As filed with the Securities and Exchange Commission on December 31, 2013
Registration No. 333-180927
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORMS-3
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 Registrant’s principal executive offices)
Christopher J. Brookhart, Esq.
Senior Vice President and General Counsel
Scientific Learning Corporation
300 Frank H. Ogawa Plaza, Suite 600
Oakland, California 94612
(510) 444-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven V. Bernard, Esq.
Michael Occhiolini, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.¨
If the Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act of 1933, check the following box.¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act of 1933, check the following box.¨
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 | ||||||
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (Registration No. 333-180927) previously filed by Scientific Learning Corporation, a Delaware corporation (the “Registrant”), on April 25, 2012 (the “Registration Statement”). The Registration Statement registered 6,682,272 shares of common stock, par value $0.001 per share, for sale by the Registrant or resale by any selling stockholders.
In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Registrant hereby amends the Registration Statement to deregister all shares of common stock registered but unsold under the Registration Statement.
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 on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakland, State of California, on the 31st day of December, 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 Registration Statement has been duly signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Robert C. Bowen Robert C. Bowen | Chief Executive Officer and Director (Principal Executive Officer) | December 31, 2013 | ||
/s/ Jane A. Freeman Jane A. Freeman | Chief Financial Officer (Principal Financial and Accounting Officer) | December 31, 2013 | ||
/s/ Edward Vermont Blanchard, Jr. Edward Vermont Blanchard, Jr. | Director | December 31, 2013 | ||
/s/ Rodman W. Moorhead III Rodman W. Moorhead III | Director | December 31, 2013 | ||
/s/ Michael A. Moses Michael A. Moses | Director | December 31, 2013 | ||
/s/ Dr. Paula A. Tallal Dr. Paula A. Tallal | Director | December 31, 2013 | ||
/s/ Jeffrey D. Thomas Jeffrey D. Thomas | Director | December 31, 2013 | ||
