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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 17, 2005
 
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
         
DELAWARE   000-27038   94-3156479
(State or Other Jurisdiction of
Incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices, including Zip Code)
(781) 565-5000
(Registrant’s telephone number, including area code)
ScanSoft, Inc.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-3.1 CERTIFICATE OF OWNERSHIP AND MERGER
EX-99.1 PRESS RELEASE DATED OCTOBER 18, 2005

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On October 17, 2005, ScanSoft, Inc. amended its Certificate of Incorporation to change its name from “ScanSoft, Inc.” to “Nuance Communications, Inc.” pursuant to a filing with the Secretary of State of Delaware. Pursuant to Section 253 of the Delaware General Corporation Law, no stockholder vote was required or obtained for the name change. A copy of the Certificate of Ownership and Merger is attached hereto as Exhibit 3.1. The press release announcing the name change is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
     
3.1
  Certificate of Ownership and Merger
 
   
99.1
  Press Release dated October 18, 2005 by ScanSoft, Inc.

 

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  ScanSoft, Inc.
  		 
  By:   /s/ James R. Arnold, Jr.    
    James R. Arnold, Jr.   
    Senior Vice President and Chief Financial Officer   
 
Date: October 18, 2005

 

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EXHIBIT INDEX
     
Exhibit No.
  Description
 
   
3.1
  Certificate of Ownership and Merger
 
   
99.1
  Press Release dated October 18, 2005 by ScanSoft, Inc.

 

 

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
NUANCE COMMUNICATIONS, INC.
INTO
SCANSOFT, INC.
     Pursuant to Section 253 of the General Corporation Law of the State of Delaware, ScanSoft, Inc. (the “ Company ”), a corporation organized and existing under the laws of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Company was incorporated as Visioneer Communications, Inc. on September 21, 1995 pursuant to the General Corporation Law of the State of Delaware.
SECOND: That the Company changed its name to Visioneer, Inc. effective as of October 12, 1995.
THIRD: That the Company changed its name to ScanSoft, Inc. effective as of March 2, 1999.
FOURTH: That the Company owns all of the outstanding capital stock of Nuance Communications, Inc., a corporation incorporated on October 14, 2005 pursuant to the General Corporation Law of the State of Delaware.
FIFTH: That the Company, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent on October 14, 2005, determined to merge Nuance Communications, Inc. with and into the Company:
WHEREAS: the Company owns all of the outstanding capital stock of Nuance Communications, Inc., a Delaware corporation (“ Nuance ”).
WHEREAS : the Company desires to merge Nuance with and into the Company pursuant to Section 253 of the Delaware General Corporation Law to change the Company’s name to “Nuance Communications, Inc.”
NOW, THEREFORE, BE IT RESOLVED: that the Board of Directors hereby authorizes the Company to merge with Nuance, with the Company being the surviving corporation, and to assume all of Nuance’s liabilities and obligations (the “ Merger ”).
RESOLVED FURTHER: that the Merger shall be effective on October 17, 2005 in connection with the filing of a Certificate of Ownership and Merger with the Secretary of the State of Delaware.

 

 

RESOLVED FURTHER: that upon the effectiveness of the Merger, the name of the Company shall be changed to “Nuance Communications, Inc.” and Article I of the Amended and Restated Certificate of Incorporation of the Company shall be amended to read in its entirety as follows:
“ ARTICLE I
                       The name of this corporation is Nuance Communications, Inc.”
RESOLVED FURTHER: that the Board of Directors hereby authorizes and directs the appropriate officers of the Company (the “ Authorized Persons ”), and each of them, to execute and file all documents, including a Certificate of Ownership and Merger, and to take all other actions which they deem necessary or desirable to carry out the intent or accomplish the purposes of the foregoing resolutions.

-2-

 

     IN WITNESS WHEREOF, ScanSoft, Inc. has caused this certificate to be signed by Paul Ricci, its Chairman of the Board and Chief Executive Officer, this 17 th day of October 2005.
         
  SCANSOFT, INC.
  		 
