##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1
 ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 31, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from       to
 Commission file: 0-25674
 SkillSoft Public Limited Company
 (Exact name of registrant as specified in its charter)
 Republic of Ireland
    
    None(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)107 Northeastern Boulevard 
Nashua, New Hampshire(Address of principal executive offices)
    
    03062(Zip Code)
 Registrants telephone number, including area code:
(603) 324-3000
 Securities registered pursuant to section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredOrdinary Shares, 0.11
    
    NASDAQ Global Market
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o
  o þ o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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##### 



SKILLSOFT PUBLIC LIMITED COMPANY
 FORM 10-K/A
 TABLE OF CONTENTS
 UNITED STATES SECURITIES AND EXCHANGE COMMISSIONPART IIItem 7A. Quantitive and Qualitative Disclosures About Market Risk
    
    
    
    47PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    
    51Item 11. Executive Compensation
    
    
    
    51Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    
    51Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    
    51Item 14. Principal Accountant Fees and Services
    
    
    
    51PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    
    51SIGNATURES
    
    
    
    52Ex-31.3 Section 302 Certification of CEOEx-31.4 Section 302 Certification of CFO




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##### Table of Contents



PART II
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  Foreign Currency Risk
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Charles E. Moran,
 P. Howard Edelstein
 Stewart K.P. Gross
 James S. Krzywicki




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##### Table of Contents



William F. Meagher, Jr.
 Ferdinand von Prondzynski
 Executive Officers
  Name
    
    Age
    
    PositionCharles E. Moran
    
    
    52
    
    
    President and Chief Executive OfficerThomas J. McDonald
    
    
    57
    
    
    Chief Financial Officer, Executive Vice President and Assistant SecretaryJerald A. Nine, Jr.
    
    
    49
    
    
    Chief Operating OfficerMark A. Townsend
    
    
    54
    
    
    Executive Vice President, TechnologyColm M. Darcy
    
    
    43
    
    
    Executive Vice President, Content DevelopmentAnthony P. Amato
    
    
    42
    
    
    Vice President, Finance and Chief Accounting Officer
 Charles E. Moran
 Thomas J. McDonald, age 57,
 Jerald A. Nine, Jr
 Mark A. Townsend, age 54,




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##### Table of Contents



Colm M. Darcy, age 43,
 Anthony P. Amato
  Section 16(a) Beneficial Ownership Reporting Compliance
   Recommendation of Director Nominees by Shareholders
  Code of Business Conduct and Ethics
  Audit Committee
  
 Item 11. Executive Compensation
 Compensation Discussion and Analysis




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Objectives and Philosophy of Our Executive Compensation Program
  
    
    ensure that a significant part of executive compensation is tied to the achievement
of corporate and individual performance objectives, which both promotes and rewards the
achievement of those objectives; and
    
    align long-term executive incentives with the creation of
shareholder value;
    
    attract, retain and motivate the best possible executive
talent.
    
    
    base salaries are targeted at the 25th percentile;
    
    total cash compensation (base salary and target bonus) is targeted at the 50th percentile; and
    
    equity compensation is targeted at the 75th percentile.
 th th




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Components of our Executive Compensation Program
  
    
    base salary;
    
    cash incentive bonuses;
    
    share option awards;
    
    employee benefits; and
    
    severance benefits.
 Base Salary
  th
 th
 Cash Incentive Bonuses




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Share Options
   th
  
    
    an exercise price equal to the last reported sale price of our ADSs on NASDAQ on the
date of grant;
    
    vesting over four years, with 25% of the shares vesting on the first anniversary of
the grant date and
1/48th of
the shares vesting monthly thereafter for a period of 36 months;
    
    termination of vesting and exercise rights shortly after termination of employment; and
    
    a term of seven years.




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##### Table of Contents




    
    All option grants will have an exercise price equal to the last reported sale price of
our ADSs on NASDAQ on the date of grant.
    
    Our chief executive officer can continue to make option grants to non-executive
officers, subject to limitations imposed by the compensation committee.
    
    Option grants to executive officers will be made only during a meeting of the
compensation committee or the board of directors, and may not be approved by written
consent.
    
    Option grants to newly hired employees  whether made by the chief executive officer,
the compensation committee or the board of directors  will be made on the first trading
day of the month following their date of hire.
    
