Form 8-K - Nuance Communications, Inc.
Table of Contents

 
 
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):
January 4, 2006
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   000-27038   94-3156479
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (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):
  o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

ITEM 8.01 Other Events
ITEM 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 - Unaudited Pro Forma Combined Condensed Financial Statements


Table of Contents

ITEM 8.01 Other Events
On September 16, 2005, Nuance Communications, Inc. (f/k/a ScanSoft, Inc.) (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other items, the completion of the acquisition of the former Nuance Communications, Inc. (“Former Nuance”). The Original Form 8-K included the unaudited pro forma combined financial statements of the Company for the nine months ended September 30, 2004, and as of and for the nine months ended June 30, 2005, giving effect to the acquisition of Former Nuance as a purchase by the Company. This Current Report on Form 8-K is being filed to include updated unaudited pro forma combined condensed financial statements of the Company for the year ended September 30, 2005, giving effect to the acquisition of Former Nuance as a purchase by the Company.
ITEM 9.01 Financial Statements and Exhibits
  (a)   Financial Statements of Business Acquired
 
  (b)   Pro Forma Financial Information
  (1)   The unaudited pro forma combined financial statements of the Company for the twelve months ended September 30, 2005, giving effect to the acquisition of Former Nuance as a purchase of Former Nuance by the Company, are being filed as Exhibit 99.1 to this Form 8-K and are included herein).
  (c)   Exhibits
  99.1   Unaudited Pro Forma Combined Condensed Financial Statements.

 


Table of Contents

SIGNATURE
     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.
         
  NUANCE COMMUNICATIONS, INC.
 
 
Date:   January 4, 2006  By:   /s/ James R. Arnold, Jr.    
    James R. Arnold, Jr.    
    Chief Financial Officer   

 


Table of Contents

         
EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  99.1    
Unaudited Pro Forma Combined Condensed Financial Statements.