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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G. INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13D-1(B) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B)
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Smartforce Public Limited Co.
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(Name of Issuer)
Sponsored ADR
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(Title of Class of Securities)
83170A206
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(CUSIP Number)
Check the following box if a fee is being paid with this statement. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) / /
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
Notes).
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CUSIP No. 83170A206
13G
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO Funds Group, Inc.
IRS Number: 84-0235630
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Delaware, USA
Number of Shares (5) Sole Voting Power
Beneficially 4,133,150
Owned by (6) Shared Voting Power
Each Reporting None
Person With (7) Sole Dispositive Power
4,133,150
(8) Shared Dispositive Power
None
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
4,133,150
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
7.420%
(12) Type of Reporting Person (See Instructions)
I.A.
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ITEM 1 (a) NAME OF ISSUER:
Smartforce Public Limited Co.
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
900 Chesapeake Drive
Redwood City, CA 94063
ITEM 2 (a) NAME OF PERSON(S) FILING:
INVESCO Funds Group, Inc.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
4350 South Monaco Street
Denver, CO 80237
ITEM 2 (c) CITIZENSHIP:
Organized under the laws by the State of Delaware, USA
ITEM 2 (d) TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2 (e) CUSIP NUMBER: 83170A206
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ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B), CHECK
WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act.
(d) / / Investment Company registered under Section 8 of the Investment
Company Act.
(e) /X/ Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
(f) / / Employee Benefit Plan, Pension Fund which is subject to provisions of
Employee Retirement Income Security Act of 1974 or Endowment Fund; see
Rule 13d-1(b)(1)(ii)(F).
(g) / / Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) / / A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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ITEM 4 (a) - (c) OWNERSHIP:
The information in items 1 and 5-11 on the cover page (p 2) of this statement on
Schedule 13G is hereby incorporated by reference.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS / /
Not Applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 31, 2002
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(Date)
/s/ Glen A. Payne
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Glen A. Payne,
as General Counsel for
INVESCO Funds Group, Inc.