation is not subject to the deduction
limitation if specified requirements are met. We structure our share option
awards to comply with exemptions in Section 162(m) so that the compensation
remains tax deductible to us. We periodically review the potential consequences
of Section 162(m) on the other components of our executive compensation program.
We will structure arrangements to comply with the Section 162(m) exceptions
where we believe it to be feasible. However, the compensation committee may, in
its judgment, authorize compensation payments that do not comply with the
exemptions in Section 162(m) when it believes that such payments are appropriate
to attract and retain executive talent.





Section 409A of the Code applies to plans, agreements and
arrangements that provide for the deferral of compensation, and imposes penalty
taxes on employees and other service providers if those plans, agreements and
arrangements do not comply with Section 409A.  We have structured our
share option grants and our severance arrangements to be exempt from or comply
with, Section 409A.





7
 Table of Contents





Executive Compensation





The following table sets forth the total compensation for the
fiscal years ended January 31, 2007 (fiscal 2007), January 31, 2008 (fiscal
2008) and January 31, 2009 (fiscal 2009) for our principal executive officer,
our principal financial officer and our other three most highly compensated
executive officers who were serving as executive officers on January 31, 2009.
We refer to these officers as our named executive officers.





SUMMARY COMPENSATION TABLE





Name and
                              Principal Position
                            Fiscal Year
                            
                            Salary ($)
                            
                            Bonus ($)
                            
                            Stock Awards ($)
                            
                            Option Awards ($) (1)
                            
                            Non-Equity Incentive Plan Compensation ($)
      (2)
                            
                            All Other Compensation ($) (3)
                            
                            Total ($)Charles E. Moran
                            2009
                            
                            
                            372,000
                            
                            —
                            
                            
                            —
                            
                            1,598,550
                            
                            
                            590,806
                            
                            10,334
                            
                            
                            2,571,690President & CEO
                            2008
                            
                            
                            335,146
                            
                            —
                            
                            
                            —
                            
                            1,607,804
                            
                            
                            653,901
                            
                            10,334
                            
                            
                            2,607,1852007
                            
                            
                            250,000
                            
                            —
                            
                            
                            —
                            
                            1,025,428
                            
                            
                            412,500
                            
                            8,216
                            
                            
                            1,696,144Thomas J. McDonald
                            2009
                            
                            
                            252,000
                            
                            —
                            
                            
                            —
                            
                            639,420
                            
                            
                            222,076
                            
                            56,690
                            
                            
                            1,170,186CFO & Executive Vice President
                            2008
                            
                            
                            236,292
                            
                            —
                            
                            
                            —
                            
                            643,121
                            
                            
                            266,438
                            
                            53,581
                            
                            
                            1,199,4322007
                            
                            
                            200,000
                            
                            —
                            
                            
                            —
                            
                            543,165
                            
                            
                            225,000
                            
                            48,462
                            
                            
                            1,016,627Jerald A. Nine, Jr.
                            2009
                            
                            
                            282,000
                            
                            —
                            
                            
                            —
                            
                            959,130
                            
                            
                            281,648
                            
                            8,603
                            
                            
                            1,531,381COO
                            2008
                            
                            
                            264,781
                            
                            —
                            
                            
                            —
                            
                            964,683
                            
                            
                            338,354
                            
                            8,603
                            
                            
                            1,576,4212007
                            
                            
                            225,000
                            
                            —
                            
                            
                            —
                            
                            648,502
                            
                            
                            284,875
                            
                            7,735
                            
                            
                            1,168,112Mark A. Townsend
                            2009
                            
                            
                            200,000
                            
                            —
                            
                            
                            —
                            
                            319,710
                            
                            
                            176,250
                            
                            7,026
                            
                            
                            702,986Executive Vice President, Technology
                            2008
                            
                            
                            200,000
                            
                            —
                            
                            
                            —
                            
                            321,559
                            
                            
                            225,000
                            
                            7,026
                            
                            
                            753,5852007
                            
                            
                            200,000
                            
                            —
                            
                            
                            —
                            
                            493,237
                            
                            
                            225,000
                            
                            7,254
                            
                            
                            925,491Colm M. Darcy
                            2009
                            
                            
                            200,000
                            
                            —
                            
                            
                            —
                            
                            319,710
                            
                            
                            176,250
                            
                            7,026
                            
                            
                            702,986Executive Vice President, Content
      Development
                            2008
                            
                            
                            200,000
                            
                            —
                            
                            
                            —
                            
                            321,559
                            
                            
                            225,000
                            
                            5,495
                            
                            
                            752,0542007
                            
                            
                            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, 2008
      and 2009, in accordance with SFAS 123R, of share options granted under our
      equity plans and include amounts from share 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 9 to our audited financial statements
      for fiscal 2009, included in our Annual Report on Form 10-K for fiscal
      2009. Due to the overall stock market drop, these options may be worth
      significantly less than the amounts calculated in accordance with SFAS
      123R. 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 2009
      program.




(3)
            All Other Compensation is comprised of the
      following:






8
 Table of Contents





Name
                                                                                                          Fiscal Year
                                                                                                          
                                                                                                          Personal Benefits ($) (a)
                                                                                                          
                                                                                                          
                                                                                                          Life Insurance Premiums ($) (b)
                                                                                                          
                                                                                                          
                                                                                                          Defined Contribution Plans ($) (c)
                                                                                                          
                                                                                                          
                                                                                                          Vacation
                                                                                                            ($) (d)Charles E. Moran
                                                                                                          2009
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          780
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          7,1542008
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          780
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          7,1542007
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,008
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,808Thomas J. McDonald
                                                                                                          2009
                                                                                                          
                                                                                                          
                                                                                                          48,664
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          780
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,8462008
                                                                                                          
                                                                                                          
                                                                                                          45,555
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          780
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,8462007
                                                                                                          
