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.: 333-106184
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACTS:
RICHARD MACK
Director, Corporate Communications
ScanSoft, Inc.
978-977-2175
Email: richard.mack@scansoft.com
SCANSOFT TO INITIATE SHARE REPURCHASE OF UP TO $25 MILLION FOLLOWING CLOSE
OF SPEECHWORKS ACQUISITION
PEABODY, MASS., AUGUST 6, 2003 - ScanSoft, Inc. (NASDAQ: SSFT), a leading
supplier of imaging, speech and language solutions, today announced it will
initiate a share repurchase program to begin immediately following the closing
of the SpeechWorks (NASDAQ: SPWX) acquisition and will continue for a period of
twelve months, but may be suspended or discontinued at any time. ScanSoft
intends to repurchase up to $25 million of its common stock, but will not
repurchase more than 20 percent of the number of shares issued to SpeechWorks
stockholders in the proposed merger. The timing and amount of any shares
repurchased will be determined by ScanSoft's management based on its evaluation
of market conditions and other factors.
"This is an initial step in an ongoing commitment from ScanSoft to offset the
dilutive effect of employee options and other uses of stock that have been
important to the company's growth," said Paul Ricci, ScanSoft chairman and CEO.
"Furthermore, this action affirms our commitment to increasing shareholder value
and reflects confidence in the strength of our global business, growing cash
flows and expanded market positions."
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.
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 mentioned herein may be the trademarks of their respective owners.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
ScanSoft filed a registration statement on Form S-4 in connection with the
proposed merger, and ScanSoft and SpeechWorks filed with the SEC and mailed to
their respective stockholders a joint proxy statement/prospectus in connection
with the proposed merger. Investors and security holders are urged to read the
joint proxy statement/prospectus because it contains important information about
ScanSoft, SpeechWorks and the proposed merger. Investors and security holders
may obtain a free copy of the joint proxy statement/prospectus at the
Securities and Exchange Commission's web site at
<>. 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 proposed merger. Information regarding
the special interests of these directors and executive officers in the proposed
merger is 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 2003 Annual Meeting of
Stockholders, which was filed with the Securities and Exchange Commission on or
about April 30, 2003. This document is available free of charge at the
Securities and Exchange Commission's web site at 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 proposed merger. Information regarding
the special interests of these directors and executive officers in the proposed
merger is 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 2003 Annual Meeting of
Stockholders, which was filed with the Securities and Exchange Commission on or
about April 25, 2003. This document is available free of charge at the
Securities and Exchange Commission's web site at 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 regarding the company's intention to repurchase shares
of its common stock from time to time under the stock repurchase program, the
timing and amount of any repurchased shares, the offsetting dilutive effect of
the program, the closing of the proposed merger and expectations regarding the
company's business and operations.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: economic
conditions in the United States and abroad, ScanSoft's ability to control and
successfully manage its expenses, inventory and cash positions; fluctuations in
demand for ScanSoft's existing and future products; fluctuations in the market
price of ScanSoft's common stock; the effects of competition, including pricing
pressure; possible defects in products and technologies; ScanSoft's dependence
on OEM customers; difficulties with integrating product plans and operations of
acquired businesses; 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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