content: <PAGE>
  
                As filed with the Securities and Exchange Commission
                                 on January 11, 2002
  
                                                           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 No.)
  
                20 Industrial Park Drive, Nashua, New Hampshire 03062
             ----------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                     Books24x7.com, Inc. 1994 Stock Option Plan
               -------------------------------------------------------
                              (Full title of the plan)
  
                                  Charles E. Moran
                                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
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------
  Title of Securities  Amount to be  Proposed Maximum    Proposed            Amount of
  to be Registered     Registered    Offering Price Per  Maximum             Registration
                                     Share (1)           Aggregate           Fee (1)
                                                         Offering Price (1)
  ---------------------------------------------------------------------------------------
  <S>                  <C>           <C>                 <C>                 <C>
  Common Stock,        341,557       $25.94              $8,859,988.58       $2,118
  $0.001 par value     shares
  ---------------------------------------------------------------------------------------
  </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 as
       reported by the Nasdaq National Market on January 7, 2002, in accordance
       with Rules 457(c) and (h) of the Securities Act of 1933, as amended.
  
  
                                        -1-
  <PAGE>
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       Item 1. PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plan covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
       Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       SkillSoft Corporation, a Delaware corporation ("SkillSoft", the "Company"
  or 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 Sections
       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 Sections 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 securities contained in the Registrant's
       registration statement on Form 8-A filed under the Exchange Act, 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 securities offered hereby have
  been sold or which deregisters all securities 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 the 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
  
  
                                        -2-
  <PAGE>
  
  reference herein modified 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.
  
       Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
       Article SEVENTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be personally
  liable to the Registrant or its stockholders for monetary damages for any breach
  of fiduciary duty as a director, except to the extent that the Delaware General
  Corporation Law prohibits the elimination or limitation of liability of
  directors for breach of fiduciary duty.
  
       Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement incurred in connection with any
  litigation or other legal proceeding (other than an action by or in the right of
  the Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which
  
  
                                        -3-
  <PAGE>
  
  such person shall have been adjudged to be liable to the Registrant, unless and
  only to the extent that the Court of Chancery of Delaware determines that,
  despite such adjudication but in view of all of the circumstances, he is
  entitled to indemnification of such expenses. Notwithstanding the foregoing, to
  the extent that a director or officer has been successful, on the merits or
  otherwise, including, without limitation, the dismissal of an action without
  prejudice, he is required to be indemnified by the Registrant against all
  expenses (including attorneys' fees) reasonably incurred in connection
  therewith.
  
       Indemnification is required to be made unless the Registrant determines
  that the applicable standard of conduct required for indemnification has not
  been met. In the event of a determination by the Registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition the court to make an independent determination as to
  whether such person is entitled to indemnification. As a condition precedent to
  the right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
       Expenses shall be advanced to a director or officer at his request, unless
  it is determined that he did not act in good faith and in a manner he reasonably
  believed to be in, or not opposed to, the best interests of the Registrant, and,
  with respect to any criminal action or proceeding had reasonable cause to
  believe that his conduct was unlawful, provided that he undertakes to repay the
  amount advanced if it is ultimately determined that he is not entitled to
  indemnification for such expenses.
  
       The Registrant's Amended and Restated Certificate of Incorporation also
  provides that the indemnification provided therein is not exclusive, and
  provides that in the event that the Delaware General Corporation Law is amended
  to expand the indemnification permitted to directors or officers, the Registrant
  must indemnify those persons to the fullest extent permitted by such law as so
  amended.
  
       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.   ITEM 512(a) OF REGULATION S-K. The undersigned registrant hereby
  undertakes:
  
  
                                        -4-
  <PAGE>
  
            (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; and
  
                 (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; 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 Section 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.   ITEM 512(b) OF REGULATION S-K. 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
  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.   ITEM 512(h) OF REGULATION S-K. 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 Securities and Exchange 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
  
  
                                        -5-
  <PAGE>
  
  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.
  
  
                                        -6-
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended, 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 January 11, 2002.
  
                                            SKILLSOFT CORPORATION
  
                                            By: /s/ Charles E. Moran
                                                -----------------------------
                                                Charles E. Moran
                                                Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of SkillSoft Corporation hereby severally constitute and appoint
  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 filed herewith and any and all subsequent amendments to
  said Registration Statement, and generally to do all such things in our names
  and in our capacities as officers and directors to enable SkillSoft Corporation
  to comply with the provisions of the Securities Act of 1933, as amended, and all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
  
                                        -7-
  <PAGE>
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed below by the following persons in
  the capacities and on the 11th day of January, 2002.
  
