##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2007
 OR
 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 NUMBER 000-25674
 SKILLSOFT PUBLIC LIMITED COMPANY
  REPUBLIC OF IRELAND
    
    N/A(STATE OR OTHER JURISDICTION OF
    
    (I.R.S. EMPLOYERINCORPORATION OR ORGANIZATION)
    
    IDENTIFICATION NO.)107 NORTHEASTERN BOULEVARD
    
    03062NASHUA, NEW HAMPSHIRE(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
    
    (ZIP CODE)
  
 þ o
  o þ o
 o þ




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##### Table of Contents



PAGE NO.PART I  FINANCIAL INFORMATION
    
    
    3Item 1. Condensed Consolidated Financial Statements:
    
    
    3Condensed Consolidated Balance Sheets as of April 30, 2007 and January 31, 2007
    
    
    3Condensed Consolidated Income Statements for the Three Months Ended April 30, 2007 and 2006
    
    
    4Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2007 and 2006
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosure about Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    21PART II  OTHER INFORMATION
    
    
    21Item 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 3. Defaults Upon Senior Securities
    
    
    30Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    30SIGNATURE
    
    
    31EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO
 2




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APRIL 30,
    
    
    JANUARY 31,2007
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    96,649
    
    
    $
    48,612Short-term investments
    
    
    34,379
    
    
    
    55,505Restricted cash
    
    
    4,230
    
    
    
    20,095Accounts receivable, net
    
    
    51,846
    
    
    
    94,343Prepaid expenses and other current assets
    
    
    19,453
    
    
    
    22,215Total current assets
    
    
    206,557
    
    
    
    240,770Property and equipment, net
    
    
    8,497
    
    
    
    9,672Intangible assets, net
    
    
    2,720
    
    
    
    2,638Goodwill
    
    
    84,444
    
    
    
    83,171Long-term investments
    
    
    
    
    
    
    3,598Deferred tax assets, net
    
    
    159
    
    
    
    159Other assets
    
    
    3,238
    
    
    
    2,962Total assets
    
    $
    305,615
    
    
    $
    342,970LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,905
    
    
    $
    3,327Accrued compensation
    
    
    9,872
    
    
    
    17,870Accrued expenses
    
    
    16,647
    
    
    
    35,427Deferred revenue
    
    
    123,106
    
    
    
    146,012Total current liabilities
    
    
    151,530
    
    
    
    202,636Long term liabilities
    
    
    2,347
    
    
    
    2,405Commitments and contingencies (Note 12)Stockholders equity:Ordinary shares, 0.11 par value: 250,000,000
shares authorized; 110,443,212 and 109,255,366
shares issued at April 30, 2007 and January 31,
2007, respectively
    
    
    12,212
    
    
    
    12,039Additional paid-in capital
    
    
    579,771
    
    
    
    573,394Treasury stock, at cost, 6,533,884 ordinary shares
    
    
    (24,524
    )
    
    
    (24,524
    )Accumulated deficit
    
    
    (414,174
    )
    
    
    (421,661
    )Accumulated other comprehensive loss
    
    
    (1,547
    )
    
    
    (1,319
    )Total stockholders equity
    
    
    151,738
    
    
    
    137,929Total liabilities and stockholders equity
    
    $
    305,615
    
    
    $
    342,970
  3




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THREE MONTHS ENDEDApril 30,2007
    
    
    2006Revenue
    
    $
    57,140
    
    
    $
    54,653Cost of revenue  amortization of intangible assets
    
    
    198
    
    
    
    1,732Cost of revenue (1)
    
    
    6,828
    
    
    
    6,451Gross profit
    
    
    50,114
    
    
    
    46,470Operating expenses:Research and development (1)
    
    
    10,242
    
    
    
    9,965Selling and marketing (1)
    
    
    22,548
    
    
    
    23,257General and administrative (1)
    
    
    7,128
    
    
    
    7,280Amortization of intangible assets
    
    
    579
    
    
    