                                                                                                          
                                                                                                          41,208
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,008
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,846Jerald A. Nine, Jr.
                                                                                                          2009
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          780
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          5,4232008
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          780
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          5,4232007
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,008
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,327Mark A. Townsend
                                                                                                          2009
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          780
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,8462008
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          780
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,8462007
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,008
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,846Colm M. Darcy
                                                                                                          2009
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          780
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,8462008
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          780
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,3152007
                                                                                                          
                                                                                                          
                                                                                                          —
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,008
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,077


______________


(a)
            The personal benefits for Thomas J. McDonald include
      $8,160, $9,000 and $9,000 for use of an apartment leased by SkillSoft for
      fiscal 2007, 2008 and 2009, respectively, $5,350, $4,920 and $4,500 for
      use of a company-leased vehicle for fiscal 2007, 2008 and 2009,
      respectively, $17,276, $19,586 and $17,426 for personal travel for fiscal
      2007, 2008 and 2009, respectively, and $10,422, $12,049 and $17,738 for
      reimbursement of tax obligations related to such personal benefits for
      fiscal 2007, 2008 and 2009,
respectively.


(b)
            Represents premiums paid by us for life insurance for which
      the named executive officer is the named
  beneficiary.


(c)
            Reflects amounts paid by us 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, 2008 and 2009 as
      accrued and unused vacation time per SkillSoft’s
    policy.





The following table sets forth information concerning each grant
of an award made to a named executive officer during fiscal 2009 under a
non-equity incentive plan. We did not make any equity awards to our named
executive officers during fiscal 2009.





GRANTS OF PLAN-BASED AWARDS IN FISCAL 2009


Estimated Future Payouts Under
                                                                            Non-Equity Incentive Plan Awards (1)Name
                                                                          
                                                                          Grant Date
                                                                          
                                                                          Threshold ($) (2)
                                                                          
                                                                          
                                                                          Target ($) (3)
                                                                          
                                                                          
                                                                          Maximum ($) (4)Charles E. Moran
                                                                          
                                                                          4/14/08
                                                                          
                                                                          
                                                                          215,946
                                                                          
                                                                          
                                                                          
                                                                          502,200
                                                                          
                                                                          
                                                                          
                                                                          753,300Thomas J. McDonald
                                                                          
                                                                          4/14/08
                                                                          
                                                                          
                                                                          81,270
                                                                          
                                                                          
                                                                          
                                                                          189,000
                                                                          
                                                                          
                                                                          
                                                                          283,500Jerald A. Nine, Jr.
                                                                          
                                                                          4/14/08
                                                                          
                                                                          
                                                                          103,071
                                                                          
                                                                          
                                                                          
                                                                          239,700
                                                                          
                                                                          
                                                                          
                                                                          359,550Mark A. Townsend
                                                                          
                                                                          4/14/08
                                                                          
                                                                          
                                                                          64,500
                                                                          
                                                                          
                                                                          
                                                                          150,000
                                                                          
                                                                          
                                                                          
                                                                          225,000Colm M. Darcy
                                                                          
                                                                          4/14/08
                                                                          
                                                                          
                                                                          64,500
                                                                          
                                                                          
                                                                          
                                                                          150,000
                                                                          
                                                                          
                                                                          
                                                                          225,000


______________


(1)
            Reflects the threshold, target and maximum cash award
      amounts under our fiscal 2009 executive incentive compensation program.
      The amounts actually paid to the named executive officers under our fiscal
      2009 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 maximum targets for all of the quarterly and annual metrics
      had been achieved.





9
 Table of Contents


Information Relating to Equity Awards and
Holdings





The following table sets forth information concerning outstanding
share options and equity incentive plan awards for each of the named executive
officers as of January 31, 2009. The named executive officers do not hold any
restricted shares.




OUTSTANDING EQUITY AWARDS AT 2009 FISCAL
YEAR-END





Option Awards (6)Name
                                                                                  
                                                                                  Number of Securities Underlying Unexercised Options (#)
      Exercisable
                                                                                  
                                                                                  
                                                                                  Number of Securities Underlying Unexercised Options (#)
      Unexercisable
                                                                                  
                                                                                  Equity Incentive Plan Awards:  Number of
      Securities Underlying Unexercised Unearned Options (#)
                                                                                  
                                                                                  Option Exercise Price ($)
                                                                                  
                                                                                  Option Expiration Date (6)Charles E. Moran
                                                                                  
                                                                                  
                                                                                  710,219
                                                                                  (1)
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  6.36
                                                                                  
                                                                                  9/27/2011244,438
                                                                                  (2)
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  4.06
                                                                                  
                                                                                  8/16/20121,041,666
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  958,334
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  
                                                                                  6.41
                                                                                  
                                                                                  12/5/2013Thomas J. McDonald
                                                                                  
                                                                                  
                                                                                  206,739
                                                                                  (1)
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  6.36
                                                                                  
                                                                                  9/27/2011631,959
                                                                                  (2)
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  4.06
                                                                                  
                                                                                  8/16/2012416,666
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  383,334
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  
                                                                                  6.41
                                                                                  
                                                                                  12/5/2013Jerald A. Nine, Jr.
                                                                                  
                                                                                  
                                                                                  81,859
                                                                                  (1)
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  6.36
                                                                                  
                                                                                  9/27/2011625,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  575,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  
                                                                                  6.41
                                                                                  
                                                                                  12/5/2013Mark A. Townsend
                                                                                  
                                                                                  
                                                                                  24,904
                                                                                  (1)
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  6.36
                                                                                  
                                                                                  9/27/2011595,986
                                                                                  (2)
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  4.06
                                                                                  
                                                                                  8/16/2012208,333
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  191,667
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  
                                                                                  6.41
                                                                                  
                                                                                  12/5/2013Colm M. Darcy
                                                                                  
                                                                                  
                                                                                  105,889
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  191,667
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  
                                                                                  6.41
                                                                                  
                                                                                  12/5/201332,645
                                                                                  (4)
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  16.44
                                                                                  
                                                                                  7/2/200950,000
                                                                                  (5)
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  19.06
                                                                                  
                                                                                  4/5/2011


______________


(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. In addition, the
      shares subject to this option were allocated as incentive stock options to
      the extent permissible under the Internal Revenue
  Code.


