As filed with the Securities and Exchange Commission on February 7, 2019
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
NUANCE COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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94-3156479
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1 Wayside Road
Burlington, Massachusetts 01803
(781)
565-5000
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Amended and Restated 2000 Stock Plan
(Full title of the Plan)
Daniel D. Tempesta
Executive Vice President and Chief Financial Officer
Nuance Communications, Inc.
1 Wayside Road
Burlington, Massachusetts 01803
(781)
565-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Wendy
Cassity
Executive Vice President and Chief Legal Officer
Nuance Communications, Inc.
1 Wayside Road
Burlington, Massachusetts 01803
(781)
565-5000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company, and emerging growth company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Emerging growth company
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☐
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Smaller reporting company
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☐
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If an emerging growth company, indicate by checkmark 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per
Share (2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee (3)
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Common Stock, $0.001 par value per share to be pursuant to the Companys Amended and Restated 2000 Stock Plan
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1,250,000
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$15.91
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$19,887,500
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$2410.37
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act),
this Registration Statement shall be deemed to cover any additional shares of the Registrants Common Stock that become issuable under the above listed plans by reason of any stock dividend, stock split, recapitalization or similar transaction
effected without the Registrants receipt of consideration that results in an increase in the number of the Registrants outstanding shares of Common Stock.
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(2)
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Estimated solely for the purpose of computing the registration fee and based on the average high and low sale
prices of the common stock of Nuance Communications, Inc. as reported on the Nasdaq Global Select Market on February 1, 2019 in accordance with Rule 457 under the Securities Act.
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(3)
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The amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act and was
determined by multiplying the Proposed Maximum Offering Price Per Share by 0.0001212.
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