UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
May 14, 2007
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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000-27038
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94-3156479 |
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| (State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer |
| Incorporation)
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Identification No.) |
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices, including Zip Code)
(781) 565-5000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On May 14, 2007, Nuance Communications, Inc. (“Nuance”) announced it had entered into a definitive
Agreement and Plan of Merger (the “Merger Agreement”) by and among Nuance, Vicksburg Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of Nuance (“Sub”), Voice Signal
Technologies, Inc., a Delaware corporation (“Voice Signal”), U.S. Bank National Association, as
escrow agent (“Escrow Agent”), and Stata Venture Partners, LLC, serving as the representative of
Voice Signal’s stockholders (“Stockholder Representative”), pursuant to which Sub will merge with
and into Voice Signal, with Voice Signal as the surviving corporation and as a wholly owned
subsidiary of Nuance (the “Merger”).
The aggregate consideration consists of (i) approximately 5.84 million shares of Nuance common
stock, and (ii) an initial cash payment of approximately $204 million, net of the estimated cash
closing balance of Voice Signal. Based on the reported closing price of Nuance common stock on May
14, 2007, the aggregate consideration is valued at approximately $293 million, net of cash. The
merger consideration will be paid to the Voice Signal 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 7.01. Regulation FD Disclosure.
On May 15, 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.
(d) Exhibits
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2.1. |
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Agreement and Plan of Merger by and among Nuance, Vicksburg Acquisition
Corporation, Voice Signal Technologies, Inc., U.S. Bank National Association, as
Escrow Agent, and Stata Venture Partners, LLC, as Stockholder Representative, dated
as of May 14, 2007. |
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99.1 |
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Press Release dated May 15, 2007 by Nuance Communications, Inc.* |
* 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.
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