(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 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 1/48thof 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 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 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)
            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.





10
 Table of Contents


The following table sets forth information concerning the
exercise of stock options during the fiscal year ended January 31, 2009 for each
of our named executive officers. No restricted stock vested during the fiscal
year ended January 31, 2009.





OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR
2009




Option AwardsName
                  
                  Number of Shares Acquired on Exercise
      (#)
                  
                  
                  Value Realized on Exercise (1)
                      ($)Charles E. Moran
                  
                  
                  750,000
                  
                  
                  $
                  4,852,830Thomas J. McDonald
                  
                  
                  345,000
                  
                  
                  
                  2,128,544Jerald A. Nine, Jr.
                  
                  
                  934,063
                  
                  
                  
                  5,526,778Mark A. Townsend
                  
                  
                  350,000
                  
                  
                  
                  2,196,741Colm M. Darcy
                  
                  
                  381,333
                  
                  
                  
                  2,178,439


______________


(1)
            The value realized on exercise is calculated as the
      difference between the actual sales price of the shares underlying the
      options exercised and the applicable exercise price of those
      options.







Employment Agreements and Potential Termination
Payments





We have entered into employment agreements with our named
executive officers that provide for termination payments under certain
circumstances.





Charles E.
Moran’s Employment Agreement. In connection with our merger with
SkillSoft Corporation, we entered into an employment agreement, effective on
September 6, 2002, the date of completion of the merger, with Charles E. Moran,
to employ Mr. Moran as our President and Chief Executive Officer.
Mr. Moran’s employment agreement provides that he will be paid a base
salary of $225,000 per year to be reviewed for increases at least annually by
our Board of Directors. Mr. Moran’s current base salary is $372,000. In
addition, Mr. Moran will be entitled to receive an annual performance bonus
based on performance metrics established by the Board of Directors. Mr. Moran’s
employment is at-will, but if Mr. Moran’s employment is terminated without cause
or if he resigns with good reason, each as defined in his employment agreement,
he will be entitled to receive a payment equal to the sum of his base salary and
maximum target bonus for a period of one year after the date of termination. In
addition, if Mr. Moran is terminated without cause or if he resigns with good
reason, he may elect to continue vesting of the options granted to him for a
period of one year after the date of termination, if he agrees to be bound by
the non-solicitation and non-compete provisions contained in his employment
agreement. If Mr. Moran’s termination is voluntary (other than for good reason)
or we terminate him for cause, the covenant not to solicit employees and the
covenant not to compete will extend for a period of one year after the
termination of his employment.





Thomas J.
McDonald’s Employment Agreement. Thomas J. McDonald is a party to an
employment agreement dated February 2, 1998 with our predecessor corporation,
SkillSoft Corporation. Under the terms of the employment agreement, Mr. McDonald
is entitled to receive a base salary of $135,000, which may be increased in
accordance with our regular salary review practices. Mr. McDonald’s current base
salary is $252,000. Mr. McDonald is also entitled to participate in any bonus
plans that SkillSoft may establish for its senior executives. Either we or
Mr. McDonald may terminate the employment agreement at will for any reason
upon three months prior notice in the case of termination by us, or upon two
months prior notice in the case of termination by Mr. McDonald. If Mr.
McDonald’s employment is terminated for any reason or if he resigns with good
reason, as defined in his employment agreement, he will be entitled to
continuation of salary and benefits for a period of six months after the date of
termination. In addition, in the event of such a termination, Mr. McDonald’s
stock options will continue to vest and be exercisable if he performs consulting
services for us of up to ten hours per week during the six months following
termination.





Jerald A. Nine
Jr.’s Employment Agreement. In connection with our merger with SkillSoft
Corporation, we entered into an employment agreement, effective on September 6,
2002, the date of completion of the merger, with Jerald A. Nine, to employ Mr.
Nine as our Executive Vice-President, Content Solutions and General Manager
Books Division. Mr. Nine’s employment agreement provides for a cash compensation
plan that reflects the level established by our Board of Directors for the then
current fiscal year. Mr. Nine’s employment agreement provides that he will be
paid a base salary of $200,000 per year to be reviewed for increases at least
annually by the Board of Directors. Mr. Nine’s current base salary is $282,000.
In addition, Mr. Nine will be entitled to receive an annual performance bonus
based on performance metrics established by the Board of Directors. Mr. Nine’s
employment is at-will, but if Mr. Nine’s employment is terminated without cause
or if he resigns with good reason, as defined in his employment agreement, he
will be entitled to receive a payment equal to the sum of his base salary plus
the then maximum performance bonus for a period of one year. In addition, if Mr.
Nine is terminated without cause or if he resigns with good reason, he may elect
to continue vesting of the options granted to him for a period of one year. If
Mr. Nine’s termination is voluntary (other than for good reason) or we terminate
him for cause, the covenant not to solicit employees and the covenant not to
compete will extend for a period of one year after the termination of his
employment.





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Mark A.
Townsend’s Employment Agreement. Mark A. Townsend is a party to an
employment agreement dated January 12, 1998 with our predecessor corporation,
SkillSoft Corporation. Under the terms of the employment agreement, Mr. Townsend
is entitled to receive a base salary of $145,000, which may be increased in
accordance with our regular salary review practices.




Mr. Townsend’s current base salary is $200,000. Mr. Townsend is
also entitled to participate in any bonus plans that SkillSoft may establish for
its senior executives. Either we or Mr. Townsend may terminate the employment
agreement at will for any reason upon three months prior notice in the case of
termination by us, or upon two months prior notice in the case of termination by
Mr. Townsend. If Mr. Townsend’s employment is terminated for any reason or if he
resigns with good reason, as defined in his employment agreement, he will be
entitled to continuation of salary and benefits for a period of six months after
the date of termination. In addition, in the event of such a termination, Mr.
Townsend’s stock options will continue to vest and be exercisable if he performs
consulting services for us of up to ten hours per week during the six months
following termination.