    Options will not be granted by the compensation committee or the board of directors
during the quarter-end blackout periods under our insider trading policy; provided that
options may be approved during a meeting within a blackout period with the grant to be
effective as of  and priced based on the trading price  two days after the end of the
blackout period.
  Employee Benefits and Other Compensation
   Severance Benefits
   Tax Considerations




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Executive Compensation




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SUMMARY COMPENSATION TABLE
 Non-EquityName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    IncentivePrincipal
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    All OtherPosition
    

Year(1)
    
    

Salary
($)
    
    
    Bonus ($)
    
    

Awards
($)
    
    
    Awards ($)(2)
    
    

Compensation ($)(3)
    
    

Compensation ($)(4)
    
    
    Total ($)Charles E. Moran, 
President and CEO
    
    
    2007
    
    
    $
    250,000
    
    
    
    
    
    
    
    
    
    
    $
    1,025,428
    
    
    $
    412,500
    
    
    $
    8,216
    
    
    $
    1,696,144Thomas J. McDonald, 
Chief Financial
Officer and 
Executive Vice
President
    
    
    2007
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    543,165
    
    
    $
    225,000
    
    
    $
    48,462
    
    
    $
    1,016,627Jerald A. Nine,
Jr., Chief
Operating Officer
    
    
    2007
    
    
    $
    225,000
    
    
    
    
    
    
    
    
    
    
    $
    648,502
    
    
    $
    284,875
    
    
    $
    7,735
    
    
    $
    1,168,112Mark A. Townsend, 
Executive Vice
President, 
Technology
    
    
    2007
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    493,237
    
    
    $
    225,000
    
    
    $
    7,254
    
    
    $
    925,491Colm M. Darcy, 
Executive Vice
President, Content
Development
    
    
    2007
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    183,076
    
    
    $
    225,000
    
    
    $
    6,485
    
    
    $
    614,561
 
 (1)
    
    The fiscal year in this column refers to the fiscal year ended January 31 2007.(2)
    
    The amounts in this column reflect the dollar amount computed for financial statement
reporting purposes for fiscal 2007, 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
2007. There can be no assurance that the SFAS 123R amounts will ever be realized. The
assumptions we used to calculate these amounts are included in Note 2 to our audited financial
statements for fiscal 2007, included in our annual report on Form 10-K for fiscal 2007.




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##### Table of Contents



thereafter over the remaining 36 months. Each option has a term of 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.(3)
    
    The amounts in this column reflect cash bonus awards paid to our named executive officers for
performance in fiscal 2007 under our fiscal 2007 executive incentive compensation program.
See Compensation Discussion and Analysis   Components of our Executive Compensation Program
 Cash Incentive Bonuses above for a description of this program.(4)
    
    For 2007, All Other Compensation is comprised of the following amounts: DefinedLife Insurance
    
    ContributionName
    
    Personal Benefits (a)
    
    Premiums (b)
    
    Plans(c)
    
    Vacation (d)Charles E. Moran
    
    
    
    
    
    $
    1,008
    
    
    $
    2,400
    
    
    $
    4,808Thomas J. McDonald
    
    
    41,208
    
    
    
    1,008
    
    
    
    2,400
    
    
    
    3,846Jerald A. Nine, Jr.
    
    
    
    
    
    
    1,008
    
    
    
    2,400
    
    
    
    4,327Mark A. Townsend
    
    
    
    
    
    
    1,008
    
    
    
    2,400
    
    
    
    3,846Colm M. Darcy
    
    
    
    
    
    
    1,008
    
    
    
    2,400
    
    
    
    3,077
 
 (a)
    
    The personal benefits for Thomas J. McDonald include $8,160 for use of an apartment leased by
SkillSoft, $5,350 for use of a company-leased vehicle, $17,276 for personal travel and $10,422
for reimbursement of tax obligations related to such personal benefits.(b)
    
    Represents premiums paid for life insurance for which the named executive is the named
beneficiary.(c)
    
    Reflects amounts paid pursuant to SkillSofts 401-K matching program, with limits of $100 per
pay period up to a maximum of $2,400 per year.(d)
    
    Includes amounts paid in fiscal 2007 as accrued and unused vacation time per SkillSofts
policy.




