-----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, VsIYDEVtFEcIkguvGiBuDebllt0pt1aZ0MciJ2+wA5sW+jOcoBgFWmhpY2+oR0tI YIYeFXN+eeT0AUpwfM2TYw== 0001104659-07-010307.txt : 20070213 0001104659-07-010307.hdr.sgml : 20070213 20070213162155 ACCESSION NUMBER: 0001104659-07-010307 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: DOUGLAS GRANAT GROUP MEMBERS: LAWRENCE A. OBERMAN GROUP MEMBERS: STEVEN G. SIMON GROUP MEMBERS: TRIGRAN INVESTMENTS L.P. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58137 FILM NUMBER: 07610492 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/A 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/A 1 a07-4448_5sc13ga.htm SC 13G/A

 

 

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. 1)*

 

Scientific Learning Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

808760102

(CUSIP Number)

December 31, 2006

(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)

x

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 disclosures provided in a prior cover page.

 

The information required on 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

13G

Page 2 of 12

 

 

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)

x

 

 

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
1,789,016 shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,789,016 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,789,016 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 10.59% as of December 31, 2006 (based on 16,889,954 shares of Common Stock issued and outstanding).

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

Page 2 of 12




 

CUSIP No. 808760102

13G

Page 3 of 12

 

 

1.

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

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

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
1,221,980 shares of Common Stock

 

6.

Shared Voting Power
567,036 shares of Common Stock

 

7.

Sole Dispositive Power
1,221,980 shares of Common Stock

 

8.

Shared Dispositive Power
567,036 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,789,016 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 10.59% as of December 31, 2006 (based on 16,889,954 shares of Common Stock issued and outstanding).

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

Page 3 of 12




 

CUSIP No. 808760102

13G

Page 4 of 12

 

 

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)

x

 

 

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
1,789,016 shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,789,016 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,789,016 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 10.59% as of December 31, 2006 (based on 16,889,954 shares of Common Stock issued and outstanding).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

Page 4 of 12




 

CUSIP No. 808760102

13G

Page 5 of 12

 

 

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)

x

 

 

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
1,789,016 shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,789,016 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,789,016 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 10.59% as of December 31, 2006 (based on 16,889,954 shares of Common Stock issued and outstanding).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

Page 5 of 12




 

CUSIP No. 808760102

13G

Page 6 of 12

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Steven G. Simon

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

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
1,789,016 shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,789,016 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,789,016 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 10.59% as of December 31, 2006 (based on 16,889,954 shares of Common Stock issued and outstanding).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

Page 6 of 12




 

CUSIP No. 808760102

13G

Page 7 of 12

 

Item 1.

 

(a)

Name of Issuer
Scientific Learning Corp.

 

(b)

Address of Issuer’s Principal Executive Offices
300 Frank H. Ogawa Plaza, Suite
Oakland, CA 94612

 

Item 2.

 

(a)

Name of Person Filing

 

(b)

Address of Principal Business Office or, if none, Residence

 

(c)

Citizenship

Trigran Investment, Inc.
3201 Old Glenview Road, Suite 235
Wilmette, Illinois 60091
Illinois company

 

Trigran Investments, L.P.
3201 Old Glenview Road, Suite 235
Wilmette, Illinois 60091
Illinois limited partnership

 

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

 

Steven G. Simon
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).

 

Page 7 of 12




 

CUSIP No. 808760102

13G

Page 8 of 12

 

 

(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).

 

 

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.

Incorporated by reference to Items (5) - (9) and (11) of the cover page relating to each filing person.

Trigran Investments, Inc. is the general partner of Trigran Investments, L.P. and Trigran Investments, L.P. II.  As of December 31, 2006, Trigran Investments, L.P. directly owned 1,221,980 shares (representing approximately 7.23% of the outstanding shares of the issuer) and Trigran Investments, L.P. II directly owned 567,036 shares (representing approximately 3.36% of the outstanding shares of the issuer). Douglas Granat, Lawrence A. Oberman and Steven G. Simon are the controlling shareholders and sole directors of Trigran Investments, Inc.

 

Item 5.

Ownership of Five Percent or Less of a Class
Not Applicable.

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.

 

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.

 

 

 

Page 8 of 12




 

CUSIP No. 808760102

13G

Page 9 of 12

 

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.

 

 

 

Page 9 of 12




 

CUSIP No. 808760102

13G

Page 10 of 12

 

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

 

 

Dated this 13th day of February, 2007

 

Date

 

 

 

TRIGRAN INVESTMENTS, INC.

 


/s/ Lawrence A. Oberman

 

Signature

 


Lawrence A. Oberman
Executive Vice President

 

Name/Title

 

 

 

/s/ Lawrence A. Oberman

 

Lawrence A. Oberman

 

 

 


/s/ Douglas Granat

 

Douglas Granat

 

 

 

/s/ Steven G. Simon

 

Steven G. Simon

 

Page 10 of 12




 

CUSIP No. 808760102

13G

Page 11 of 12

 

INDEX TO EXHIBITS

 

PAGE

 

 

 

EXHIBIT 1: Agreement to Make a Joint Filing

 

12

 

Page 11 of 12



EX-1 2 a07-4448_5ex1.htm EX-1

CUSIP No. 808760102

13G

Page 12 of 12

 

EXHIBIT 1 TO SCHEDULE 13G

FEBRUARY 13, 2007

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, TRIGRAN INVESTMENTS, INC., DOUGLAS GRANAT, LAWRENCE A. OBERMAN and STEVEN G. SIMON each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto).  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

TRIGRAN INVESTMENTS, INC.

By:

/s/ Lawrence A. Oberman

 

 

Name: Lawrence A. Oberman

 

 

Title:   Executive Vice President

 

 

 

 

 

 

 

 

DOUGLAS GRANAT

 

 

 

 

 

/s/Douglas Granat

 

 

 

 

 

 

 

 

LAWRENCE A. OBERMAN

 

 

 

 

 

/s/ Lawrence A. Oberman

 

 

 

 

 

 

 

 

/s/ STEVEN G. SIMON

 

 

 

 

 

/s/ Steven G. Simon

 

 

Page 12 of 12



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