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EX-99.1 - EX-991 - SSI Investments II Ltdex-991.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 17, 2012
 
 
 
 
SSI INVESTMENTS II LIMITED
 
 
(Exact name of registrant as specified in its charter)
 
 
 

Republic of Ireland
 
333-169857
 
None
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

107 Northeastern Boulevard
Nashua, New Hampshire 03062
(Address of principal executive offices) (Zip Code)
 
 
(603) 324-3000
(Registrant’s telephone number, including area code)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 

Item 7.01.                      Other Events

This Current Report on Form 8-K (the “Current Report”) is being furnished to disclose certain information that SSI Investments II Limited (“SSI II”) and/or one or more of its subsidiaries will provide to prospective debt financing sources that are expected to provide a portion of the financing for the proposed transaction in which Skillsoft Ireland Limited, an indirect subsidiary of SSI II, has made an offer to purchase the entire issued and to be issued share capital of ThirdForce Group plc (the “Acquisition”)

Forward-looking statements

From time to time, including in this Current Report and the exhibit furnished herewith, we may make forward-looking statements relating to, among other things, such matters as anticipated financial performance, business outlook and prospects, strategy, plans, regulatory, market and industry trends, expected levels of liquidity over the next 12 months and similar matters. The Private Securities Litigation Reform Act of 1995 and federal securities laws provides a safe harbor for forward-looking statements. We note that a variety of factors, including known and unknown risks and uncertainties as well as incorrect assumptions, could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The factors that may affect the operations, performance, development and results of our business include those discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2012 as filed with the SEC on April 30, 2012.

You should keep in mind that any forward-looking statement made by SSI II herein, or elsewhere, speaks only as of the date on which made. SSI II expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in SSI II’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.                      Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished as part of this Current Report on Form 8-K.

No.                      Description

99.1                      Certain Information to Be Provided to Prospective Debt Financing Sources.



 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
SSI Investments II Limited
 
Date:  September 17, 2012
By:  __/s/ Charles E. Moran__________________
 
Name:  Charles E. Moran
Title:  President and Chief Executive Officer
 



 
 

 

EXHIBIT INDEX

No.                      Description

99.1                      Certain Information to Be Provided to Prospective Debt Financing Sources.