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GRANTS OF PLAN-BASED AWARDS
 All Other
    
    All OtherStock
    
    Option
    
    
    
    
    
    Grant DateEstimated Future Payouts Under Non-
    
    Awards:
    
    Awards:
    
    Exercise or
    
    Fair ValueEquity Incentive Plan Awards
    
    Number of
    
    Number of
    
    Base Price of
    
    of Stock and(1)
    
    Shares of
    
    Securities
    
    Option
    
    OptionsThreshold
    
    Target
    
    Maximum
    
    Stock or
    
    Under-lying
    
    Awards
    
    AwardsName
    
    Grant Date
    
    ($)(2)
    
    ($)(3)
    
    ($)(4)
    
    Units
    
    Options (5)
    
    ($/Sh)
    
    (6)Charles E. Moran
    
    
    12/5/06
    
    
    
    64,626
    
    
    
    275,000
    
    
    
    412,500
    
    
    
    
    
    
    
    2,000,000
    
    
    $
    6.41
    
    
    $
    6,394,2000Thomas J. McDonald
    
    
    12/5/06
    
    
    
    35,627
    
    
    
    150,000
    
    
    
    225,000
    
    
    
    
    
    
    
    800,000
    
    
    $
    6.41
    
    
    $
    2,557,680Jerald A. Nine, Jr.
    
    
    12/5/06
    
    
    
    44,946
    
    
    
    191,250
    
    
    
    286,875
    
    
    
    
    
    
    
    1,200,000
    
    
    $
    6.41
    
    
    $
    3,836,520Mark A. Townsend
    
    
    12/5/06
    
    
    
    35,627
    
    
    
    150,000
    
    
    
    225,000
    
    
    
    
    
    
    
    400,000
    
    
    $
    6.41
    
    
    $
    1,278,840Colm M. Darcy
    
    
    12/5/06
    
    
    
    35,627
    
    
    
    150,000
    
    
    
    225,000
    
    
    
    
    
    
    
    400,000
    
    
    $
    6.41
    
    
    $
    1,278,840




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##### Table of Contents



(1)
    
    Reflects the threshold, target and maximum cash award amounts under our fiscal 2007 executive
incentive compensation program. The amounts actually paid to the named executive officers
under our fiscal 2007 executive incentive compensation program are shown above in the
Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.(2)
    
    Reflects the total minimum amount that could have been earned if the minimum targets for all
of the quarterly and annual metrics had been achieved.(3)
    
    Reflects the total amount that could have been earned if the targeted quarterly and annual
metrics had been achieved.(4)
    
    Reflects the total maximum amount that could have been earned if the targets for all of the
quarterly and annual metrics had been achieved.(5)
    
    These options vest as to 25% of the shares subject to the option on the first anniversary of
the date of grant and 1/48 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 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.(6)
    
    The amounts reported in this column are computed in accordance with SFAS 123R. Information Relating to Equity Awards and Holdings




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Option Awards (11)EquityIncentive PlanAwards:Number of
    
    
    Number of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    

Unexercisable
    
    
    Options (#)
    
    
    Price ($)
    
    
    DateCharles E. Moran
    
    
    710,219
    (1)
    
    
    
    
    
    
    
    
    
    $
    6.36
    
    
    
    9/27/2011969,829
    (2)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/201224,609
    (3)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/20122,000,000
    (4)
    
    
    
    
    
    $
    6.41
    
    
    
    12/5/2013Thomas J. McDonald
    
    
    236,739
    (1)
    
    
    
    
    
    
    
    
    
    $
    6.36
    
    
    
    9/27/2011922,350
    (2)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/201224,609
    (3)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/2012800,000
    (4)
    
    
    
    
    
    $
    6.41
    
    
    
    12/5/2013Jerald A. Nine, Jr.
    
    
    232,859
    (1)
    
    
    
    
    
    
    
    
    
    $
    6.36
    
    
    
    9/27/2011758,454
    (2)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/201224,609
    (3)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/20121,200,000
    (4)
    
    
    
    
    
    $
    6.41
    
    
    
    12/5/2013Mark A. Townsend
    
    
    78,913
    (1)
    
    
    
    
    
    
    
    
    
    $
    6.36
    
    
    
    9/27/2011867,368
    (2)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/201224,609
    (3)
    
    
    
    
    
    
    
    
    
    $
    4.06
    
    
    
    8/16/2012400,000
    (4)
    
    
    
    
    
    $
    6.41
    
    
    
    12/5/2013Colm M. Darcy
    
    
    8,855
    (5)
    
    
    
    
    
    
    
    
    
    $
    9.94
    
    
    
    12/9/200832,645
    (6)
    
    
    
    
    
    
    
    
    
    $
    16.44
    
    
    
    7/2/200950,000
    (7)
    
    
    
    
    