Colm M. Darcy’s
Employment Agreement. In connection with our merger with SkillSoft
Corporation, we entered into an employment agreement, effective on September 6,
2002, the date of completion of the merger, with Mr. Darcy, to employ him as our
Executive Vice President, Content Development. Mr. Darcy’s employment agreement
provides that he will be paid a base salary of $200,000 per year to be reviewed
for increases at least annually by the Board of Directors and that his
participation in SkillSoft’s benefit plans shall be at the SkillSoft’s expense.
Mr. Darcy’s current base salary is $200,000. Pursuant to the employment
agreement, on September 6, 2002, we granted Mr. Darcy an option to purchase
an aggregate of 50,000 shares at an exercise price of $4.25 per share. The
option grant vested as to 25% of the shares on September 6, 2003 and vests
thereafter in 48 equal monthly installments on each monthly anniversary of the
date of the grant. Mr. Darcy will also be reimbursed for certain supplemental
travel expenses for him and his wife. In addition, Mr. Darcy will be entitled to
receive relocation expense reimbursement in the event Mr. Darcy either relocates
to Ireland at our request or returns there within three months after his
employment is terminated without cause or if he resigns with good reason, each
as defined in his employment agreement. Mr. Darcy’s employment is at-will, but
if his employment is terminated without cause or if he resigns with good reason,
he will be entitled to receive a payment equal to the sum of $75,000 plus his
base salary for a period of six months after the date of termination. In
addition, if Mr. Darcy is terminated without cause or if he resigns with good
reason, he may elect to continue vesting of the options granted to him for a
period of six months after the date of termination, if he agrees to be bound by
the nonsolicitation and noncompete provisions contained in his employment
agreement. The employment agreement also includes a covenant not to solicit
employees and a covenant not to compete for a period extending until the later
of six months after the termination of his employment and September 6, 2006, if
Mr. Darcy’s termination is voluntary (other than for good reason) or we
terminate him for cause.





The table below shows the benefits potentially payable to each of
our named executive officers if he were terminated without cause or resigned for
good reason, or in the case of Messrs. McDonald and Townsend, if he were
terminated for any reason or resigned for good cause. These amounts are
calculated on the assumption that the employment termination took place on
January 31, 2009.





Severance PaymentsName
                                                            
                                                            Base Salary ($)
                                                            
                                                            
                                                            Target Bonus ($)
                                                            
                                                            
                                                            Extended Vesting of Options (1) ($)
                                                            
                                                            
                                                            Benefits ($)
                                                            
                                                            
                                                            Total ($)Charles E. Moran
                                                            
                                                            
                                                            372,000
                                                            
                                                            
                                                            
                                                            753,300
                                                            
                                                            
                                                            
                                                            1,598,550
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            2,472,750Thomas J. McDonald
                                                            
                                                            
                                                            126,000
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            319,710
                                                            
                                                            
                                                            
                                                            3,752
                                                            
                                                            
                                                            
                                                            449,462Jerald A. Nine, Jr.
                                                            
                                                            
                                                            282,000
                                                            
                                                            
                                                            
                                                            359,550
                                                            
                                                            
                                                            
                                                            959,130
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            1,480,830Mark A. Townsend
                                                            
                                                            
                                                            100,000
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            159,855
                                                            
                                                            
                                                            
                                                            9,943
                                                            
                                                            
                                                            
                                                            269,738Colm 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 director who is not an employee of SkillSoft (each, an
“Outside Director”) receives cash compensation as follows:





●
            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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Any director who is in office only for a portion of a fiscal year
shall only be entitled to be paid a pro-rated portion of such remuneration
reflecting such portion of the year during which he held
office.





We also reimburse directors for expenses incurred in attending
meetings of the Board of Directors and Committees and for certain
company-approved continuing education expenses.





We currently have six Outside Directors, each of whom is eligible
for cash remuneration as described above: P. Howard Edelstein, Stewart K.P.
Gross, James S. Krzywicki, William F. Meagher, Jr., Dr. Ferdinand von
Prondzynski and William J. Boyce. Mr. Meagher is the chair of the Audit
Committee and Mr. Gross is the chair of the Compensation Committee and the
Nominating and Corporate Governance Committee. As such, Messrs. Meagher and
Gross received the additional retainer amounts described above in fiscal
2009.





In addition to the annual retainer and the payments described
above, we grant Outside Directors compensation in the form of share options for
their services as members of the Board of Directors. On initial election to the
Board of Directors, each new Outside Director receives an option to purchase
50,000 ordinary shares (the “Initial Grant”) under our Director Plan. Each
Outside Director who has been a director for at least six months receives an
option to purchase 20,000 ordinary shares on January 1st  of each year (the “Annual Grant”).





All options granted under the Director Plan have a term of ten
years and an exercise price equal to the fair market value of the ordinary
shares on the date of grant. The Initial Grant becomes exercisable as to
one-third of the shares subject to the option on each of the first three
anniversaries of the date of grant, provided the Outside Director remains a
director on such dates. The Annual Grant becomes fully exercisable on the first
anniversary of the date of grant, provided the Outside Director remains a
director on such date. Upon exercise of an option, the Outside Director may
elect to receive his ordinary shares in the form of ADSs. After termination as
an Outside Director, an optionee may exercise an option during the period set
forth in his option agreement. If termination is due to death or disability, the
option will remain exercisable for 12 months. In all other cases, the option
will remain exercisable for a period of three months. However, an option may
never be exercised later than the expiration of its ten-year term. An Outside
Director may not transfer options granted under the Director Plan other than by
will or the laws of descent and distribution. Only the Outside Director may
exercise the option during his lifetime. In the event of a merger of SkillSoft
with or into another corporation or a sale of substantially all of SkillSoft’s
assets, the successor corporation may assume, or substitute a new option in
place of, each option. If such assumption or substitution occurs, the options
will continue to be exercisable according to the same terms as before the merger
or sale of assets. Following such assumption or substitution, if an Outside
Director is terminated other than by voluntary resignation, the option will
become fully exercisable and generally will remain exercisable for a period of
three months. If the outstanding options are not assumed or substituted for, the
Board of Directors will notify each Outside Director that he has the right to
exercise the option as to all shares subject to the option for a period of 30
days following the date of the notice. The option will terminate upon the
expiration of the 30-day period. Unless terminated sooner, the Director Plan
will automatically terminate in 2011. The Board of Directors has the authority
to amend, alter, suspend, or discontinue the Director Plan, but no such action
may adversely affect any grant previously made under the Director
Plan.





