Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934


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Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

 

 

(Mark One)

 

 

þ

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended September 30, 2005

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-27038

NUANCE COMMUNICATIONS, INC.

(formerly ScanSoft, Inc.)

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware

 

94-3156479

(State of Incorporation)

 

(I.R.S. Employer Identification No.)

1 Wayside Road

Burlington, Massachusetts 01803

(Address of Principal Executive Offices,

Including Zip Code)

 

(781) 565-5000

(Registrant’s Telephone Number,

Including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, par value $0.001 per share

Preferred Share Purchase Rights

      Indicate by check-mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o      No  þ

      Indicate by check-mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o      No  þ

      Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ      No  o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      o

      Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes  þ      No  o

      Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o      No  þ

      The aggregate market value of the outstanding common equity held by non-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately $258,528,278 based upon the last reported sales price on the Nasdaq National Market for such date. For purposes of this disclosure, shares of Common Stock held by officers and directors of the Registrant and by persons who hold more than 5% of the outstanding Common Stock have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive.

      The number of shares of the Registrant’s Common Stock, outstanding as of November 30, 2005, was 160,200,839.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant’s definitive Proxy Statement to be delivered to stockholders in connection with the Registrant’s 2006 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

 

 
 

NUANCE COMMUNICATIONS, INC.

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

 

 

 

 

 

 

 

 PART I

 

 

 Item 1.

 

 Business

 

 

2

 

 

 

 Item 2.

 

 Properties

 

 

11

 

 

 

 Item 3.

 

 Legal Proceedings

 

 

12

 

 

 

 Item 4.

 

 Submission of Matters to a Vote of Security Holders

 

 

14

 

 

 

 

 

 

 PART II

 

 

 Item 5.

 

 Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

 

14

 

 

 

 Item 6.

 

 Selected Financial Data

 

 

16

 

 

 

 Item 7.

 

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

17

 

 

 

 Item 7A.

 

 Quantitative and Qualitative Disclosures about Market Risk

 

 

46

 

 

 

 Item 8.

 

 Financial Statements and Supplementary Data

 

 

47

 

 

 

 Item 9.

 

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 

105

 

 

 

 Item 9A.

 

 Controls and Procedures

 

 

105

 

 

 

 Item 9B.

 

 Other Information

 

 

107

 

 

 

 

 

 

 PART III

 

 

 Item 10.

 

 Directors and Executive Officers of the Registrant

 

 

107

 

 

 

 Item 11.

 

 Executive Compensation

 

 

107

 

 

 

 Item 12.

 

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 

107

 

 

 

 Item 13.

 

 Certain Relationships and Related Transactions

 

 

107

 

 

 

 Item 14.

 

 Principal Accountant Fees and Services

 

 

107

 

 

 

 

 

 

 PART IV

 

 

 Item 15.

 

 Exhibits and Financial Statement Schedules

 

 

108

 

 

 

 EX-21 Subsidiaries of the Registrant

 EX-23.1 Consent of BDO Seidman

 EX-23.2 Consent of PWC LLP

 EX-31.1 Section 302 Certification of C.E.O.

 EX-31.2 Section 302 Certification of C.F.O.

 EX-32.1 Section 906 Certifications

      Nuance, the Nuance logo, Dragon, NaturallySpeaking, OmniPage, PaperPort and ScanSoft are trademarks or registered trademarks of Nuance Communications, Inc. or its affiliates in the United States and/or other countries. All other trademarks are the property of their respective owners.
Table of Contents

FORWARD LOOKING STATEMENTS

      THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS THAT INVOLVE RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT, IF THEY NEVER MATERIALIZE OR IF THEY PROVE INCORRECT, COULD CAUSE OUR RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE STATEMENTS THAT COULD BE DEEMED FORWARD-LOOKING, INCLUDING STATEMENTS PERTAINING TO: OUR REVENUE, EARNINGS, CASH FLOW AND LIQUIDITY; OUR STRATEGY RELATING TO SPEECH AND IMAGING TECHNOLOGIES; THE POTENTIAL OF FUTURE PRODUCT RELEASES; OUR PRODUCT DEVELOPMENT PLANS AND INVESTMENTS IN RESEARCH AND DEVELOPMENT; FUTURE ACQUISITIONS; INTERNATIONAL OPERATIONS AND LOCALIZED VERSIONS OF OUR PRODUCTS; OUR CONTRACTUAL COMMITMENTS; OUR 2006 REVENUE EXPECTATIONS AND LEGAL PROCEEDINGS AND LITIGATION MATTERS. YOU CAN IDENTIFY THESE AND OTHER FORWARD-LOOKING STATEMENTS BY THE USE OF WORDS SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECTS,” “PLANS,” “ANTICIPATES,” “BELIEVES,” “ESTIMATES,” “PREDICTS,” “INTENDS,” “POTENTIAL,” “CONTINUE” OR THE NEGATIVE OF SUCH TERMS, OR OTHER COMPARABLE TERMINOLOGY. FORWARD-LOOKING STATEMENTS ALSO INCLUDE THE ASSUMPTIONS UNDERLYING OR RELATING TO ANY OF THE FOREGOING STATEMENTS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING THOSE SET FORTH IN THIS ANNUAL REPORT UNDER THE HEADING “RISK FACTORS.” ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO US ON THE DATE HEREOF. WE WILL NOT UNDERTAKE AND SPECIFICALLY DECLINE ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS.
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