    
    
    
    
    $
    19.06
    
    
    
    4/5/201154,167
    (8)
    
    
    
    
    
    
    
    
    
    $
    5.55
    
    
    
    5/8/2012158,541
    (9)
    
    
    
    
    
    
    
    
    
    $
    3.30
    
    
    
    7/12/201228,159
    (9)
    
    
    
    
    
    
    
    
    
    $
    3.30
    
    
    
    7/12/201229,167
    (10)
    
    
    
    
    
    
    
    
    
    $
    4.25
    
    
    
    9/6/2012400,000
    (4)
    
    
    
    
    
    $
    6.41
    
    
    
    12/5/2013
 
 (1)
    
    These options were granted on September 27, 2001. The options vested as to 1/48th
of the shares subject to the option at the end of each one month period following the grant
date over the remaining 48 months.(2)
    
    These options were granted on August 16, 2002. The options vested as to 25% of the shares
subject to the option on August 16, 2003 and 1/48th of the shares subject to the
option at the end of each one month period following the first anniversary of the grant date
over the remaining 36 months.




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##### Table of Contents



(3)
    
    These options were granted on August 16, 2002. The options vested as to 100% on August 16,
2006.(4)
    
    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.(5)
    
    These options were granted on December 9, 1998. The options vested as to 25% of the shares
subject to the option on December 9, 1999, 25% of the shares subject to the option on December
9, 2000, and 1/48th of the shares subject to the option at the end of each one
month period following the second anniversary of the grant date over the remaining 24 months.6)
    
    These options were granted on July 2, 1999. The options vested as to 25% of the shares
subject to the option on July 2, 2000, 25% of the shares subject to the option on July 2,
2001, and 1/48th of the shares subject to the option at the end of each one month
period following the second anniversary of the grant date over the remaining 24 months.(7)
    
    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.(8)
    
    These options were granted on May 8, 2002. The options vested as to 25% of the shares subject
to the option on December 31, 2002 and 1/48th of the shares subject to the option
at the end of each one month period following the first anniversary
of the grant date over the remaining 36 months.(9)
    
    These options were granted on July 12, 2002. The options vested as to 25% of the shares
subject to the option on July 7, 2003 and 1/48th of the shares subject to the
option at the end of each one month period following the first anniversary of the grant date
over the remaining 36 months.(10)
    
    These options were granted on September 6, 2002. The options vested as to 25% of the shares
subject to the option on September 06, 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.(11)
    
    Each option has a term of seven or ten years, and generally expires shortly following the
termination of the executives employment. In addition, as described below under Employment
Agreements and Potential Termination Payments, the executive may elect to extend the vesting
and exercisability of these options following employment termination under certain
circumstances.  Employment Agreements and Potential Termination Payments
  Charles E. Morans Employment Agreement
 Thomas J. McDonalds Employment Agreement




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##### Table of Contents



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




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##### Table of Contents



Accelerated/ExtendedSeverance Payments
    
    Vesting ofBase Salary
    
    Target
    
    Options (1)
    
    Benefits
    
    Total$
    
    Bonus
    
    $
    
    $
    
    $Charles E. Moran
    
    
    250,000
    
    
    
    275,000
    
    
    
    31,995
    
    
    
    0
    
    
    
    556,995Thomas J. McDonald
    
    
    100,000
    
    
    
    0
    
    
    
    22,621
    
    
    
    3,173
    
    
    
    122,621Jerald A. Nine, Jr.
    
    
    225,000
    
    
    
    191,250
    
    
    
    19,368
    
    
    
    0
    
    
    
    435,618Mark A. Townsend
    
    
    100,000
    
    
    
    0
    
    
    
    18,736
    
    
    
    8,452
    
    
    
    118,736Colm M. Darcy
    
    
    175,000
    
    
    
    0
    
    
    
    6,354
    
    
    
    0
    
    
    
    181,354
 
 (1)
    
    These options would continue to vest for a specified period of time following the termination
event. This would be considered a modification of the option grant
under the provisions of SFAS
123R. As such, the company calculated a Black-Scholes value for the options on the date prior
to modification and the date subsequent to modification and has presented the incremental
compensation cost in the above table. Compensation for Directors
  
    
    each Outside Director receives an annual retainer of $30,000;
    
    the chairman of each of the Audit Committee and the Compensation Committee receives
an additional annual retainer of $7,500; and
    
    each Outside Director who is a member of any standing committee (a Committee) of
the Board of Directors receives a payment of $2,000 per Board or Committee meeting
attended up to a maximum of six meetings per year (including by conference telephone)
beyond regularly scheduled meetings (i.e. a maximum additional payment of $12,000),
provided that only one meeting payment would be made in the event such additional
meetings of the Board of Directors and one or more Committee were held on the same day.




