NUANCE COMMUNICATIONS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2011-12-16: Form 8-K/A; Period of report 2011-09-30; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2011-12-16: Form 8-K/A; Period of report 2011-10-06; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2011-12-07: Form 8-K; Period of report 2011-12-02; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2011-11-22: Form 8-K; Period of report 2011-11-22; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2011-12-16 | 8-K/A | 2011-09-30 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On October 6, 2011, Nuance Communications, Inc. (“Nuance”) filed a Current Report on Form 8-K to report the acquisition of all of the outstanding capital stock of Loquendo S.p.A. (“Loquendo”) pursuant to a Share Purchase Agreement, as amended, by and among Nuance, Nuance Communications Ireland Limited (a wholly-owned subsidiary of Nuance) and Telecom Italia S.p.A. At the time of the closing, Nuance determined the transaction to be significant for purposes of Item 2.01 of Form 8-K based on Loquendo’s Italian GAAP financial statements, with the assumption that these financial results would be representative of the U.S. GAAP results. | b89534e8vkza.htm |
| 2011-12-16 | 8-K/A | 2011-10-06 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On October 7, 2011, Nuance Communications, Inc. (“Nuance”) filed a report on Form 8-K to report the completion of the acquisition of Swype, Inc. (“Swype”), and at that time, indicated that we intended to file the required financial statements and pro forma financial information within 71 days from the date that such report was required to be filed. | b89353e8vkza.htm |
| 2011-12-07 | 8-K | 2011-12-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (1) Bonuses for fiscal 2011 were paid out in cash or restricted stock units, as further detailed in the above table. | b89450e8vk.htm |
| 2011-11-22 | 8-K | 2011-11-22 | 2.02 Results of Operations and Financial Condition | 2.02 On November 22, 2011, Nuance Communications, Inc. (the “Company”) announced its financial results for its fourth quarter and fiscal year ended September 30, 2011. | b89247e8vk.htm |
| 2011-11-17 | 8-K | 2011-11-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 11, 2011, the Compensation Committee (the “Committee”) of the Board of Directors of Nuance Communications, Inc. (the “Company”) approved a new three-year employment agreement (which may be extended by mutual agreement for additional one year terms) with Paul Ricci, the Company’s Chairman and Chief Executive Officer. | b89176e8vk.htm |
| 2011-11-07 | 8-K | 2011-11-01 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 1, 2011, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved an adjustment to the Company’s existing compensation arrangement with Steven G. Chambers, who was promoted to President, Sales and Marketing. | b88872e8vk.htm |
| 2011-10-24 | 8-K | 2011-10-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 On October 18, 2011, Nuance Communications, Inc. (“Nuance”) entered into a purchase agreement (the “Purchase Agreement”) by and between Nuance and Morgan Stanley & Co. LLC, as representative of the several initial purchasers named therein (the “Initial Purchasers”), to offer and sell $600 million aggregate principal amount of its 2.75% Convertible Debentures due 2031 (the “Debentures”), plus up to an additional $90 million aggregate principal amount of such Debentures at the option of the Initial Purchasers to cover over-allotments, if any, in a private placement to the Initial Purchasers for resale to qualified institutional buyers pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Act”), afforded by Section 4(2) of the Act and Rule 144A under the Act. 2.03 The information contained in Item 1.01 hereof is incorporated by reference into this Item 2.03. 3.02 The information contained in Item 1.01 hereof is incorporated by reference into this Item 3.02. 8.01 On October 18, 2011, Nuance issued a press release with respect to the pricing of its offer and sale of $600.0 million aggregate principal amount of 2.75% Senior Convertible Debentures due 2031, plus an additional aggregate principal amount of up to $90.0 million at the option of the Initial Purchasers. | b88643e8vk.htm |
| 2011-10-18 | 8-K | 2011-10-18 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On October 18, 2011, Nuance announced its preliminary financial results for its fourth fiscal quarter ended September 30, 2011. 8.01 On October 18, 2011, Nuance Communications, Inc. (“Nuance”) issued a press release with respect to its intention to offer unsecured senior convertible debentures due 2031. | b88624e8vk.htm |
| 2011-10-07 | 8-K | 2011-10-06 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On October 6, 2011, Nuance Communications, Inc. (“Nuance”) acquired Swype, Inc. (“Swype”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 6, 2011, by and among Nuance, Sonic Acquisition Corporation, a wholly owned subsidiary of Nuance (“Sub”), Swype, and Adrian Smith, as the representative of the Company’s shareholders, pursuant to which Sub will merge with and into Swype with Swype surviving as a wholly owned subsidiary of Nuance (the “Merger”). | b88501e8vk.htm |
