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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
SEPTEMBER 8, 2004
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SCANSOFT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-27038 94-3156479
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
9 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS 01960
(Address of Principal Executive Offices, including Zip Code)
(978) 977-2000
(Registrant's telephone number, including area code)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 8, 2004, PricewaterhouseCoopers LLP ("PwC") resigned as the
independent registered public accounting firm for ScanSoft, Inc. ("ScanSoft").
ScanSoft's audit committee has commenced an immediate search for a new
independent registered public accountant, including requesting proposals from
other accounting firms.
PwC's reports on ScanSoft's consolidated financial statements for the years
ended December 31, 2002 and 2003 did not contain any adverse opinion, or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During ScanSoft's fiscal years ended December 31, 2002 and 2003 and through
September 8, 2004, (i) there were no disagreements with PwC on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to PwC's satisfaction,
would have caused PwC to make reference thereto in their reports on the
financial statements for such years and (ii) there were no "reportable events"
as such term is defined in Item 304(a)(1)(v) of Regulation S-K.
ScanSoft provided PwC with a copy of this Form 8-K prior to its filing with the
Securities and Exchange Commission and requested PwC to furnish a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made above. Attached as Exhibit 16.1 is a copy of PwC's
letter to the Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
16.1 Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission dated September 14, 2004.
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
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David A. Gerth
Chief Financial Officer
Date: September 14, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter from PricewaterhouseCoopers LLP to the Securities and
Exchange Commission dated September 14, 2004.