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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:
333-77133
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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 63 of
the Prospectus included in the Registrant's Amendment No. 1 to Form S-1
Registration Statement, No 333-77133, filed with the Securities and Exchange
Commission (the "Commission") on May 28, 1999 (the "Amended Registration
Statement"), and is incorporated herein by reference. The initial Form S-1
Registration Statement, No. 333-77133, was filed on April 27, 1999.
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. (2)
5.1 Specimen Certificate for Registrant's Common Stock. (1)
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(1) Filed as an exhibit to the Registration Statement and
incorporated herein by reference.
(2) Filed as an exhibit to the Amended Registration Statement and
incorporated herein by reference.
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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 4, 1999 By: /s/ Sheryle J. Bolton
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Sheryle J. Bolton,
President and Chief Executive
Officer