    416Restructuring
    
    
    34
    
    
    
    Restatement  SEC investigation
    
    
    872
    
    
    
    252Total operating expenses
    
    
    41,403
    
    
    
    41,170Operating income
    
    
    8,711
    
    
    
    5,300Other income / (expense), net
    
    
    (26
    )
    
    
    10Interest income
    
    
    1,501
    
    
    
    805Interest expense
    
    
    (51
    )
    
    
    (66
    )Income before provision for income taxes
    
    
    10,135
    
    
    
    6,049Provision for income taxes
    
    
    2,646
    
    
    
    1,996Net income
    
    $
    7,489
    
    
    $
    4,053Net income per share (Note 10):Basic
    
    $
    0.07
    
    
    $
    0.04Basic weighted average shares outstanding
    
    
    103,277,076
    
    
    
    101,037,377Diluted
    
    $
    0.07
    
    
    $
    0.04Diluted weighted average shares outstanding
    
    
    107,065,456
    
    
    
    102,888,751
 
 (1)
    
    Stock-based compensation included in cost of revenue and operating expenses: THREE MONTHS ENDEDApril 30,2007
    
    2006Cost of revenue
    
    $
    17
    
    
    $
    6Research and development
    
    
    208
    
    
    
    383Selling and marketing
    
    
    498
    
    
    
    769General and administrative
    
    
    633
    
    
    
    623
  4




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THREE MONTHS ENDEDAPRIL 30,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    7,489
    
    
    $
    4,053Adjustments to reconcile net income to net cash provided by operating activities -Stock-based compensation
    
    
    1,356
    
    
    
    1,781Depreciation and amortization
    
    
    1,667
    
    
    
    1,484Amortization of intangible assets
    
    
    777
    
    
    
    2,148Recovery of bad debts
    
    
    (32
    )
    
    
    (303
    )Provision for income tax  non-cash
    
    
    1,875
    
    
    
    1,754Changes in current assets and liabilities, net of acquisition:Accounts receivable, net
    
    
    43,832
    
    
    
    38,546Prepaid expenses and other current assets
    
    
    2,705
    
    
    
    2,625Accounts payable
    
    
    (1,585
    )
    
    
    (1,541
    )Accrued expenses, including long-term
    
    
    (27,470
    )
    
    
    (12,949
    )Deferred revenue
    
    
    (24,861
    )
    
    
    (19,507
    )Net cash provided by operating activities
    
    
    5,753
    
    
    
    18,091Cash flows from investing activities:Purchases of property and equipment
    
    
    (433
    )
    
    
    (1,270
    )Cash used in purchase of business, net of cash acquired
    
    
    (3,933
    )
    
    
    Purchases of investments
    
    
    
    
    
    
    (24,509
    )Maturity of investments
    
    
    24,619
    
    
    
    8,370Release of restricted cash, net
    
    
    15,865
    
    
    
    132Net cash provided / (used in) provided by investing activities
    
    
    36,118
    
    
    
    (17,277
    )Cash flows from financing activities:Exercise of stock options
    
    
    4,106
    
    
    
    605Proceeds from employee stock purchase plan
    
    
    1,088
    
    
    
    1,703Net cash provided by financing activities
    
    
    5,194
    
    
    
    2,308Effect of exchange rate changes on cash and cash equivalents
    
    
    972
    
    
    
    406Net increase in cash and cash equivalents
    
    
    48,037
    
    
    
    3,528Cash and cash equivalents, beginning of period
    
    
    48,612
    
    
    
    51,937Cash and cash equivalents, end of period
    
    $
    96,649
    
    
    $
    55,465
  5




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Accounting for
Certain Investments in Debt and Equity Securities
   6




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Software Revenue Recognition,
 ®
       Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses
Incurred
  7




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WeightedAverage
    
    
    AggregateWeighted
    
    
    Remaining
    
    
    IntrinsicAverage
    
    
    Contractual
    
    
    ValueShare Options
    
    Shares
    
    
    Exercise Price
    
    
    Term (Years)
    
