UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934*
SCANSOFT, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)
80603P107
--------------------------------------------------------------------------------
(CUSIP Number)
Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
September 15, 2005
--------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
----------------------------------------------
CUSIP No. 80603P107
----------------------------------------------
----------- --------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Warburg Pincus Private Equity VIII, L.P.
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
----------- --------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------- --------- -----------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------- -----------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 40,571,057 (see Items 4 and 5)
--------- -----------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------
10 SHARED DISPOSITIVE POWER
40,571,057 (see Item 5)
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,571,057 (see Item 5)
----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4% (see Item 5)
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
----------- --------------------------------------------------------------------
SCHEDULE 13D
----------------------------------------------
CUSIP No. 80603P107
----------------------------------------------
----------- --------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Warburg Pincus & Co.
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
----------- --------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
---------------------------- --------- -----------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------- -----------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 40,571,057 (see Items 4 and 5)
--------- -----------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------
10 SHARED DISPOSITIVE POWER
40,571,057 (see Item 5)
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,571,057 (see Item 5)
----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4% (see Item 5)
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
----------- --------------------------------------------------------------------
SCHEDULE 13D
----------------------------------------------
CUSIP No. 80603P107
----------------------------------------------
----------- --------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Warburg Pincus LLC (f/k/a E.M. Warburg Pincus & Co., LLC)
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
----------- --------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
---------------------------- --------- -----------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------- -----------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 40,571,057 (see Items 4 and 5)
--------- -----------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------
10 SHARED DISPOSITIVE POWER
40,571,057 (see Item 5)
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,571,057 (see Item 5)
----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4% (see Item 5)
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
----------- --------------------------------------------------------------------
SCHEDULE 13D
----------------------------------------------
CUSIP No. 80603P107
----------------------------------------------
----------- --------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Warburg Pincus Partners LLC
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
----------- --------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
---------------------------- --------- -----------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------- -----------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 40,571,057 (see Items 4 and 5)
--------- -----------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -----------------------------------------
10 SHARED DISPOSITIVE POWER
40,571,057 (see Item 5)
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,571,057 (see Item 5)
----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4% (see Item 5)
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
----------- --------------------------------------------------------------------
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends the
Schedule 13D originally filed on April 19, 2004 ("Original 13D") as amended by
Amendment No. 1 to Schedule 13D ("Amendment No. 1") filed on May 5, 2005 (as so
amended, the "Amended 13D"), each filed on behalf of Warburg Pincus Private
Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), Warburg Pincus &
Co., a New York general partnership ("WP"), Warburg Pincus LLC, a New York
limited liability company ("WP LLC") and, with respect to Amendment No. 1 and
this Amendment No. 2, Warburg Pincus Partners LLC (f/k/a E.M. Warburg Pincus &
Co., LLC), a New York limited liability company ("WPP LLC" and, together with WP
VIII, WP and WP LLC, the "Reporting Persons"). This Amendment No. 2 relates to
the common stock, par value $0.001 per share, of ScanSoft, Inc., a Delaware
corporation formerly known as Visioneer, Inc. (the "Company"). The holdings of
the Reporting Persons reported in this Amendment No. 2 include the holdings of
Warburg Pincus Netherlands Private Equity VIII, C.V. I ("WPNPE I") and Warburg
Pincus Germany Private Equity VIII K.G. ("WPGPE" and together with WP VIII and
WPNPE I, the "Investors"), which shares the Reporting Persons may be deemed to
beneficially own.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Amended 13D is hereby amended and restated in its entirety as
follows:
The total amount of funds used by each Investor to purchase the securities
of the Company as described herein was furnished from the working capital of
such Investor. The total amount of funds used by the Investors to purchase the
securities of the Company as described herein was $155,120,066.94.
Item 4. Purpose of Transaction.
Item 4 of the Amended 13D is hereby amended by deleting all paragraphs
after the ninth paragraph thereof and inserting the following in place thereof:
Pursuant to a Securities Purchase Agreement, dated May 5, 2005 (the
"Securities Purchase Agreement"), by and among WP VIII, WPNPE I, WPGPE
(hereinafter, collective referred to as the Warburg Pincus Entities") and the
Company, the Warburg Pincus Entities agreed to acquire from the Company (a) an
aggregate of 3,537,736 shares of Common Stock at a price per share equal to
$4.24, and for an aggregate purchase price of $15,000,000.64; and (b) warrants
to purchase an aggregate of 863,236 shares of Common Stock with an exercise
price of $5.00 (the "Securities Purchase Warrants"), and for an aggregate
purchase price of $107,904.50. Each of the Securities Purchase Warrants expires
at the earlier to occur of the fourth anniversary of the issuance of the
Securities Purchase Warrants or a "Change of Control" of the Company (as defined
in the Securities Purchase Warrants).