On January 1, 2009, Messrs. Meagher, Edelstein, Gross and
Krzywicki and Dr. von Prondzynski each were granted an option to purchase 20,000
ordinary shares at an exercise price of $7.14 per share. Each such option was in
accordance with the terms of the Director Plan described above.





On March 11, 2009,
the Board of Directors appointed William Boyce to our Board of Directors. In
connection with his appointment, Mr. Boyce received an initial share option
grant under the Director Plan to purchase 50,000 ordinary shares at an exercise
price of $4.97 per share. Such option was granted in accordance with the terms
of the Director Plan described above.





13
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The following table sets forth information concerning the
compensation of our Outside Directors for fiscal 2009.





OUTSIDE DIRECTOR COMPENSATION FOR FISCAL 2009





Name
                                
                                Fees Earned or Paid in Cash ($)
                                
                                
                                Option Awards ($) (1)
                                
                                
                                Total ($)P. Howard Edelstein
                                
                                
                                36,000
                                
                                
                                
                                100,839
                                
                                
                                
                                136,839Stewart K.P. Gross
                                
                                
                                59,000
                                
                                
                                
                                100,839
                                
                                
                                
                                159,839James S. Krzywicki
                                
                                
                                40,000
                                
                                
                                
                                100,839
                                
                                
                                
                                140,839Ferdinand von Prondzynski
                                
                                
                                40,000
                                
                                
                                
                                100,839
                                
                                
                                
                                140,839William F. Meagher, Jr.
                                
                                
                                60,000
                                
                                
                                
                                109,833
                                
                                
                                
                                160,833William J. Boyce
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —


______________


(1)
            The amounts in this column reflect the dollar amount
      computed for financial statement reporting purposes for fiscal 2009, 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
      2009. The grant date fair value, computed in accordance with SFAS No.
      123(R), of options granted to each of our outside directors for fiscal
      2009 was $63,298, of which $5,203 is included in fiscal 2009 compensation.
      The grant date fair value was determined by using the Black-Scholes option
      pricing model. 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 9 to our audited financial
      statements for fiscal 2009, included in ourAnnual Report on Form 10-K
      for fiscal 2009 filed on April 1, 2009. As of January 31, 2009, each
      continuing Outside Director held options for the following number of
      shares: Mr. Edelstein: 105,000, Mr. Gross: 105,000, Mr. Krzywicki:
      115,000, Mr. Meagher: 95,000 and Mr. Von Prondzynski:
    105,000.








Compensation Committee Interlocks and Insider
Participation





During the fiscal year ended January 31, 2009, the members of the
Compensation Committee of our Board of Directors were Messrs. Gross (Chair) and
Krzywicki. Mr. Boyce was appointed to serve as a member of the compensation
committee in April 2009. No executive officer of SkillSoft has served as a
director or member of the compensation committee of any other entity whose
executive officers served as a director or member of the Compensation Committee
of SkillSoft. During fiscal 2009, no member of the Compensation Committee had
any relationship with us requiring disclosure under Item 404 of Regulation S-K
of the Exchange Act.





Compensation Committee Report





The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K
with SkillSoft’s management. Based on this review and discussion, the
Compensation Committee recommended to SkillSoft’s Board of Directors that the
Compensation Discussion and Analysis be included in this
filing.





By the Compensation Committee of the Board of
Directors:





Stewart K.P. Gross


James S. Krzywicki





14
 Table of Contents


Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters





The following table sets forth certain information as of May 20,
2009, with respect to the beneficial ownership of our ADSs by:





●
            each person known to SkillSoft to own beneficially more
      than 5% of our outstanding
securities;


●
            each director;


●
            our named executive officers;
  and


●
            our current directors and executive officers as a
      group.





The number of ADSs beneficially owned by each 5% shareholder,
director or executive officer is determined under rules of the SEC. Under such
rules, beneficial ownership includes any shares as to which the individual or
entity has sole or shared voting power or investment power and includes any ADSs
which the individual has the right to acquire on or before July 19, 2009 through
the exercise of share options, and any reference in the footnotes to this table
to shares subject to share options refers only to share options that are so
exercisable. For purposes of computing the percentage of outstanding ADSs held
by each person or entity, any shares which that person or entity has the right
to acquire on or before July 19, 2009 are deemed to be outstanding but are not
deemed to be outstanding for the purpose of computing the percentage ownership
of any other person. Unless otherwise indicated, each person or entity has sole
investment and voting power (or shares such power with his or her spouse) with
respect to the shares set forth in the following table. The inclusion herein of
any shares deemed beneficially owned does not constitute an admission of
beneficial ownership of those shares.





As of May 20, 2009, we had 96,683,460 ordinary shares
outstanding. Our shareholders may elect to hold their respective shares of our
outstanding securities in the form of ordinary shares or ADSs. In addition,
holders of options to purchase ordinary shares of SkillSoft may, upon exercise
of their options, elect to receive such ordinary shares in the form of ADSs. The
5% shareholders, directors and executive officers identified in the following
table hold their respective shares of SkillSoft outstanding securities in the
form of ADSs.






