e425
Filed by ScanSoft, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Nuance Communications, Inc.
Commission File No.: 333-125496
On
August 9, 2005, ScanSoft, Inc. issued the following press
release.
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News Release
From ScanSoft, Inc. |
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Contacts: |
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Richard Mack
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Jonna Schuyler |
ScanSoft, Inc.
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ScanSoft, Inc. |
Tel: 781-565-5000
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Tel: 781-565-5000 |
Email: richard.mack@scansoft.com
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Email: jonna.schuyler@scansoft.com |
ScanSoft Announces Fiscal Third Quarter Results
Strength
in Speech Business Lines Drives Revenue Growth; Focus on Expenses
Improves Operating Margins
BURLINGTON,
Mass., August 9, 2005 ScanSoft, Inc. (Nasdaq: SSFT), a global leader of speech
and imaging solutions, today announced financial results for its third fiscal quarter ended June
30, 2005. ScanSoft reported revenue of $56.8 million for the quarter ended June 30, 2005, a 23
percent increase over revenue of $46.1 million for the quarter ended June 30, 2004.
On a GAAP basis, ScanSoft recognized net income of $0.2 million, or $0.00 per basic and diluted
share, in the third quarter of fiscal 2005, compared with a net loss of $0.4 million, or $0.00 per
basic and diluted share, in the quarter ended June 30, 2004.
In addition to using GAAP results in evaluating ScanSofts business, management also believes it is
useful to measure results using a non-GAAP measure of net income, which excludes, as applicable,
non-cash taxes, non-cash interest expense, amortization of intangible assets, non-cash stock-based
compensation and restructuring charges. See GAAP to non-GAAP Reconciliation below for further
information on ScanSofts non-GAAP measure.
Using this non-GAAP measure, ScanSoft recognized non-GAAP net income for the third quarter of
fiscal 2005 of $5.9 million, or $0.05 per diluted share, compared with non-GAAP net income of $4.3
million, or $0.04 per diluted share, for the quarter ended June 30, 2004.
In the third quarter, we saw a continuation of the trends that have emerged throughout 2005, most
notably strength in our global speech business lines and growth opportunities in PDF solutions,
said Paul Ricci, ScanSofts Chairman and CEO. Our increased focus on operational efficiencies and
cost controls also contributed to improved operating margins. Our continued progress gives us
increased confidence as we complete the year and prepare for the integration of the Nuance
acquisition.
Consistent with the Companys strategy and recent trends, highlights from the third quarter include:
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Record Achievement in Network Speech The Companys third quarter results
were driven in large part by strong revenue from its range of network speech
applications and services, particularly within North American enterprises and
the telecommunications industry. Important contracts included BellSouth, GE,
Marriott, SBC and Verizon Wireless. |
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New Design Wins for Embedded Speech Continued demand for ScanSofts
speech solutions and services among automotive and consumer electronic
manufacturers contributed to record revenues in embedded speech. Important
design wins for future vehicles, devices and applications included Plantronics,
Motorola, BMW, Nokia and Magnetti Marelli. |
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Demand for Dictation in Healthcare The healthcare and medical field
remained a significant opportunity for the Companys dictation solutions,
affording new or expanded agreements with organizations such as Cardiology
Consultants of Philadelphia and WakeMed. In the third fiscal quarter, the
Company also closed its acquisition of MedRemote, enabling it to offer an
expanded suite of dictation and transcription workflow solutions to hospitals
and healthcare organizations. |
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Better PDF for Business The Company expanded its family of PDF solutions
with new versions of its award-winning PDF Converter software. Within the
first two months of its introduction, the suite of products has exceeded launch
targets in nearly every category and has been well received by customers,
partners and the media. |
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Operational Achievement The Company continued to focus on cost synergies
and expense controls, resulting in additional improvements in its operating
margins. |
ScanSoft to Acquire Nuance
On May 9, ScanSoft announced a definitive agreement to acquire Nuance Communications, Inc. (Nasdaq:
NUAN), whereby ScanSoft will purchase all of the outstanding common stock of Nuance, merging the
two organizations into a single company with the expertise and resources required to satisfy the
increasing demand for powerful speech solutions. The acquisition is expected to close in September
2005, pending stockholder and regulatory approvals. For additional information, please refer to
the Companys recently filed registration statement on Form S-4.
