UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2008
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 9.01 | Financial Statements, Pro Forma Financial Information and Exhibits. |
(a) | Financial Statements of Business Acquired |
The historical audited financial statements of Soliloquy – A Division of JTT Holdings, Inc. (“Soliloquy”) as of December 31, 2007 and 2006 and for each of the years then ended are filed as Exhibit 99.1 and are incorporated in their entirety into this Item.
(b) | Pro Forma Financial Statements |
The pro forma financial information as of and for the year ended December 31, 2007 is furnished as Exhibit 99.2 and is incorporated in its entirety into the Item by reference.
(d) Exhibits
Exhibit No. | Description |
23.1 | Consent of Vitale, Caturano & Company Ltd., Independent Public Accounting Firm of Soliloquy |
99.1 | Audited financial statements of Soliloquy as of December 31, 2007 and 2006 and for each of the years then ended |
99.2 | Pro forma financial information as of and for the year ended December 31, 2007 |
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.
SCIENTIFIC LEARNING CORPORATION
Date: March 21, 2008 | By: /s/ Linda L. Carloni |
| Title: Vice President and General Counsel |
Exhibit Index
