Filed by ScanSoft, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: SpeechWorks International, Inc.
Commission File No.: 000-31097
On April 29, 2003, ScanSoft, Inc. issued the following press release.
NEWS RELEASE
FROM SCANSOFT, INC.
CONTACT:
JONNA SCHUYLER BRIAN MERRILL
ScanSoft, Inc. FitzGerald Communications
Tel: (978) 977-2038 Tel: (617) 585-2245
Email: jonna.schuyler@scansoft.com Email: bmerrill@fitzgerald.com
SCANSOFT NAMED TO BOSTON HERALD'S HERALD 100;
RANKED FIRST IN TWO-YEAR SHAREHOLDER RETURN
Newcomer Ranked Eighth Overall on Prestigious Listing
of Massachusetts Public Companies
PEABODY, MASS., APRIL 29, 2003 - ScanSoft, Inc. (Nasdaq: SSFT), a leading
supplier of imaging, speech and language solutions, today announced that it has
been named to The Herald 100, an annual listing of Massachusetts' top public
companies published by the Boston Herald. ScanSoft, a newcomer to the list, was
ranked eighth overall and first in two-year shareholder return.
The Herald 100 recognizes the state's top public companies for their business
fundamentals, strong prospects for growth and impact on the region's economy.
Rankings are based on two-year total return and market capitalization. This
special report can be found in its entirety at
http://www.businesstoday.com/herald_hundred2003.html.
"We are pleased to have been recognized as one of Massachusetts' leading
companies," said Paul Ricci, chairman and CEO, of ScanSoft. "ScanSoft's
continued performance and growth is indicative of our ongoing success and our
firm commitment to market leadership, product excellence and shareholder value."
ABOUT SCANSOFT, INC.
ScanSoft, Inc. (Nasdaq: SSFT) is a leading supplier of imaging, speech and
language solutions that are used to automate a wide range of manual processes -
saving time, increasing worker productivity and improving customer service. For
more information regarding ScanSoft products and technologies, please visit
www.ScanSoft.com.
Trademark reference: ScanSoft and the ScanSoft logo are registered trademarks or
trademarks of ScanSoft, Inc. in the United States and other countries. All other
company or product names may be the trademarks of their respective owners.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
ScanSoft intends to file a registration statement on Form S-4 in connection with
the transaction, and ScanSoft and SpeechWorks intend to file with the SEC and
mail to their respective stockholders a joint proxy statement/prospectus in
connection with the transaction. Investors and security holders are urged to
read the joint proxy statement/prospectus when it becomes available because it
will contain important information about ScanSoft, SpeechWorks and the
transaction. Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus (when it is available) at the Securities and Exchange
Commission's web site at www.sec.gov. A free copy of the joint proxy
statement/prospectus may also be obtained by contacting ScanSoft or SpeechWorks
ScanSoft and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of ScanSoft
and SpeechWorks in connection with the transaction described herein. Information
regarding the special interests of these directors and executive officers in the
transaction described herein will be included in the joint proxy
statement/prospectus described above. Additional information regarding these
directors and executive officers is also included in ScanSoft's proxy statement
for its 2002 Annual Meeting of Stockholders, which was filed with the Securities
and Exchange Commission on or about April 30, 2002. This document is available
free of charge at the Securities and Exchange Commission's web site at
www.sec.gov and from ScanSoft.
SpeechWorks and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of ScanSoft
and SpeechWorks in connection with the transaction described herein. Information
regarding the special interests of these directors and executive officers in the
transaction described herein will be included in the joint proxy
statement/prospectus described above. Additional information regarding these
directors and executive officers is also included in SpeechWorks' proxy
statement for its 2002 Annual Meeting of Stockholders, which was filed with the
Securities and Exchange Commission on or about April 15, 2002. This document is
available free of charge at the Securities and Exchange Commission's web site at
www.sec.gov and from SpeechWorks.
SAFE HARBOR STATEMENT
This press release contains certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements are based on management's
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements
herein include statements addressing future financial and operating results of
ScanSoft; statements relating to the magnitude, timing, effects, and any
synergies that may result from the proposed acquisition; and statements
concerning the outcome of any necessary regulatory and stockholder approvals
required in connection with the proposed acquisition.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: potential
that the information and estimates used to predict the cost savings and
anticipated revenues were not accurate; failure of the acquisition to be
materially accretive in a timely manner; failure to retain customers;
difficulties with integrating product plans, schedules and resources; risks
associated with the acquisition, including the need for regulatory and
stockholder approvals, as well as transaction costs and the related integration
of operations; difficulties in implementing planned cost reductions; failure to
obtain and retain expected synergies; political and global economic risks
attendant to a greater international presence; and other economic, business, and
competitive factors affecting the business generally.
More detailed information about these factors and other risks affecting ScanSoft
are set forth in ScanSoft's filings with the Securities and Exchange Commission,
including the Annual Report on Form 10-K for fiscal 2002 and the most recent
quarterly reports on Form 10-Q. ScanSoft is under no obligation to (and
expressly disclaims any such obligation to) update or alter the forward-looking
statements, whether as a result of new information, future events or otherwise.
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