content: <PAGE>   1
  
     As filed with the Securities and Exchange Commission on February 17, 2000
                                                    Registration No. 333-_________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                SKILLSOFT CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
              Delaware                                           02-0496115
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                           Identification Number)
  
  20 Industrial Park Drive, Nashua, New Hampshire                  03062
     (Address of Principal Executive Offices)                    (Zip Code)
  
  
                              1998 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
  
                                  CHARLES E. MORAN
                        President and Chief Executive Officer
                                Skillsoft Corporation
                              20 Industrial Park Drive
                            Nashua, New Hampshire, 03062
                       (Name and Address of Agent for Service)
  
                                   (603) 324-3000
            (Telephone Number, Including Area Code, of Agent for Service)
  
  <TABLE>
  <CAPTION>
  
                                      CALCULATION OF REGISTRATION FEE
  ============================================================================================================
             Title of                                 Proposed Maximum     Proposed Maximum
            Securities                  Amount            Offering            Aggregate            Amount of
              to be                      to be             Price              Offering           Registration
            Registered                 Registered        Per Share              Price                Fee
  ------------------------------------------------------------------------------------------------------------
  <S>                               <C>                    <C>               <C>                     <C>
  
  Common Stock, $.001 par value     1,621,247 shares       $14.47(1)         $23,459,444(1)          $6,194
  ============================================================================================================
  </TABLE>
  
  (1)  Estimated solely for the purpose of calculating the registration fee, and
       based on the average of the high and low prices of the Common Stock on the
       Nasdaq National Market on February 16, 2000 in accordance with Rules 457(c)
       and 457(h) under the Securities Act of 1933.
  
  
  <PAGE>   2
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
         The information required by Part I is included in documents sent or given
  to participants in the Registrant's 1998 Stock Incentive Plan (the "Plan")
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
         Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
                The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
                (1)    The Registrant's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
         filed pursuant to Rule 424(b) under the Securities Act that contains
         audited financial statements for the Registrant's latest fiscal year for
         which such statements have been filed.
  
                (2)    All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         document referred to in (1) above.
  
                (3)    The description of the common stock of the Registrant,
         $.001 par value per share (the "Common Stock"), contained in the
         Registration Statement on Form 8-A filed by the Registrant with the
         Commission on January 10, 2000, including any amendment or report filed
         for the purpose of updating such description.
  
                All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
         Item 4. DESCRIPTION OF SECURITIES
  
                 Not applicable.
  
         Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                 Not applicable.
  
  
  <PAGE>   3
         Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                The Delaware General Corporation Law and the Registrant's Amended
  and Restated Certificate of Incorporation provide for indemnification of the
  Registrant's directors and officers for liabilities and expenses that they may
  incur in such capacities. In general, directors and officers are indemnified
  with respect to actions taken in good faith in a manner reasonably believed to
  be in, or not opposed to, the best interests of the Registrant and, with respect
  to any criminal action or proceeding, actions that the indemnitee had no
  reasonable cause to believe were unlawful.
  
                In addition, the Registrant has purchased a directors and officers
  liability insurance policy.
  
         Item 7. EXEMPTION FROM REGISTRATION CLAIMED
  
                 Not applicable.
  
         Item 8. EXHIBITS
  
                 The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
  
         Item 9. UNDERTAKINGS
  
              1. The undersigned Registrant hereby undertakes:
  
                 (1)   To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:
  
                       (i)    To include any prospectus required by Section
                10(a)(3) of the Securities Act;
  
                       (ii)   To reflect in the prospectus any facts or events
                arising after the effective date of the Registration Statement (or
                the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in volume
                of securities offered (if the total dollar value of securities
                offered would not exceed that which was registered) and any
                deviation from the low or high end of the estimated maximum
                offering range may be reflected in the form of prospectus filed
                with the Commission pursuant to Rule 424(b) if, in the aggregate,
                the changes in volume and price represent no more than 20 percent
                change in the maximum aggregate offering price set forth in the
                "Calculation of Registration Fee" table in the effective
                Registration Statement;
  
                       (iii)  To include any material information with respect to
                the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such information
                in the Registration Statement;
  
  
  
  <PAGE>   4
         provided, however, that paragraphs (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or furnished
         to the Commission by the Registrant pursuant to Section 13 or 15(d) of
         the Exchange Act that are incorporated by reference in the Registration
         Statement.
  
                (2)    That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed to
         be a new Registration Statement relating to the securities offered
         therein, and the offering of such securities at that time shall be deemed
         to be the initial bona fide offering thereof.
  