15
 Table of Contents





Amount and Nature of Beneficial
    OwnershipName and Address of Beneficial Owner
                              
                              ADSs
                              
                              
                              Percentage Owned5% ShareholdersColumbia Wanger Asset Management (1)
                              
                              
                              21,532,000
                              
                              
                              
                              22.3Blackrock Group (2)
                              
                              
                              11,414,101
                              
                              
                              
                              11.8Wells Fargo & Company (3)
                              
                              
                              10,590,994
                              
                              
                              
                              11.0SMALLCAP World Fund, Inc. (4)
                              
                              
                              7,225,000
                              
                              
                              
                              7.5Westfield Capital Management Company,
    LP(5)
                              
                              
                              6,610,702
                              
                              
                              
                              6.8Capital World Investors (6)
                              
                              
                              6,500,000
                              
                              
                              
                              6.7DirectorsCharles E. Moran (7)
                              
                              
                              2,255,054
                              
                              
                              
                              2.3Stewart K.P. Gross (8)
                              
                              
                              100,000
                              
                              
                              
                              *James S. Krzywicki (9)
                              
                              
                              95,000
                              
                              
                              
                              *Ferdinand von Prondzynski (10)
                              
                              
                              85,010
                              
                              
                              
                              *P. Howard Edelstein (11)
                              
                              
                              85,000
                              
                              
                              
                              *William F. Meagher, Jr. (12)
                              
                              
                              78,500
                              
                              
                              
                              *William J. Boyce
                              
                              
                              —
                              
                              
                              
                              *Other named Executive OfficersThomas J. McDonald (13)
                              
                              
                              1,360,591
                              
                              
                              
                              1.4Mark A. Townsend (14)
                              
                              
                              1,346,403
                              
                              
                              
                              1.4Jerald A. Nine, Jr. (15)
                              
                              
                              950,894
                              
                              
                              
                              1.0Colm M. Darcy (16)
                              
                              
                              205,889
                              
                              
                              
                              *All current directors and executive officers as a group (12
      persons) (17)
                              
                              
                              6,697,028
                              
                              
                              
                              6.5


______________


*      
Less than 1%





(1)
            On February 9, 2009, Columbia Wanger Asset Management, L.P.
      (“WAM”) filed Amendment No. 8 to Schedule 13G with the SEC reporting
      beneficial ownership with respect to 21,532,000 ADSs, consisting of
      20,800,000 ADSs for which WAM has sole voting power and 21,532,000 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 ADSs reported include
      the ADSs held by Columbia Acorn Trust (“Acorn”), a Massachusetts business
      trust that is a discretionary client of WAM. Acorn holds 18.5% of our
      ADSs. WAM and Acorn file jointly pursuant to a Joint Filing Agreement
      dated January 27, 2009 among WAM and Acorn. The address of WAM is 227 West
      Monroe Street, Suite 3000, Chicago, Illinois
  60606.




(2)
            On February 10, 2009, the Blackrock Group provided a letter
      to our Corporate Secretary notifying us of its interests in the share
      capital of SkillSoft under the Irish Companies Acts, 1963 to
      2006.  The letter indicated that the Blackrock Group held
      11,414,101 ADSs as of such date in connection with discretionary
      management arrangements entered into by the Blackrock Group or its
      subsidiaries. This information is reported in reliance on such letter. The
      address of Blackrock Group is 33 King William Street, London, EH4R
      9AS.




(3)
            On January 12, 2009, Wells Fargo & Company (“Wells
      Fargo”) filed Amendment No. 1 to Schedule 13G with the SEC reporting
      beneficial ownership with respect to 10,590,994 ADSs, consisting of
      7,482,946 ADSs for which Wells Fargo has sole voting power, 10,575,241
      ADSs for which Wells Fargo has sole dispositive power and 15,753 ADSs for
      which Wells Fargo has shared 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
      9,581,605 of our shares, consisting of 2,902,625 ADSs for which Wells
      Capital has sole voting power and 9,581,605 ADSs for which it has sole
      dispositive power. The address of Wells Fargo is 420 Montgomery Street,
      San Francisco, California
94163.




16
 Table of Contents




(4)
            On February 17, 2009, SMALLCAP World Fund, Inc. (“SCWF”)
      filed a Schedule 13G with the SEC reporting beneficial ownership with
      respect to 7,225,000 ADSs for which SCWF has sole voting power. This
      information is reported in reliance on such filing. SCWF is an investment
      company registered under the Investment Company Act of 1940 and is advised
      by Capital Research and Management Company (“CRMC”). The address of SCWF
      is 333 South Hope Street, Los Angeles, California
    90071.




(5)
            On February 4, 2009, Westfield Capital Management Company,
      LP (“Westfield Capital”) filed Amendment No. 5 to Schedule 13G with the
      SEC reporting beneficial ownership with respect to 6,610,702 ADSs,
      consisting of 4,763,409 ADSs for which Westfield Capital has sole voting
      power and 6,610,702 ADSs for which Westfield Capital has sole dispositive
      power. This information is reported in reliance on such filing. None of
      these ADSs are owned of record by Westfield Capital, and these ADSs 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.




(6)
            On February 12, 2009, Capital World Investors (“Capital
      World”), a division of Capital Research and Management Company, filed
      Amendment No. 1 to Schedule 13G with the SEC reporting beneficial
      ownership with respect to 6,500,000 ADSs, consisting of 6,500,000 ADSs for
      which Capitol World has sole voting and sole dispositive power. This
      information is reported in reliance on such filing. Capital World is
      deemed to be the beneficial owner of 6,500,000 ADSs 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.




(7)
            Represents 2,246,323 ADSs issuable upon exercise of share
      options held by Mr. Moran, 11 ADSs held by Mr. Moran’s wife, 6,353 ADSs
      beneficially owned by Mr. Moran's wife as trustee of the Susan M. Moran
      Revocable Trust and 2,367 ADSs held in a family trust which Mr. Moran is a
      trustee.







(8)
            Includes 85,000 ADSs issuable upon exercise of share
      options held by Mr. Gross.




(9)
            Represents 95,000 ADSs issuable upon exercise of share
      options held by Mr. Krzywicki.




(10)
            Includes 85,000 ADSs issuable upon exercise of share
      options held by Dr. von
Prondzynski.




(11)
            Represents 85,000 ADSs issuable upon exercise of share
      options held by Mr. Edelstein.




(12)
            Includes 75,000 ADSs issuable upon exercise of share
      options held by Mr. Meagher.