    
    (in thousands)Outstanding, January 31, 2007
    
    
    20,188,177
    
    
    $
    7.48
    
    
    
    5.74Granted
    
    
    
    
    
    
    Exercised
    
    
    (867,829
    )
    
    
    4.08Cancelled
    
    
    (146,916
    )
    
    
    11.32Outstanding, April 30, 2007
    
    
    19,173,432
    
    
    $
    7.60
    
    
    
    5.23
    
    
    $
    40,382Exercisable, April 30, 2007
    
    
    13,377,182
    
    
    $
    8.14
    
    
    
    4.66
    
    
    $
    30,388Vested and Expected to Vest, April 30, 2007 (1)
    
    
    18,132,555
    
    
    $
    7.67
    
    
    
    0.40
    
    
    $
    38,601
 
 (1)
    
    This represents the number of vested options as of April 30, 2007 plus the number of unvested
options as of April 30, 2007 expected to vest adjusted for an estimated forfeiture rate of
11.6%. The company recognizes expense incurred under SFAS 123(R) on a straight line basis. Due
to the Companys vesting schedule, expense is incurred on options that have not yet vested but
which are expected to vest in a future period. The options for which expense has been incurred
but have not yet vested are included above as options expected to vest.     8




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EMPLOYEESEVERANCE AND
    
    
    CLOSEDOWN OFRELATED COSTS
    
    
    FACILITIES
    
    
    OTHER
    
    
    TOTALMerger and exit accrual January 31, 2007
    
    $
    878
    
    
    $
    2,278
    
    
    $
    121
    
    
    $
    3,277Payments made during the three months ended April 30, 2007
    
    
    
    
    
    
    (50
    )
    
    
    
    
    
    
    (50
    )Merger and exit accrual April 30, 2007
    
    $
    878
    
    
    $
    2,228
    
    
    $
    121
    
    
    $
    3,227
  Year ended January 31,2008 (remaining 9 months)
    
    $
    1,7512009
    
    
    4932010
    
    
    3322011
    
    
    651Total
    
    $
    3,227
   EMPLOYEESEVERANCE AND
    
    
    CONTRACTUALRELATED COST
    
    
    OBLIGATIONS
    
    
    TOTALTotal restructuring accrual as of January 31, 2007
    
    $
    88
    
    
    $
    1,333
    
    
    $
    1,421Payments made during the three months ended April 30, 2007
    
    
    (105
    )
    
    
    (67
    )
    
    
    (172
    )Restructuring charge for the three months ended April 30, 2007
    
    
    34
    
    
    
    
    
    
    
    34Total restructuring accrual as of April 30, 2007
    
    $
    17
    
    
    $
    1,266
    
    
    $
    1,283
  Year ended January 31,2008 (remaining 9 months)
    
    $
    5212009
    
    
    3942010
    
    
    368Total
    
    $
    1,283
   APRIL 30, 2007
    
    
    JANUARY 31, 2007GROSS
    
    
    
    
    
    
    NET
    
    
    GROSS
    
    
    
    
    
    
    NETCARRYING
    
    
    ACCUMULATED
    
    
    CARRYING
    
    
    CARRYING
    
    
    ACCUMULATED
    
    
    CARRYINGAMOUNT
    
    
    AMORTIZATION
    
    
    AMOUNT
    
    
    AMOUNT
    
    
    AMORTIZATION
    
    
    AMOUNTInternally developed
software/courseware
    
    $
    28,767
    
    
    $
    28,035
    
    
    $
    732
    
    
    $
    28,257
    
    
    $
    27,836
    
    
    $
    421Customer contracts
    
    
    13,348
    
    
    
    12,278
    
    
    
    1,070
    
    
    
    13,018
    
    
    
    11,701
    
    
    
    1,317Trademarks and trade names
    
    
    925
    
    
    
    7
    
    
    
    918
    
    
    
    905
    
    
    
