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SCIL > SEC Filings for SCIL > Form 8-K on 16-Apr-2013All Recent SEC Filings

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Changes in Registrant's Certifying Accountant, Financial Statements and

Item 4.01 Changes in Registrant's Certifying Accountant.

(a) and (b) Changes in Independent Registered Public Accounting Firm

On April 11, 2013 the Board of Directors of Scientific Learning Corporation (the "Company") approved Armanino LLP ("Armanino") as the Company's independent registered public accounting firm for the year ending December 31, 2013.

At the same meeting, the Board of Directors approved the dismissal of Ernst & Young LLP as the Company's independent registered public accounting firm effective April 11, 2013.

With the exception of a going concern uncertainty paragraph following the Company's fiscal year ended December 31, 2012, the reports of Ernst & Young LLP on the consolidated financial statements of the Company for the fiscal years ended December 31, 2012 and 2011, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company's financial statements for each of the two years ended December 31, 2012 and subsequent interim period through April 11, 2013, there were no disagreements with Ernst & Young LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the matter in their report.

No "reportable events" occurred during the two years ended December 31, 2012 and subsequent interim period through April 11, 2013 requiring disclosure as described in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Ernst & Young LLP with a copy of this Report on Form 8-K prior to its filing with the Securities and Exchange Commission. The Company has requested Ernst & Young LLP to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the letter dated April 16, 2013 is filed as Exhibit 16.1 to this Form 8-K.

During the years ended December 31, 2012 and December 31, 2011 and through April 11, 2013, neither the Company nor anyone on its behalf has consulted with Armanino with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Armanino concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number Description

16.1 Letter from Ernst & Young LLP to the Securities and Exchange Commission dated April 16, 2013.

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