UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Sharlyn C. Heslam Berkshire Partners LLC 200 Clarendon St., 35th Floor Boston, MA 02116 (617) 227-0050 | Jane D. Goldstein Ropes & Gray LLP One International Place Boston, MA 02110 (617) 951-7000 |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 830928107 |
1 | NAMES OF REPORTING PERSONS SSI Investments III Limited | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Republic of Ireland | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 24,495,869 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
24,495,8691 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
24.7%2 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
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• | the Scheme (as defined in Item 4) lapses for want of the requisite majorities on the resolutions (save as a result of the breach by Columbia of its Voting Undertaking) or is withdrawn at the request of SSI Investments; | ||
• | the Transaction Agreement is terminated by either party thereto in accordance with its terms without breach on the part of SkillSoft; | ||
• | a higher competing offer (as defined in Columbia’s Voting Undertaking) is announced or a higher competing offer is made following termination of the Transaction Agreement in accordance with its terms without breach on the part of SkillSoft; | ||
• | the directors of SkillSoft withdraw their recommendation to shareholders of SkillSoft to vote in favor of the Scheme following termination of the Transaction Agreement in accordance with its terms without breach on the part of SkillSoft; | ||
• | the Scheme does not become effective by July 16, 2010 (or such later date as SkillSoft and SSI Investments agree, with the consent of the Irish regulatory authorities); | ||
• | the High Court of Ireland (the “High Court”) declines or refuses to sanction the Scheme, unless SkillSoft and SSI Investments agree that the decision of the High Court shall be appealed and, if so appealed, a final non-appealable order, decree, judgment, or ruling has been issued; or | ||
• | SSI Investments announces that it will not proceed to make the Acquisition (as defined in Item 4). |
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• | the Scheme lapses or is withdrawn; | ||
• | the Transaction Agreement is terminated by either party thereto; | ||
• | a higher competing offer (as defined in the form of affirmation of Voting Undertakings) is announced or a higher competing offer is made; | ||
• | the Scheme does not become effective by July 16, 2010 (or such later date as SkillSoft and SSI Investments agree, with (if required) the consent of the Irish regulatory authorities); | ||
• | the resolutions in favor of the Transaction Agreements are not passed; | ||
• | the board of SkillSoft withdraws its recommendation to SkillSoft securityholders to vote in favor of the Scheme; | ||
• | the High Court declines or refuses to sanction the Scheme, unless SkillSoft and SSI Investments agree that the decision of the High Court will be appealed and, if so appealed, a final non-appealable order, decree, judgment, or ruling has been issued; or | ||
• | SSI Investments announces that it will not proceed to make the Acquisition. |
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Number of Shares: | Number of Shares: | |||||||||||||||||||
Aggregate Number of | Number of Shares: | Shared Power to | Sole or Shared | Approximate | ||||||||||||||||
Reporting Person | Shares* | Sole Power to Vote | Vote* | Power to Dispose | Percentage** | |||||||||||||||
SSI Investments | 24,495,869 | 0 | 24,495,869 | 0 | 24.7 | % |
* | Includes 20,489,000 Common Shares owned by Columbia; 280,944 Common Shares owned by Stockbridge and Stockbridge Partners; and 3,725,925 Common Shares owned by members of the board of SkillSoft and others and Common Shares that are issuable upon the exercise of outstanding vested stock options held by members of the board of SkillSoft and others. | |
** | Based upon 95,330,356 ordinary shares, comprised of (a) 5,276 ordinary shares outstanding as of April 8, 2010 and (b) 95,325,080 ordinary shares represented by ADSs, as reported in the Issuer’s Preliminary Proxy Statement filed with the SEC on April 9, 2010. |
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SSI INVESTMENTS III LIMITED | ||||
By: | /s/ Michael C. Ascione | |||
Name: | Michael C. Ascione | |||
Title: | Director |
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Name | Present Principal Occupation or Employment and Business Address | |
Michael C. Ascione | Director of SSI Pooling GP, SSI I, SSI II and SSI Investments; Manager of Luxco I and Luxco II; Managing Director of Berkshire Partners. The business address of Mr. Ascione is c/o Berkshire Partners, 200 Clarendon Street, 35th Floor, Boston, Massachusetts 02116. | |
Cedric Carnoye | Manager of Luxco I and Luxco II. The business address of Mr. Carnoye is 65, Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, Grand Duchy of Luxembourg. | |
Hugo Froment | Manager of Luxco I and Luxco II. The business address of Mr. Froment is 65, Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, Grand Duchy of Luxembourg. | |
Imelda Shine | Director and Secretary of SSI I, SSI II and SSI Investments. The business address of Ms. Shine is Block 3, The Harcourt Centre, Harcourt Road, Dublin 2, Ireland. | |
Mark Commins | Director of SSI I, SSI II and SSI Investments. The business address of Mr. Commins is Block 3, The Harcourt Centre, Harcourt Road, Dublin 2, Ireland. | |
Timothy R. Franks | Director of SSI Investments and Managing Director of Advent. The business address of Mr. Franks is c/o Advent, 375 Park Avenue, New York, New York 10152. | |
David W. Humphrey | Director of SSI Investments and Principal of Bain Capital Partners. The business address of Mr. Humphrey is c/o Bain Capital Partners, 111 Huntington Avenue, Boston, Massachusetts 02199. |
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