UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2019
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NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-27038
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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
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01803
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (781) 565-5000
(Former name or former address, if changed since last report)
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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 (17CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark 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 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On February 1, 2019, Nuance Communications, Inc. (the “Company”) issued a press release announcing the completion of the sale of its Document Imaging division to Kofax, Inc. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
On February 1, 2019, the Company issued a notice of full redemption pursuant to the indenture governing its 5.375% Senior Notes due 2020 (the “5.375% Senior Notes”) announcing that it intends to redeem all of its outstanding 5.375% Senior Notes on March 3, 2019 (such date, the “Redemption Date”) at a redemption price (the “Redemption Price”) equal to 100% of the principal amount of the 5.375% Senior Notes, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date. Because the Redemption Date is not a business day, payment of the Redemption Price will be made on March 4, 2019.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
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: February 1, 2019
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By:
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/s/ Wendy Cassity
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Wendy Cassity
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Executive Vice President and
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Chief Legal Officer
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