There is an increasing line of evidence supporting the idea that the formation of lasting memories involves neural activity preceding stimulus presentation. Following this line, we presented words in an incidental learning setting and manipulated the prestimulus state by asking the participants to perform either an emotional (neutral or emotional) or a semantic (animate or inanimate) decision task. Later, we tested the retrieval of each previously presented word with a recognition memory test. For both conditions, the subsequent memory effect (SME) was defined as ERP difference between subsequently remembered and forgotten words. Comparing the prestimulus SME between and within the two conditions yielded topographic differences in the time interval from -1300 to -700 msec before stimulus onset. This indicates that the activity of brain areas involved in incidental encoding of semantic information varied in the spatial distribution of ERPs, depending on the emotional and semantic requirements of the task. These findings provide evidence that there is a difference in semantic and emotional preparatory processes, which modulates successful encoding into episodic memory. This difference suggests that there are multiple task-specific functional neural systems that support memory formation. These systems differ in location and/or relative contribution of some of the brain structures that generate the measured scalp electric fields. Consequently, the cognitive processes that enable memory formation depend on the differential semantic nature of the study task and reflect differences in the preparatory processing of the multiple semantic components of a word's meaning.