Current Report Filing (8-k)
August 16 2016 - 4:13PM
Edgar (US Regulatory)
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):
August 16, 2016
NUANCE
COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36056
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94-3156479
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01
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Regulation FD Disclosure.
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Nuance Communications, Inc. (the Company) issued a press release,
dated August 16, 2016, regarding the close of transactions contemplated by that certain Agreement and Plan of Merger between the Company, Tanzania Acquisition Corporation, TouchCommerce, Inc. and Shareholder Representative Services LLC. The
press release is furnished herewith as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
On August 16, 2016, the Compensation Committee of the Board of Directors of the Company
and Paul Ricci, the Companys Chairman and Chief Executive Officer, extended the minimum required notice date for non-renewal set forth in Mr. Riccis employment agreement originally dated November 11, 2011 and as subsequently amended (the
Employment Agreement) to October 1, 2016. The Compensation Committee and Mr. Ricci are currently negotiating a renewal and potential modification of the Employment Agreement.
Safe Harbor and Forward-Looking Statements
Statements in this Current Report on Form 8-K, including the exhibits thereto, contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that, if they never materialize or if they prove incorrect, could cause the predicted results of the Companys acquisition or negotiation of the Employment
Agreement to differ materially from those expressed or implied by such 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: those risks and uncertainties described in the press release attached hereto as Exhibit 99.1, the Companys ability to negotiate a modification of the Employment Agreement; and, the other factors
described in the Companys annual report on Form 10-K for the fiscal year ended September 30, 2015, as supplemented by the Companys current report on Form 8-K filed on May 11, 2016, the Companys quarterly reports, and other reports
the Company has filed with the Securities and Exchange Commission. The Company disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this document.
ITEM 9.01
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Financial Statements and Exhibits
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99.1
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Press Release dated August 16, 2016 by Nuance Communications, Inc.
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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.
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NUANCE COMMUNICATIONS, INC.
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Date: August 16, 2016
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By:
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/s/ Kenneth M. Siegel
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Kenneth M. Siegel
Executive Vice President and Chief Legal Officer
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EXHIBIT INDEX
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99.1
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Press Release dated August 16, 2016 by Nuance Communications, Inc.
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