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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 11, 2003
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SCANSOFT, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-27038 94-3156479
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9 Centennial Drive
Peabody, Massachusetts 01960
(Address of principal executive offices)
Registrant's telephone number, including area code: (978) 977-2000
N.A.
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective August 11, 2003, pursuant to the Agreement and Plan of
Reorganization dated as of April 23, 2003 (the "Merger Agreement"), among
ScanSoft, Inc. ("ScanSoft"), SpeechWorks International, Inc. ("SpeechWorks") and
Spiderman Acquisition Corporation, a wholly-owned subsidiary of ScanSoft
("Merger Sub"), Merger Sub was merged with and into SpeechWorks with SpeechWorks
continuing as the surviving corporation and a wholly-owned subsidiary of
ScanSoft. SpeechWorks is a leading provider of software products and
professional services that enable enterprises, carriers and government
organizations to offer automated, speech-activated services over any telephone.
Pursuant to the Merger Agreement, as a result of the merger, each share
of SpeechWorks common stock outstanding at the effective time of the merger was
converted into the right to receive 0.860 of a share of ScanSoft common stock.
The transaction resulted in the issuance of approximately 32.5 million shares
of ScanSoft common stock, representing approximately 33% of the outstanding
common stock of ScanSoft after the completion of the merger. The purchase price
of approximately $175.2 million, including estimated transaction costs of $4.5
million was determined based on the shares of ScanSoft common stock issued
multiplied by $5.26 per share (the average closing price of ScanSoft common
stock for a total of five days, immediately prior and subsequent to the
announcement of the merger). Following consummation of the merger, SpeechWorks'
common stock was delisted from the Nasdaq National Market. ScanSoft common
stock trades on the Nasdaq National Market under the symbol "SSFT".
The terms of the acquisition are more fully described in the Merger
Agreement.
The shares of ScanSoft common stock issued pursuant to the Merger
Agreement were registered on ScanSoft's registration statement on Form S-4 (File
No. 333-106184) (the "Registration Statement") filed under the Securities Act of
1933 with the Securities and Exchange Commission and declared effective on July
2, 2003. The Joint Proxy Statement/Prospectus of ScanSoft and SpeechWorks
included in the Registration Statement contains additional information about
this transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not required.
(b) Pro forma financial information.
Not required.
(c) Exhibits.
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2.1 Agreement and Plan of Reorganization dated as of April 23, 2003, by
and among ScanSoft, Inc., Spiderman Acquisition Corporation and
SpeechWorks International, Inc. (incorporated by reference from
Appendix A to ScanSoft's Registration Statement on Form S-4, as
amended (File No. 333-106184)).
99.1 Press Release issued by ScanSoft, Inc. on August 12, 2003.
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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.
SCANSOFT, INC.
By: /s/ David Gerth
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David Gerth, Chief Financial Officer
Date: August 22, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Reorganization dated as of April 23, 2003, by
and among ScanSoft, Inc., Spiderman Acquisition Corporation and
SpeechWorks International, Inc. (incorporated by reference from
Appendix A to ScanSoft's Registration Statement on For S-4, as
amended (File No. 333-106184)).
99.1 Press Release issued by ScanSoft, Inc. on August 12, 2003.