Scientific Learning 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2007
SCIENTIFIC LEARNING CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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):
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 6, 2007, the Board of Directors of the Company appointed D. Andrew Myers to be the Company’s President and Chief Operating Officer. Such election is not effective until Mr. Myers’ first date of full-time employment with the Company, which is presently expected to be on or about January 9, 2008.
Mr. Myers, age 36, has served in positions of increasing responsibility at Pearson Education since 1997. Since March 2007, he has served as Senior Vice President, Digital Product Development for Pearson Curriculum, where he was responsible for integrating the technology teams from six preceding businesses into a digital development group of 275 employees. From August 2004 to March 2007, Mr. Myers was the Chief Operations Officer for Pearson Digital Learning, where he was responsible for setting product, financial, technical and operational strategies for that 580-employee business unit. From 2002 to 2004, Mr. Myers served as Vice President Sales for Pearson Digital Learning. Mr. Myers started with Pearson as a sales representative in 1996. Pearson Education is the education division of Pearson PLC, an international media company. Mr. Myers holds an MBA from the Haas School of Business at the University of California Berkeley and a BA in finance from the University of Utah.
There are no family relationships between Mr. Myers and any of the Company’s executive officers or directors.
On December 6, 2007, the Compensation Committee of the Board of Directors of the Company approved, and the Company therefore entered into an employment agreement with D. Andrew Myers, the Company’s prospective future President and Chief Operating Officer.
Mr. Myers’ terms of employment include:
A copy of Mr. Myers’ offer of employment is filed as Exhibit 10.1 to this report and incorporated herein by reference.
On December 6, 2007, the Compensation Committee of the Board of Directors of the Company approved, and the Company therefore entered into an amendment to its employment agreement with Robert C. Bowen, the Company’s Chairman and Chief Executive Officer.
Effective June 4, 2008, the expiration date of Mr. Bowen’s current employment agreement,
A copy of the Amendment to Mr. Bowen’s employment agreement is filed as Exhibit 10.2 to this report and incorporated herein by reference.
Item 9.01 Financial Statements And Exhibits
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.