Investor Call
In conjunction with this announcement, the Company will broadcast its quarterly conference call
over the Internet this afternoon at 4:30 p.m. ET. Those who wish to listen to the live broadcast
should visit the Investor Relations section of the Companys Web site at www.scansoft.com at least
15 minutes prior to the event and follow the instructions provided to ensure that the necessary
audio applications are downloaded and installed. The conference call can also be heard live by
dialing (888) 428-4473 or (612) 332-0228, five minutes prior to the call and
referencing conference
code 792067. A replay of the call will be available within 24-48 hours of the announcement. To
access the replay, dial (800) 475-6701 or (320) 365-3844 and refer to access code 792067.
About ScanSoft, Inc.
ScanSoft, Inc. (Nasdaq: SSFT) is a global leader of speech and imaging solutions that are used to
automate a wide range of manual processes saving time, increasing worker productivity and
improving customer service. For more information regarding ScanSoft products and technologies,
please visit www.scansoft.com.
###
Trademark reference: ScanSoft and the ScanSoft logo are registered trademarks or trademarks of
ScanSoft, Inc. in the United States and other countries. All other company or product names
mentioned may be the trademarks of their respective owners.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding ScanSofts fiscal third quarter financial results; the future
demand for, performance of, and opportunities for growth in ScanSofts speech solutions and
productivity applications; the growth of the speech industry and the demand for speech solutions;
the continued strength of existing products, services and relationships as well as the introduction
of new products, services and relationships; the proposed transaction between ScanSoft and Nuance,
the integration planning efforts, and any other statements about ScanSoft managements future
expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing the words believes, plans,
anticipates, expects, or estimates or similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such forward-looking statements,
including: fluctuations in demand for ScanSofts existing and future products; economic conditions
in the United States and abroad; ScanSofts ability to control and successfully manage its
expenses, inventory and cash position; the effects of competition, including pricing pressure;
possible defects in ScanSofts products and technologies; the ability to consummate the proposed
Nuance transaction; the ability of ScanSoft to successfully integrate Nuances operations and
employees; the ability to realize anticipated synergies from acquired businesses; and the other
factors described in ScanSofts Annual Report on Form 10K for the year ended September 30, 2004 and
ScanSofts most recent quarterly report filed with the SEC, as well as the Joint Proxy
Statement/Prospectus described above. ScanSoft disclaims any obligation to update any
forward-looking statements as a result of developments occurring after the date of this document.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
On August 1, 2005, ScanSoft filed with the SEC a Registration Statement on Form S-4 (Reg. No.
333-125496) containing a definitive Joint Proxy Statement/Prospectus regarding the proposed
transaction. Investors and security holders are urged to carefully read the Registration Statement
and the Joint Proxy Statement/Prospectus as it contains important information about ScanSoft,
Nuance, the transaction and related matters. Investors and security holders may obtain free copies
of the Registration Statement and the definitive Joint Proxy Statement/Prospectus and other
documents filed with the SEC by ScanSoft and Nuance through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders may obtain free copies of the
Registration Statement and the definitive Joint Proxy Statement/Prospectus from ScanSoft by
contacting ScanSoft Investor Relations at (781) 565-5000 or from Nuance by contacting Nuance
Investor Relations at (650) 847-0000.
ScanSoft and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of ScanSoft and Nuance in connection with the
proposed transaction. Information regarding the special interests of these directors and executive
officers in the proposed transaction is included in the Joint Proxy Statement/Prospectus described
above. Additional information regarding these directors and executive officers is also included in
ScanSofts proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the
SEC on January 28, 2005. This document is available free of charge at the SECs web site at
www.sec.gov and from ScanSoft by contacting ScanSoft Investor Relations at (781) 565-5000.
Nuance and its directors and executive officers also may be deemed to be participants in the
solicitation of proxies from the stockholders of ScanSoft and Nuance in connection with the
proposed transaction. Information regarding the special interests of these directors and executive
officers in the proposed transaction is included in the Joint Proxy Statement/Prospectus described
above. Additional information regarding these directors and executive officers is also included in
Nuances proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC
on May 2, 2005. This document is available free of charge at the SECs web site at www.sec.gov and
from Nuance by contacting Nuance Investor Relations at (650) 847-0000.
ScanSoft, Inc.
