-----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, Ru5AuqilgsgWTqJ6yCB0DG2cirqYoGr9CVFcIEp3QRcmbjEQHyH28/fd13jEAi6h VQQzuylI7c9ijTnN0R6/iA== 0000899140-05-000874.txt : 20050919 0000899140-05-000874.hdr.sgml : 20050919 20050919165815 ACCESSION NUMBER: 0000899140-05-000874 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050915 FILED AS OF DATE: 20050919 DATE AS OF CHANGE: 20050919 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SCANSOFT INC CENTRAL INDEX KEY: 0001002517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943156479 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 9 CENTENNIAL DRIVE CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 9789772000 MAIL ADDRESS: STREET 1: 2560 W BAYSHORE RD CITY: PALO ALTO STATE: CA ZIP: 94303 FORMER COMPANY: FORMER CONFORMED NAME: VISIONEER INC DATE OF NAME CHANGE: 19951020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARRIS JEFFREY CENTRAL INDEX KEY: 0001220634 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27038 FILM NUMBER: 051091777 BUSINESS ADDRESS: BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 3 1 harris_scansoft3-091905ex.xml X0202 3 2005-09-15 0 0001002517 SCANSOFT INC SSFT 0001220634 HARRIS JEFFREY C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 0 0 1 0 Common Stock, par value $0.001 per share 29942281 I See footnote Series B Preferred Stock, $.001 par value 0 Common Stock, par value $0.001 per share 3562238 I See footnote Common Stock Purchase Warrant 0.61 2009-03-02 Common Stock, par value $0.001 per share 1736630 I See footnote Common Stock Purchase Warrants 4.94 2004-04-08 2010-04-08 Common Stock, par value $0.001 per share 2500000 I See footnote Common Stock Purchase Warrants 5.00 2005-05-05 2009-05-05 Common Stock, par value $0.001 per share 863236 I See footnote Common Stock Purchase Warrants 5.00 2005-09-15 2009-09-15 Common Stock, par value $0.001 per share 3177570 I See footnote See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. /s/ Jeffrey A. Harris 2005-09-19 EX-99 2 s091905.txt EXH. 99.1 - CONTINUTATION SHEET EXHIBIT 99.1 CONTINUATION SHEET ------------------ (1) All of the securities disclosed in this Form 3 are owned by Warburg Pincus Private Equity VIII, L.P. ("WP VIII"). The sole general partner of WP VIII is Warburg Pincus Partners LLC, a New York limited liability company ("WPP LLC"). Warburg Pincus & Co., a New York general partnership ("WP") is the managing member of WPP LLC. Warburg Pincus 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, as amended (the "Exchange Act"), WP, WPP LLC and WP LLC may be deemed to be the beneficial owners of the securities beneficially owned by WP VIII. WP, WPP LLC and WP LLC each disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. Jeffrey A. Harris, who became a director of ScanSoft, Inc. (the "Issuer") on September 15, 2005, is a partner of WP and a Managing Director of WP LLC. As such, Mr. Harris may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the securities beneficially owned by WP VIII, WPP LLC, WP LLC and WP. Mr. Harris disclaims beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. (2) Immediately exercisable. (3) None. (4) The Series B Preferred Stock presently converts on a 1-for-1 basis for the common stock. (5) The warrant (the "Adjustable Warrant") acquired pursuant to a Securities Purchase Agreement,dated March 19, 2004, 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 the Issuer. According to the Issuer's Quarterly Report on Form 10-Q for the quarter eneded June 30, 2005, 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). (6) 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. -----END PRIVACY-ENHANCED MESSAGE-----