Filed by ScanSoft, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Nuance Communications, Inc.
Commission File No.: 000-30203
The following e-mail was sent to ScanSoft and Nuance employees on June 2, 2005:
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To all employees,
As you saw in today's update from Paul and Chuck, we are moving forward on our
integration planning and would like to provide an update on the progress of the
ScanSoft and Nuance R&D integration efforts. This three-month process will take
place over the summer as we work to understand, analyze, and map out our plans
and roadmaps for the product lines of the combined company. These plans will be
shared broadly upon closing.
To begin this process, we have formed a R&D integration leadership group that
includes Doug Sharp and Larry Heck on the Nuance side, and Mike Phillips, Vlad
Sejnoha, and Jeanne McCann on the ScanSoft side. Specific sub-teams for topics
are being identified and will be communicated in the coming weeks. We plan the
initial two-way information briefings, or discovery phase of the integration, to
start this week and to continue through June.
Although our combined future is important, it is paramount that we not lose
sight of our current obligations and projects. As with other areas of the
business, we'll continue to conduct business as usual, paying particular
attention to maintaining our current work on products and customer needs at both
companies and limiting the integration work to a small number of people.
While we do not expect to have all of the R&D structural or organizational
decisions made or communicated until closing, there is one important, exciting
announcement I want to communicate today. Upon closing, Doug Sharp from Nuance
will become the vice president of the network speech recognition and directory
assistance R&D efforts for the combined company. We are pleased that Doug, with
a strong track record and more than 15 years of experience in the network speech
business, will lead our network speech efforts, and I personally am delighted to
have the opportunity to work with Doug.
As part of the combined organization, Nils Lenke and the ScanSoft directory
assistance R&D teams, as well as the current ScanSoft network ASR R&D teams will
report to Doug upon closing. Likewise, we are pleased to announce that, on
closing Guido Gallopyn will be providing his full focus on our now expanding
dictation and transcription efforts as vice president of Dragon R&D. Guido and
Doug will work together over the coming months toward the integrated company R&D
plans.
We appreciate the ongoing efforts of the teams from ScanSoft and Nuance during
this integration period to construct the plans for the new combined company and
take the necessary steps toward preserving and extending our technical
excellence.
Thank you all as we deliver the present and plan for the future!
Jeanne
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Jeanne McCann
Senior Vice President, R&D
ScanSoft, Inc.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
ScanSoft plans to file with the SEC a Registration Statement on Form S-4 in
connection with the transaction and ScanSoft and Nuance plan to file with the
SEC and mail to their respective stockholders a Joint Proxy Statement/Prospectus
in connection with the transaction. The Registration Statement and the Joint
Proxy Statement/Prospectus will contain important information about ScanSoft,
Nuance, the transaction and related matters. Investors and security holders are
urged to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully when they are available. Investors and security
holders will be able to obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus and other documents filed with the SEC by
ScanSoft and Nuance through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies
of the Registration Statement and the Joint Proxy Statement/Prospectus from
ScanSoft by contacting ScanSoft Investor Relations at (978) 977-2000 or from
Nuance by contacting Nuance Investor Relations at (650) 847-0000.
ScanSoft and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of ScanSoft
and Nuance in connection with the transaction described herein. Information
regarding the special interests of these directors and executive officers in the
transaction described herein will be included in the Joint Proxy
Statement/Prospectus described above. Additional information regarding these
directors and executive officers is also included in ScanSoft's proxy statement
for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on
January 28, 2005. This document is available free of charge at the SEC's web
site at www.sec.gov and from ScanSoft by contacting ScanSoft Investor Relations
at (978) 977-2000.
Nuance and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of ScanSoft
and Nuance in connection with the transaction described herein. Information
regarding the special interests of these directors and executive officers in the
transaction described herein will be included in the Joint Proxy
Statement/Prospectus described above. Additional information regarding these
directors and executive officers is also included in Nuance's proxy statement
for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on May
2, 2005. This document is available free of charge at the SEC's web site at
www.sec.gov and from Nuance by contacting Nuance Investor Relations at (650)
847-0000.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between ScanSoft
and Nuance, the integration planning efforts, benefits and synergies of the
transaction, and any other statements about ScanSoft managements' future
expectations, beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates," "expects,"
estimates and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors that could
cause actual results or events to differ materially from those indicated by such
forward-looking statements, including: the ability to consummate the
transaction; the ability of ScanSoft to successfully integrate Nuance's
operations and employees; the ability to realize anticipated synergies; and the
other factors described in ScanSoft's Annual Report on Form 10K for the year
ended September 30, 2004 and Nuance's Annual Report on Form 10K for the year
ended December 31, 2004 and their most recent quarterly reports filed with the
SEC. ScanSoft disclaims any intention or obligation to update any
forward-looking statements as a result of developments occurring after the date
of this document.