    5
    
    
    
    90043,040
    
    
    
    40,320
    
    
    
    2,720
    
    
    
    42,180
    
    
    
    39,542
    
    
    
    2,638Goodwill
    
    
    84,444
    
    
    
    
    
    
    
    84,444
    
    
    
    83,171
    
    
    
    
    
    
    
    83,171$
    127,484
    
    
    $
    40,320
    
    
    $
    87,164
    
    
    $
    125,351
    
    
    $
    39,542
    
    
    $
    85,809
 9




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TotalGross carrying amount of goodwill, January 31, 2007
    
    $
    83,171Utilization of tax benefit
    
    
    (1,875
    )Acquisition of TLC
    
    
    3,233Other
    
    
    (85
    )Gross carrying amount of goodwill, April 30, 2007
    
    $
    84,444
  AmortizationFiscal Year
    
    Expense2008
    
    $
    1,0952009
    
    
    3602010
    
    
    2382011
    
    
    127Total
    
    $
    1,820
    THREE MONTHS ENDEDAPRIL 30,2007
    
    
    2006Comprehensive income:Net income
    
    $
    7,489
    
    
    $
    4,053Other comprehensive income/(loss) -Foreign currency adjustment
    
    
    (150
    )
    
    
    (298
    )Unrealized (losses)/gains on available-for-sale securities
    
    
    (78
    )
    
    
    76Comprehensive income
    
    $
    7,261
    
    
    $
    3,831
  AS OF
    
    
    AS OFAPRIL 30,
    
    
    JANUARY 31,2007
    
    
    2007Unrealized holding gains/(losses)
    
    $
    (11
    )
    
    $
    67Foreign currency adjustment
    
    
    (1,536
    )
    
    
    (1,386
    )Total accumulated other comprehensive loss
    
    $
    (1,547
    )
    
    $
    (1,319
    )
   10




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THREE MONTHS ENDEDAPRIL 30,2007
    
    
    2006Basic weighted average shares Outstanding
    
    
    103,277,076
    
    
    
    101,037,377Effect of dilutive shares outstanding
    
    
    3,788,380
    
    
    
    1,851,374Weighted average common shares outstanding, as adjusted
    
    
    107,065,456
    
    
    
    102,888,751
  THREE MONTHS ENDEDAPRIL 30,2007
    
    2006Options excluded
    
    
    15,385,052
    
    
    
    14,112,294
          11




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Quarter Ended April 30, 2006Multi-Modal
    
    Retail Certification
    
    Combined(In thousands)Revenue
    
    $
    52,922
    
    
    $
    1,731
    
    
    $
    54,653Net income
    
    $
    3,980
    
    
    $
    73
    
    
    $
    4,053
  THREE MONTHS ENDEDAPRIL 30,2007
    
    
    2006Revenue:United States
    
    $
    43,819
    
    
    $
    42,864United Kingdom
    
    
    6,941
    
    
    
    6,061Canada
    
    
    2,553
    
    
    
    2,361Europe, excluding UK
    
    
    393
    
    
    
    523Australia/New Zealand
    
    
    2,762
    
    
    
    2,238Other
    
    
    672
    
    
    
    606Total revenue
    
    $
    57,140
    
    
    $
    54,653
    APRIL 30, 2007
    
    
    JANUARY 31, 2007Course development fees
    
    
    1,775
    
    
    
    1,860Professional fees
    
    
    2,299
    
    
    
    2,639Accrued payables
    
    
    380
    
    
    
    415Accrued miscellaneous taxes
    
    
    377
    
    
    
    385Accrued merger related costs*
    
    
    1,915
    
    
    
    1,892Sales tax payable/VAT payable
    
    
    2,967
    
    
    
    4,405Accrued royalties
    
    
    3,830
    
    
    
    3,693Accrued litigation settlements
    
    
    
    
    
    
    15,250Accrued restructuring
    
    
    528
    
    
    
    659Other accrued liabilities
    
    
    2,576
    
    
    
    4,229Total accrued expenses
    
    $
    16,647
    
    
    $
    35,427
 
 *
    
    Includes $1,406 and $1,188 of accrued payroll income taxes in April 30, 2007 and January 31,
2007, respectively. 12




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The Fair
Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB
Statement No. 115.
   