| 2011-10-06 | 8-K | 2011-09-30 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On September 30, 2011, Nuance Communications, Inc. (“Nuance”) acquired all of the outstanding capital stock of Loquendo S.p.A. (“Loquendo”) pursuant to a Share Purchase Agreement, as amended (the “Purchase Agreement”) by and among Nuance, Nuance Communications Ireland Limited (a wholly-owned subsidiary of Nuance) and Telecom Italia S.p.A. The aggregate consideration payable to Telecom Italia S.p.A consisted of €53 million, which was paid in cash at the closing. | b88502e8vk.htm |
| 2011-08-26 | 8-K/A | 2011-06-16 | 2.02 Results of Operations and Financial Condition | b87447e8vkza.htm | |
| 2011-08-26 | 8-K/A | 2011-06-15 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On June 17, 2011, Nuance Communications, Inc. (“Nuance” or “We”) filed a report on Form 8-K to report the completion of the acquisition of Equitrac Corporation (“Equitrac”), and at that time, indicated that we intended to file the required financial statements and pro forma financial information within 71 days from the date that such report was required to be filed. | b87851e8vkza.htm |
| 2011-08-09 | 8-K | 2011-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2011, Nuance Communications, Inc. (the “Company”) announced its financial results for its third quarter ended June 30, 2011. | b87614e8vk.htm |
| 2011-07-12 | 8-K | 2011-07-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 7, 2011, Nuance Communications, Inc. entered into an amendment agreement to amend and restate Nuance’s existing amended and restated credit agreement, as previously amended. | b87188e8vk.htm |
| 2011-07-11 | 8-K | 2011-07-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 5, 2011 the Compensation Committee of the Board of directors approved a $55,000 cash bonus payment to Steven Chambers. | b87249e8vk.htm |
| 2011-06-21 | 8-K | 2011-06-21 | 8.01 Other Events | 8.01 Nuance Communications, Inc. is seeking to amend its existing credit facility to, among other things, amend certain terms and conditions of the credit facility and extend the maturity of a portion of the term loans and revolving loans made thereunder. | b87042e8vk.htm |
| 2011-06-17 | 8-K | 2011-06-16 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On June 16, 2011, Nuance Communications, Inc. (“Nuance”) acquired all of the outstanding capital stock of SVOX AG (“SVOX”) pursuant to a Share Purchase Agreement, as amended (the “Purchase Agreement”) by and among Nuance, Ruetli Holding Corporation (a wholly-owned subsidiary of Nuance), the shareholders of SVOX and smac partners GmbH, as the shareholder representative. | b87011e8vk.htm |
| 2011-06-17 | 8-K | 2011-06-15 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On June 15, 2011, Nuance Communications, Inc. (“Nuance”) acquired Equitrac Corporation (“Equitrac”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 10, 2011, as amended by and among Nuance, Ellipse Acquisition Corporation, a Florida corporation and a wholly owned subsidiary of Nuance (“Sub”), Equitrac Corporation, a Florida corporation (“Equitrac”), U.S. Bank National Association, as escrow agent (“Escrow Agent”), and Cornerstone Equity Investors, LLC, as the representative of Equitrac’s stockholders, optionholders and warrantholders pursuant to which Sub will merge with and into Equitrac (the “Merger”). | b87013e8vk.htm |
| 2011-05-10 | 8-K | 2011-05-10 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 On May 10, 2011, Nuance Communications, Inc. (“Nuance”) announced it had entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 10, 2011, by and among Nuance, Ellipse Acquisition Corporation, a Florida corporation and a wholly owned subsidiary of Nuance (“Sub”), Equitrac Corporation, a Florida corporation (“Equitrac”), U.S. Bank National Association, as escrow agent (“Escrow Agent”), and Cornerstone IV, LLC, as the representative of Equitrac’s stockholders, pursuant to which Sub will merge with and into Equitrac (the “Merger”). 2.02 On May 10, 2011, Nuance Communications, Inc. (the “Company”) announced its financial results for its second quarter ended March 31, 2011. | b86574e8vk.htm |
| 2011-04-21 | 8-K | 2011-04-21 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On April 21, 2011, Nuance Communications, Inc. (the “Company”) announced preliminary financial results for its second quarter ended March 31, 2011. 5.02 On April 21, 2011, Bill Nelson was appointed executive vice president, Worldwide Sales with responsibility for overseeing the strategy, model and operations of the Company’s extensive sales resources, including its global sales force and channel partner network. | b86153e8vk.htm |
| 2011-02-09 | 8-K | 2011-02-09 | 2.02 Results of Operations and Financial Condition | 2.02 On February 9, 2011, Nuance Communications, Inc. (the “Company”) announced its financial results for its first quarter ended December 31, 2010. | b84803e8vk.htm |
| 2011-02-07 | 8-K | 2011-02-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 2, 2011, the Compensation Committee of the Board of Directors of Nuance Communications, Inc. (the “Company”) approved a Company Bonus Program for fiscal 2011 for all Company employees. | b84747e8vk.htm |
| 2011-01-26 | 8-K | 2011-01-20 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On January 20, 2011, Nuance Communications, Inc. (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”). | b84526e8vk.htm |
| 2011-01-12 | 8-K | 2011-01-12 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On December 8, 2010, Nuance Communications, Inc. (the “Company”) filed its definitive proxy statement relating to its annual meeting of stockholders to be held on January 20, 2011. | b84295e8vk.htm |