The persons named in the enclosed proxy will vote to elect James Adkisson and John J. Neuhauser
as Class III directors, unless authority to vote for the election of the nominees is withheld by marking the proxy to that effect.
Mr. Adkisson and Mr. Neuhauser
are currently Class III directors of SKILLSOFT CORP.
Mr. Adkisson and Mr. Neuhauser
have indicated their willingness to serve, if elected, but should either of them be unable or unwilling to stand for election, proxies may be voted for a substitute nominee designated by the Board of Directors.
...John J. Neuhauser, age 59, has served as director of SKILLSOFT CORP since May 2001.Mr. Neuhauser has been Dean of the Faculty and Academic Vice President of Boston College since 1999.From 1978 to 1999, Mr. Neuhauser was Dean of Boston College's Carroll School of Management.He is presently a director of Saucony, Inc. and all of the mutual funds of the ColonialGroup.
For information relating to shares of common stock owned by each of the directors, see "Security Ownership of Certain Beneficial Owners and Management" below. BOARD AND COMMITTEE MEETINGS The Board of Directors met seven times during the fiscal year ended January 31, 2002.Each director attended at least 75% of the aggregate number of Board and committee meetings held during the fiscal year ended January 31, 2002 that he
was eligible to attend as a director and committee member. The Board of Directors has a standing Audit Committee and Compensation Committee.The Audit Committee of the Board of Directors
is responsible for reviewing the results and scope of audits and other services provided by the Company's independent public accountants and reviewing SKILLSOFT CORP
's system of internal accounting and financial controls.
Adkisson, Coleman and Neuhauser
Adkisson, Coleman, Gross and Neuhauser
, are reimbursed for reasonable out-of-pocket expenses incurred in attending Board and committee meetings.
On May 18, 2001, Mr. Neuhauser
was granted an option to purchase 40,000 shares of common stock at an exercise price of $30.25 per share. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of February 28, 2002 with respect to the beneficial ownership of shares of common stock by each person known to SKILLSOFT CORP
to own beneficially more than 5% of the outstanding shares of common stock; the directors and director nominees; each of the executive officers; and the directors and executive officers as a group. The number of shares beneficially owned by each 5% stockholder, director or executive officer is determined under rules of the Securities and Exchange Commission
(the "SEC").Under such rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also includes any shares which the individual or entity has the right to acquire on or before April 29, 2002 through the exercise of stock options, and any reference in the footnotes to this table to shares subject to stock options refers only to stock options that are so exercisable.For purposes of computing the percentage of outstanding shares of common stock held by each person or entity, any shares which that person or entity has the right to acquire on or before April 29, 2002, are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.Unless otherwise indicated, each person or entity has sole investment and voting power (or shares such power with his
spouse) with respect to the shares set forth in the following table.
...John J. Neuhauser