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EX-99.1 - EXHIBIT 99.1 - SCIENTIFIC LEARNING CORPex99_1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  November 12, 2012
 
SCIENTIFIC LEARNING CORPORATION
 
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)
 
000-24547
 
94-3234458
(Commission File No.)
 
(IRS Employer Identification No.)
 
300 Frank Ogawa Plaza, Suite 600
Oakland, CA  94612
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code:  (510) 444-3500
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 2.02.
Results of Operations and Financial Condition.
 
The information contained herein and in the accompanying exhibits is being “furnished” under this Item and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except as may be expressly incorporated into such filing by specific reference to this filing.
 
On November 12, 2012, Scientific Learning Corporation (the “Company”) announced via press release the Company’s results for its third quarter ended September 30, 2012 and conducted a publicly available conference call discussing those results.  A copy of the transcript from the conference call is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) 
Exhibits
 
Exhibit
Number
Description
Transcript of conference call hosted by Scientific Learning Corporation on November 12, 2012 to discuss results for its third quarter ended September 30, 2012.
 
Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
Scientific Learning Corporation
 
       
Date:  November 16, 2012   
By:
/s/ Christopher J. Brookhart    
   
Title: Senior Vice President and General Counsel