AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 2003
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SCANSOFT, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 94-3156479
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
9 CENTENNIAL DRIVE, PEABODY, MASSACHUSETTS 01960
(Address of principal executive offices) (Zip Code)
SCANSOFT, INC. 2000 NONSTATUTORY STOCK PLAN
AMENDED AND RESTATED SCANSOFT, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
SCANSOFT 2003 STOCK PLAN (FORMERLY THE SPEECHWORKS INTERNATIONAL, INC.
2000 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN)
SCANSOFT, INC. STAND-ALONE STOCK OPTION AGREEMENT (A)
(Full title of plans)
DAVID GERTH
CHIEF FINANCIAL OFFICER
SCANSOFT, INC.
9 CENTENNIAL DRIVE, PEABODY, MASSACHUSETTS 01960
(Name and address of agent for service)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (978) 977-2000
Copies to:
KATHARINE A. MARTIN, ESQ.
WILSON SONSINI GOODRICH & ROSATI, PC
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED* SHARE PRICE REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par 3,000,000 shares $ 4.475** $13,425,000 $1,086.08
value, to be issued upon the
exercise of options granted
under the ScanSoft, Inc. 2000
Nonstatutory Stock Plan.****
Common Stock, $0.001 par 500,000 shares $ 4.475** $ 2,237,500 $ 181.01
value, to be issued under
the Amended and Restated
ScanSoft, Inc. 1995 Stock
Purchase Plan.****
Common Stock, $0.001 par 4,122,430 shares $ 4.475** $18,447,874 $1,492.43
value, to be issued upon the
exercise of options granted
under the ScanSoft 2003
Stock Plan.****
Common Stock, $0.001 par 10,000 shares $1.7200*** $ 17,200 $ 1.39
value, to be issued upon the
exercise of options granted
under the ScanSoft, Inc.
Stand-Alone Stock Option
Agreement (A).****
Total 7,632,430 shares $34,127,574 $2,760.92
* This registration Statement shall be deemed to cover any additional shares
of the Registrant's Common Stock that become issuable under the above
listed plans by reason of any stock dividend, stock split, recapitalization
or similar transaction effected without the Registrant's receipt of
consideration that results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
on the basis of $4.475 per share, the average of the high and low prices
per share of the Common Stock as reported on the NASDAQ National Market on
September 10, 2003.
*** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
$1.7200 per share, the price at which the option granted pursuant to the
Agreement may be exercised.
**** Pursuant to a Preferred Shares Rights Agreement dated as of October 23,
1996, one preferred share purchase right will be issued with each share of
common stock issued by the Registrant. The rights currently are not
separately transferable apart from the common stock, nor are they
exercisable until the occurrence of certain events. Accordingly, no
independent value has been attributed to the rights.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of ScanSoft, Inc. (the "Registrant")
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); (ii) all other reports filed by the Registrant
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in clause (i) above; and
(iii) the description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
October 20, 1995, including any amendment or report filed for the purpose of
updating such description. All documents filed by the Registrant after the date
of this registration statement pursuant to
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Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment (that indicates all securities offered have been sold
or deregisters all securities then remaining unsold), shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Certificate of Incorporation eliminates the liability of our directors to
us for monetary damages for breach of fiduciary duty as a director to the
fullest extent permissible under Delaware law, as such law exists currently or
as it may be amended in the future. Under Delaware law, such provision may not
eliminate or limit director monetary liability for: (a) breaches of the
director's duty of loyalty to us or our stockholders; (b) acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law;
(c) the payment of unlawful dividends or unlawful stock repurchases or
redemptions; or (d) transactions in which the director received an improper
personal benefit. Such limitation of liability provisions also may not limit a
director's liability for violation of, or otherwise relieve us or our directors
from the necessity of complying with, federal or state securities laws, or
affect the availability of non-monetary remedies such as injunctive relief or
rescission.
Our Bylaws provide that we shall indemnify our directors and officers and may
indemnify our employees and other agents to the fullest extent permitted by
law. We believe that indemnification under our Bylaws covers at least
negligence and gross negligence on the part of indemnified parties. Our Bylaws
also permit us to secure insurance on behalf of any officer, director, employee
or other agent for any liability arising out of his or her actions in such
capacity, regardless of whether we would have the power to indemnify him or her
against such liability under the General Corporation Law of Delaware. We
currently have secured such insurance on behalf of our officers and directors.
We have entered into agreements to indemnify our directors and officers, in
addition to indemnification provided for in our Bylaws. Subject to certain
conditions, these agreements, among other things, indemnify our directors and
officers for certain expenses (including attorney's fees), judgments, fines and
settlement amounts incurred by any such person in any action or proceeding,
including any action by or in the right of ScanSoft, arising out of such
person's services as a director or officer of our company, any of our
subsidiaries or any other company or enterprise to which the person provides
services at our request.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
4.2 Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
4.3 ScanSoft 2003 Stock Plan.
4.4 ScanSoft, Inc. Stand-Alone Stock Option Agreement (A)
5.1 Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
10.1 Form of Indemnification Agreement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
(included in Exhibit 5.1 above).
24.1 Power of Attorney.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Peabody, State of Massachusetts on the 12th day of
September, 2003.
SCANSOFT, INC.
By /s/ Paul A. Ricci
-------------------------
Paul A. Ricci
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Paul A. Ricci
------------------------------- Chairman of the Board and Chief September 12, 2003
Paul A. Ricci Executive Officer (Principal
Executive Officer)
/s/ David A. Gerth
------------------------------- Senior Vice President and Chief September 12, 2003
David A. Gerth Financial Officer (Principal
Financial Officer)
/s/ Gerald C. Kent, Jr.
------------------------------- Chief Accounting Officer and September 12, 2003
Gerald C. Kent, Jr. Corporate Controller (Principal
Accounting Officer)
Directors:
*
-------------------------------
Paul A. Ricci Chairman of the Board September 12, 2003
*
-------------------------------
Stuart Patterson Director September 12, 2003
* Director September 12, 2003
-------------------------------
Robert G. Teresi
* Director September 12, 2003
-------------------------------
Katharine A. Martin.
* Director September 12, 2003
-------------------------------
Robert J. Frankenberg
* Director September 12, 2003
-------------------------------
Mark B. Myers
* Director September 12, 2003
-------------------------------
Robert Finch
* Director September 12, 2003
-------------------------------
John Freker
*By /s/ David A. Gerth
----------------------------
David A. Gerth
Attorney-in-Fact
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EXHIBIT INDEX
4.1 ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
4.2 Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
4.3 ScanSoft, Inc. 2003 Stock Plan.
4.4 ScanSoft, Inc. Stand-Alone Stock Option Agreement (A)
5.1 Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
10.1 Form of Indemnification Agreement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
(included in Exhibit 5.1 above).
24.1 Power of Attorney.
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