0001002517-20-000013.txt : 20200205 0001002517-20-000013.hdr.sgml : 20200205 20200205160216 ACCESSION NUMBER: 0001002517-20-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200205 ITEM INFORMATION: Other Events FILED AS OF DATE: 20200205 DATE AS OF CHANGE: 20200205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nuance Communications, Inc. CENTRAL INDEX KEY: 0001002517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943156479 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36056 FILM NUMBER: 20578721 BUSINESS ADDRESS: STREET 1: 1 WAYSIDE ROAD CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-565-5000 MAIL ADDRESS: STREET 1: 1 WAYSIDE ROAD CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: SCANSOFT INC DATE OF NAME CHANGE: 19990312 FORMER COMPANY: FORMER CONFORMED NAME: VISIONEER INC DATE OF NAME CHANGE: 19951020 8-K 1 a8-kredemption252020.htm 8-K Document


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):
February 5, 2020 (February 5, 2020)
  _________________________________
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
 _________________________________
Delaware
 
001-27038
 
94-3156479
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 8.01.    Other Events.
On February 5, 2020, Nuance Communications, Inc. (“Nuance”) issued a notice of full redemption pursuant to the indenture governing its 2.75% Senior Convertible Debentures due 2031 (CUSIP No. 67020Y AF7) (the “2.75% Senior Notes”) announcing that it intends to redeem all of its outstanding 2.75% Senior Notes on March 11, 2020 (such date, the “Redemption Date”) at a redemption price equal to 100% of the principal amount of the 2.75% Senior Notes, plus accrued and unpaid interest thereon, to, but not including, the Redemption Date.
The 2.75% Senior Notes may be converted at any time before 5:00 p.m. Eastern Time on March 10, 2020, the business day prior to the Redemption Date, in accordance with the terms and conditions set forth in the 2.75% Senior Notes and the underlying indenture. The current conversion rate is 34.9385 shares of Nuance common stock per $1,000 principal amount of 2.75% Senior Notes, which is equivalent to a conversion price of approximately $28.62 per share.

The redemption is being made solely pursuant to Nuance’s Notice of Redemption dated February 5, 2020, which will be delivered to the holders of the 2.75% Senior Notes by U.S. Bank National Association, the trustee under the 2.75% Senior Notes indenture. This Current Report on Form 8-K does not constitute a notice of redemption of the 2.75% Senior Notes.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.






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.
By: /s/ Wendy Cassity        
Wendy Cassity
Executive Vice President & Chief Legal Officer
Dated:    February 5, 2020





 EX-99.1 2 pressrelease.htm EXHIBIT 99.1 Exhibit


 
Nuance Communications, Inc.

Nuance Announces Redemption of 2.75% Senior Convertible Debentures due 2031

BURLINGTON, Mass., February 5, 2020 - Nuance Communications, Inc. (NASDAQ: NUAN) today announced that it has issued a notice of redemption for all $46.568 million outstanding principal amount of its 2.75% Senior Convertible Debentures due 2031 (CUSIP No. 67020Y AF7) (the “Securities”) on March 11, 2020 (the “Redemption Date”). The redemption price for the Securities is equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest to, but not including, the Redemption Date.

The Securities may be converted at any time before 5:00 p.m. Eastern Time on March 10, 2020, the business day prior to the Redemption Date, in accordance with the terms and conditions set forth in the Securities indenture and the Securities.

The redemption is being made solely pursuant to Nuance’s Notice of Redemption dated February 5, 2020, which will be delivered to the holders of the Securities by U.S. Bank National Association, the trustee under the Securities indenture. This press release does not constitute a notice of redemption of the Securities. More details can be found in the Company’s Current Report on Form 8-K, which was filed today with the U.S. Securities and Exchange Commission.

“In line with our focus on disciplined capital allocation, this represents a further step to strengthen our capital structure, while maintaining a strong cash balance,“ said Dan Tempesta, Chief Financial Officer.

About Nuance Communications, Inc.
Nuance Communications (NASDAQ: NUAN) is the pioneer and leader in conversational AI innovations that bring intelligence to everyday work and life. The company delivers solutions that understand, analyze, and respond to people - amplifying human intelligence to increase productivity and security. With decades of domain and AI expertise, Nuance works with thousands of organizations globally across healthcare, financial services, telecommunications, government, and retail - to empower a smarter, more connected world. For more information, please visit www.nuance.com.

Trademark reference: Nuance and the Nuance logo are registered trademarks or 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 and Forward-Looking Statements
Statements in this document regarding future performance and our management’s 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,” "intends" or “estimates” or 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 but not limited to: the effects of competition, including pricing pressure, and changing business models in the markets and industries in which we operate; fluctuations in demand for our existing and future products; changes to economic, political, and regulatory conditions in the United States and internationally; our ability to attract and retain key personnel; further unanticipated costs resulting from our FY17 malware incident including potential costs associated with governmental investigations that may result from the incident; our ability to control and successfully manage our expenses and cash position; potential future cybersecurity and data privacy incidents or breaches; our ability to comply with applicable domestic and international laws and policies; fluctuating currency rates; possible quality issues in our products and technologies; our ability to realize anticipated synergies from acquired businesses, to cut stranded costs related to divested businesses, and to capture the expected value from strategic transactions including the spin-off of our Automotive business; and the other factors described in our most recent Form 10-K, Form 10-Q




and other filings with the Securities and Exchange Commission. We disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

Contact Informationformation
Tracy Krumme    
SVP, Investor Relations                              
Nuance Communications                        
Tel : (781) 565-4334                    
E-mail: Tracy.Krumme@nuance.com