Pursuant to an Amended and Restated Stockholders Agreement, dated as of May
9, 2005 (the "Stockholders Agreement"), by and between the Company and the
Investors, among other things, the holders of a majority in interest of the
Common Stock held by the Investors are entitled to designate two directors (the
"Warburg Pincus Designees") to the Company's Board of Directors (subject to
certain conditions). Under the Stockholders Agreement, any time that a Warburg
Pincus Designee is entitled to serve as a director of the Company, the Company
is obligated to take such actions as may be necessary to cause such Warburg
Pincus Designee to be appointed or elected to its Board of Directors.
-2-
Neither the Series B Preferred Stock, the Adjustable Warrant, the March 15
Warrants, the Securities Purchase Warrants nor the shares of Common Stock
issuable upon the conversion or exercise (as applicable) thereof are registered
under the Securities Act of 1933, as amended (the "Securities Act").
Accordingly, under the Stockholders Agreement, subject to certain conditions,
the Investors have the right to cause the Company to effect a registration under
the Securities Act with respect to any such shares of Common Stock, as well as
certain other shares of Common Stock that they may then hold.
The Warburg Pincus Entities and the Company have entered into a Voting
Agreement, dated as of May 9, 2005 (the "Voting Agreement"), pursuant to which
the Warburg Pincus Entities have agreed that they will vote all of the shares of
Common Stock beneficially owned by them in favor of adoption of that certain
Agreement and Plan of Merger, dated as of May 9, 2005 (the "Merger Agreement"),
by and among the Company, Nova Acquisition Corporation ("Sub 1"), Nova
Acquisition LLC ("Sub 2") and Nova Inc. ("Nova"). Pursuant to the Merger
Agreement, upon satisfaction of the conditions set forth therein, Sub 1 will be
merged with and into Nova (the "First Step Merger"), with Nova as the surviving
corporation in the First Step Merger (the "Interim Surviving Corporation").
Thereafter, the Interim Surviving Corporation will be merged with and in to Sub
2 (the "Second Step Merger" and, taken together with the First Step Merger, the
"Merger"). Pursuant to the Voting Agreement, the Warburg Pincus Entities
appointed the Board of Directors of Nova as their attorney-in-fact and proxy,
with full power of substitution, to vote the shares of Common Stock beneficially
owned by them in favor of adoption of the Merger Agreement and against certain
other corporate actions.
-3-
Pursuant to a Stock Purchase Agreement, dated as of May 5, 2005 (the "Stock
Purchase Agreement"), by and among Warburg Pincus Entities and the Company, the
Warburg Pincus Entities agreed to acquire from the Company (a) an aggregate of
14,150,943 shares of Common Stock at a price per share equal to $4.24, and for
an aggregate purchase price of $59,999,998.32; and (b) warrants to purchase an
aggregate of 3,177,570 shares of Common Stock with an exercise price of $5.00
(the "Stock Purchase Warrants"). Each of the Stock Purchase Warrants expires
upon the earlier to occur of the fourth anniversary of the issuance of the Stock
Purchase Warrants or a "Change of Control" of the Company (as defined in the
Stock Purchase Warrants). On September 15, 2005, the transactions contemplated
by the Merger Agreement and the Stock Purchase Agreement were consummated and
the Company issued to the Investors the Stock Purchase Warrants and an aggregate
of 14,150,943 shares of Common Stock.
The foregoing descriptions of the Securities Purchase Agreement, the
Securities Purchase Warrants, the Restated Stockholders Agreement and the Stock
Purchase Agreement are qualified in their entirety by reference to the
Securities Purchase Agreement, the Securities Purchase Warrants, the Restated
Stockholders Agreement, the Stock Purchase Agreement and the Commitment Letter,
which are incorporated in this Amendment No. 2 by reference to Exhibits 99.1,
99.2, 99.3 and 99.4,respectively, to Amendment No. 1.
-4-
The foregoing descriptions of the Stock Purchase Warrants are qualified in
their entirety by reference to the Stock Purchase Warrants which are
incorporated in this Amendment No. 2 by reference to Exhibit 99.1 to this
Amendment No. 2.
