-----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, HDZzu1v/ydPRC6V4F1JDEERQJhetokSkIlgnJYcJHj5eM81+jJRLZshkATdR8pEP AkzruvSDnW9dL1KJhp04xQ== 0000899140-09-000123.txt : 20090115 0000899140-09-000123.hdr.sgml : 20090115 20090115162051 ACCESSION NUMBER: 0000899140-09-000123 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090113 FILED AS OF DATE: 20090115 DATE AS OF CHANGE: 20090115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JANEWAY WILLIAM H CENTRAL INDEX KEY: 0001220636 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27038 FILM NUMBER: 09528862 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARRIS JEFFREY CENTRAL INDEX KEY: 0001220634 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27038 FILM NUMBER: 09528857 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 ISSUER: 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: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27038 FILM NUMBER: 09528860 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY VIII L P CENTRAL INDEX KEY: 0001157334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27038 FILM NUMBER: 09528861 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27038 FILM NUMBER: 09528859 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27038 FILM NUMBER: 09528858 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 wppe8_nuance4-011509ex.xml X0303 4 2009-01-13 0 0001002517 Nuance Communications, Inc. NUAN 0001157334 WARBURG PINCUS PRIVATE EQUITY VIII L P C/O WARBURG PINCUS & CO. 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0000929408 WARBURG PINCUS & CO 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC C/O WARBURG PINCUS & CO. 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS & CO. 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001220636 JANEWAY WILLIAM H C/O WARBURG PINCUS & CO. 466 LEXINGTON AVE NEW YORK NY 10017 1 0 0 0 0001220634 HARRIS JEFFREY C/O WARBURG PINCUS & CO. 466 LEXINGTON AVE NEW YORK NY 10017 1 0 0 0 Warrants to buy Common Stock, par value $0.001/share 0.61 2009-01-13 4 D 0 525732 D 2009-03-02 Common Stock, par value $0.001/share 525732 13803044 D Warrants to buy Common Stock, par value $0.001/share 0.61 2009-01-13 4 A 0 525732 A Common Stock, par value $0.001/share 525732 14328776 D Warrants to buy Common Stock, par value $0.001/share 5 2009-01-13 4 D 0 863236 D 2005-05-09 2009-05-09 Common Stock, par value $0.001/share 863236 13465540 D Warrants to buy Common Stock, par value $0.001/share 5 2009-01-13 4 A 0 863236 A Common Stock, par value $0.001/share 863236 14328776 D See Exhibit 99.1. Note 1 See Exhibit 99.1. Note 2 See Exhibit 99.1. Note 3 Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures WARBURG PINCUS PRIVATE EQUITY VIII, L.P., By: Warburg Pincus Partners, LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, /s/ Scott A. Arenare, Partner 2009-01-15 EX-99 2 w4667661a.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Exhibit 99.1 - Explanation of Responses (1) The reported transactions involving Warrants to buy Common Stock, par value $0.001 per share, of Nuance Communications, Inc. (formerly ScanSoft, Inc.) (the "Company"), relate to an amendment to extend the expiration date of Warrants originally issued April 8, 2004 (the "April 8 Warrants") pursuant to a Warrant Amendment Agreement, dated January 13, 2009 (the "Warrant Amendment Agreement"), by and among the Company, Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII") and two affiliated partnerships of WP VIII. In accordance with the Warrant Amendment Agreement, the expiration date of the April 8 Warrants has been extended to the date (the "April 8 Warrant Expiration Date") that is one day following the fifth (5th) business day after the six (6) month anniversary of the Closing Date (as defined in that certain Purchase Agreement, dated January 13, 2009 (the "2009 Purchase Agreement"), by and among the Company, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P.; provided, however, that if the 2009 Purchase Agreement is terminated pursuant to its terms, the April 8 Warrant Expiration Date shall be the date that is one day following the fifth (5th) business day after the later of (a) March 2, 2009, or (b) the date of termination of the 2009 Purchase Agreement. The April 8 Warrants are immediately exercisable. (2) All of the securities disclosed in this Form 4 are owned by WP VIII and two affiliated partnerships. Warburg Pincus Partners, LLC, a New York limited liability company ("WPP LLC"), which is a subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"), is the sole general partner of WP VIII. Warburg Pincus