-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fx5+ANPBUpYBVTDUMLI47KGfqN+3f+86xLEVtRLHVwPBHOjJXxdKcAGuoGZeHh8L IlJz74DcI9+kDdrnLY0Q+g== 0001104659-02-000306.txt : 20020414 0001104659-02-000306.hdr.sgml : 20020414 ACCESSION NUMBER: 0001104659-02-000306 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUANCE COMMUNICATIONS CENTRAL INDEX KEY: 0001102556 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943208477 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60873 FILM NUMBER: 02539447 BUSINESS ADDRESS: STREET 1: 1005 HAMILTON CT CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508470000 MAIL ADDRESS: STREET 1: 1005 HAMILTON CT CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: U S VENTURE PARTNERS IV L P CENTRAL INDEX KEY: 0001030241 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2180 SAND HILL ROAD SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4158549080 MAIL ADDRESS: STREET 1: 2180 SAND HILL ROAD STREET 2: SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 j2802_sc13ga.htm SC 13G/A Schedule 13G

 

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Nuance Communications, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

669967101

(CUSIP Number)

 

December 31, 2001

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 669967101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
U.S. Venture Partners IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2

 

 

CUSIP No. 669967101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Second Ventures II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3

 

CUSIP No. 669967101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
USVP Entrepreneur Partners II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4

 

 

CUSIP No. 669967101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Presidio Management Group IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5

 

 

CUSIP No. 669967101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
William K. Bowes, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

6

 

CUSIP No. 669967101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Irwin Federman    

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
40,000 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
40,000 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

7

 

CUSIP No. 669967101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Steven M. Krausz

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
0 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

8

 

 

CUSIP No. 669967101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Philip M. Young  

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
70,364 shares.

 

6.

Shared Voting Power
0 shares.

 

7.

Sole Dispositive Power
70,364 shares.

 

8.

Shared Dispositive Power
0 shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
70,364

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

9

 

This statement amends the Statment on 13(G) filed by U.S. Venture Partners IV, L.P., Second Ventures II, L.P., USVP Entrepreneur Partners II, L.P., Presidio Management Group IV, L.P., William K. Bowes, Jr., Irwin Federman, Steven M. Krausz and Philip M. Young. The foregoing entities and individuals are collectively referred to as the "Reporting Persons."

Item 1.

 

(a)

Name of Issuer

 

(b)

Address of Issuer's Principal Executive Offices

 

Item 2.

 

(a)

Name of Person Filing

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office for each of the Reporting Persons is:

 

 

U.S. Venture Partners
2735 Sand Hill Road
Menlo Park, CA  94025

 

 

 

 

(c)

Citizenship

 

(d)

Title of Class of Securities

 

(e)

CUSIP Number

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

 

 

 

10

 

 

Item 4.

Ownership.

The following information with respect to the ownership of the Common Stock of the issuer by the persons filin this Statement is provided as of December 31, 2001:

 

(a)

Amount beneficially owned:    See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of class:    See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote    See Row 5 of cover page for each Reporting Person.

 

 

(ii)

Shared power to vote or to direct the vote    See Row 6 of cover page for each Reporting Person.

 

 

(iii)

Sole power to dispose or to direct the disposition of    See Row 7 of cover page for each Reporting Person.

 

 

(iv)

Shared power to dispose or to direct the disposition of    See Row 8 of cover page for each Reporting Person.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:       ý  Yes

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

 

Item 8.

Identification and Classification of Members of the Group

 

 

Item 9.

Notice of Dissolution of Group

 

 

Item 10.

Certification

 

 

 

11

 

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 11, 2002

 

 

 

U.S. Venture Partners IV, L.P.

/s/ Michael Maher

By Presidio Management Group IV, L.P.

Signature

Its General Partner

 

 

Michael Maher

 

Chief Financial Officer/Attorney-In-Fact

 

 

Second Ventures II, L.P.

/s/ Michael Maher

By Presidio Management Group IV, L.P.

Signature

Its General Partner

 

 

Michael Maher

 

Chief Financial Officer/Attorney-In-Fact

 

 

USVP Entrepreneur Partners II, L.P.

/s/ Michael Maher

By Presidio Management Group IV, L.P.

Signature

Its General Partner

 

 

Michael Maher

 

Chief Financial Officer/Attorney-In-Fact

 

 

Presidio Management Group IV, L.P.

/s/ Michael Maher

A Delaware Limited Partnership

Signature

 

 

 

Michael Maher

 

Chief Financial Officer/Attorney-In-Fact

 

 

William K. Bowes, Jr.

/s/ Michael Maher

 

Michael Maher

 

Attorney-In-Fact

 

 

Irwin Federman

/s/ Michael Maher

 

Michael Maher

 

Attorney-In-Fact

 

 

Steven M. Krausz

/s/ Michael Maher

 

Michael Maher

 

Attorney-In-Fact

 

 

Philip M. Young

/s/ Michael Maher

 

Michael Maher

 

Attorney-In-Fact

 

 

12

 

EXHIBIT INDEX

Exhibit

 

Found on Sequentially Numbered Page

 

 

 

Exhibit A: Agreement of Joint Filing Exhibit

 

15

 

 

 

B: Reference to Michael P. Maher as Attorney-In-Fact

 

16

 

 

13

 

 

EXHIBIT A

Agreement of Joint Filing

                                The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Nuance Communications, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

14

 

EXHIBIT B

REFERENCE TO MICHAEL MAHER AS ATTORNEY-IN-FACT

                              Michael P. Maher has signed the enclosed documents as Attorney-In-Fact.  Note that copies of the applicable Power of Attorneys are already on file with the appropriate agencies.

 

 

15

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