  SIGNATURE                          TITLE
  
  
    /s/ Charles E. Moran             President and Chief Executive Officer
  ---------------------------        (Principal Executive Officer)
  Charles E. Moran
  
  
  
    /s/ Thomas J. McDonald           Chief Financial Officer
  ---------------------------        (Principal Financial and Accounting Officer)
  Thomas J. McDonald
  
  
    /s/ James Adkisson               Director
  ---------------------------
  James Adkisson
  
  
    /s/ C. Samantha Chen             Director
  ---------------------------
  C. Samantha Chen
  
  
    /s/ William T. Coleman III       Director
  ---------------------------
  William T. Coleman III
  
  
    /s/ Stewart K.P. Gross           Director
  ---------------------------
  Stewart K.P. Gross
  
    /s/ John J. Neuhauser            Director
  ---------------------------
  John J. Neuhauser
  
  
                                        -8-
  <PAGE>
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
  Number       Exhibit
  -------      -------
  
   4.1(1)      Amended and Restated Certificate of Incorporation of the Registrant
  
   4.2(2)      Amended and Restated By-Laws of the Registrant
  
   5.1         Opinion of Hale and Dorr LLP
  
  23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  23.2         Consent of Arthur Andersen LLP
  
  24.1         Power of Attorney (included in the signature pages of this
               Registration Statement)
  
  -------------------
  
  (1)  Previously filed with the Securities and Exchange Commission as an Exhibit
  to the Registrant's Registration Statement on Form S-1, as amended (File No.
  333-86815)
  
  (2)  Annual Report on Form 10-K/A for the fiscal year ended January 31, 2001 and
  incorporated herein by reference.
  
  
                                        -9-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41623scs-8.txt", "description": "SKILLSOFT CORPORATION", "secsgml_size_bytes": 19275}]
metadata_filer: {"company-data": {"conformed-name": "SKILLSOFT CORP", "cik": "0001094451", "assigned-sic": "7372", "irs-number": "020496115", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76628", "film-number": "2507855"}, "business-address": {"street1": "20 INDUSTRIAL PARK DRIVE", "city": "NASHUA", "state": "NH", "zip": "03062", "phone": "6033243000"}, "mail-address": {"street1": "X", "street2": "X", "city": "X", "state": "MA", "zip": "03062"}}
text: As filed with the Securities and Exchange Commission
                                 on January 11, 2002
  
                                                           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 No.)
  
                20 Industrial Park Drive, Nashua, New Hampshire 03062
             ----------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                     Books24x7.com, Inc. 1994 Stock Option Plan
               -------------------------------------------------------
                              (Full title of the plan)
  
                                  Charles E. Moran
                                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 Securities  Amount to be  Proposed Maximum    Proposed            Amount of
  to be Registered     Registered    Offering Price Per  Maximum             Registration
                                     Share (1)           Aggregate           Fee (1)
                                                         Offering Price (1)
  ---------------------------------------------------------------------------------------
  Common Stock,        341,557       $25.94              $8,859,988.58       $2,118
  $0.001 par value     shares
  ---------------------------------------------------------------------------------------
  (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 as
       reported by the Nasdaq National Market on January 7, 2002, in accordance
       with Rules 457(c) and (h) of the Securities Act of 1933, as amended.
  
                                        -1-
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       Item 1. PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plan covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
       Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       SkillSoft Corporation, a Delaware corporation ("SkillSoft", the "Company"
  or 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 Sections
       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 Sections 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 securities contained in the Registrant's
       registration statement on Form 8-A filed under the Exchange Act, 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 securities offered hereby have
  been sold or which deregisters all securities 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 the 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
  
                                        -2-
  reference herein modified 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.
  
       Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
       Article SEVENTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be personally
  liable to the Registrant or its stockholders for monetary damages for any breach
  of fiduciary duty as a director, except to the extent that the Delaware General
  Corporation Law prohibits the elimination or limitation of liability of
  directors for breach of fiduciary duty.
  