                (3)    To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
  
         2.     The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the Registration Statement shall be deemed to be a new Registration
  Statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
         3.     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
  <PAGE>   5
                                     SIGNATURES
  
         Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Nashua, New Hampshire on February 17, 2000.
  
  
  
                                         SKILLSOFT CORPORATION
  
  
  
                                         By: /s/ Charles E. Moran
                                             -------------------------------------
                                             Charles E. Moran
                                             President and Chief Executive Officer
  
  
  
  
                                  POWER OF ATTORNEY
  
         We, the undersigned officers and directors of Entrust Technologies Inc.
  hereby severally constitute Charles E. Moran, Thomas J. McDonald and Patrick J.
  Rondeau, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable SkillSoft Corporation to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
         Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  
        Signature                    Title                             Date
        ---------                    -----                             ----
  
  /s/ Charles E. Moran         Chairman of the Board,            February 17, 2000
  --------------------------   President and Chief Executive
  Charles E. Moran             Officer (Principal Executive
                               Officer)
  
  
  /s/ Thomas J. McDonald       Chief Financial Officer,          February 17, 2000
  --------------------------   Vice President, Operations,
  Thomas J. McDonald           Treasurer and Secretary
                               (Principal Financial and
                               Accounting Officer)
  
  
  
  
  <PAGE>   6
  
  /s/ James Adkisson           Director                          February 17, 2000
  --------------------------
  James Adkisson
  
  
  /s/ C. Samantha Chen         Director                          February 17, 2000
  --------------------------
  C. Samantha Chen
  
  
  /s/ William T. Coleman       Director                          February 17, 2000
  --------------------------
  William T. Coleman
  
  
  /s/ Stewart K.P. Gross       Director                          February 17, 2000
  --------------------------
  Stewart K.P. Gross
  
  
  
  
  
  <PAGE>   7
  
                                    EXHIBIT INDEX
  
  
   Exhibit
   Number                             Description
   ------                             -----------
  
      4       Specimen Certificate of Common Stock, $.001 par value per share, of
              the Registrant is incorporated herein by reference to the
              Registrant's Registration Statement on Form S-1 (File No. 333-86815)
  
      5       Opinion of Hale and Dorr LLP
  
     23.1     Consent of Hale and Dorr LLP (included in Exhibit 5)
  
     23.2     Consent of Arthur Andersen LLP
  
     24       Power of Attorney (included in the signature page of this
              Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "SKILLSOFT CORPORATION", "secsgml_size_bytes": 15085}]
metadata_filer: {"company-data": {"conformed-name": "SKILLSOFT CORP", "cik": "0001094451", "assigned-sic": "7372", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30618", "film-number": "548542"}, "business-address": {"street1": "20 INDUSTRIAL PARK DRIVE", "city": "NASHUA", "state": "NH", "zip": "03062", "phone": "6033243000"}}
text: 1
  
     As filed with the Securities and Exchange Commission on February 17, 2000
                                                    Registration No. 333-_________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                SKILLSOFT CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
              Delaware                                           02-0496115
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                           Identification Number)
  
  20 Industrial Park Drive, Nashua, New Hampshire                  03062
     (Address of Principal Executive Offices)                    (Zip Code)
  
                              1998 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                  CHARLES E. MORAN
                        President and Chief Executive Officer
                                Skillsoft Corporation
                              20 Industrial Park Drive
                            Nashua, New Hampshire, 03062
                       (Name and Address of Agent for Service)
  
                                   (603) 324-3000
            (Telephone Number, Including Area Code, of Agent for Service)
  CALCULATION OF REGISTRATION FEE
  ============================================================================================================
             Title of                                 Proposed Maximum     Proposed Maximum
            Securities                  Amount            Offering            Aggregate            Amount of
              to be                      to be             Price              Offering           Registration
            Registered                 Registered        Per Share              Price                Fee
  ------------------------------------------------------------------------------------------------------------
  Common Stock, $.001 par value     1,621,247 shares       $14.47(1)         $23,459,444(1)          $6,194
  ============================================================================================================
  (1)  Estimated solely for the purpose of calculating the registration fee, and
       based on the average of the high and low prices of the Common Stock on the
       Nasdaq National Market on February 16, 2000 in accordance with Rules 457(c)
       and 457(h) under the Securities Act of 1933.
  2
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
         The information required by Part I is included in documents sent or given
  to participants in the Registrant's 1998 Stock Incentive Plan (the "Plan")
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
         Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
                The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
                (1)    The Registrant's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
         filed pursuant to Rule 424(b) under the Securities Act that contains
         audited financial statements for the Registrant's latest fiscal year for
         which such statements have been filed.
  
                (2)    All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         document referred to in (1) above.
  
