________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 2, 2004
SCANSOFT, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-27038 94-3156479
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
9 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS 01960
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(Address of Principal Executive Offices) (Zip Code)
(978) 977-2000
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(Registrant's Telephone Number, Including Area Code)
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated February 2, 2004 by ScanSoft, Inc.
Item 12. Results of Operations and Financial Condition.
On February 2, 2004, ScanSoft, Inc. announced preliminary financial results
for the fiscal quarter ended December 31, 2003. The press release and the
reconciliation contained therein, which has been attached as Exhibit 99.1,
disclose certain financial measures that exclude acquisition-related
amortization and restructuring charges that may be considered non-GAAP financial
measures. Generally, a non-GAAP financial measure is a numerical measure of a
company's performance, financial position or cash flows that either excludes or
includes amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with generally
accepted accounting principles in the United States. These non-GAAP financial
measures are provided to enhance the user's overall understanding of ScanSoft's
current financial performance and ScanSoft's prospects for the future.
Management believes that these measures present a more representative measure of
ScanSoft's operating performance because they exclude identified non-cash and
restructuring charges. Management uses these measures for evaluating historical
performance and for forecasting and planning for future periods. These measures,
however, should be considered in addition to, and not as a substitute for, or
superior to, other measures of financial performance prepared in accordance with
generally accepted accounting principles. The non-GAAP measures included in our
press release have been reconciled to the nearest GAAP measure.
The information in this Form 8-K and the Exhibit attached hereto is being
furnished and shall not be deemed to be "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
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/ David A. Gerth
_____________________________
David A. Gerth
Chief Financial Officer
Date: February 2, 2004
EXHIBIT INDEX
Exhibit
Number Description
_______ ___________
99.1 Press Release dated February 2, 2004.