-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eq1QPCfk6Bpr2mnDm9bslfXkzSflMkivIqvKbIUxvUGV7jNokj9gn0R4oaBb232w KA+T4jnFtWS2WAM19cpU4g== 0001104659-05-044536.txt : 20050916 0001104659-05-044536.hdr.sgml : 20050916 20050916165511 ACCESSION NUMBER: 0001104659-05-044536 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050916 DATE AS OF CHANGE: 20050916 GROUP MEMBERS: DOUGLAS GRANAT GROUP MEMBERS: LAWRENCE A. OBERMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC LEARNING CORP CENTRAL INDEX KEY: 0001042173 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 943234458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58137 FILM NUMBER: 051089484 BUSINESS ADDRESS: STREET 1: 300 FRANK H. OGAWA PLAZA STREET 2: STE 600 CITY: OAKLAND STATE: CA ZIP: 94612-2040 BUSINESS PHONE: 5104443500 MAIL ADDRESS: STREET 1: 300 FRANK H. OGAWA PLAZA STREET 2: SUITE 600 CITY: OAKLAND STATE: CA ZIP: 94612-2040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trigran Investments, Inc. CENTRAL INDEX KEY: 0001336800 IRS NUMBER: 363825728 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3201 OLD GLENVIEW ROAD STREET 2: SUITE 235 CITY: WILMETTE STATE: IL ZIP: 60091 BUSINESS PHONE: 8472518300 MAIL ADDRESS: STREET 1: 3201 OLD GLENVIEW ROAD STREET 2: SUITE 235 CITY: WILMETTE STATE: IL ZIP: 60091 SC 13G 1 a05-16388_1sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

 

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Scientific Learning Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

808760102

(CUSIP Number)

 

September 9, 2005

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.  808760102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Trigran Investments, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
910,335 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
910,335 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
910,335 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 16,722,814 shares of Common Stock issued and outstanding as of August 15, 2005).

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Douglas Granat

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
910,335 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
910,335 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
910,335 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 16,722,814 shares of Common Stock issued and outstanding as of August 15, 2005).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Lawrence A. Oberman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
910,335 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
910,335 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
910,335 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 5.4% as of the date of this filing (based on 16,722,814 shares of Common Stock issued and outstanding as of August 15, 2005).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

4


 

Item 1.

 

(a)

Name of Issuer
Scientific Learning Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
300 Frank H. Ogawa Plaza, Suite 500

Oakland, CA 94612

 

Item 2.

 

(a)

Name of Person Filing

 

(b)

Address of Principal Business Office or, if none, Residence

 

(c)

Citizenship
Trigran Investments, Inc.

3201 Old Glenview Road, Suite 235

Wilmette, Illinois 60091

Illinois company

 

Douglas Granat

3201 Old Glenview Road, Suite 235

Wilmette, Illinois 60091

U.S. Citizen

 

Lawrence A. Oberman

3201 Old Glenview Road, Suite 235

Wilmette, Illinois 60091

U.S. Citizen

 

(d)

Title of Class of Securities
Common Stock, par value $0.001 per share

 

(e)

CUSIP Number
808760102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

5


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

TRIGRAN INVESTMENTS, INC.

DOUGLAS GRANAT

LAWRENCE A. OBERMAN

 

(a)

Amount beneficially owned:   

910,335 shares of Common Stock (1)

 

(b)

Percent of class:   

Approximately 5.4% as of the date of this filing (based on 16,722,814 shares of Common Stock issued and outstanding as of August 15, 2005).

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

910,335 shares of Common Stock

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

910,335 shares of Common Stock

(1)           Douglas Granat and Lawrence A. Oberman are the controlling shareholders and sole directors of Trigran Investments, Inc.  Trigran Investments, Inc. is the general partner of Trigran Investments, L.P. and Trigran Investments, L.P. II.  As of the date of this filing, Trigran Investments, L.P. directly owns 725,500 shares (representing approximately 4.3% of the outstanding shares of the issuer), Trigran Investments, L.P. II directly owns 184,835 shares (representing approximately 1.1% of the outstanding shares of the issuer).

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6


 

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 16th day of September, 2005

 

TRIGRAN INVESTMENTS, INC.

 

By:

/s/ Lawrence A. Oberman

 

Name:    Lawrence A. Oberman

Its:    Executive Vice President

 

 

/s/ Lawrence A. Oberman

 

Lawrence A. Oberman

 

 

/s/ Douglas Granat

 

Douglas Granat

 

7

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