AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 2005
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SCANSOFT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 94-3156479
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
9 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS, 01960
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
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SCANSOFT, INC. 2000 NONSTATUTORY STOCK PLAN
AMENDED AND RESTATED SCANSOFT, INC. 1995 EMPLOYEE STOCK PURCHASE
PLAN
SCANSOFT, INC. 2000 STOCK PLAN
(FULL TITLE OF THE PLAN)
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JAMES R. ARNOLD, JR.
CHIEF FINANCIAL OFFICER
SCANSOFT, INC.
9 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS 01960
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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(978) 977-2000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
KATHARINE A. MARTIN, ESQ.
ROBERT SANCHEZ, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM PROPOSED AMOUNT OF
OF SECURITIES TO TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
BE REGISTERED REGISTERED* PER SHARE OFFERING PRICE FEE
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Common Stock
$0.001 par value to be issued upon
the exercise of options granted
under the ScanSoft, Inc. 2000
Nonstatutory Stock Plan****........ 3,500,000 shares $ 4.69** $16,415,000 $1,932.05
Common Stock
$0.001 par value to be issued
pursuant to the Amended and
Restated ScanSoft, Inc. 1995
Employee Stock Purchase Plan****... 1,000,000 shares $ 3.9865*** $ 3,986,500 $ 469.21
Common Stock
$0.001 par value to be issued upon
the exercise of options granted
under the ScanSoft, Inc.
2000 Plan****..................... 2,500,000 shares $ 4.69** $11,725,000 $1,380.03
================ ----------- ---------
Total................................. 7,000,000 shares $32,126,500 $3,781.29
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* Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall be deemed to cover
any additional shares of the Registrant's Common Stock that become
issuable under the above listed plans by reason of any stock dividend,
stock split, recapitalization or similar transaction effected without the
Registrant's receipt of consideration that results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the
basis of $4.69 per share, the average of the high and low prices per share
of the Common Stock as reported on the NASDAQ National Market on
February 9, 2005.
*** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the
basis of 85% of $3.9865 per share, the average of the high and low prices
per share of the Common Stock as reported on the NASDAQ National Market on
February 9, 2005.
**** Pursuant to a Preferred Shares Rights Agreement dated as of October 23,
1996, as amended on March 19, 2004, one preferred share purchase right
will be issued with each share of Common Stock issued by the Registrant.
The rights currently are not separately transferable apart from the Common
Stock, nor are they exercisable until the occurrence of certain events.
Accordingly, no independent value has been attributed to the rights.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by ScanSoft, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K/T for the period ended
September 30, 2004 filed with the Commission on January 6, 2005.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 2004 filed with the Commission on February 9, 2005.
(c) The Registrant's Current Report on Form 8-K filed with the Commission
on October 26, 2004.
(d) The Registrant's Current Report on Form 8-K filed with the Commission
on November 2, 2004.
(e) The Registrant's Current Report on Form 8-K filed with the Commission
on November 18, 2004.
(f) The Registrant's Current Report on Form 8-K filed with the Commission
on December 10, 2004.
(g) The Registrant's Current Report on Form 8-K filed with the Commission
on February 1, 2005.
(h) The Registrant's Current Report on Form 8-K filed with the Commission
on February 7, 2005.
(i) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since September 30, 2004.
(j) The description of the Registrant's Common Stock to be offered hereby
is contained in the Registrant's Registration Statement on Form 8-A filed with
the Commission on October 20, 1995 pursuant to Section 12(b) of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.
(k) The description of the Registrant's Amended and Restated Preferred
Shares Rights Agreement contained in the Registrant's Registration Statement on
Form 8-A/A filed with the Commission on March 19, 2004 pursuant to Section 12(g)
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of
this Registration Statement and prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this Registration Statement
from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities offered hereby has been passed upon for
ScanSoft, Inc. by Jo-Anne Sinclair, Esq., General Counsel of ScanSoft, Inc.. Ms.
Sinclair is paid a salary by ScanSoft, Inc., is a participant in various
employee benefit plans offered to employees of ScanSoft, Inc. generally, and
owns and has options to purchase shares of ScanSoft, Inc. Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation eliminates the liability of
its directors for monetary damages for breach of fiduciary duty as a director to
the fullest extent permissible under Delaware law, as such law exists currently
or as it may be amended in the future. Under Delaware law, such provision may
not eliminate or limit director monetary liability for: (a) breaches of the
director's duty of loyalty to the Registrant or its stockholders; (b) acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law; (c) the payment of unlawful dividends or unlawful stock
repurchases or redemptions; or (d) transactions in which the director received
an improper personal benefit. Such limitation of liability provisions also may
not limit a director's liability for violation of, or otherwise relieve the
Registrant or its directors from the necessity of complying with, federal or
state securities laws, or affect the availability of non-monetary remedies such
as injunctive relief or rescission.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Registrant believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Registrant's Bylaws also permit it to secure insurance
on behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in such capacity, regardless of whether the
Registrant would have the power to indemnify him or her against such liability
under the General Corporation Law of Delaware. The Registrant currently has
secured such insurance on behalf of its officers and directors.
The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any of its subsidiaries or any other company or
enterprise to which the person provides services at the Registrant's request.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
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ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
4.2 Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
4.3 ScanSoft, Inc. 2000 Stock Plan.
5.1 Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. (included in Exhibit 5.1 above).
24.1 Power of Attorney.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
(i) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Peabody, State of Massachusetts on this 10th day of
February, 2005.
SCANSOFT, INC.
By: /s/ Paul A. Ricci
_____________________________
Paul A. Ricci
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Paul A. Ricci Chairman of the Board, Chief Executive Officer,
-------------------------------- and Director (Principal Executive Officer) February 10, 2005
Paul A. Ricci
/s/ James R. Arnold, Jr. Senior Vice President and Chief Financial
-------------------------------- Officer (Principal Financial Officer) February 10, 2005
James R. Arnold, Jr.
/s/ Gerald C. Kent, Jr. Chief Accounting Officer and Corporate
-------------------------------- Controller (Principal Accounting Officer) February 10, 2005
Gerald C. Kent, Jr.
*
-------------------------------- Director February 10, 2005
Robert M. Finch
* Director February 10, 2005
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Robert J. Frankenberg
* Director February 10, 2005
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John C. Freker, Jr.
* Director February 10, 2005
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William H. Janeway
* Director February 10, 2005
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Katharine A. Martin
* Director February 10, 2005
--------------------------------
Mark B. Myers
* Director February 10, 2005
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Robert G. Teresi
*By: /s/ James R. Arnold, Jr.
_____________________________________
James R. Arnold, Jr.
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
4.2 Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
4.3 ScanSoft, Inc. 2000 Stock Plan.
5.1 Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. (included in Exhibit 5.1 above).
24.1 Power of Attorney.
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