content: <PAGE>   1
  
        As filed with the Securities and Exchange Commission on July 23, 2001
  
                                                        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                                          03062
  NASHUA, NEW HAMPSHIRE 03062
  (Address of Principal Executive Offices)                        (Zip Code)
  
  
                   2001 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
  
                              (Full Title of the Plan)
  
                                  CHARLES E. MORAN
                              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                                          Proposed             Proposed
  Securities to be           Amount to be           Maximum Offering          Maximum
     Registered               Registered             Price Per Share    Aggregate Offering           Amount of
                                                                               Price              Registration Fee
  ------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                       <C>                  <C>                         <C>
  Common Stock,
  $0.001 par value           50,000 shares             $30.90 (1)           $1,545,000 (1)              $387
  per share
  ==================================================================================================================
  </TABLE>
  
   (1)     Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the Nasdaq National Market on
           July 17, 2001.
  
  
  <PAGE>   2
  
                                       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 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:
  
       (a) 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.
  
       (b) 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 (a) above.
  
       (c) 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 in this registration statement 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 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.
  
                                        -1-
  
  <PAGE>   3
  
  
       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 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 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
  
                                        -2-
  
  <PAGE>   4
  
  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:
  
            (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
  
                                        -3-
  
  <PAGE>   5
  
  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 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.
  
  
                                        -4-
  
  <PAGE>   6
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, 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 this 23rd day of July, 2001.
  
                                         SKILLSOFT CORPORATION
  
                                         By: /s/ Charles E. Moran
                                             ------------------------
                                             Charles E. Moran
                                             Chief Executive Officer
  
  
  
                                        -5-
  
  <PAGE>   7
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       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 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 on our behalf 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.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
         SIGNATURE                                   TITLE                                     DATE
         ---------                                   -----                                     ----
  
  <S>                                   <C>                                                <C>
  /s/  Charles E. Moran                 President and Chief Executive Officer              July 23, 2001
  ---------------------------           (Principal executive officer)
  Charles E. Moran
  
  
  /s/   Thomas J. McDonald              Chief Financial Officer (Principal                 July 23, 2001
  ---------------------------           financial and accounting officer)
  Thomas J. McDonald
  
  
  /s/  James Adkisson                   Director                                           July 20, 2001
  ---------------------------
  James Adkisson
  
  
  /s/  C. Samantha Chen                 Director                                           July 20, 2001
  ---------------------------
  C. Samantha Chen
  
  
  /s/  William T. Coleman               Director                                           July 20, 2001
  ---------------------------
  William T. Coleman III
  
  
  /s/  Stewart K.P. Gross               Director                                           July 23, 2001
  ---------------------------
  Stewart K.P. Gross
  
  /s/  John J. Neuhauser                Director                                           July 20, 2001
  ---------------------------
  John J. Neuhauser
  </TABLE>
  
  
                                        -6-
  
  <PAGE>   8
  
  
                                  INDEX TO EXHIBITS
  
  Number       Description
  ------       -----------
  
  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, counsel to the Registrant
  
  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 on 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
       (File No. 0-28823) and incorporated herein by reference.
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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": "333-65638", "film-number": "1686244"}, "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: 1
  
        As filed with the Securities and Exchange Commission on July 23, 2001
  
                                                        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                                          03062
  NASHUA, NEW HAMPSHIRE 03062
  (Address of Principal Executive Offices)                        (Zip Code)
  
                   2001 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
  
                              (Full Title of the Plan)
  
                                  CHARLES E. MORAN
                              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             Proposed
  Securities to be           Amount to be           Maximum Offering          Maximum
     Registered               Registered             Price Per Share    Aggregate Offering           Amount of
                                                                               Price              Registration Fee
  ------------------------------------------------------------------------------------------------------------------
  Common Stock,
  $0.001 par value           50,000 shares             $30.90 (1)           $1,545,000 (1)              $387
  per share
  ==================================================================================================================
  (1)     Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the Nasdaq National Market on
           July 17, 2001.
  2
  
                                       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 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:
  
       (a) 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.
  
       (b) 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 (a) above.
  
       (c) 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 in this registration statement 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 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.
  
                                        -1-
  3
  
       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 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 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
  
                                        -2-
  4
  
  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:
  
            (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
  
                                        -3-
  5
  
  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 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.
  
                                        -4-
  6
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, 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 this 23rd day of July, 2001.
  
                                         SKILLSOFT CORPORATION
  
                                         By: /s/ Charles E. Moran
                                             ------------------------
                                             Charles E. Moran
                                             Chief Executive Officer
  
                                        -5-
  7
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       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 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 on our behalf 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.
  
       Pursuant to the requirements of the Securities Act of 1933, 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                 President and Chief Executive Officer              July 23, 2001
  ---------------------------           (Principal executive officer)
  Charles E. Moran
  
  /s/   Thomas J. McDonald              Chief Financial Officer (Principal                 July 23, 2001
  ---------------------------           financial and accounting officer)
  Thomas J. McDonald
  
  /s/  James Adkisson                   Director                                           July 20, 2001
  ---------------------------
  James Adkisson
  
  /s/  C. Samantha Chen                 Director                                           July 20, 2001
  ---------------------------
  C. Samantha Chen
  
  /s/  William T. Coleman               Director                                           July 20, 2001
  ---------------------------
  William T. Coleman III
  
  /s/  Stewart K.P. Gross               Director                                           July 23, 2001
  ---------------------------
  Stewart K.P. Gross
  
  /s/  John J. Neuhauser                Director                                           July 20, 2001
  ---------------------------
  John J. Neuhauser
  -6-
  8
  
                                  INDEX TO EXHIBITS
  
  Number       Description
  ------       -----------
  
  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, counsel to the Registrant
  
  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 on 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
       (File No. 0-28823) and incorporated herein by reference.