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): November 1, 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)
Registrants 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 1.01 Entry into a Material Definitive Agreement
On November 5, 2007, the Company entered into a Major Reseller Agreement (the Agreement) with Posit Science Corporation (Posit), a company that develops, markets and sells software products that are designed to improve an individuals cognitive performance. Posits current products are focused on combating age-related cognitive decline.
Pursuant to the terms of the Agreement, the Company has become a non-exclusive authorized reseller of Posits products within the United States and Canada. The Company is authorized to sell Posits products to educational institutions for use by faculty, staff and Board members, as well as to certain other group or institutional buyers. In consideration for these sales, Posit will pay the Company a percentage of those sales as a commission. The Agreement is effective for one year and may be renewed by the parties for an additional one year upon their mutual agreement. The Company does not expect that amounts paid to it under this Agreement will be material to its revenue. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Agreement, which will be filed with the Companys report on Form 10-K for the year ending December 31, 2007.
Under a pre-existing license agreement, Posit licenses certain technology from the Company for use in a defined healthcare field. Michael Merzenich, a founder of the Company and a current member of the Companys board of directors, is also a founder, board member, chief scientific officer and a significant shareholder of Posit.
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 1, 2007, the Board of Directors (the Board) of the Company revised the terms of its compensation for members of the Board who are not employees of the Company. Effective January 1, 2008,
In light of the payments that were made to the non-employee directors in July 2007 under the prior July 22, 2007 July 21, 2008 compensation plan and cycle, on November 1, 2007, the Board also approved additional compensation for the non-employee directors (other than Rodman W. Moorhead III) to be paid on January 1, 2008, after which the non-employee directors are not expected to receive additional compensation during calendar year 2008. These transition payments are calculated based on the following: (x) in the case of the annual retainer, the difference between the new annual retainer and the proportion of the annual retainer paid in July 2007 under the prior
compensation plan that is attributable to the 2008 calendar year and (y) in the case of the RSU awards, the difference between the award amount under the new plan and the number of options granted to the directors in July 2007 under the prior compensation plan that are attributable to the 2008 calendar year (with each RSU being deemed to equal to two shares under a stock option). Based on this methodology, the transitional compensation is as follows:
On November 1, 2007, the Board also reviewed and revised the Companys compensation arrangements with Rodman W. Moorhead III. Prior to November 1, 2007, Mr. Moorhead did not receive any compensation from the Company for his services on the Board because of his affiliation with Warburg Pincus. In light of Mr. Moorheads retirement from Warburg Pincus in January 2007, the Board approved the following compensation arrangements for Mr. Moorhead:
Mr. Moorhead will receive this compensation on January 1, 2008.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
SCIENTIFIC LEARNING CORPORATION