                (3)    The description of the common stock of the Registrant,
         $.001 par value per share (the "Common Stock"), contained in the
         Registration Statement on Form 8-A filed by the Registrant with the
         Commission on January 10, 2000, including any amendment or report filed
         for the purpose of updating such description.
  
                All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
         Item 4. DESCRIPTION OF SECURITIES
  
                 Not applicable.
  
         Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                 Not applicable.
  3
         Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                The Delaware General Corporation Law and the Registrant's Amended
  and Restated Certificate of Incorporation provide for indemnification of the
  Registrant's directors and officers for liabilities and expenses that they may
  incur in such capacities. In general, directors and officers are indemnified
  with respect to actions taken in good faith in a manner reasonably believed to
  be in, or not opposed to, the best interests of the Registrant and, with respect
  to any criminal action or proceeding, actions that the indemnitee had no
  reasonable cause to believe were unlawful.
  
                In addition, the Registrant has purchased a directors and officers
  liability insurance policy.
  
         Item 7. EXEMPTION FROM REGISTRATION CLAIMED
  
                 Not applicable.
  
         Item 8. EXHIBITS
  
                 The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
  
         Item 9. UNDERTAKINGS
  
              1. The undersigned Registrant hereby undertakes:
  
                 (1)   To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:
  
                       (i)    To include any prospectus required by Section
                10(a)(3) of the Securities Act;
  
                       (ii)   To reflect in the prospectus any facts or events
                arising after the effective date of the Registration Statement (or
                the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in volume
                of securities offered (if the total dollar value of securities
                offered would not exceed that which was registered) and any
                deviation from the low or high end of the estimated maximum
                offering range may be reflected in the form of prospectus filed
                with the Commission pursuant to Rule 424(b) if, in the aggregate,
                the changes in volume and price represent no more than 20 percent
                change in the maximum aggregate offering price set forth in the
                "Calculation of Registration Fee" table in the effective
                Registration Statement;
  
                       (iii)  To include any material information with respect to
                the plan of distribution not previously disclosed in the
                Registration Statement or any material change to such information
                in the Registration Statement;
  4
         provided, however, that paragraphs (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or furnished
         to the Commission by the Registrant pursuant to Section 13 or 15(d) of
         the Exchange Act that are incorporated by reference in the Registration
         Statement.
  
                (2)    That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed to
         be a new Registration Statement relating to the securities offered
         therein, and the offering of such securities at that time shall be deemed
         to be the initial bona fide offering thereof.
  
                (3)    To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
  
         2.     The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the Registration Statement shall be deemed to be a new Registration
  Statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
         3.     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  5
                                     SIGNATURES
  
         Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Nashua, New Hampshire on February 17, 2000.
  
                                         SKILLSOFT CORPORATION
  
                                         By: /s/ Charles E. Moran
                                             -------------------------------------
                                             Charles E. Moran
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
         We, the undersigned officers and directors of Entrust Technologies Inc.
  hereby severally constitute Charles E. Moran, Thomas J. McDonald and Patrick J.
  Rondeau, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable SkillSoft Corporation to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
         Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
        Signature                    Title                             Date
        ---------                    -----                             ----
  
  /s/ Charles E. Moran         Chairman of the Board,            February 17, 2000
  --------------------------   President and Chief Executive
  Charles E. Moran             Officer (Principal Executive
                               Officer)
  
  /s/ Thomas J. McDonald       Chief Financial Officer,          February 17, 2000
  --------------------------   Vice President, Operations,
  Thomas J. McDonald           Treasurer and Secretary
                               (Principal Financial and
                               Accounting Officer)
  6
  
  /s/ James Adkisson           Director                          February 17, 2000
  --------------------------
  James Adkisson
  
  /s/ C. Samantha Chen         Director                          February 17, 2000
  --------------------------
  C. Samantha Chen
  
  /s/ William T. Coleman       Director                          February 17, 2000
  --------------------------
  William T. Coleman
  
  /s/ Stewart K.P. Gross       Director                          February 17, 2000
  --------------------------
  Stewart K.P. Gross
  7
  
                                    EXHIBIT INDEX
  
   Exhibit
   Number                             Description
   ------                             -----------
  
      4       Specimen Certificate of Common Stock, $.001 par value per share, of
              the Registrant is incorporated herein by reference to the
              Registrant's Registration Statement on Form S-1 (File No. 333-86815)
  
      5       Opinion of Hale and Dorr LLP
  
     23.1     Consent of Hale and Dorr LLP (included in Exhibit 5)
  
     23.2     Consent of Arthur Andersen LLP
  
     24       Power of Attorney (included in the signature page of this
              Registration Statement)