8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
April 24, 2007

NUANCE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 000-27038
(Commission
File Number) 94-3156479
(IRS Employer
Identification No.)

1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (781) 565-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.01.    Completion of Acquisition or Disposition of Assets.
	Item 3.02.    Unregistered Sales of Equity Securities.
	Item 9.01.    Financial Statements and Exhibits.
SIGNATURE
Ex-99.1 Press Release dated April 25, 2007

Item 2.01.    Completion of Acquisition or Disposition of Assets.

On April 24, 2007, Nuance Communications, Inc. (“Nuance”) completed its acquisition of all of the outstanding capital stock of BeVocal, Inc. (“BeVocal”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) by and among Nuance, Beryllium Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Nuance (“Sub I”), Beryllium Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Nuance (“Sub II”), and BeVocal. The Merger Agreement was filed as Exhibit 2.1 to Nuance’s Current Report on Form 8-K filed with the Commission on February 22, 2007, and is hereby incorporated herein by reference. Pursuant to the terms of the Merger Agreement, Sub I was merged (the “First Step Merger”) with and into BeVocal with BeVocal continuing as the interim surviving corporation, and subsequently, BeVocal was merged (the “Second Step Merger” and together with the First Step Merger, the “Merger”) with and into Sub II with Sub II continuing as the surviving entity and a wholly owned subsidiary of Nuance. The aggregate consideration to be delivered to the former stockholders of BeVocal consists of (i) approximately 8.3 million shares of Nuance common stock, (ii) an initial payment of approximately $15 million in cash, net of the estimated cash closing balance of BeVocal, and (iii) a contingent payment of up to an additional $60,000,000 in cash to be paid, if at all, approximately 18 months following the closing, upon the achievement of certain performance objectives. The merger consideration will be paid to the former BeVocal stockholders in accordance with the terms of the Merger Agreement. The terms of the Merger are more fully described in the Merger Agreement, which was filed by Nuance as Exhibit 2.1 to the Current Report on Form 8-K filed on February 27, 2007, and is incorporated herein by reference. A copy of the press release announcing the closing of the Merger is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 3.02.    Unregistered Sales of Equity Securities.

In accordance with the terms of the Merger Agreement, Nuance will issue to the former stockholders of BeVocal approximately 8.3 million shares of Nuance common stock. These shares are expected to be issued in reliance upon an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”) for the issuance and exchange of securities approved after a public hearing upon the fairness of the terms and conditions of the exchange by a state commission authorized by law to grant such approval. Following such a public fairness hearing held before the California Department of Corporations on April 19, 2007, in accordance with Section 25142 of the California Corporate Securities Law of 1968, as amended, Nuance was issued a Permit to issue Nuance common stock in connection with the Merger.

Item 9.01.    Financial Statements and Exhibits.

(d)   Exhibits

2.1 Agreement and Plan of Merger by and among Nuance Communications, Inc., Beryllium Acquisition Corporation, Beryllium Acquisition LLC and BeVocal, Inc. dated as of February 21, 2007 (incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on February 27, 2007).

99.1 Press Release dated April 25, 2007 by Nuance Communications, Inc.

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.

	NUANCE COMMUNICATIONS, INC.
Date: April 30, 2007	By:	/s/ James R. Arnold, Jr.
		James R. Arnold, Jr.
		Chief Financial Officer

EX-99.1

Exhibit 99.1   

Nuance Closes Acquisition of BeVocal

Combination Brings Repeatable Applications, Strong Customer Base and Predictable, Recurring Revenue from Software-as-a-Service, Subscription-based Offerings

BURLINGTON, Mass., April 25, 2007 — Nuance Communications, Inc. (NASDAQ: NUAN), a leading supplier of speech solutions, today announced that it has closed its acquisition of BeVocal, a provider of on-demand self-service customer care solutions that address the unique business requirements of the mobile communications market and its customers. The acquisition of BeVocal expands Nuance’s existing product portfolio with a unique solution set for mobile customer lifecycle management, the Beyond™ Suite, and a range of premium services, the VoComm™ Suite, for the mobile consumer.

As the number of mobile subscribers expands, BeVocal’s solutions address the significant domestic and global requirements for mobile service providers and others serving the mobile industry to reduce costs, increase revenue and improve mobile customer satisfaction. The Beyond Suite makes the most of every customer contact — including handset activation, customer care, intelligent promotional offers, and sales and fulfillment of add-on features. BeVocal’s solutions also address additional channels such as Web and SMS, enabling unique, cross-channel experiences.

The BeVocal acquisition brings to Nuance a portfolio of highly repeatable applications, proven success within major reference accounts and a predictable, recurring revenue stream derived from a software-as-a-service (SaaS) business model. For BeVocal, the acquisition enables broader sales and marketing resources, direct access to core technologies, which will strengthen its solutions, and the momentum of being an integral part of a leading provider of care solutions.

In connection with the acquisition of BeVocal and in accordance with NASDAQ Marketplace Rule 4350, Nuance will grant 501,530 shares of its common stock, in the form of stand-alone restricted stock units, and options to purchase 750,000 shares of its common stock as an inducement that is material to 145 individuals entering into employment arrangements with Nuance. The restricted stock units and stock options are being granted upon the approval of the Compensation Committee of Nuance’s Board of Directors. The restricted stock units vest over a three year period, subject to acceleration upon the achievement of certain performance targets and the stock options vest over a four year period.

About Nuance Communications, Inc.

Nuance is a leading provider of speech and imaging solutions for business and consumers around the world. Its technologies, applications, and services make the user experience more compelling by transforming the way people interact with information and how they create, share, and use documents. Every day, millions of users and thousands of businesses experience Nuance’s proven applications. For more information, please visit www.nuance.com.

Nuance, the Nuance logo, BeVocal, Beyond and VoComm are trademarks or registered trademarks of Nuance Communications, Inc. or its affiliates in the United States and/or other countries. All other trademarks referenced herein are the property of their respective owners.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the transaction between Nuance and BeVocal, the product portfolio of the combined company, anticipated growth in the number of mobile subscribers, future opportunities for the combined company, and any other statements about Nuance or BeVocal’s managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability of Nuance to successfully integrate BeVocal’s operations and employees; the ability to realize anticipated synergies and cost savings; the failure to retain customers; and the other factors described in Nuance’s Annual Report on Form 10 K/A for the year ended September 30, 2006 and most recent Quarterly Report on Form 10-Q. Nuance disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.