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Change in PensionFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value andEarned or
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedPaid in
    
    
    Stock
    
    
    Option
    
    
    Non-Equity
    
    
    Deferred
    
    
    All OtherCash
    
    
    Awards
    
    
    Awards
    
    
    Incentive Plan
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($) (1)
    
    
    Compensation ($)
    
    
    Earnings ($)
    
    
    ($)
    
    
    ($)Howard Edelstein
    
    $
    38,000
    
    
    
    
    
    
    $
    70,206
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    108,206Stewart K.P. Gross
    
    $
    49,500
    
    
    
    
    
    
    $
    70,206
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    119,706James Krzywicki
    
    $
    42,000
    
    
    
    
    
    
    $
    61,783
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    103,783Ferdinand von
Prondzynski
    
    $
    36,000
    
    
    
    
    
    
    $
    61,783
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    97,783William F. Meagher
    
    $
    49,500
    
    
    
    
    
    
    $
    94,546
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    144,046
 
 (1)
    
    The amounts in this column reflect the dollar amount computed for financial statement
reporting purposes for fiscal 2007, in accordance with SFAS 123R, of stock options granted
under our equity plans and include amounts from stock options




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granted in and prior to fiscal
2007. There can be no assurance that the SFAS 123R amounts will ever be realized. The
assumptions we used to calculate these amounts are included in Note 2 to our audited financial
statements for fiscal 2007, included in our annual report on Form 10-K for fiscal 2007 filed
on April 13, 2007.  Number of SharesUnderlyingOutstanding ShareName
    
    OptionsHoward Edelstein
    
    
    65,000Stewart K.P. Gross
    
    
    65,000James Krzywicki
    
    
    185,000Ferdinand Von Prondzynski
    
    
    75,000William F. Meagher
    
    
    55,000
  Number of SharesUnderlying Share

    
    Grant Date Fair ValueGrant

    
    Option Grants in

    
    of Share Option GrantsName
    
    Date

    
    Fiscal 2007

    
    in Fiscal 2007Howard Edelstein
    
    
    1/1/2007
    
    
    
    10,000
    
    
    $
    31,158Stewart K.P. Gross
    
    
    1/1/2007
    
    
    
    10,000
    
    
    $
    31,158James Krzywicki
    
    
    1/1/2007
    
    
    
    10,000
    
    
    $
    31,158Ferdinand Von Prondzynski
    
    
    1/1/2007
    
    
    
    10,000
    
    
    $
    31,158William F. Meagher
    
    
    1/1/2007
    
    
    
    10,000
    
    
    $
    31,158
 Compensation Committee Interlocks and Insider Participation




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Compensation Committee Report
   
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
    
    each person known to SkillSoft to own beneficially more than 5% of our outstanding securities;
    
    each director;
    
    our named executive officers; and
    
    the current directors and executive officers of SkillSoft as a group.




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##### Table of Contents



Amount and Nature ofBeneficial OwnershipPercentageName and Address of Beneficial Owner
    
    ADSs
    
    Owned5% ShareholdersColumbia Wanger Asset Management, L.P.(1)
    
    
    22,270,000
    
    
    
    20.2
    %Westfield Capital Management Company LLC(2)
    
    
    9,667,958
    
    
    
    8.8Cramer Rosenthal McGlynn, LLC(3)
    
    
    8,097,038
    
    
    
    7.3Capital Group Companies, Inc.(4)
    
    
    5,696,800
    
    
    
    5.2DirectorsCharles E. Moran(5)
    
    
    3,144,320
    
    
    
    2.8James S. Krzywicki(6)
    
    
    170,500
    
    
    
    *Ferdinand von Prondzynski(7)
    
    
    57,510
    
    
    
    *P. Howard Edelstein(8)
    
    
    47,500
    
    
    
    *Stewart K.P. Gross(9)
    
    
    47,500
    
    
    
    *William F. Meagher, Jr.(10)
    
    
    34,750
    
    
    
    *Other Named Executive OfficersMark A. Townsend(11)
    
    
    1,478,841
    
    
    
    1.3Jerald A. Nine(12)
    