Condensed Consolidated Statements of Operations
(in 000s, except per share amounts)
Unaudited
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Three months ended |
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Nine months ended |
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June 30, |
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June 30, |
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2005 |
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2004 |
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2005 |
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2004 |
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Product licenses |
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$ |
40,387 |
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$ |
34,648 |
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$ |
125,150 |
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$ |
101,968 |
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Professional services |
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16,427 |
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11,436 |
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45,355 |
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29,446 |
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Related parties |
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43 |
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4,359 |
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Total revenue |
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56,814 |
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46,127 |
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170,505 |
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135,773 |
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Costs and expenses: |
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Cost of product licenses |
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4,352 |
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3,541 |
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14,335 |
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11,586 |
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Cost of professional services |
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10,663 |
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7,939 |
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29,933 |
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20,576 |
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Cost of revenue from amortization of intangible assets |
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1,752 |
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2,805 |
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7,260 |
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8,656 |
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Total costs of revenue |
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16,767 |
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14,285 |
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51,528 |
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40,818 |
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Gross Margin |
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40,047 |
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31,842 |
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118,977 |
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94,955 |
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Research and development |
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9,988 |
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8,611 |
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29,224 |
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26,698 |
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Selling and marketing |
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18,667 |
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16,096 |
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56,793 |
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50,447 |
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General and administrative |
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7,237 |
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5,489 |
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20,496 |
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15,114 |
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Amortization of other intangible assets |
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1,083 |
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635 |
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2,731 |
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2,154 |
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Stock based compensation |
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580 |
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530 |
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1,934 |
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1,024 |
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Restructuring and other charges |
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2,080 |
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2,739 |
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1,428 |
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Total operating expenses |
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39,635 |
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31,361 |
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113,917 |
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96,865 |
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Income (loss) from operations |
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412 |
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481 |
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5,060 |
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(1,910 |
) |
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Other income (expense), net |
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108 |
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(206 |
) |
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(458 |
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259 |
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Income (loss) before income taxes |
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520 |
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|
275 |
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4,602 |
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(1,651 |
) |
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Provision for income taxes |
|
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360 |
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|
685 |
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|
2,303 |
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|
242 |
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Net income (loss) |
|
$ |
160 |
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|
$ |
(410 |
) |
|
$ |
2,299 |
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$ |
(1,893 |
) |
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Net Income (loss) per share: basic |
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$ |
0.00 |
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$ |
(0.00 |
) |
|
$ |
0.02 |
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$ |
(0.02 |
) |
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Net income (loss) per share: diluted |
|
$ |
0.00 |
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$ |
(0.00 |
) |
|
$ |
0.02 |
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$ |
(0.02 |
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Weighted average common shares outstanding: basic |
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108,713 |
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103,881 |
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|
106,414 |
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|
102,099 |
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Weighted average common shares outstanding: diluted |
|
|
116,417 |
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|
103,881 |
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|
114,029 |
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|
102,099 |
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ScanSoft, Inc.
Condensed Consolidated Balance Sheet
(in thousands)
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Assets |
|
June 30, 2005 |
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September 30, 2004 |
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Unaudited |
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Current assets: |
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Cash and cash equivalents |
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$ |
22,588 |
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$ |
22,963 |
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Marketable Securities |
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|
3,751 |
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|
7,373 |
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Accounts receivable, net |
|
|
49,917 |
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|
36,523 |
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Prepaid expenses and other current assets |
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|
7,208 |
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|
|
6,629 |
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Total current assets |
|
|
83,464 |
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|
73,488 |
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Goodwill, net |
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|
309,220 |
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|
|
246,424 |
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Long term marketable securities |
|
|
|
|
|
|
17,355 |
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Other intangible assets, net |
|
|
53,719 |
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|
|
43,898 |
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Property and equipment, net |
|
|
10,760 |
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|
|
7,985 |
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Other assets |
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|
5,972 |
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|
|
3,503 |
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Total assets |
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$ |
463,135 |
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$ |
392,653 |
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Liabilities and stockholders equity |
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Current liabilities: |
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Short term note payable |
|
$ |
27,830 |
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$ |
457 |
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Accounts payable and accrued expenses |
|
|
36,833 |
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|
|
28,135 |
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Deferred revenue |
|
|
12,599 |
|
|
|
10,529 |
|
Deferred acquisition payment |
|
|
16,414 |
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Other current liabilities |
|
|
5,340 |
|
|
|
6,427 |
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|
|
|
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Total current liabilities |
|
|
99,016 |
|
|
|
45,548 |
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|
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|
|
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|
Long term portion of deferred revenue |
|
|
81 |
|
|
|
147 |
|
Long term note payable |
|
|
36 |
|
|
|
27,700 |
|
Deferred acquisition payment |
|
|
15,880 |
|
|
|
|
|
Other long term liabilities |
|
|
18,357 |
|
|
|
17,513 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
133,370 |
|
|
|
90,908 |
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
329,765 |
|
|
|
301,745 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
463,135 |
|
|
$ |
392,653 |
|
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