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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): 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
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(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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On August 22, 2003, ScanSoft, Inc. (the "Registrant") filed a report on
Form 8-K to report the completion of its acquisition of SpeechWorks
International, Inc. ("SpeechWorks"). By this amendment to such Form 8-K, the
Registrant is amending and restating Item 7 thereof to include certain financial
statements and pro forma financial information. The Registrant is providing the
financial statements and pro forma financial information on this Form 8-K/A in
connection with the filing of a registration statement on Form S-3, pursuant to
the requirements thereof.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
(1) The historical consolidated financial statements of SpeechWorks
including SpeechWorks' consolidated balance sheet at December 31, 2002 and 2001,
the consolidated statements of operations, of cash flows and of changes in
redeemable convertible preferred stock and stockholders' equity for each of the
years ended December 31, 2002, 2001 and 2000 are being filed as Exhibit 99.2 to
this Form 8-K/A (and are included herein).
(2) The unaudited consolidated financial statements of SpeechWorks
including SpeechWorks' unaudited consolidated balance sheet at June 30, 2003,
the unaudited consolidated statements of operations for the three and six months
ended June 30, 2003 and 2002, and the unaudited consolidated statements of cash
flows for the six months ended June 30, 2003 and 2002 are being filed as Exhibit
99.3 to this Form 8-K/A (and are included herein).
(b) Pro forma financial information.
(1) The unaudited pro forma combined financial statements of
ScanSoft, Inc. as of and for the six months ended June 30, 2003 and for the year
ended December 31, 2002 giving effect to the acquisition as a purchase of
SpeechWorks by ScanSoft are being filed as Exhibit 99.4 to this Form 8-K/A (and
are included herein).
(c) Exhibits.
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)).
23.1 Consent of PricewaterhouseCoopers LLP.
99.1# Press Release issued by ScanSoft, Inc. on August 12, 2003.
99.2 SpeechWorks International, Inc. Consolidated Financial Statements.
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99.3 SpeechWorks International, Inc. Unaudited Consolidated Financial
Statements.
99.4 Unaudited Pro Forma Combined Financial Statements.
# Previously filed.
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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 A. Gerth
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David A. Gerth, Chief Financial Officer
Date: October 16, 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 Form S-4,
as amended (File No. 333-106184)).
23.1 Consent of PricewaterhouseCoopers LLP.
99.1# Press Release issued by ScanSoft, Inc. on August 12, 2003.
99.2 SpeechWorks International, Inc. Consolidated Financial
Statements.
99.3 SpeechWorks International, Inc. Unaudited Consolidated Financial
Statements.
99.4 Unaudited Pro Forma Combined Financial Statements.
# Previously filed.