   13




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14




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®
   Accounting for Uncertainty in
Income Taxes Accounting for Income Taxes. Accounting for Contingencies.
 15




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Three Months Ended April 30,Dollar
    
    
    Percent Change
    
    
    PercentageIncrease/(Decrease)
    
    
    Increase/(Decrease)
    
    
    of Revenue2006/2007
    
    
    2006/2007
    
    
    2007
    
    
    2006(In thousands)Revenue
    
    $
    2,487
    
    
    
    5
    %
    
    
    100
    %
    
    
    100
    %Cost of revenue
    
    
    377
    
    
    
    6
    %
    
    
    12
    %
    
    
    12
    %Cost of revenue  amortization of intangible assets
    
    
    (1,534
    )
    
    
    (89
    )%
    
    
    
    
    
    
    3
    %Gross profit
    
    
    3,644
    
    
    
    8
    %
    
    
    88
    %
    
    
    85
    %Research and development
    
    
    277
    
    
    
    3
    %
    
    
    18
    %
    
    
    18
    %Selling and marketing
    
    
    (709
    )
    
    
    (3
    )%
    
    
    39
    %
    
    
    43
    %General and administrative
    
    
    (152
    )
    
    
    (2
    )%
    
    
    12
    %
    
    
    13
    %Amortization of intangible assets
    
    
    163
    
    
    
    39
    %
    
    
    1
    %
    
    
    1
    %Restructuring
    
    
    34
    
    
    
    *
    
    
    
    
    
    
    
    Restatement  SEC investigation
    
    
    620
    
    
    
    246
    %
    
    
    2
    %
    
    
    Total operating expenses
    
    
    233
    
    
    
    1
    %
    
    
    72
    %
    
    
    75
    %Operating income
    
    
    3,411
    
    
    
    64
    %
    
    
    15
    %
    
    
    10
    %Other income/(expense), net
    
    
    (36
    )
    
    
    *
    
    
    
    
    
    
    
    Interest income
    
    
    696
    
    
    
    86
    %
    
    
    3
    %
    
    
    1
    %Interest expense
    
    
    15
    
    
    
    (23
    )%
    
    
    
    
    
    
    Income before provision for income taxes
    
    
    4,086
    
    
    
    68
    %
    
    
    18
    %
    
    
    11
    %Provision for income taxes
    
    
    650
    
    
    
    33
    %
    
    
    5
    %
    
    
    4
    %Net income
    
    $
    3,436
    
    
    
    85
    %
    
    
    13
    %
    
    
    7
    %
 
 *
    
    Not meaningful  QUARTERS ENDED APRIL 30,(IN THOUSANDS)
    
    2007
    
    
    2006
    
    
    CHANGERevenue:Multi-Modal Learning
    
    $
    56,927
    
    
    $
    52,922
    
    
    $
    4,005Retail Certification
    
    
    213
    
    
    
    1,731
    
    
    
    (1,518
    )Total
    
    $
    57,140
    
    
    $
    54,653
    
    
    $
    2,487
  16




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QUARTERS ENDED APRIL 30,(IN THOUSANDS)
    
    2007
    
    
    2006
    
    
    CHANGERevenue:United States
    
    $
    43,819
    
    
    $
    42,864
    
    
    $
    955International
    
    
    13,321
    
    
    
    11,789
    
    
    
    1,532Total
    
    $
    57,140
    
    
    $
    54,653
    
    
    $
    2,487
           17




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Payments Due by PeriodLess Than
    
    
    1-3
    
    
    3-5
    
    
    More ThanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsOperating Lease Obligations
    
