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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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SCIENTIFIC LEARNING CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
808760 10 2
(CUSIP Number)
February 14, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 6 pages
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POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
CUSIP No. 808760 10 2 13G Page 2 of 6 Pages
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- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON DR. WILLIAM M. JENKINS
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA
- -------------------------------------------------------------------------------
NUMBER OF SHARES (5) SOLE VOTING POWER 559,722
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH REPORTING (6) SHARED VOTING POWER 0
PERSON WITH:
--------------------------------------------------
(7) SOLE DISPOSITIVE POWER 559,722
--------------------------------------------------
(8) SHARED DISPOSITIVE POWER 0
- -------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 559,722
- -------------------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3%
- -------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON* IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 pages
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INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. NUMBERS OF REPORTING PERSONS - Furnish the full legal
name of each person for whom the report is filed -- i.e., each person
required to sign the schedule itself -- including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G", below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to
check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) CITIZENSHIP OR PLACE OF ORGANIZATION - Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9), (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON,
ETC. - Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place after
decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange
Act 1934.
(12) TYPE OF REPORTING PERSON - Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
<TABLE>
<CAPTION>
CATEGORY SYMBOL
<S> <C>
Broker Dealer................................................ BD
Bank......................................................... BK
Insurance Company............................................ IC
Investment Company........................................... IV
Investment Adviser........................................... IA
Employee Benefit Plan, Pension Fund, or Endowment Fund....... EP
Parent Holding Company/Control Person........................ HC
Savings Association.......................................... SA
Church Plan.................................................. CP
Corporation.................................................. CO
Partnership.................................................. PN
Individual................................................... IN
Other........................................................ OO
</TABLE>
NOTES:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only
be used where the cover page item or items provide all the disclosure
required by the schedule item. Moreover, such a use of a cover page item will
result in the item becoming a part of the schedule and accordingly being
considered as "filed" for purposes of Section 18 of the Securities Exchange
Act or otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules
as to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
Page 3 of 6 pages
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SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g) and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized
to solicit the information required to be supplied by this schedule by
certain security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary.
The information will be used for the primary purpose of determining and
disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.
Because of the public nature of the information, the Commission can use
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in
identifying securityholders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the time
specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant
to Rule 13d-1(c) shall be filed within the time specified in Rules
13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule
13d-1(d) shall be filed not later than February 14 following the
calendar year covered by the statement pursuant to Rules 13d-1(d) and
13d-2(b).
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as
that covered by a statement on this schedule may be incorporated by
reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of the
relevant pages of such form shall be filed as an exhibit to this
schedule.
C. The item numbers and captions of the items shall be included but the text
of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
ITEM 1.
(a) Name of Issuer: Scientific Learning Corporation
(b) Address of Issuer's Principal Executive Offices: 1995 University
Avenue, Ste. 400, Berkeley, CA 94704
ITEM 2.
(a) Name of Person Filing: Dr. William M. Jenkins
(b) Address of Principal Business Office or, if none, Residence: c/o
Scientific Learning Corporation, 1995 University Avenue, Ste. 400,
Berkeley, CA 94704
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 808760 10 2
Page 4 of 6 pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o);
(b) / / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) / / Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J);
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 559,722
(b) Percent of class: 5.3%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 559,722
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 559,722
(iv) Shared power to dispose or to direct the disposition of: 0
INSTRUCTION: For computations regarding securities which represent a right to
acquire an underlying security see Section 240.13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following / /.
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Section
240.13d-1(b)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to Section 240.13d-1(c) or Section
240.13d-1(d), attach an exhibit stating the identity of each member of the
group.
Page 5 of 6 pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of a dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
1/24/00
----------------------------------------
Date
/s/ William M. Jenkins
----------------------------------------
Signature
William M. Jenkins V.P., Development
----------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 6 of 6 pages