  By:   /s/ Paul A. Ricci  
       
  Name:     Paul A. Ricci 
 
  Title:    Chairman of the Board and Chief Executive Officer 
 

-3-

 

(NUANCE LOGO)
News Release
For Immediate Release
Contacts:    
     
Jonna Schuyler
Nuance Communications, Inc.
781-565-5000
jonna.schuyler@nuance.com 		  Erica Hill
Nuance Communications, Inc.
781-565-5000
erica.hill@nuance.com
ScanSoft Changes Name to Nuance Communications, Inc.,
Unveils New Corporate Identity and Branding
Burlington, Mass., October 18, 2005 — ScanSoft, Inc. (Nasdaq: SSFT), today announced that it has changed its name to Nuance Communications, Inc., presenting a unified position for the company in the markets it serves. The new name marks the culmination of four years of work in building the world’s most comprehensive and innovative provider of speech solutions. Nuance will use the ScanSoft name for its family of imaging solutions. The company will continue to be listed as “SSFT” on the Nasdaq National Market until November 21, 2005 when it will begin trading as “NUAN” (Nasdaq: NUAN).
“Our new name symbolizes an important point in the company’s evolution and better represents our mission to provide solutions that improve the customer experience,” said Paul Ricci, chairman and CEO of Nuance. “While our name and branding have changed, the facets of the organization that have made the company a trusted provider, partner and employer are unwavering. Nuance will continue in its tradition of delivering the industry’s premier speech and imaging solutions for businesses and consumers around the world.”
Speech software is transforming the way people use digital devices and access information systems. Through its dictation, embedded and network speech solutions, Nuance offers the world’s most comprehensive and innovative portfolio of speech technologies, expertise and solutions. Every day, millions of users and thousands of businesses experience Nuance by calling directory assistance, receiving account information over the phone, dictating patient records or telling a navigation system their destination. Nuance has deployed more than 3,000 speech applications for some of the world’s most respected companies including AOL, Bank of America, British Airways, Charles Schwab, Citigroup, Daimler Chrysler, Ford, General Electric, LG, Nokia, SBC, United Airlines, Verizon and Vodafone.

 

 

Nuance is committed to making speech-enabled systems, devices and interactions as effective and ubiquitous as the Web. In doing so, the company draws on the talents and experience of more than 300 speech scientists and engineers, a professional services organization that comprises more than 250 speech and voice user interface experts, and a global partner network that includes industry leaders such as Avaya, Bosch-Blaupunkt, Cisco, Delphi, Dictaphone, Genesys, IDX, Intel, Microsoft, Nortel, Sony, Texas Instruments, and Visteon to further promote the innovation and adoption of speech. For additional information and to experience the power of the spoken word, please visit www.nuance.com .
Nuance will continue to leverage the recognition that the ScanSoft name has earned in the market by using it as the name for its family of imaging solutions. Through unrivaled features, accuracy and performance, ScanSoft imaging solutions eliminate barriers to productivity by enabling people and organizations to automate a range of document processes — increasing productivity, saving time and reducing costs.
With products for enterprises, small-to-medium-sized businesses and home offices, these solutions put the power of PDF on every business desktop; convert paper and PDF into documents that can be edited; and simplify scanning and document management using multifunction scanners and networked digital copiers. Nearly 100 percent of hardware and software vendors that implement scanning and optical character recognition, including Autodesk, Brother, Dell, Filenet, Hewlett-Packard, Lexmark, Lockheed Martin, Microsoft, Symantec, Visioneer and Xerox, rely on ScanSoft imaging solutions to deliver their own superior products. For additional information and to experience new levels of productivity, please visit www.nuance.com/scansoft .
Nuance Communications, Inc.
Nuance (Nasdaq: SSFT) is the leading provider of speech and imaging solutions for businesses and consumers around the world. Its technologies, applications and services make the user experience more compelling by transforming the way people interact with information and how they create, share and use documents. Every day, millions of users and thousands of businesses experience Nuance’s proven applications. For more information, please visit nuance.com .
Nuance, the Nuance logo and ScanSoft are trademarks or registered trademarks of Nuance Communications, Inc. in the United States and other countries. All other company names or product names may be the trademarks of their respective owners.
# # #
This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements relating to the continued strength of existing products, services and relationships, and future prospects regarding product lines, sales channels and international operations. Such statements are based on current expectations that are subject to a number of risks and uncertainties, and actual results may differ materially. These risks and uncertainties include, without limitation, the following: fluctuations in demand for Nuance’s existing and future products; economic conditions in the United States and abroad; and possible defects in Nuance’s products and technologies. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Nuance’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K/T for the fiscal year ended September 30, 2004, and its most recent quarterly reports on Form 10-Q. Nuance undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this document.