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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Scientific Learning Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 94-3234458
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1995 University Avenue, Suite 400, Berkeley, CA 94704
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. / /
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following. /X/
Securities Act registration statement number to which this form
relates: 333-56545
(if applicable)
1.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is contained
in the section entitled "Description of Capital Stock," commencing at page 54 of
the Prospectus included in the Registrant's Form S-1 Registration Statement,
No 333-56545, filed with the Securities and Exchange Commission (the
"Commission") on June 10, 1998 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Restated Certificate of Incorporation of the
Registrant. (1)
4.2 Form of Amended and Restated Bylaws of the Registrant. (1)
5.1 Specimen Certificate for Registrant's Common Stock. (2)
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(1) Filed as an exhibit to the Registration Statement and incorporated
herein by reference.
(2) To be filed as an exhibit to Amendment No. 1 to the Registration
Statement and incorporated herein by reference.
2.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
SCIENTIFIC LEARNING CORPORATION
(Registrant)
Date: June 30, 1998 By: /s/ Sheryle J. Bolton
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Sheryle J. Bolton,
President and Chief Executive
Officer
3.
