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):
June 16, 2011
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 |
(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(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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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)) |
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| Item 2.01. |
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Completion of Acquisition or Disposition of Assets. |
On June 16, 2011, Nuance Communications, Inc. (“Nuance”) acquired all of the outstanding capital
stock of SVOX AG (“SVOX”) pursuant to a Share Purchase Agreement, as amended (the “Purchase Agreement”) by and
among Nuance, Ruetli Holding Corporation (a wholly-owned subsidiary of Nuance), the shareholders
of SVOX and smac partners GmbH, as the shareholder representative. The aggregate consideration
payable to the former stockholders of SVOX consists of €87 million, of which €57 million was paid
in cash at the closing, (ii) €8.3 million is payable in cash or shares of Nuance common stock on
the first anniversary of the closing and (iii) €21.7 million is payable in cash or shares of Nuance
common stock on or before December 31, 2012. Purchase Agreement will be filed as an exhibit to Nuance’s Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2011.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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(a) |
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Financial Statements of Business Acquired |
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(1) |
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The financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment within 71 calendar days after the date this report on Form 8-K is required to
be filed. |
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(b) |
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Pro Forma Financial Information |
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(1) |
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The pro forma financial statements required by Item 9.01(b) of Form 8-K will be
filed by amendment within 71 calendar days after the date this report on Form 8-K is
required to be filed. |