    
    1,398,487
    
    
    
    1.3Thomas J. McDonald(13)
    
    
    1,254,971
    
    
    
    1.1Colm M. Darcy (14)
    
    
    361,534
    
    
    
    *All current directors and executive officers as
a group (11 persons)(15)
    
    
    8,119,884
    
    
    
    7.0
 
 *
    
    Less than 1%(1)
    
    (1) On January 10, 2007, Columbia Wanger Asset Management, L.P. (WAM) filed Amendment
No. 6 to Schedule 13G with the SEC reporting beneficial ownership with respect to
22,270,000 ADSs, consisting of 20,870,000 ADSs for which WAM has sole voting power,
1,400,000 for which WAM has shared voting power and 22,270,000 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
shares reported include the shares held by Columbia Acorn Trust (Acorn), a Massachusetts
business trust that is a discretionary client of WAM. Acorn holds 17.6% of the Companys
shares. WAM and Acorn file jointly pursuant to a Joint Filing Agreement dated January 10,
2007 among WAM and Acorn. The address of WAM is 227 West Monroe Street, Suite 3000,
Chicago, Illinois 60606.(2)
    
    On February 14, 2007, Westfield Capital Management, Co., LLC (Westfield Capital)
filed Amendment No. 3 to Schedule 13G with the SEC reporting beneficial ownership with
respect to 9,667,958 ADSs, consisting of 6,639,467 ADSs for which Westfield Capital has
sole voting power and 9,667,958 ADSs for which Westfield Capital has sole dispositive
power. This information is reported in reliance on such filing. None of these shares are
owned of record by Westfield Capital, and are owned of record by certain mutual funds,
institutional accounts and/or separate accounts managed by Westfield Capital as an
investment advisor. Westfield Capital is an investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E) of the Exchange Act. Westfield Capital disclaims any beneficial interest
is such shares. The address of Westfield Capital is 1 Financial Center, Boston,
Massachusetts 02111.




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##### Table of Contents



(3)
    
    On February 13, 2007, Cramer Rosenthal McGlynn, LLC (Cramer) filed Amendment No. 4 to
Schedule 13G with the SEC reporting beneficial ownership with respect to 8,097,038 ADSs,
consisting of 7,750,138 ADSs for which Cramer has sole voting power, 7,980,838 ADSs for
which Cramer has sole dispositive power, and 116,200 ADSs for which Cramer has shared
dispositive power. This information is reported in reliance on such filing. Cramer is an
investment adviser registered under section 203 of the Investment Advisors Act of 1940. The
address of Cramer is 520 Madison Avenue, New York, New York 10022.(4)
    
    On January 5, 2005, Capital Group Companies filed a Notification of Interests pursuant
to Section 67 of the Companies Act, 1990 reporting a notifiable interest with respect to
5,696,800 ADSs. This information is reported in reliance on such filing. Capital Group
Companies (GC) is a holding company for several subsidiary companies engaged in
investment management. Neither CGC nor any of its subsidiaries own ADSs for their own
account. The address for CGC is 333 South Hope Street, Los Angeles, CA 90071.(5)
    
    Represents 1,704,657 ADSs issuable upon exercise of share options held by Mr. Moran, 11
ADSs held by Mr. Morans wife, 2,367 ADSs held in a family trust of which Mr. Moran is a
trustee, and 1,437,285 ADSs beneficially owned by Mr. Morans wife, as trustee of various
trusts for the benefit of Mr. Morans children.(6)
    
    Includes 167,500 ADSs issuable upon exercise of share options held by Mr. Krzywicki.(7)
    
    Includes 57,500 ADSs issuable upon exercise of share options held by Dr. von
Prondzynski.(8)
    
    Represents 47,500 ADSs issuable upon exercise of share options held by Mr. Edelstein.(9)
    
    Represents 47,500 ADSs issuable upon exercise of share options held by Mr. Gross.(10)
    
    Includes 33,750 ADSs issuable upon exercise of share options held by Mr. Meagher.(11)
    
    Includes 970,890 ADSs issuable upon exercise of share options held by Mr. Townsend and
59,185 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.(12)
    
    Includes 1,015,922 ADSs issuable upon exercise of share options held by Mr. Nine and
332,244 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.(13)
    
    Includes 1,183,698 ADSs issuable upon exercise of share options held by Mr. McDonald,
1,953 ADSs beneficially owned by Mr. McDonalds wife, as trustee for the benefit of Mr.
McDonalds family and 3,906 owned by Mr. McDonalds daughters. Mr. McDonald disclaims
beneficial ownership of the shares held in trust and by his daughters.(14)
    
