SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* WARBURG PINCUS PRIVATE EQUITY VIII L P (Last) (First) (Middle) C/O WARBURG, PINCUS & CO. 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/08/2004	3. Issuer Name and Ticker or Trading Symbol SCANSOFT INC [ SSFT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.001 per share(1)	11,853,602	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock, $.001 par value(1)	(3)	(4)	Common Stock, par value $.001 per share	3,562,238	$0(5)	D(2)
Common Stock Purchase Warrant(1)	(3)	03/02/2009	Common Stock, par value $.001 per share	1,736,630(6)	$0.61(7)	D(2)
Common Stock Purchase Warrants(1)	04/08/2004	04/08/2010(8)	Common Stock, par value $.001 per share	2,500,000	$4.94	D(2)

1. Name and Address of Reporting Person* WARBURG PINCUS PRIVATE EQUITY VIII L P (Last) (First) (Middle) C/O WARBURG, PINCUS & CO. 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS & CO (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS LLC (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JANEWAY WILLIAM H (Last) (First) (Middle) C/O WARBURG, PINCUS & CO. 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to a Securities Purchase Agreement, dated March 19, 2004, on April 8, 2004 Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership, and certain affiliated funds (collectively, "WP VIII") acquired 11,853,602 shares of common stock of the Issuer, 3,562,238 shares of Series B Convertible Preferred Stock of the Issuer and a warrant (the "Adjustable Warrant") to purchase up to 525,732 shares of common stock of the Issuer (see note (5)). In addition, pursuant to a series of Warrants to Purchase Common Stock of the Issuer, each dated as of March 15, 2004 (the "March 15 Warrants"), WP VIII may purchase up to an aggregate of 2,500,000 shares of common stock of the Issuer.

2. Please see Remarks (below).

3. Immediately exercisable.

4. None.

5. The Series B Preferred Stock presently converts on a 1-for-1 basis for the common stock.

6. The Adjustable Warrant allows WP VIII to acquire a number of shares of common stock equal to the number of stock options (whether vested or unvested) that remains unexercised at the expiration of any stock options of ScanSoft, Inc. (as the merger counter-party of the Issuer) assumed by the Issuer pursuant to the merger of ScanSoft with and into the Issuer (in which merger the Issuer was the surviving corporation and changed its name to ScanSoft, Inc.). According to the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the "Form 10-K"), the Adjustable Warrant is currently exercisable for 525,732 shares of common stock, and if all of the assumed options were to expire without being exercised, WP VIII would be entitled to purchase 1,736,630 shares of common stock under the Adjustable Warrant (as reported in Table II above).

7. According to the Form 10-K, the exercise price for each share of common stock under the Adjustable Warrant is $0.61.

8. The March 15 Warrants expire earlier in the event of a "Change of Control" of the Issuer, as that term is defined in the March 15 Warrants.

Remarks:

Note (2): All of the securities disclosed on this Form 3 are owned by WP VIII, L.P. The sole general partner of WP VIII is Warburg Pincus & Co., a New York general partnership ("WP"). Warburg Pincus LLC (formerly E.M. Warburg Pincus & Co., LLC), a New York limited liability company ("WP LLC"), manages WP VIII. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, WP and WP LLC may be deemed to be the beneficial owners of the securities beneficially owned by WP VIII, although both WP and WP LLC disclaim beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein. Mr. Janeway, who became a director of the Issuer on April 8, 2004, is a partner of WP and a Vice Chairman of WPLLC. As such, Mr. Janeway may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by WP VIII, WPLLC and WP. Mr. Janeway disclaims beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein.

	Warburg Pincus Private Equity VIII, L.P., by Warburg Pincus & Co. (General Partner), by Scott A. Arenare (Partner)	04/12/2004
	Warburg Pincus & Co., by Scott A. Arenare (Partner)	04/12/2004
	Warburg Pincus LLC, by Scott A. Arenare (Managing Director)	04/12/2004
	William H. Janeway	04/12/2004
	** Signature of Reporting Person	Date
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