LLC, a New York limited liability company ("WP LLC," and together with WP VIII, WPP LLC and WP, the "Warburg Pincus Entities"), 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 an indeterminate portion 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. WP VIII has the contractual right to designate up to two directors to the Board of Directors of the Company. William H. Janeway and Jeffrey A. Harris, became directors of the Company on April 8, 2004 and September 15, 2005, respectively. Mr. Janeway and Mr. Harris are the WP VIII designees to the Board of Directors of the Company. Mr. Janeway is a General Partner of WP and a Member and Senior Advisor of WP LLC. Mr. Harris is a General Partner of WP and a Member and a Managing Director of WP LLC. As such, Mr. Janeway and 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 the Warburg Pincus Entities. Mr. Janeway and Mr. Harris disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. Mr. Janeway and Mr. Harris each also beneficially own 45,000 shares of restricted common stock of the Company that were issued to them in their capacity as directors of the Company. In addition, Mr. Janeway beneficially owns options to acquire 80,000 shares of common stock of the Company and Mr. Harris beneficially owns options to acquire 50,000 shares of common stock of the Company, which options were issued to them in their capacity as directors of the Company. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC and may be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares owned by WP VIII and Messrs. Janeway and Harris, except to the extent of any indirect pecuniary interest therein. WP VIII, WPP LLC and WP are directors-by-deputization solely for purposes of Section 16 of the Exchange Act. (3) The reported transactions involving Warrants to buy Common Stock, par value $0.001 per share, of the Company, relate to an amendment to extend the expiration date of Warrants originally issued May 9, 2005 (the "May 9 Warrants") pursuant to the Warrant Amendment Agreement. In accordance with the Warrant Amendment Agreement, the expiration date of the May 9 Warrants has been extended to the date (the "May 9 Warrant Expiration Date") that is one day following the fifth (5th) business day after the six (6) month anniversary of the Closing Date (as defined in the 2009 Purchase Agreement); provided, however, that if the 2009 Purchase Agreement is terminated pursuant to its terms, the May 9 Warrant Expiration Date shall be the date that is one day following the fifth (5th) business day after the later of (a) May 9, 2009, or (b) the date of termination of the 2009 Purchase Agreement. EX-99 3 w4667661b.txt EXHIBIT 99.2 JOINT FILER INFORMATION Exhibit 99.2 - Joint Filer Information Designated Filer: Warburg Pincus Private Equity VIII, L.P. Issuer & Ticker Symbol: Nuance Communications, Inc. (NUAN) Date of Event Requiring Statement: January 13, 2009 Joint Filers: 1. Name: Warburg Pincus & Co. Address: 466 Lexington Avenue New York, New York 10017 2. Name: Warburg Pincus LLC Address: c/o Warburg Pincus & Co. 466 Lexington Avenue New York, New York 10017 3. Name: Warburg Pincus Partners LLC Address: c/o Warburg Pincus & Co. 466 Lexington Avenue New York, New York 10017 4. Name: William H. Janeway Address: c/o Warburg Pincus & Co. 466 Lexington Avenue New York, New York 10017 5. Name: Jeffrey A. Harris Address: c/o Warburg Pincus & Co. 466 Lexington Avenue New York, New York 10017 EX-99 4 w4667661c.txt EXHIBIT 99.3 JOINT FILERS' SIGNATURES Exhibit 99.3 - Joint Filers' Signatures WARBURG PINCUS & CO. By: /s/ Scott A. Arenare Date: January 15, 2009 ------------------------------ ----------------------- Name: Scott A. Arenare Title: Partner WARBURG PINCUS LLC By: /s/ Scott A. Arenare Date: January 15, 2009 ------------------------------ ----------------------- Name: Scott A. Arenare Title: Member WARBURG PINCUS PARTNERS LLC By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare Date: January 15, 2009 ------------------------------ ----------------------- Name: Scott A. Arenare Title: Partner By: /s/ Scott A. Arenare Date: January 15, 2009 ------------------------------ ----------------------- Name: William H. Janeway By: Scott A. Arenare* By: /s/ Jeffrey A. Harris Date: January 15, 2009 ------------------------------ ----------------------- Name: Jeffrey A. Harris * Power of Attorney given by Mr. Janeway was previously filed with the SEC on May 22, 2008 as an exhibit to a Form 4 filed by Warburg Pincus Private Equity VIII L.P. with respect to Nuance Communications, Inc. -----END PRIVACY-ENHANCED MESSAGE-----