UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
20549
Form 8-K/A
Amendment No. 1 to Current
Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 28,
2007
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
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(State or Other Jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive
Offices, including Zip Code)
(781) 565-5000
(Registrant’s telephone
number, including area code)
(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
On October 4, 2007, Nuance Communications, Inc. (the
“Registrant” or “Nuance”) filed a report on
Form 8-K
to report the completion of its acquisition of Commissure Inc.
(“Commissure”). At that time, the Registrant stated in
such
Form 8-K
that it intended to file the required financial statements and
pro forma financial information within 71 days from the
date that such report was required to be filed. By this
amendment to such
Form 8-K,
the Registrant is amending and restating Item 9.01 thereof
to include the required financial statements and pro forma
financial information.
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Item 9.01.
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Financial
Statements and Exhibits.
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(a) Financial Statements of Business Acquired
(1) The historical financial statements of Commissure,
including Commissure’s balance sheets as of
December 31, 2006 and 2005, and the related statements of
operations, stockholders’ deficiency and cash flows for
each of the two years in the period ended December 31, 2006
are being filed as Exhibit 99.1 to this
Form 8-K/A.
(2) The unaudited financial statements of Commissure
including Commissure’s balance sheet as of June 30,
2007, and the unaudited statements of operations,
stockholders’ deficiency and cash flows for the six months
ended June 30, 2007 and 2006, are being filed as
Exhibit 99.2 to this Form
8-K/A.
(b) Pro Forma Financial Information
(1) The unaudited pro forma combined statement of
operations of Nuance Communications, Inc. for the twelve months
ended September 30, 2007, giving effect to the acquisition
of Commissure Inc., are included within Exhibit 99.3 to
this
Form 8-K/A.
(d) Exhibits
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2
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.1*
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Agreement and Plan of Merger by and among Nuance Communications,
Inc., Csonka Acquisition Corporation, Csonka Acquisition LLC,
Commissure Inc., and U.S. Bank National Association, as Escrow
Agent and Stockholder Representative, dated as of
September 28, 2007 (incorporated by reference to
Exhibit 2.1 to the Registrant’s Current Report on
Form 8-K
filed with the Commission on October 4, 2007).
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23
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.1
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Consent of Independent Public Accountants.
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99
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.1
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Financial statements of Commissure Inc., as of December 31,
2006 and 2005, and for each of the two years in the period ended
December 31, 2006.
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99
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.2
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Financial statements of Commissure Inc., as of June 30,
2007, and for the six month periods ended June 30, 2007 and
2006.
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99
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.3
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Unaudited pro forma combined financial statements.
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2
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.
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By:
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/s/ James
R. Arnold,
Jr.
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James R. Arnold, Jr.
Chief Financial Officer
Date: November 29, 2007
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