NUANCE COMMUNICATIONS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-12-22: Form 8-K; Period of report 2016-12-22; Description 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; Details 1.01.
- 2016-12-12: Form 8-K; Period of report 2016-12-08; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2016-11-25: Form 8-K; Period of report 2016-11-18; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2016-11-17: Form 8-K; Period of report 2016-11-11; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-12-22 | 8-K | 2016-12-22 | 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 | 1.01 On December 22, 2016, Nuance Communications, Inc. (the “Company”) issued $500 million aggregate principal amount of its 5.625% Senior Notes due 2026 (the “Notes”) in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. 2.03 The information set forth in Item 1.01 above is incorporated herein by reference. | d462585d8k.htm |
| 2016-12-12 | 8-K | 2016-12-08 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On December 8, 2016, the Company issued a press release announcing the launch of its offering of the Notes. | d168363d8k.htm |
| 2016-11-25 | 8-K | 2016-11-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 18, 2016, the Compensation Committee of the Board of Directors of Nuance Communications, Inc. (the “Company”) granted restricted stock awards to the Company’s eligible Named Executive Officers(1) for the achievement of fiscal year 2016 objectives for non-plan incentive bonuses. | d297179d8k.htm |
| 2016-11-17 | 8-K | 2016-11-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 17, 2016, the Compensation Committee of the Board of Directors of Nuance Communications, Inc. (the “Company”) approved an amendment and restatement of the Company’s employment agreement with Paul Ricci, the Company’s Chairman and Chief Executive Officer. | d298229d8k.htm |
| 2016-11-17 | 8-K | 2016-11-17 | 2.02 Results of Operations and Financial Condition | 2.02 On November 17, 2016, Nuance Communications, Inc. announced its financial results for its fourth quarter and fiscal year ended September 30, 2016. | nuan8-kpressrelease93016.htm |
| 2016-09-07 | 8-K | 2016-08-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 31, 2016, Nuance Communications, Inc. (the “Company”) entered into a Transition and Severance Agreement (the “Transition Agreement”) with Earl H. Devanny III, President of the Company’s Healthcare Division. | d250488d8k.htm |
| 2016-08-16 | 8-K | 2016-08-16 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 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. 8.01 On August 16, 2016, the Compensation Committee of the Board of Directors of the Company and Paul Ricci, the Company’s Chairman and Chief Executive Officer, extended the minimum required notice date for non-renewal set forth in Mr. Ricci’s employment agreement originally dated November 11, 2011 and as subsequently amended (the “Employment Agreement”) to October 1, 2016. | d228982d8k.htm |
| 2016-08-08 | 8-K | 2016-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2016, Nuance Communications, Inc. (the “Company” or "we") announced its financial results for its third quarter fiscal 2016, ended June 30, 2016. | nuan8-kpressrelease63016.htm |
| 2016-07-22 | 8-K | 2016-07-20 | 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 3.02 On July 20, 2016, Nuance Communications, Inc., a Delaware corporation (the “Company”), and Tanzania Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TouchCommerce, Inc., a Delaware corporation (“TouchCommerce”), and Shareholder Representative Services LLC as stockholder representative thereunder (the “Stockholder Representative”), pursuant to which Merger Sub will merge with and into TouchCommerce and TouchCommerce will continue as the surviving corporation and an indirect wholly-owned subsidiary of the Company subject to the satisfaction of certain customary conditions to closing (the “Merger”). 7.01 The Company issued a press release, dated July 21, 2016, regarding the Merger. | form8-ktanzania.htm |
| 2016-06-22 | 8-K | 2016-06-21 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 above is incorporated herein by reference. | d201775d8k.htm |
| 2016-06-17 | 8-K | 2016-06-14 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On June 14, 2016, the Company issued a press release announcing the launch of its offering of the Notes. | d199863d8k.htm |
| 2016-05-11 | 8-K | 2016-05-10 | 8.01 Other Events | 8.01 Nuance Communications, Inc. (“Nuance”, “we”, or “our”) is filing this Current Report on Form 8-K to recast certain prior period financial information and related disclosures contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015 (“2015 Form 10-K”) to conform with the segment reporting changes made in connection with the realignment of our organizational structure, as well as to disclose the retrospective adoption of new accounting guidance. | a8-k.htm |
| 2016-05-10 | 8-K | 2016-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2016, Nuance Communications, Inc. (the “Company” or "we") announced its financial results for its second quarter fiscal 2016, ended March 31, 2016. | nuan8-kpressrelease33116.htm |
| 2016-04-19 | 8-K | 2016-04-15 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On April 15, 2016, Nuance Communications, Inc. (“Nuance” or the “Company”) entered into a revolving credit agreement with Barclays Bank plc (“Barclays”), as administrative agent, Barclays, Morgan Stanley Bank, N.A. (“Morgan Stanley”) and Deutsche Bank AG New York Branch (“Deutsche Bank”) as joint lead arrangers, Barclays, Morgan Stanley and Deutsche Bank as joint bookrunners, Royal Bank of Canada, SunTrust Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Citibank, N.A., as managing agents, and the lenders from time to time party thereto (the “Credit Agreement”). 1.02 In connection with the entrance into the Credit Agreement, the Company fully repaid and terminated its existing credit facility, which provided a $75 million revolving credit facility, pursuant to that certain Amended and Restated Credit Agreement, dated as of August 7, 2013 (as amended and restated, supplemented or otherwise modified from time to time), by and among the Company, the lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc. as administrative agent. 2.03 The information contained in Item 1.01 hereof is incorporated by reference into this Item 2.03. | d180512d8k.htm |
| 2016-03-15 | 8-K | 2016-03-15 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 The information contained in Item 1.01 hereof relating to the Promissory Note is incorporated by reference into this Item 2.03. | icahnrepurchase.htm |
| 2016-03-10 | 8-K | 2016-03-09 | 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 In connection with the execution of the Stock Purchase Agreement, David Schechter and Brett Icahn agreed to resign from the board of directors of the Company, effective as of March 9, 2016. 8.01 On March 10, 2016 the Company issued a press release announcing the entry into the Stock Purchase Agreement and the transactions contemplated therein. | d144991d8k.htm |
| 2016-02-19 | 8-K | 2016-02-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | compcommittee.htm | |
| 2016-02-09 | 8-K | 2016-02-09 | 2.02 Results of Operations and Financial Condition | 2.02 On February 9, 2016, Nuance Communications, Inc. (the “Company” or "we") announced its financial results for its first quarter fiscal 2016, ended December 31, 2015. | nuan8-kpressrelease123115.htm |
| 2016-02-02 | 8-K | 2016-02-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On January 27, 2016, Nuance Communications, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). | annualmeetingdraft.htm |
| 2016-01-19 | 8-K | 2016-01-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On January 14, 2016, Nuance Communications, Inc. (the “Company”) announced that its Board of Directors has approved an amendment to its 2000 Stock Plan (the “2000 Plan”), to reduce the proposed increase in the number of shares subject to the plan from 2,000,000 to 1,300,000, which will result in a total of 73,900,000 shares of common stock being reserved for issuance under the 2000 Plan. 8.01 On December 17, 2015, the Company filed a definitive proxy statement (the “Proxy Statement”) relating to the Company’s 2016 Annual Meeting of Stockholders. | form8-ksupplementalproxy.htm |