UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ScanSoft, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3156479
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(State of Incorporation or Organization) (IRS Employer Identification No.)
9 Centennial Drive, Peabody, Massachusetts 01960
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. 9
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. :
Securities Act registration statement file number to which this form relates (if
applicable): Not applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 23, 1996, the Board of Directors of Visioneer,
Inc., predecessor in interest to ScanSoft, Inc. (the "Company"),
declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of Common Stock (the "Common Shares"), of
the Company. The record date for the dividend is November 11, 1996 (the
"Record Date"), and the dividend is payable to stockholders of record
as of the close of business on that date and with respect to each
Common Share that becomes outstanding between the Record Date and the
earlier of the Distribution Date (as defined below) and the expiration
of the Rights. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A
Participating Preferred Stock of the Company (the "Series A Preferred
Shares"), subject to adjustment, at a price of $27.50 per
one-thousandth of a Series A Preferred Share, subject to adjustment
(the "Exercise Price"). The description and terms of the Rights are set
forth in an Amended and Restated Preferred Shares Rights Agreement (the
"Rights Agreement") dated as of October 23, 1996 and amended and
restated as of March 15, 2004, by and between the Company and U.S.
Stock Transfer Corporation, as Rights Agent (the "Rights Agent").
The following summary of the principal terms of the Rights
Agreement is a general description only and is subject to the detailed
terms and conditions of the Rights Agreement. A copy of the Rights
Agreement, including the original Certificate of Designations, the
Company's Amended and Restated Certificate of Incorporation, the form
of Rights Certificate and the Summary of Rights is attached as Exhibit
4 to this Registration Statement and is incorporated herein by
reference.
RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES
The Rights will not be exercisable until the Distribution Date
(defined below). Until the Distribution Date, certificates for the
Rights ("Rights Certificates") will not be sent to stockholders, and
the Rights will attach to and trade only together with the Common
Shares. Accordingly, Common Share certificates outstanding on the
Record Date will evidence the Rights related thereto, and Common Share
certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender
or transfer of any certificates for Common Shares also will constitute
the transfer of the Rights associated with the Common Shares
represented by such certificate.
DISTRIBUTION DATE
The Rights will separate from the Common Shares, Rights
Certificates will be issued and the Rights will become exercisable upon
the earlier of (a) the tenth business day (or such later date as may be
determined by the Company's Board of Directors) following public
announcement that a person or group of affiliated or associated persons
("Acquiring Person") has acquired beneficial ownership of 20% or more
of the Common Shares then outstanding, or (b) the tenth business day
(or such later date as may be determined by the Company's Board of
Directors) after a person or group announces a tender or exchange
offer, the consummation of which would result in ownership by such
person or group of 20% or more of the Company's then outstanding Common
Shares. The earlier of such dates is referred to as the "Distribution
Date."
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ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date, a
Rights Certificate will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and the
Rights Certificates alone will evidence the Rights from and after the
Distribution Date. All Common Shares issued after the Distribution Date
will be issued with Rights. The Rights will expire on the earliest of
(i) October 23, 2006 (the "Final Expiration Date"), or (ii) redemption
or exchange of the Rights as described below.
INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until one of the further
events described below, holders of the Rights will be entitled to
receive, upon exercise and the payment of the Exercise Price, one
one-thousandth of a Series A Preferred Share. In the event that the
Company does not have sufficient Series A Preferred Shares available
for all Rights to be exercised, or the Board decides that such action
is necessary and not contrary to the interests of Rights holders, the
Company may instead substitute cash, assets or other securities for the
Series A Preferred Shares for which the Rights would have been
exercisable under this provision or as described below.
RIGHT TO BUY COMPANY COMMON SHARES
Unless the Rights are earlier redeemed or exchanged, in the
event that an Acquiring Person obtains 20% or more of the Company's
then outstanding Common Shares, then each holder of a Right which has
not theretofore been exercised (other than Rights beneficially owned by
the Acquiring Person, which will thereafter be void) will thereafter
have the right to receive, upon exercise, Common Shares having a value
equal to two times the Exercise Price.
RIGHT TO BUY ACQUIRING COMPANY STOCK
Similarly, unless the Rights are earlier redeemed or
exchanged, in the event that, after an Acquiring Person obtains 20% or
more of the Company's then outstanding Common Shares, (i) the Company
merges into another entity, (ii) an acquiring entity merges into the
Company, or (iii) the Company sells 50% or more of the Company's
consolidated assets or earning power, proper provision must be made so
that each holder of a Right which has not theretofore been exercised
(other than Rights beneficially owned by the Acquiring Person, which
will thereafter be void) will thereafter have the right to receive,
upon exercise, shares of common stock of the acquiring company having a
value equal to two times the Exercise Price.
