UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
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)
November 26,
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
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Item 2.01.
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Completion
of Acquisition or Disposition of Assets.
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On November 26, 2007, Nuance Communications, Inc.
(“Nuance”) acquired all of the outstanding capital
stock of Viecore, Inc. (“Viecore”) pursuant to an
Agreement and Plan of Merger (the “Merger Agreement”)
by and among Nuance, Vanhalen Acquisition Corporation (“Sub
I”), Vanhalen Acquisition LLC (“Sub II”, and with
Sub I, the “Subs”), Viecore, U.S. Bank
National Association, as escrow agent, and Thoma Cressey Bravo,
Inc., as the shareholder representative. Pursuant to the terms
of the Merger Agreement, Sub I was merged (the “First Step
Merger”) with and into Viecore with Viecore continuing as
the interim surviving corporation, and subsequently, Viecore
will be merged (the “Second Step Merger” and together
with the First Step Merger, the “Merger”) with and
into Sub II with Sub II continuing as the surviving
entity and a wholly owned subsidiary of Nuance. The aggregate
consideration delivered to the former stockholders of Viecore
consisted of 5,017,126 shares of Nuance common stock and a
payment of approximately $8.4 million in cash. The terms of
the Merger are more fully described in the Merger Agreement,
filed by Nuance as Exhibit 2.1 to the Current Report on
Form 8-K
filed on October 25, 2007, and incorporated herein by
reference.
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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 Viecore,
including Viecore’s consolidated balance sheets as of
December 31, 2006 and 2005, and the related consolidated
statements of income, shareholders’ equity and cash flows
for each of the three years in the period ended
December 31, 2006 are being filed as Exhibit 99.1 to
this
Form 8-K.
(2) The unaudited financial statements of Viecore,
including Viecore’s consolidated balance sheet as of
September 30, 2007, and the consolidated statements of
income and cash flows for the nine month periods ended
September 30, 2007 and 2006, are being filed as
Exhibit 99.2 to this Form
8-K.
(b) Pro Forma Financial Information
(1) The unaudited pro forma combined financial statements
of Nuance Communications, Inc. for the twelve months ended
September 30, 2007, giving effect to the acquisition of
Viecore, Inc., are included within Exhibit 99.3 to this
Form 8-K.
(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., Vanhalen Acquisition Corporation, Vanhalen Acquisition
LLC, Viecore, Inc., U.S. Bank National Association, as
Escrow Agent, and Thoma Cressey Bravo, Inc., as Stockholder
Representative, dated as of October 21, 2007 (incorporated
by reference to Exhibit 2.1 to the Registrant’s
Current Report on
Form 8-K
filed with the Commission on October 25, 2007).
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23
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.1
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Consent of Independent Auditors.
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99
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.1
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Consolidated financial statements of Viecore, Inc., as of
December 31, 2006 and 2005, and for each of the three years
in the period ended December 31, 2006.
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99
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.2
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Consolidated unaudited financial statements of Viecore, Inc., as
of September 30, 2007, and for the nine month periods ended
September 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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