    $
    29,677
    
    
    $
    5,142
    
    
    $
    8,290
    
    
    $
    3,144
    
    
    $
    13,101
      19




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SEC Investigations
  
   21




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22




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23




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
    
    the size and timing of new/renewal agreements and upgrades;
    
    royalty rates;
    
    the announcement, introduction and acceptance of new products, product enhancements and
technologies by us and our competitors;
    
    the mix of sales between our field sales force, our other direct sales channels and our telesales channels;
    
    general conditions in the U.S. or the international economy;
    
    the loss of significant customers;
    
    delays in availability of new products;
    
    product or service quality problems;
    
    seasonality  due to the budget and purchasing cycles of our customers, we expect our
revenue and operating results will generally be strongest in the second half of our fiscal
year and weakest in the first half of our fiscal year;
    
    the spending patterns of our customers;
    
    litigation costs and expenses, including the costs related to the restatement of the SmartForce financial statements;
    
    non-recurring charges related to acquisitions;
    
    growing competition that may result in price reductions; and
    
    currency fluctuations.
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
    
    Difficulties in integrating the technologies, operations, financial controls and personnel of the acquired company;
    
    Difficulties in retaining or transitioning customers of the acquired company;
    
    Diversion of management time and focus;
    
    The incurrence of unanticipated expenses associated with the acquisition or the
assumption of unknown liabilities or unanticipated financial, accounting or other problems
of the acquired company; and
    
    Accounting charges related to the acquisition, including restructuring charges,
write-offs of in-process research and development costs, and subsequent impairment charges
relating to goodwill or other intangible assets acquired in the transaction.
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
    
    third-party suppliers of instructor-led information technology, business, management and
professional skills education and training;
    
    technology companies that offer learning courses covering their own technology products;
    
    suppliers of computer-based training and e-learning solutions;
    
    internal education, training departments and HR outsourcers of potential customers; and
    
    value-added resellers and network integrators.
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
    
    difficulties or delays in developing and supporting non-English language versions of our products and services;
    
    political and economic conditions in various jurisdictions;
    
    difficulties in staffing and managing foreign subsidiary operations;
    
    longer sales cycles and account receivable payment cycles;
    
    multiple, conflicting and changing governmental laws and regulations;
    
    foreign currency exchange rate fluctuations;
    
    protectionist laws and business practices that may favor local competitors;
    
    difficulties in finding and managing local resellers;
    
    potential adverse tax consequences; and
    
    the absence or significant lack of legal protection for intellectual property rights.
    
    
    our need to educate potential customers about the benefits of our products;
    
    competitive evaluations by customers;
    
    the customers internal budgeting and approval processes;
    
    the fact that many customers view training products as discretionary spending, rather
than purchases essential to their business; and
    
    the fact that we target large companies, which often take longer to make purchasing
decisions due to the size and complexity of the enterprise.
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SKILLSOFT PUBLIC LIMITED COMPANYDate: June 8, 2007
    
    By:
    
    /s/ Thomas J. McDonaldThomas J. McDonaldChief Financial Officer
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2.2
    
    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)).10.1
    
    Credit Agreement, dated May 14, 2007, among the Company, SkillSoft
Corporation, as borrower, Credit Suisse, as administrative agent and
collateral agent, Credit Suisse Securities (USA) LLC, as sole
bookrunner and sole lead arranger, Keybank National Association, as
syndication agent, Silicon Valley Bank, as documentation agent, 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)).10.2
    
    Guarantee and Collateral Agreement, dated May 14, 2007, among the
Company 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)).10.3
    
    Summary of Fiscal 2008 Executive Cash Incentive Compensation Program
(incorporated by reference to Exhibit 99.1 to SkillSoft PLCs
Current Report on Form 8-K as filed with the Securities and Exchange
Commission on May 25, 2007 (File No. 000-25674)).31.1
    
    Certification of SkillSoft PLCs Chief Executive Officer pursuant to
Rule 13a-14(a)/Rule 15(d)-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 15(d)-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 herewith. 32