The acquisition by the Investors of beneficial ownership of the securities
as described herein was effected because of the Reporting Persons' belief that
the Company represents an attractive investment based on the Company's business
prospects and strategy. Depending on prevailing market, economic and other
conditions, the Reporting Persons may from time to time acquire additional
securities of the Company, engage in discussions with the Company concerning
further acquisitions of securities of the Company or otherwise invest in the
Company or one or more of its subsidiaries. The Reporting Persons intend to
review their investment in the Company on a continuing basis and, depending upon
the price and availability of the Company's securities, subsequent developments
concerning the Company, the Company's business and prospects, other investment
and business opportunities available to the Reporting Persons, general stock
market and economic conditions, tax considerations and other factors considered
relevant, may decide at any time to increase or decrease the size of their
investment in the Company or to sell any or all of the securities of the Company
that they hold.
Except as set for the above in this Item 4, none of the Reporting Persons
nor, to the best of their knowledge, any person listed in Schedule I to the
Original 13D, has any plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or
-5-
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board of Directors; (e) any
material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company's business or corporate structure;
(g) changes in the Company's Charter, By-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the Company to be
de-listed from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) of the Amended 13D are hereby amended and restated in
their entirety as follows:
(a) Due to their respective relationships with the Investors and each other, as
of September 15, 2005, each of the Reporting Persons may be deemed to
beneficially own, in the aggregate, 29,942,281 shares of Common Stock by virtue
of the Investors' ownership of such shares as of such date. As of September 15,
2005, the Reporting Persons may also be deemed to own additional shares of
Common Stock by virtue of the Investors' ownership of the Series B Preferred
Stock, the Adjustable Warrant, the March 15 Warrants, the Securities Purchase
Warrants and the Stock Purchase Warrants
-6-
(collectively, the "Convertible Securities"). Assuming the full exercise and
conversion of the Convertible Securities (accounting only for the 525,732 shares
of Common Stock that are presently exercisable under the Adjustable Warrant,
according to the Company's Form 10-Q for the quarter ended June 30, 2005 (the
"Form 10-Q"), the Reporting Persons are deemed to beneficially own 40,571,057
shares of Common Stock, representing approximately 24.4% of the outstanding
class of Common Stock, based on a total of 166,143,631 shares of Common Stock
outstanding, which is comprised of: (i) 112,603,881 shares of Common Stock
outstanding as of September 15, 2005, as represented to the Reporting Persons by
the Company, (ii) the 3,562,238 shares of Common Stock issuable upon the
conversion of the 3,562,238 shares of Series B Preferred Stock acquired by the
Investors, (iii) the 525,732 shares of Common Stock presently issuable upon the
exercise of the Adjustable Warrant, (iv) the 2,500,000 shares of Common Stock
issuable upon the exercise of the March 15 Warrants, (v) the 863,236 shares of
Common Stock presently issuable upon the exercise of the Securities Purchase
Warrants, (vi) the 28,760,031 shares of Common Stock issued pursuant to the
Merger Agreement as represented to the Reporting Persons by the Company, (vii)
the 14,150,943 shares of Common Stock issued pursuant to the Stock Purchase
Agreement and (viii) the 3,177,150 shares of Common Stock presently issuable
upon the exercise of the Stock Purchase Warrants.
(b) Each of the Investors share the power to vote or to direct the vote and
to dispose or to direct the disposition of the 40,571,057 shares of Common Stock
it may be deemed to beneficially own as of September 15, 2005. Each of WP, WP
LLC and WPP LLC shares with the Investors the power to vote or to direct the
vote and to dispose or to
-7-
direct the disposition of the 40,571,057 shares of Common Stock it may be deemed
to beneficially own as of September 15, 2005.
Item 7. Material to be Filed as Exhibits
99.1. Stock Purchase Warrants
-8-
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 19, 2005 WARBURG PINCUS PRIVATE EQUITY
VIII, L.P.
By: Warburg Pincus Partners
LLC, its General Partner
By: Warburg Pincus &
Co., its Managing
Member
By: /s/ Scott A. Arenare
------------------------
Name: Scott A. Arenare
Title: Partner
Dated: September 19, 2005 WARBURG PINCUS & CO.
By: /s/ Scott A. Arenare
------------------------
Name: Scott A. Arenare
Title: Partner
Dated: September 19, 2005 WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
------------------------
Name: Scott A. Arenare
Title: Member
Dated: September 19, 2005 WARBURG PINCUS PARTNERS LLC
By: Warburg Pincus & Co.,
its Managing Member
By: /s/ Scott A. Arenare
------------------------
Name: Scott A. Arenare
Title: Partner