Filed by Centra Software, Inc.
pursuant to Rule 425 under the
Securities Act of 1933, as amended
and deemed filed pursuant to Rule
14a-12 under the Securities
Exchange Act of 1934, as amended
Subject Company:
Centra Software, Inc.
Commission File No. 000-27861
Press Release Regarding the Merger of
SmartForce PLC and Centra Software, Inc.
This filing is made to publish a press release issued on January 16, 2002.
Centra to Meet Fourth Quarter Revenue and Earnings Targets
LEXINGTON, Mass.--(BUSINESS WIRE)--Jan. 16, 2002--Centra Software, Inc. (NASDAQ:
CTRA) , the world's leading provider of business software solutions for
eLearning and collaboration, today announced that it expects to meet previously
announced targets for the Company's fourth quarter 2001 revenues and earnings
per share.
Centra expects to report revenues of approximately $11.0 million, in line with
the company's previously announced target of between $11.0 million and $11.3
million. Centra also expects to report a fourth quarter net loss on a pro forma
basis, excluding non-cash stock-based compensation expense, amortization of
goodwill and other intangible assets, of $0.08 per share, exceeding analysts
consensus estimates of a pro forma net loss of $0.09 per share. Centra expects
to report a fourth quarter net loss on a GAAP basis of $0.10 per share.
The company also expects to report 84 percent gross margins, 4 basis points
higher than the third quarter. Additionally, Centra grew its customer base by 97
new accounts, bringing the company's total number of customers to 775.
"Demand for Centra's solutions has continued to grow, as evidenced by the record
number of new customers signed in the quarter," said Leon Navickas, Chairman and
Chief Executive Officer of Centra. "We are seeing a rise in activity worldwide,
which is driven by growing interest in high-return applications of e-Learning
and collaboration, and we continue to target significant revenue and earnings
growth for 2003."
In a separate release today, Centra announced that it has entered into a
definitive agreement to be acquired by SmartForce (NASDAQ: SMTF) in a stock
merger in which each outstanding share of common stock of Centra will be
exchanged for 0.425 American Depositary Shares of SmartForce. The merger is
subject to approval by the stockholders of both companies and to other customary
closing consitions, including regulatory approval. The acquisition, as well as
preliminary fourth quarter results, will be discussed on a conference call today
at 5:00 pm ET. The call will be open to all investors and will be simultaneously
Webcast over the Internet at http://www.shareholder.com/smtf/medialist.cfm
Centra will report its detailed fourth quarter results on January 24, 2002 at
5:30 pm ET.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
SmartForce intends to file a registration statement on Form S-4 in connection
with the transaction, and SmartForce and Centra intend to mail a joint proxy
statement/prospectus to their respective stockholders in connection with the
transaction. Investors and security holders of SmartForce and Centra are urged
to read the joint proxy statement/prospectus when it becomes available because
it will contain important information about SmartForce, Centra and the
transaction. Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus (when it is available) at the SEC's web site at
WWW.SEC.GOV. A free copy of the joint proxy statement/prospectus may also be
obtained (when it is available) from SmartForce or Centra. In addition to the
registration statement on form S-4 to be filed by SmartForce in connection with
the transaction, and the joint proxy statement/prospectus to be mailed to the
stockholders of SmartForce and Centra in connection with the transaction, each
of SmartForce and Centra file annual, quarterly and special reports, proxy and
information statements, and other information with the SEC. Investors may read
and copy any of these reports, statements and other information at the SEC's
public reference rooms located at 450 5th Street, N.W., Washington, D.C., 20549,
or any of the SEC's other public reference rooms. Investors should call the SEC
at 1-800-SEC-0330 for further information on these public reference rooms. The
reports, statements and other information filed by SmartForce and Centra with
the SEC are also available for free at the SEC's web site at WWW.SEC.GOV. A free
copy of these reports, statements and other information may also be obtained
from SmartForce or Centra.
SmartForce's executive officers and directors may be deemed to be participants
in the solicitation of proxies from the stockholders of Centra and SmartForce in
favor of the Merger. The other executive officers and directors of SmartForce
who may be participants in the solicitation of proxies in connection with the
Merger have not been determined as of the date of this filing. A description of
the interests of SmartForce's executive officers and directors in SmartForce is
set forth in the proxy statement for SmartForce's 2001 Annual Meeting of
Stockholders, which was filed with the SEC on June 15, 2001. Investors and
security holders may obtain more detailed information regarding the direct and
indirect interests of SmartForce's executive officers and directors in the
Merger by reading the preliminary joint proxy statement/prospectus filed with
the SEC when it becomes available.
Centra's executive officers and directors may be deemed to be participants in
the solicitation of proxies from the stockholders of Centra and SmartForce in
favor of the Merger. The other executive officers and directors of Centra who
may be participants in the solicitation of proxies in connection with the Merger
have not been determined as of the date of this filing. A description of the
interests of Centra's executive officers and directors in Centra is set forth in
the proxy statement for Centra's 2001 Annual Meeting of Stockholders, which was
filed with the SEC on March 30, 2001. Investors and security holders may obtain
more detailed information regarding the direct and indirect interests of
Centra's executive officers and directors in the Merger by reading the
preliminary joint proxy statement/prospectus filed with the SEC when it becomes
available.
--------------------
Contact:
Centra Software
Steve Johnson, 781-994-1044
sjohnson@centra.com
or
Centra Software
Ellen Slaby, 781-994-1068
eslaby@centra.com
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