(13)
            Includes 1,355,364 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 ADSs owned by Mr. McDonald’s daughter. Mr. McDonald disclaims
      beneficial ownership of the shares held in trust and by his
      daughter.




(14)
            Includes 879,223 ADSs issuable upon exercise of share
      options held by Mr. Townsend and 57,050 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.




(15)
            Includes 856,859 ADSs issuable upon exercise of share
      options held by Mr. Nine and 43,714 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.




(16)
            Represents 205,889 ADSs issuable upon exercise of share
      options held by Mr. Darcy.




(17)
            Includes 6,103,345 ADSs issuable upon exercise of share
      options by all current directors and officers as a
    group.




17
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Equity Compensation Plan Information





The following table provides information about the ordinary
shares authorized for issuance under our equity compensation plans as of January
31, 2009.





Plan Category (1)
                                                  
                                                  (a)
                                                    Number of Shares to be Issued upon Exercise of Outstanding
      Options, Warrants and Rights
                                                  
                                                  
                                                  (b)
                                                    Weighted Average Exercise Price of Outstanding options,
      Warrants and Rights ($)
                                                  
                                                  
                                                  (c)
                                                    Number of Shares Remaining Available for Future Issuance
      Under Equity Compensation Plans (Excluding Securities Reflected in Column
      (a))Equity compensation plans approved by security
      holders
                                                  
                                                  
                                                  6,240,453
                                                  (2)
                                                  
                                                  
                                                  6.55
                                                  (2)
                                                  
                                                  
                                                  3,321,387
                                                  (3)Equity compensation plans not approved by security
      holders
                                                  
                                                  
                                                  2,779,646
                                                  (4)
                                                  
                                                  
                                                  11.77
                                                  
                                                  
                                                  
                                                  —9,020,099
                                                  
                                                  
                                                  
                                                  8.16
                                                  
                                                  
                                                  
                                                  3,321,387


______________


(1)
            This table excludes an aggregate of 4,004,057 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 $6.13 per share. We assumed the SkillSoft
      Corporation 1998 and 2001 Stock Incentive Plans and the 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 1,866,388 ordinary shares reserved for issuance
      under the 2002 Share Option Plan (the “2002 Plan”), 1,256,249 ordinary
      shares reserved for issuance under the 2004 Employee Share Purchase Plan
      and 198,750 ordinary shares reserved for issuance under the 2001 Outside
      Director Plan.


(4)
            Consists of 2,779,646 ordinary shares subject to
      outstanding options under our 1996 Supplemental Stock Plan (the “1996
      Plan”).





We assumed the 1996 Plan in connection with our merger with
SmartForce in 2002. Under the 1996 Plan, all employees, with the exception of
directors and executive officers were eligible to receive grants of nonstatutory
options. The 1996 Plan expired in October 2006.





18
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Item 13. Certain Relationships and Related Transactions, and
Director Independence Policies and Procedures Regarding Review, Approval or
Ratification of Related Person Transactions





Our Board
of Directors has adopted written policies and procedures for the review of any
transaction, arrangement or relationship in which SkillSoft is a participant,
the amount involved exceeds $50,000, and one of our executive officers,
directors, director nominees or 5% stockholders (or their immediate family
members), each of whom we refer to as a “related person,” has a direct or
indirect material interest.





If a
related person proposes to enter into such a transaction, arrangement or
relationship, which we refer to as a “related person transaction,” the related
person must report the proposed related person transaction to our Vice
President, Administration. The policy calls for the proposed related person
transaction to be reviewed and, if deemed appropriate, approved by the Board of
Directors’ Audit Committee. Whenever practicable, the reporting, review and
approval will occur prior to entry into the transaction. If advance review and
approval is not practicable, the committee will review, and, in its discretion,
may ratify the related person transaction. The policy also permits the chairman
of the audit committee to review and, if deemed appropriate, approve proposed
related person transactions that arise between audit committee meetings, subject
to ratification by the audit committee at its next meeting. Any related person
transactions that are ongoing in nature will be reviewed annually.





The
committee will review and consider such information regarding the related person
transaction as it deems appropriate under the circumstances. The committee may
approve or ratify the transaction only if the committee determines that, under
all of the circumstances, the transaction is in, or is not inconsistent with,
SkillSoft’s best interests. The committee may impose any conditions on the
related person transaction that it deems appropriate.





In
addition to the transactions that are excluded by the instructions to the SEC’s
related person transaction disclosure rule, the Board has determined that the
following transactions do not create a material direct or indirect interest on
behalf of related persons and, therefore, are not related person transactions
for purposes of this policy:





●
            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.





The
policy provides that transactions involving compensation of executive officers
shall be reviewed and approved by the Compensation Committee in the manner
specified in its charter.





The
son-in-law of Charles Moran, our Chairman, President and Chief Executive
Officer, is employed in our sales organization and receives annual compensation
in excess of $120,000 (consistent with others in similar roles). This individual
was hired before becoming Mr. Moran’s son-in-law. Mr. Moran does not participate
in the supervision of or compensation decisions regarding this individual, and
we believe the compensation of this individual is fair and commensurate with
what it would be if he had no relationship to Mr. Moran.





Director
Independence





Under
applicable NASDAQ rules, a director will only qualify as an “independent
director” if, in the opinion of our Board of Directors, that person does not
have a relationship which would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. Under the Corporate
Governance Guidelines we adopted in connection with the settlement of our
securities class action litigation, our Board of Directors must propose director
nominees for election such that, should the shareholders elect those nominees,
two-thirds of the members of our Board of Directors will be independent
directors. Our Corporate Governance Guidelines, which are available on our
website at www.SkillSoft.com also include a heightened definition of
independence for purposes of that requirement.





Our Board
has determined that none of Messrs. Gross, Boyce, Krzywicki, Meagher or von
Prondzynski has a relationship which would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director and that
each of these directors is an “independent director” as defined under Rule
4200(a)(15) of the NASDAQ Stock Market, Inc. Marketplace Rules and our Corporate
Governance Guidelines.





