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
April 11, 2002
--------------------------------------------------------------------------------
(Date of earliest event reported)
Nuance Communications, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-30203 94-3208477
--------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employee
jurisdiction Identification No.)
of incorporation)
1005 Hamilton Court
Menlo Park, California 94025
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone, including area code: (650) 847-0000
--------------------------------------------------------------------------------
(Former name and former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
On April 11, 2002, Nuance Communications, Inc. ("Nuance"), made a
determination to no longer engage Arthur Andersen LLP ("Arthur Andersen") as its
independent public accountants. Nuance's Board of Directors participated in and
approved the decision to change principal accountants. On April 12, 2002, Nuance
engaged Deloitte & Touche LLP to serve as its independent public accountants for
the fiscal year ending December 31, 2002.
Arthur Andersen's reports on Nuance's consolidated financial statements for
each of the years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
During the years ended December 31, 2001 and 2000 and through the filing
date of this Current Report on Form 8-K, there were no disagreements with Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction, would have caused it to make reference to the
subject matter in connection with its report on Nuance's consolidated financial
statements for such years; and there were no reportable events as specified in
Item 304(a)(1)(v) of Regulation S-K.
Nuance has provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter,
dated April 15, 2002, stating its agreement with such statements.
During the years ended December 31, 2001 and 2000 and until the engagement
of Deloitte & Touche LLP, Nuance did not consult Deloitte & Touche LLP, with
respect to the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on Nuance's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The exhibit listed below and in the accompanying Exhibit Index is filed as
part of this Current Report on Form 8-K.
EXHIBIT NO. TITLE
----------- -----
16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission, dated April 15, 2002.
2
SIGNATURES
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.
NUANCE COMMUNICATIONS, INC.
(Registrant)
Dated: April 17, 2002. By: /s/ William Dewes
--------------------------------------
William Dewes
Vice President and Chief Financial
Officer
3
EXHIBIT INDEX
EXHIBIT NO. TITLE
----------- -----
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated April 15, 2002.