    Represents 361,534 ADSs issuable upon exercise of share options held by Mr. Darcy.(15)
    
    Includes 5,701,701 ADSs issuable upon exercise of share options by all current
directors and officers as a group. Equity Compensation Plan Information




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(c)Number ofShares(a)
    
    
    
    
    
    RemainingNumber of
    
    (b)
    
    Available forShares to be
    
    Weighted-
    
    Future IssuanceIssued upon
    
    average Exercise
    
    under EquityExercise of
    
    Price of
    
    CompensationOutstanding
    
    Outstanding
    
    Plans (ExcludingOptions,
    
    Options,
    
    SecuritiesWarrants and
    
    Warrants and
    
    Reflected inPlan Category(1)
    
    Rights
    
    Rights
    
    Column (a))Equity compensation
plans approved by
security holders
    
    
    8,479,599
    (2)
    
    $
    7.47
    (2)
    
    
    3,774,768
    (3)Equity compensation
plans not approved
by security holders
    
    
    4,202,402
    (4)
    
    
    11.02
    
    
    
    0
    (5)Total
    
    
    12,682,001
    
    
    
    8.64
    
    
    
    3,774,768
 
 (1)
    
    This table excludes an aggregate of 7,506,176 ordinary shares issuable upon exercise of
options that we assumed in connection with our merger with SkillSoft Corporation. The
weighted average exercise price of the excluded options is $5.53 per share. We assumed the
SkillSoft Corporation 1998 Stock Incentive Plan, 1999 Non-Employee Director Stock Option Plan,
2001 Stock Incentive Plan and Books24x7.com, Inc. 1994 Stock Option Plan only insofar as they
related to options outstanding under the plans at the time of the merger, and we may not grant
any future options under any of those plans.(2)
    
    Excludes ordinary shares issuable under the Companys 2004 Employee Stock Purchase Plan in
connection with the current offering period; such ordinary shares are included in column (c).(3)
    
    Consists of 2,264,513 ordinary shares reserved for issuance under the 2002 Share Option Plan
(the 2002 Plan), 1,111,505 ordinary shares reserved for issuance under the 2004 Employee
Share Purchase Plan and 398,750 ordinary shares reserved for issuance under the 2001 Outside
Director Plan.(4)
    
    Consists of 4,202,314 ordinary shares subject to outstanding options under our 1996
Supplemental Stock Plan (the 1996 Plan) and 88 ordinary shares subject to outstanding
options under the Knowledge Well Group Limited 1998 Share Option Plan (the Knowledge Well
Group 1998 Plan).(5)
    
    On March 23, 2006, our shareholders approved a resolution to transfer an aggregate of
5,100,000 shares from certain non-shareholder approved plans to the 2002 Plan. This includes
342,823 shares from the 1996 Forefront Group Inc. Non-Qualified Stock
Option Plan (the FF96
Plan), 624,462 shares from the Knowledge Well Group Limited
1998 Share option Plan (the KWGL
Plan), 234,269 shares from the Knowledge Well Limited 1998
Share Option Plan (the KWL Plan), and
3,898,446 shares from the 1996 Plan.  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Policies and Procedures Regarding Review, Approval or Ratification of Related Person Transactions




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
    
    interests arising solely from the related persons position as an executive officer of
another entity (whether or not the person is also a director of such entity), that is a
participant in the transaction, where (a) the related person owns in the aggregate less
than a 5% equity interest in such entity, (b) the related person and his or her immediate
family members are not involved in the negotiation of the terms of the transaction and do
not receive any special benefits as a result of the transaction, (c) the amount involved in
the transaction equals less than 1% of the annual consolidated gross revenues of the other
entity that is a party to the transaction, and (d) the amount involved in the transaction
equals less than 1% of SkillSofts annual consolidated gross revenues; and
    
    a transaction that is specifically contemplated by provisions of our Articles of
Association or Memorandum of Association.
   Director Independence
   
 Item 14. Principal Accountant Fees and Services
 Auditors Fees




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##### Table of Contents



Fiscal Year Ended
    
    Fiscal Year EndedFee Category
    
    January 31, 2007
    
    January 31, 2006Audit Fees(1)
    
    $
    1,435,960
    
    
    $
    1,492,900Audit-Related Fees(2)
    