       Article EIGHTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that a director or officer of the Registrant (a) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement incurred in connection with any
  litigation or other legal proceeding (other than an action by or in the right of
  the Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which
  
                                        -3-
  such person shall have been adjudged to be liable to the Registrant, unless and
  only to the extent that the Court of Chancery of Delaware determines that,
  despite such adjudication but in view of all of the circumstances, he is
  entitled to indemnification of such expenses. Notwithstanding the foregoing, to
  the extent that a director or officer has been successful, on the merits or
  otherwise, including, without limitation, the dismissal of an action without
  prejudice, he is required to be indemnified by the Registrant against all
  expenses (including attorneys' fees) reasonably incurred in connection
  therewith.
  
       Indemnification is required to be made unless the Registrant determines
  that the applicable standard of conduct required for indemnification has not
  been met. In the event of a determination by the Registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition the court to make an independent determination as to
  whether such person is entitled to indemnification. As a condition precedent to
  the right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
       Expenses shall be advanced to a director or officer at his request, unless
  it is determined that he did not act in good faith and in a manner he reasonably
  believed to be in, or not opposed to, the best interests of the Registrant, and,
  with respect to any criminal action or proceeding had reasonable cause to
  believe that his conduct was unlawful, provided that he undertakes to repay the
  amount advanced if it is ultimately determined that he is not entitled to
  indemnification for such expenses.
  
       The Registrant's Amended and Restated Certificate of Incorporation also
  provides that the indemnification provided therein is not exclusive, and
  provides that in the event that the Delaware General Corporation Law is amended
  to expand the indemnification permitted to directors or officers, the Registrant
  must indemnify those persons to the fullest extent permitted by such law as so
  amended.
  
       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.   ITEM 512(a) OF REGULATION S-K. The undersigned registrant hereby
  undertakes:
  
                                        -4-
  (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; and
  
                 (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; 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 Section 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.   ITEM 512(b) OF REGULATION S-K. 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
  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.   ITEM 512(h) OF REGULATION S-K. 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 Securities and Exchange 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
  
                                        -5-
  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.
  
                                        -6-
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended, 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 January 11, 2002.
  
                                            SKILLSOFT CORPORATION
  
                                            By: /s/ Charles E. Moran
                                                -----------------------------
                                                Charles E. Moran
                                                Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of SkillSoft Corporation hereby severally constitute and appoint
  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 filed herewith and any and all subsequent amendments to
  said Registration Statement, and generally to do all such things in our names
  and in our capacities as officers and directors to enable SkillSoft Corporation
  to comply with the provisions of the Securities Act of 1933, as amended, and all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
                                        -7-
  Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed below by the following persons in
  the capacities and on the 11th day of January, 2002.
  
  SIGNATURE                          TITLE
  
    /s/ Charles E. Moran             President and Chief Executive Officer
  ---------------------------        (Principal Executive Officer)
  Charles E. Moran
  
    /s/ Thomas J. McDonald           Chief Financial Officer
  ---------------------------        (Principal Financial and Accounting Officer)
  Thomas J. McDonald
  
    /s/ James Adkisson               Director
  ---------------------------
  James Adkisson
  
    /s/ C. Samantha Chen             Director
  ---------------------------
  C. Samantha Chen
  
    /s/ William T. Coleman III       Director
  ---------------------------
  William T. Coleman III
  
    /s/ Stewart K.P. Gross           Director
  ---------------------------
  Stewart K.P. Gross
  
    /s/ John J. Neuhauser            Director
  ---------------------------
  John J. Neuhauser
  
                                        -8-
  EXHIBIT INDEX
                                    -------------
  
  Exhibit
  Number       Exhibit
  -------      -------
  
   4.1(1)      Amended and Restated Certificate of Incorporation of the Registrant
  
   4.2(2)      Amended and Restated By-Laws of the Registrant
  
   5.1         Opinion of Hale and Dorr LLP
  
  23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  23.2         Consent of Arthur Andersen LLP
  
  24.1         Power of Attorney (included in the signature pages of this
               Registration Statement)
  
  -------------------
  
  (1)  Previously filed with the Securities and Exchange Commission as an Exhibit
  to the Registrant's Registration Statement on Form S-1, as amended (File No.
  333-86815)
  
  (2)  Annual Report on Form 10-K/A for the fiscal year ended January 31, 2001 and
  incorporated herein by reference.
  
                                        -9-