UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2005
SCIENTIFIC LEARNING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-24547
(Commission File No.)
| 94-3234458
(IRS Employer Identification No.) |
300 Frank Ogawa Plaza, Suite 600
Oakland, CA 94612
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (510) 444-3500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| |_| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |_| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |_| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
| |_| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 24, 2005, the Board of Directors (the “Board”) of Scientific Learning Corporation (the “Company”) approved changes in the compensation paid by the Company to the non-employee members of the Board. The Board acted on the recommendation of the Compensation Committee of the Board, which evaluated comparative information relating to director compensation.
A summary of the compensation approved by the Board for the non-employee directors is attached as Exhibit 10.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| 10.1 | Summary of compensation payable to non-employee directors. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: May 25, 2005 | | SCIENTIFIC LEARNING CORPORATION
By: /s/ Linda L. Carloni
——————————————————
Title: Vice President and General Counsel |
EXHIBIT INDEX
