<PAGE>
As filed with the Securities and Exchange Commission on August 4, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-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 of Incorporation) (I.R.S. Employer Identification No.)
1995 UNIVERSITY AVENUE, SUITE 400
BERKELEY, CALIFORNIA 94704
(Address of principal executive offices)
1999 EQUITY INCENTIVE PLAN
(Full title of the plans)
SHERYLE J. BOLTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SCIENTIFIC LEARNING CORPORATION
1995 UNIVERSITY AVENUE, SUITE 400
BERKELEY, CALIFORNIA 94704
(510) 665-9700
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
-------------------------------
Copies to:
JEFFREY S. ZIMMAN, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 693-2000
Page 1 of 8 Pages
Exhibit Index at Page 6
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
=====================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO OFFERING PRICE PER AGGREGATE OFFERING
BE REGISTERED AMOUNT TO BE SHARE (1) PRICE (1) AMOUNT OF
REGISTERED REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common 1,100,000 $5.65625 $6,221,875.00 $1,642.58
Stock, par value $.001
per share, reserved for
future issuance under
the 1999 Equity
Incentive Plan
=====================================================================================================================
</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and aggregate offering
price are based upon the average of the high and low prices of the
Company's Common Stock as reported on the Nasdaq National Market on
August 2, 2000 for shares available for future grant pursuant to the
1999 Equity Incentive Plan (pursuant to Rule 457(c) under the Act).
================================================================================
2
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
NO. 333-87213
The contents of Registration Statement on Form S-8 No. 333-87213 filed
with the Securities and Exchange Commission on September 16, 1999, are
incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
-------
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Cooley Godward LLP is contained in
Exhibit 5 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Berkeley, State of California, on June 26, 2000.
SCIENTIFIC LEARNING CORPORATION
By: /s/ Jane A. Freeman
------------------------------------
Jane A. Freeman
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sheryle J. Bolton and Jane A. Freeman,
and each or any one of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Sheryle J. Bolton President, Chief Executive Officer June 13, 2000
-------------------------------------------- and Director (Principal Executive
(Sheryle J. Bolton) Officer)
/s/ Jane A. Freeman Chief Financial Officer (Principal June 26, 2000
-------------------------------------------- Financial and Accounting Officer)
(Jane A. Freeman)
4
<PAGE>
/s/ Carleton A. Holstrom Director June 30, 2000
--------------------------------------------
(Carleton A. Holstrom)
/s/ Dr. Michael M. Merzenich Director June 27, 2000
--------------------------------------------
(Dr. Michael M. Merzenich)
/s/ Rodman W. Moorhead, III Director June 30, 2000
--------------------------------------------
(Rodman W. Moorhead, III)
/s/ Dr. Paula A. Tallal Director June 14, 2000
--------------------------------------------
(Dr. Paula A. Tallal)
/s/ David A. Tanner Director June 13, 2000
--------------------------------------------
(David A. Tanner)
/s/ James E. Thomas Director June 30, 2000
--------------------------------------------
(James E. Thomas)
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE
NUMBER
<S> <C> <C>
5.1 Opinion of Cooley Godward LLP. 7
23.1 Consent of Ernst & Young LLP. 8
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement. --
24.1 Power of Attorney is contained on the signature pages. --
</TABLE>
6
