Annual Reports

 
Quarterly Reports

 
8-K

  • 8-K (Dec 23, 2013)
  • 8-K (Nov 12, 2013)
  • 8-K (Aug 12, 2013)
  • 8-K (Jul 5, 2013)
  • 8-K (Jun 14, 2013)
  • 8-K (Apr 16, 2013)

 
Other

Scientific Learning 8-K 2008

Documents found in this filing:

  1. 8-K
  2. Ex-10.1
  3. Ex-10.1



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): March 6, 2008

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):

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

On March 6, 2008, the Compensation Committee adopted the Company’s 2008 Management Incentive Plan (the “2008 Plan”), which provides for the payment of cash bonuses to the Company’s named executive officers, as well as other corporate officers and other management personnel. Payments are based 70% on corporate performance and 30% on individual performance. The 2008 Plan establishes revenue and operating profit (prior to payments under the 2008 Management Incentive and Profit Sharing Plans) as the corporate performance goals for 2008. A copy of the 2008 Plan is filed as Exhibit 10.1 to this report and incorporated herein by reference. The table below shows the cash amounts that certain executive officers are eligible to earn under the 2008 Plan on two sets of assumptions: (1) if 100% of the targets are met; and (2) on maximum overachievement of all targets. The executive officers included in the chart are the named executive officers for 2007 (which officers were determined on the basis of total 2007 cash compensation) and the Company’s recently-appointed President and Chief Operating Officer.

 

 

 

 

 

Name and Title

 

2008 MIP Payment at 100%
Achievement All Targets

 

2008 MIP Payment at Maximum
Overachievement All Targets

 

 

 

 

 

Robert C. Bowen

Chairman of the Board and Chief
Executive Officer

 

$157,500

 

$315,000

 

 

 

 

 

D. Andrew Myers

President and Chief Operating
Officer

 

$137,500

 

$275,000

 

 

 

 

 

Jane A. Freeman

Executive Vice President, Chief
Financial Officer and Treasurer

 

$117,000

 

$234,000

 

 

 

 

 

Glenn G. Chapin

Vice President, Education Sales

 

$114,000

 

$228,000

 

 

 

 

 

William M. Jenkins

Senior Vice President, Product
Development

 

$  76,650

 

$153,300

 

 

 

 

 

Linda L. Carloni

Vice President, General Counsel
and Secretary

 

$  75,950

 

$151,900

On the same date, the Compensation Committee, following an evaluation of corporate and individual performance and a review of competitive market data provided by a compensation consultant engaged by the Compensation Committee, approved increases in the annual base salaries (effective as of April 1, 2008) of certain of the Company’s officers and granted restricted stock units to such officers. A summary setting forth the new annual base salary levels established and the restricted stock units granted on that date is set forth below.

2.



 

 

 

 

 

 

 

 

 

 

Name

 

Increased Salary Effective
April 1, 2008

 

Restricted Stock Units
Granted March 6, 2008

 









Linda Carloni

 

 

$

217,000

 

 

20,000

 

 

 

 

 

 

 

 

 

 

 

 

Glenn Chapin

 

 

$

228,000

 

 

15,000

 

 

 

 

 

 

 

 

 

 

 

 

William Jenkins

 

 

$

219,000

 

 

30,000

 

 

 

 

 

 

 

 

 

 

 

 

Item 9.01 Financial Statements And Exhibits

 

 

(d)

Exhibits

 

 

10.1

2008 Management Incentive Plan

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: March 11, 2008

By:

/s/ Linda L. Carloni

 

 


 

Title: Vice President and General Counsel

3.


Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki