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) January 30, 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 of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
9 Centennial Drive, Peabody, Massachusetts 01960
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (978) 977-2000
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 30, 2003, ScanSoft, Inc. (the "Company") acquired from Koninklijke
Philips Electronics N.V., a limited liability company organized under the laws
of The Netherlands ("Philips"), Philips' Speech Processing Telephony and Voice
Control businesses (the "Business"). The consideration for the transaction
comprises a $27.5 million three-year, zero-interest convertible subordinated
debenture, convertible at any time into common shares of the Company at $6.00
per share; 4.1 million euros in cash, of which 3.1 million euros was paid at
closing and 1 million euros are payable by December 31, 2003; and a 5 million
euro 5% interest note due December 31, 2003. The cash payable is subject to
adjustment in accordance with the provisions of the Purchase Agreement, dated
as of October 7, 2002, by and between Philips and the Company (including
amendments thereto) (the "Agreement").
Further details regarding this transaction are contained in the Agreement
and the Company's press release dated January 30, 2003, each attached to this
report as Exhibits and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) All financial information required by this Item 7 in
connection with the Company's acquisition of the Business will be filed by
amendment to this Current Report on Form 8-K within sixty days (60) from the
date of filing of this Current Report on Form 8-K.
(c) Exhibits
Exhibit
Number Description
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2.1 (1) Purchase Agreement, dated as of
October 7, 2002, by and between
Koninklijke Philips Electronics N.V., a
limited liability company organized
under the laws of The Netherlands, and
ScanSoft, Inc.
2.2 (2) Amendment No. 1, dated as of
December 20, 2002, to Purchase
Agreement, dated as of October 7, 2002,
by and between Koninklijke Philips
Electronics N.V., a limited liability
company organized under the laws of The
Netherlands, and ScanSoft, Inc.
2.3 (3) Amendment No. 2, dated as of January
29, 2003, to Purchase Agreement, dated
as of October 7, 2002, by and between
Koninklijke Philips Electronics N.V., a
limited liability company organized
under the laws of The Netherlands, and
ScanSoft, Inc.
99.1 Press Release dated as of January 30,
2003.
(1) Incorporated by reference from Exhibit 2.4 of the Company's Amendment
No. 2 to Registration Statement on Form S-1 (No. 333-100647) filed with the
Securities and Exchange Commission on January 6, 2003.
(2) Incorporated by reference from Exhibit 2.5 of the Company's Amendment
No. 4 to Registration Statement on Form S-1 (No. 333-100647) filed with the
Securities and Exchange Commission on February 7, 2003.
(3) Incorporated by reference from Exhibit 2.6 of the Company's Amendment
No. 4 to Registration Statement on Form S-1 (No. 333-100647) filed with the
Securities and Exchange Commission on February 7, 2003.
SIGNATURES
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.
Dated: February 14, 2003
By: /s/ Gerald C. Kent, Jr.
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Gerald C. Kent, Jr.
Vice President, Chief Accounting
Officer & Controller (Principal
Accounting Officer)
EXHIBIT INDEX
Exhibit Number Description
2.1 (1) Purchase Agreement, dated as of October 7, 2002,
by and between Koninklijke Philips Electronics
N.V., a limited liability company organized
under the laws of The Netherlands, and ScanSoft,
Inc.
2.2 (2) Amendment No. 1, dated as of December 20, 2002,
to Purchase Agreement, dated as of October 7,
2002, by and between Koninklijke Philips
Electronics N.V., a limited liability company
organized under the laws of The Netherlands, and
ScanSoft, Inc.
2.3 (3) Amendment No. 2, dated as of January 29, 2003,
to Purchase Agreement, dated as of October 7,
2002, by and between Koninklijke Philips
Electronics N.V., a limited liability company
organized under the laws of The Netherlands, and
ScanSoft, Inc.
99.1 Press Release dated as of January 30, 2003.
(1) Incorporated by reference from Exhibit 2.4 of the Company's Amendment
No. 2 to Registration Statement on Form S-1 (No. 333-100647) filed with the
Securities and Exchange Commission on January 6, 2003.
(2) Incorporated by reference from Exhibit 2.5 of the Company's Amendment
No. 4 to Registration Statement on Form S-1 (No. 333-100647) filed with the
Securities and Exchange Commission on February 7, 2003.
(3) Incorporated by reference from Exhibit 2.6 of the Company's Amendment
No. 4 to Registration Statement on Form S-1 (No. 333-100647) filed with the
Securities and Exchange Commission on February 7, 2003.