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Item
14. Principal Accountant Fees and Services; Auditors’ Fees





The
following table summarizes the fees of Ernst & Young, our registered public
accounting firm, billed to us for each of the last two fiscal
years.





Fee
      Category
                                    
                                    Fiscal
      Year Ended January 31, 2009
                                    
                                    
                                    Fiscal
      Year Ended January 31, 2008Audit
      Fees (1)
                                    
                                    $
                                    1,664,000
                                    
                                    
                                    $
                                    1,853,000Audit-Related
      Fees (2)
                                    
                                    $
                                    20,000
                                    
                                    
                                    $
                                    252,835Tax
      Fees (3)
                                    
                                    $
                                    1,780,000
                                    
                                    
                                    $
                                    634,500Total
      Fees
                                    
                                    $
                                    3,464,000
                                    
                                    
                                    $
                                    2,740,335





(1)
            Audit
      fees consist of fees for the audit of our financial statements, the audit
      of our internal control over financial reporting, 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, 2009 and January 31, 2008.


(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 $239,000 for the fiscal year ended January 31,
      2008.


(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 $242,000 of
      the total tax fees billed in the fiscal year ended January 31, 2009 and
      $167,500 of the total tax fees billed in the fiscal year ended January 31,
      2008. 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 related to matters concerning various
      taxing authorities.





Pre-approval
Policies and Procedures





The Audit
Committee has adopted policies and procedures relating to the approval of all
audit and non-audit services that are to be performed by our registered public
accounting firm. These policies and procedures generally provide that we will
not engage our independent registered public accounting firm to render audit or
non-audit services unless the service is specifically approved in advance by the
Audit Committee or the engagement is entered into pursuant to one of the
pre-approval procedures described below.





From time
to time, the Audit Committee may pre-approve specified types of services that
are expected to be provided to us by our registered independent public
accounting firm during the next 12 months. Any such pre-approval is detailed as
to the particular service or type of services to be provided and is also
generally subject to a maximum dollar amount.





The Audit
Committee has also delegated to the Chair of the Audit Committee the authority
to approve any audit or non-audit services to be provided to us by our
registered public accounting firm. Any approval of services by the Chair of the
Audit Committee pursuant to this delegated authority is reported on and ratified
at the next meeting of the Audit Committee.






20
 Table of Contents




PART
IV


Item
15. Exhibits and Financial Statement Schedules





(a)
            Documents
      Filed as a Part of our Annual Report on Form 10-K filed with the SEC on
      April 1, 2009:





1.
            Financial
      Statements. The following documents are filed as Appendix B to our Annual
      Report on Form 10-K filed with the SEC on April 1, 2009 and are included
      as part of such report:





Financial
Statements:


Report of
Independent Registered Public Accounting Firm


Consolidated
Balance Sheets


Consolidated
Statements of Operations


Consolidated
Statements of Stockholders’ Equity and Comprehensive Loss


Consolidated
Statements of Cash Flows


Notes to
the Consolidated Financial Statements





2.
            Financial
      Statement Schedules. All Financial Statement Schedules have been omitted
      since they are either not required, not applicable, or the information is
      otherwise included in our Annual Report on Form 10-K filed with the SEC on
      April 1, 2009





3.
            Exhibits.
      The Exhibits listed in the Exhibit Index immediately preceding such
      Exhibits are filed as part of and incorporated by reference in this Form
      10-K/A.





21
 Table of Contents


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, this registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


SKILLSOFT
      PUBLIC LIMITED COMPANYBy:
            /s/ Charles
      E. MoranCharles
      E. Moran,Chairman
      of the Board, President
              and
      Chief Executive Officer


Date: May
28, 2009





22
 Table of Contents


EXHIBIT INDEX





Exhibit No.
            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**
            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)).10.2**
            Form
      if 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)).10.3**
            Book24x7.com,
      Inc. 1994 Stock Option Plan (Incorporated by reference to Exhibit 10.1 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)).10.4**
            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)).





23
 Table of Contents


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**
              1998
      Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 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)).10.7**
              2001
      Stock Incentive Plan (Incorporated by reference to Exhibit 10.4 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)).10.8**
              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)).10.9*
              2002 Share
      Option Plan, as amended December 15, 2006.10.10**
              2004
      Employee Share Purchase Plan, as amended (Incorporated by reference
      to Appendix C to SkillSoft PLC's Definitive Proxy Statement on Schedule
      14A as filed with the Securities and Exchange Commission on July 28, 2004
      (File No. 000-25674)).10.11**†
              Employment
      Agreement dated June 10, 2002 between SkillSoft PLC and Charles E.
      Moran, as amended December 23, 2008.10.12**†
              Employment
      Agreement dated as of June 10, 2002 between SkillSoft PLC and Jerald
      A. Nine, Jr., as amended December 23, 2008.10.13
              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)).10.14**†
              Employment
      Agreement dated January 12, 1998 between SkillSoft Corporation and
      Mark A. Townsend, as amended December 29, 2008.10.15**†
              Employment
      Agreement dated January 12, 1998 between SkillSoft Corporation and
      Thomas J. McDonald, as amended December 23, 2008.10.16**†
              Employment
      Agreement dated effective September 6, 2002 between SkillSoft PLC and
      Colm Darcy, as amended December 23, 2008.10.17**†
              Form
      of Indemnification Agreement by and between SkillSoft Corporation and its
      directors and officers dated as of March 2009.10.18
              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)).10.19**
              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 2008 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 May
      25, 2007 (File
No. 000-25674)).





24
 Table of Contents


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
            Amendment
      No.1, dated July 7, 2008, to Credit Agreement and to Guarantee and
      Collateral Agreement, each dated May 14, 2007 (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 July 11, 2008 (File
      No. 000-25674)).10.27
            Summary
      of Fiscal 2009 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 April 17, 2008
      (File No. 000-25674)).21.1†
            List
      of Significant Subsidiaries.23.1†
            Consent
      of Ernst & Young LLP31.1†
            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
      1934.31.4*
            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 April 1, 2009.*
            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.


25