-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WzHkiQovJZu7NJx1ncSHRCh5btSiIT+jPQ2eMFcwcqkvj9wFj7ykZnR95sGqMoGs FXNNZijKF2g0uH6XbdgVag== 0000912057-00-007088.txt : 20000225 0000912057-00-007088.hdr.sgml : 20000225 ACCESSION NUMBER: 0000912057-00-007088 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 DATE AS OF CHANGE: 20000224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CBT GROUP PLC CENTRAL INDEX KEY: 0000940181 STANDARD INDUSTRIAL CLASSIFICATION: 7372 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-44469 FILM NUMBER: 545760 BUSINESS ADDRESS: STREET 1: 900 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6508176900 MAIL ADDRESS: STREET 1: 900 CHESAPEAKE DRIVE CITY: REDWOOD CITY ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCCABE WILLIAM G CENTRAL INDEX KEY: 0001106554 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O CBT GROUP PLC STREET 2: DELFIEDL OFFICE PARK CLONSKEAGH CITY: DUBLIN 4 BUSINESS PHONE: 6508175900 MAIL ADDRESS: STREET 1: C/O CBT GROUP PLC STREET 2: DELFIELD OFFICE PARK CLONSKEAGH CITY: DUBLIN 4 SC 13G 1 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ------ CBT Group PLC (trading as SMTF) - - -------------------------------------------------------------------------------- (Name of Issuer) American Depository Shares and Ordinary Shares - - -------------------------------------------------------------------------------- (Title of Class of Securities) 83170A206 ---------------------------------- (CUSIP Number) December 31, 1999 - - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / / Rule 13d-1(c) /X/ Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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. 83170A206 --------- - - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William G. McCabe - - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group (See Instructions) (b) /X/ - - ------------------------------------------------------------------------------- (3) SEC Use Only - - ------------------------------------------------------------------------------- (4) Citizenship or Place of Organization Republic of Ireland - - ------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power Beneficially 1,301,687 Owned by -------------------------------------------------- Each Reporting (6) Shared Voting Power Person With: 2,088,299 -------------------------------------------------- (7) Sole Dispositive Power 1,301,687 -------------------------------------------------- (8) Shared Dispositive Power 2,088,299 - - ------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 3,926,618* - - ------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / - - ------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 8% - - ------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions) IN - - ------------------------------------------------------------------------------- *Includes 536,632 shares issuable upon exercise of options SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, the Commission is authorized to solicit the information required to be supplied by this schedule by certain security holders of certain issuers. Disclosure of the information specified in this schedule is mandatory, except for I.R.S. identification numbers, disclosure of which is voluntary. The information will be used for the primary purpose of determining and disclosing the holdings of certain beneficial owners of certain equity securities. This statement will be made a matter of public record. Therefore, any information given will be available for inspection by any member of the public. Because of the public nature of the information, the Commission can use it for a variety of purposes, including referral to other governmental authorities or securities self-regulatory organizations for investigatory purposes or in connection with litigation involving the Federal securities laws or other civil, criminal or regulatory statutes or provisions. I.R.S. identification numbers, if furnished, will assist the Commission in identifying security holders and, therefore, in promptly processing statements of beneficial ownership of securities. Failure to disclose the information requested by this schedule, except for I.R.S. identification numbers, may result in civil or criminal action against the persons involved for violation of the Federal securities laws and rules promulgated thereunder. GENERAL INSTRUCTIONS A. Statements filed pursuant to Rule 13d-1(b) containing the information required by this schedule shall be filed not later than February 14 following the calendar year covered by the statement or within the time specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant to Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not later than February 14 following the calendar year covered by the statement pursuant to Rules 13d-1(d) and 13d-2(b). B. Information contained in a form which is required to be filed by rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that covered by a statement on this schedule may be incorporated by reference in response to any of the items of this schedule. If such information is incorporated by reference in this schedule, copies of the relevant pages of such form shall be filed as an exhibit to this schedule. C. The items numbers and captions of the items shall be included but the text of the items is to be omitted. The answers to the items shall be so prepared as to indicate clearly the coverage of the items without referring to the text of the items. Answer every item. If an item is inapplicable or the answer is in the negative, so state. - - ------------------------------------------------------------------------------- ITEM 1. (a) Name of Issuer Smartforce PLC (formerly CBT Group PLC) --------------------------------------------------------------------- (b) Address of Issuer's Principal Executive Offices Belfield Office Park, Clonskeagh Dublin 4, IRELAND --------------------------------------------------------------------- ITEM 2. (a) Name of Person Filing William G. McCabe --------------------------------------------------------------------- (b) Address of Principal Business Office or, if none, Residence c/o CBT Group PLC Belfield Office Park, Clonskeagh Dublin 4, IRELAND --------------------------------------------------------------------- (c) Citizenship Republic of Ireland --------------------------------------------------------------------- (d) Title of Class of Securities American Depositary Shares and Ordinary Shares --------------------------------------------------------------------- (e) CUSIP Number 83170A206 --------------------------------------------------------------------- ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) / / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) / / An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F). (g) / / A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). (h) / / A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 3,926,618 --------------------------------------------------------------------------- (b) Percent of class: 8% --------------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 1,301,687 ----------------------------------------------------------------- (ii) Shared power to vote or to direct the vote 2,088,299 ----------------------------------------------------------------- (iii) Sole power to dispose or to direct the disposition of 1,301,687 ----------------------------------------------------------------- (iv) Shared power to dispose or to direct the disposition of 2,088,299 ----------------------------------------------------------------- ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. / / ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. 2,088,299 Shares are held in the name of Peregrine Company Managers Ltd. on behalf of Bentico Trading Ltd., a company controlled by a family trust established by Mr. McCabe. Mr. McCabe disclaims beneficial ownership of these shares held on behalf of Bentico Trading Ltd., within the meaning of Rule 13d-3 of the Exchange Act. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP If a group has filed this schedule pursuant to Section 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Section 240.13d-1(c) or Section 240.13d-1(d), attach an exhibit stating the identity of each member of the group. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. ITEM 10. CERTIFICATION (a) The following certification shall be included if the statement is filed pursuant to section 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. (b) The following certification shall be included if the statement is filed pursuant to section 240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 02/14/00 ---------------------------------------- Date /s/ William G. McCabe ---------------------------------------- Signature N/a ---------------------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----