    
    456,750
    
    
    
    15,000Tax Fees(3)
    
    
    625,283
    
    
    
    646,900
    
    
    
    Total Fees
    
    $
    2,517,993
    
    
    $
    2,154,800
 
 (1)
    
    Audit fees consist of fees for the audit of our financial statements, the audit of our
internal control over financial reporting as set forth in Section 404 of the Sarbanes-Oxley
Act, the review of the interim financial statements in our quarterly reports on Form 10-Q,
other professional services provided or accrued for in connection with statutory and
regulatory filings or engagements for the fiscal years ended January 31, 2007 and January 31,
2006.(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. Included in the fees for the fiscal
year ended January 31, 2007 is $440,000 of due diligence and
related work performed in connection with the acquisition of NETg,
which closed on May 14, 2007.(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 $344,481 of the total tax fees billed in the fiscal year
ended January 31, 2007 and $458,200 of the total tax fees billed in the fiscal year ended
January 31, 2006. Tax advice and tax planning services relate to a transfer pricing analysis,
tax advice, assistance with tax audits and appeals, tax advice related to mergers and
acquisitions, employee benefit plans and requests for rulings or technical advice for taxing
authorities. Pre-approval Policies and Procedures
    
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules




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##### Table of Contents



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




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Title2.1
    
    
    Agreement and Plan of Merger, dated as of June 10, 2002, by and
among SmartForce Public Limited Company, SkillSoft Corporation and
Slate Acquisition Corp. (Incorporated by reference to exhibit 2.1
to SkillSoft PLCs Current Report on Form 8-K dated June 14, 2002
(File No. 000-25674)).2.2
    
    
    Stock and Asset Purchase Agreement among T.N.H. France SARL,
T.N.H. Holdings GmbH, The Thomson Corporation (Australia) Pty Ltd,
Thomson Information and Solutions Limited, Thomson Global
Resources, Thomson Learning Inc., Thomson Learning Inc., SkillSoft
PLC 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)).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, and 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 September 4, 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 September
4, 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
September 4, 2002 (File No. 000-25674)).10.1**
    
    
    1990 Share Option Scheme (Incorporated by reference to exhibit
10.1 to SkillSoft PLCs Registration Statement on Form F-1
declared effective with the Securities and Exchange Commission on
April 13, 1995 (File No. 333-89904)).10.2**
    
    
    1994 Share Option Plan (Incorporated be reference to exhibit 10.2
to SkillSoft PLCs Registration Statement on Form F-1 declared
effective with the Securities and Exchange Commission on April 13,
1995 (File No. 333-89904)).




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##### Table of Contents



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




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##### Table of Contents



ExhibitNo.
    
    Title10.15**
    
    
    Indemnification Agreement, dated November 13, 2003, by and between
SkillSoft Corporation and P. Howard Edelstein (Incorporated by
reference from exhibit 10.2 to SkillSoft PLCs Quarterly Report on
Form 10-Q for the quarter ended October 31, 2003 as filed with the
Securities and Exchange Commission on December 15, 2003 (File No.
000-25674)).10.16**
    
    
    Indemnification Agreement, dated March 4, 2004, by and between
SkillSoft Corporation and William Meagher. (Incorporated by
reference from exhibit 10.27 to SkillSoft PLCs Annual Report on
Form 10-K for the fiscal year ended January 31, 2004 as filed with
the Securities and Exchange Commission on April 15, 2004 (File No.
000-25674)).10.17**
    
    
    Amended and Restated Summary of Director Compensation
(Incorporated by reference from exhibit 99.1 to SkillSoft PLCs
Current Report on Form 8-K as filed with the Securities and
Exchange Commission on March 28, 2006 (File No. 000-25674)).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
    
    
    Pledge Agreement, dated January 31, 2007, between Silicon Valley
Bank and SkillSoft Corporation.10.20**
    
    
    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)).10.21**
    
    
    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)).10.22**
    
    
    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)).10.23**
    
    
    Summary of Fiscal 2007 Executive Incentive Compensation Program.
(Incorporated by reference to exhibit 99.1 to SkillSoft PLCs
Current Report on Form 8-K as filed with the Securities and
Exchange Commission on April 28, 2006 (File No. 000-25674)).10.24
    
    
    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)).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.




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##### Table of Contents




    
    Previously filed with our Annual Report on Form 10-K filed with the Securities and Exchange
Commission on April 13, 2007.*
    
    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.