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 21, 2007
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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000-27038
(Commission
File Number)
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94-3156479
(IRS Employer
Identification No.) |
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (781) 565-5000
(Former name or former address, if changed since last report)
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):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01 Entry into a Material Definitive Agreement
On February 22, 2007, Nuance Communications, Inc. (“Nuance”) announced it had entered into a
definitive Agreement and Plan of Merger (the “Merger Agreement”) by and among Nuance, Beryllium
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Nuance (“Sub I”),
Beryllium Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of
Nuance (“Sub II”), and BeVocal, Inc., a Delaware corporation (“BeVocal”), pursuant to which Sub I
will merge with and into BeVocal (the “First Step Merger”), with BeVocal as the surviving
corporation (the “Interim Surviving Corporation”), and as soon as practicable thereafter the
Interim Surviving Corporation will merge with and into Sub II, the separate corporate existence of
the Interim Surviving Corporation shall cease, and Sub II shall continue as the surviving entity
and as a wholly-owned subsidiary of Nuance (the “Second Step Merger” and, taken together with the
First Step Merger, the “Merger”).
The aggregate consideration consists of (i) approximately 8.3 million shares of Nuance common
stock, (ii) an initial payment of approximately $15 million in cash, net of the estimated cash
closing balance of BeVocal, and (iii) a contingent payment of up to an additional $60,000,000 in
cash to be paid, if at all, approximately 18 months following the closing, upon the achievement of
certain performance objectives. The merger consideration will be paid to the BeVocal shareholders
in accordance with the terms of the Merger Agreement.
The closing of the Merger is subject to customary closing conditions, including regulatory
approvals. A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated
herein by reference. The foregoing description of the Merger and the Merger Agreement is qualified
in its entirety by reference to the full text of the Merger Agreement.
Item 3.02. Unregistered Sales of Equity Securities.
In accordance with the terms of the Merger Agreement, Nuance will issue to the stockholders of
BeVocal approximately 8.3 million shares of Nuance common stock on the date of the consummation of
the Merger. These shares are expected to be issued in reliance upon an exemption from registration
provided by Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”) for
the issuance and exchange of securities approved after a public hearing upon the fairness of the
terms and conditions of the exchange by a state commission authorized by law to grant such
approval. Nuance intends to apply for such a public fairness hearing before the Commissioner of
the California Department of Corporations, in accordance with Section 25142 of the California
Corporate Securities Law of 1968, as amended.
Item 7.01. Regulation FD Disclosure.
On February 22, 2007, Nuance issued a press release announcing that it had entered into the Merger
Agreement, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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2.1 |
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Agreement and Plan of Merger by and among Nuance Communications, Inc.,
Beryllium Acquisition Corporation, Beryllium Acquisition LLC and BeVocal, Inc. dated as
of February 21, 2007. |
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99.1 |
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Press Release dated February 22, 2007 by Nuance Communications, Inc.* |
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This exhibit is “furnished” as part of this Current Report on
Form 8-K and not “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, or otherwise subject to the liabilities of that section and may
only be incorporated by reference in another filing under the Securities
Exchange Act of 1934 or the Securities Act of 1933 if, and to the extent, such
subsequent filing specifically references this exhibit. |