As filed with the Securities and Exchange Commission on December 31, 2013
Registration No. 333-91426
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SCIENTIFIC LEARNING CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 94-3234458 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
300 Frank H. Ogawa Plaza, Suite 600
Oakland, California 94612
(510) 444-3500
(Address including zip code, and telephone number, including area code, of principal executive offices)
1999 Employee Stock Purchase Plan
2002 CEO Option Plan
(Full title of the plans)
Robert C. Bowen
Chief Executive Officer and Chairman of the Board
300 Frank H. Ogawa Plaza, Suite 600
Oakland, California 94612
(510) 444-3500
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Christopher J. Brookhart, Esq.
Senior Vice President, and General Counsel
300 Frank H. Ogawa Plaza, Suite 600
Oakland, California 94612
(510) 444-3500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (do not check if smaller reporting company) | Smaller reporting company | x | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form S-8 (the “Registration Statement”) of Scientific Learning Corporation, a Delaware corporation (the “Company”): File No. 333-91426, pertaining to the registration of 820,588 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), for sale under the Company’s 1999 Employee Stock Purchase Plan and 2002 CEO Option Plan (collectively, the “Plans”).
This Post-Effective Amendment No. 1 is being filed to deregister all shares of the Company’s common stock reserved for issuance under the Plans that have not yet been issued. The offering contemplated by the Registration Statement has terminated. Accordingly, the Company hereby withdraws from registration under the Registration Statement the shares of its common stock that have not been issued under the Plans.
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 this Post-Effective Amendment No. 1 toForm S-8 and has duly caused this Post Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakland, State of California, on December 31, 2013.
| Scientific Learning Corporation | ||
| By: | /s/ Robert C. Bowen | |
| Robert C. Bowen | ||
| Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Form S-8 has been duly signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Robert C. Bowen | Chief Executive Officer and Director (Principal Executive Officer) | December 31, 2013 | ||
| Robert C. Bowen | ||||
/s/ Jane A. Freeman | Chief Financial Officer (Principal Financial and Accounting Officer) | December 31, 2013 | ||
| Jane A. Freeman | ||||
/s/ Edward Vermont Blanchard, Jr. | Director | December 31, 2013 | ||
| Edward Vermont Blanchard, Jr. | ||||
/s/ Rodman W. Moorhead III | Director | December 31, 2013 | ||
| Rodman W. Moorhead III | ||||
/s/ Michael A. Moses | Director | December 31, 2013 | ||
| Michael A. Moses | ||||
/s/ Dr. Paula A. Tallal | Director | December 31, 2013 | ||
| Dr. Paula A. Tallal | ||||
/s/ Jeffrey D. Thomas | Director | December 31, 2013 | ||
| Jeffrey D. Thomas | ||||
