As filed with the Securities and Exchange Commission on February 4, 2004

Registration No. 333-109267

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 9

to

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

ALPHASMART, INC.

(Exact name of registrant as specified in its charter)

973 University Avenue, Los Gatos, California 95032, (408) 355-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ketan D. Kothari

Chief Executive Officer

AlphaSmart, Inc.

973 University Avenue, Los Gatos, California 95032, (408) 355-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    ¨

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than the underwriting discount, payable by the registrant in connection with the sale of the securities being registered. All amounts are estimates except the SEC registration fee and The Nasdaq National Market listing fee.

Item 14.    Indemnification of Directors and Officers.

As permitted by Section 145 of the Delaware General Corporation Law, the registrant’s restated certificate of incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach or alleged breach of their fiduciary duty as a director. In addition, as permitted by Section 145 of the Delaware General Corporation Law, the restated certificate of incorporation and bylaws of the registrant provide that:

The registrant’s policy is to enter into indemnification agreements with each of its directors and executive officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law, the registrant’s restated certificate of incorporation and the bylaws, as well as certain additional procedural protections. The indemnification agreements provide that the registrant’s directors and executive officers will be indemnified to the fullest possible extent not prohibited by law against all

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expenses, including attorney’s fees, and amounts paid in settlement or incurred by them in any action or proceeding, including any derivative action by or in the right of the registrant, on account of their services as directors or executive officers of the registrant or as directors, officers, employees, agents or fiduciaries of any other company or enterprise when they are serving in these capacities at the request of the registrant. The registrant’s indemnification agreement with Walter G. Kortschak, a director of the registrant and a managing partner of Summit Partners, L.P., also provides that the registrant is liable to indemnify entities affiliated with Summit Partners, L.P. and their respective direct and indirect managers, members, stockholders, partners, officers, directors, employees, agents and affiliates in the same manner and to the same extent as Mr. Kortschak is indemnified under such agreement. The registrant will not be obligated pursuant to the indemnification agreements to indemnify or advance expenses to an indemnified party with respect to proceedings or claims initiated by the indemnified party and not by way of defense, counterclaim or cross claim, except with respect to proceedings specifically authorized by the registrant’s board of directors, brought to enforce a right to indemnification under the indemnification agreement, the registrant’s restated certificate of incorporation or bylaws or as required by Delaware law. In addition, under the agreements, the registrant is not obligated to indemnify, or advance expenses to, the indemnified party:

The indemnification provisions in the registrant’s restated certificate of incorporation, bylaws and the indemnification agreements entered into between the registrant and its directors and executive officers may be sufficiently broad to permit indemnification of the registrant’s officers and directors for liabilities arising under the Securities Act of 1933.

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Reference is made to the following documents filed as exhibits to this registration statement regarding relevant indemnification provisions described above and elsewhere herein:

Item 15.    Recent Sales of Unregistered Securities.

Since February 4, 2001, the registrant has sold and issued the following unregistered securities:

(1)  The registrant sold an aggregate of 168,803 shares of its common stock to employees, directors and consultants for cash consideration in the aggregate amount of $191,637 upon the exercise of stock options granted under its 1998 stock option plan in exchange for cash.

(2)  The registrant granted stock options to employees, directors and consultants under its 1998 stock option plan covering an aggregate of 850,309 shares of the registrant’s common stock. Of these, options covering an aggregate of 108,019 were canceled without being exercised.

(3)  On April 1, 2002, the registrant entered into a license agreement with Douglas J. Kelly pursuant to which the registrant agreed to issue Mr. Kelly an option to purchase 13,334 shares of its common stock at an exercise price of $0.015 per share.

(4)  On May 30, 2003, the registrant entered into a loan agreement with Union Bank of California, N.A., pursuant to which it issued a term loan promissory note in the amount of $6,030,000 and revolving credit promissory note in the amount of $3,000,000. These notes mature on May 31, 2005.

The issuances of the above securities were deemed to be exempt from registration under the Securities Act in reliance on either Rule 701 of the rules promulgated under the Securities Act or Section 4(2) of the Securities Act as transactions not involving any public offering.

Item 16.    Exhibits and Financial Statement Schedules

The exhibits listed in the exhibit Index are filed as part of this registration statement.

(a)  Exhibits

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(b)  Financial Statement Schedules

None.

Item 17.  Undertakings

We hereby undertake to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the Delaware General Corporation Law, our restated certificate of incorporation or our bylaws, indemnification agreements entered into between the company and our officers and directors, the underwriting agreement, or otherwise, we have been advised that in the opinion of the commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by any of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1)  For purposes of determining any liability under the Securities Act, the information omitted from the form of Prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of Prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective;

(2)  For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-1 and has duly caused this Amendment No. 9 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Gatos, California on this 4th day of February 2004.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 9 to this Registration Statement has been signed by the persons whose signatures appear below, which persons have signed such registration statement in the capacities and on the dates indicated:

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EXHIBIT INDEX