EXCHANGE PROVISION
At any time after an Acquiring Person obtains 20% or more of
the Company's then outstanding Common Shares and prior to the
acquisition by such Acquiring Person of 50% or more of the Company's
outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person),
in whole or in part, at an exchange ratio of one Common Share per
Right.
REDEMPTION
At any time on or prior to the close of business on the
earlier of (i) the fifth day following public announcement that an
Acquiring Person has acquired beneficial ownership of
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20% or more of the Common Shares then outstanding (or such later date
as may be determined by action of the Company's Board of Directors and
publicly announced by the Company), or (ii) the Final Expiration Date,
the Company may redeem the Rights in whole, but not in part, at a price
of $0.001 per Right.
ADJUSTMENTS TO PREVENT DILUTION
The Exercise Price payable, the number of Rights, and the
number of Series A Preferred Shares or Common Shares or other
securities or property issuable upon exercise of the Rights are subject
to adjustment from time to time in connection with the dilutive
issuances by the Company as set forth in the Rights Agreement. With
certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments require an adjustment of at least
1% in such Exercise Price.
CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES
No fractional Common Shares will be issued upon exercise of a
Right and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Common Shares on the last trading date prior to
the date of exercise.
NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company (other than any rights
resulting from such holder's ownership of Common Shares), including,
without limitation, the right to vote or to receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
The terms of the Rights and the Rights Agreement may be
amended in any respect without the consent of the Rights holders on or
prior to the Distribution Date; thereafter, the terms of the Rights and
the Rights Agreement may be amended without the consent of the Rights
holders in order to cure any ambiguities or to make changes which do
not adversely affect the interests of Rights holders (other than the
Acquiring Person).
RIGHTS AND PREFERENCES OF THE SERIES A PREFERRED SHARES
Each one one-thousandth of a Series A Preferred Share has
rights and preferences substantially equivalent to those of one Common
Share.
NO VOTING RIGHTS
Rights will not have any voting rights.
CERTAIN ANTI-TAKEOVER EFFECTS
The Rights approved by the Board are designed to protect and
maximize the value of the outstanding equity interests in the Company
in the event of an unsolicited attempt by an acquirer to take over the
Company in a manner or on terms not approved by the Board of Directors.
Takeover attempts frequently include coercive tactics to deprive a
corporation's board of directors and its stockholders of any real
opportunity to determine the destiny of the corporation.
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The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation of shares in the open market
of 20% or greater position to be followed by a merger or a partial or
two-tier tender offer that does not treat all stockholders equally.
These tactics unfairly pressure stockholders, squeeze them out of their
investment without giving them any real choice and deprive them of the
full value of their shares.
The Rights are not intended to prevent a takeover of the
Company and will not do so. Subject to the restrictions described
above, the Rights may be redeemed by the Company at $0.001 per Right at
any time prior to the Distribution Date. Accordingly, the Rights should
not interfere with any merger or business combination approved by the
Board of Directors.
However, the Rights may have the effect of rendering more
difficult or discouraging an acquisition of the Company deemed
undesirable by the Board of Directors. The Rights may cause substantial
dilution to a person or group that attempts to acquire the Company on
terms or in a manner not approved by the Company's Board of Directors,
except pursuant to an offer conditioned upon the negation, purchase or
redemption of the Rights.
Issuance of the Rights does not in any way weaken the
financial strength of the Company or interfere with its business plans.
The issuance of the Rights themselves has no immediate dilutive effect,
will not affect reported earnings per share, should not be taxable to
the Company or to its stockholders, and will not change the way in
which the Company's shares are presently traded. The Company's Board of
Directors believes that the Rights represent a sound and reasonable
means of addressing the complex issues of corporate policy created by
the current takeover environment.
ITEM 2. EXHIBITS.
4. Amended and Restated Preferred Shares Rights Agreement, dated
as of October 23, 1996, as amended and restated as of March
15, 2004, by and between ScanSoft, Inc. and U.S. Stock
Transfer Corporation.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: March 19, 2004 SCANSOFT, INC.
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(Registrant)
By: /s/ Gerald C. Kent, Jr.
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Gerald C. Kent, Jr.
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit
Number Description
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4. Amended and Restated Preferred Shares Rights Agreement, dated
as of October 23, 1996, as amended and restated as of March
15, 2004, by and between ScanSoft, Inc. and U.S. Stock
Transfer Corporation.
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