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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
Date of Report (Date of earliest event reported): June 15, 2004
SCANSOFT, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-27038 94-3156479
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9 Centennial Drive
Peabody, Massachusetts 01960
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(Address of principal executive offices)
Registrant's telephone number, including area code: (978) 977-2000
N.A.
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective June 15, 2004, pursuant to an Agreement and Plan of Merger,
dated as of May 4, 2004, as amended on May 28, 2004 (the "Merger Agreement"), by
and among ScanSoft, Inc., a Delaware corporation ("ScanSoft"), Tennis
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
ScanSoft ("Merger Sub"), Telelogue, Inc., a Delaware corporation ("Telelogue"),
Pequot Venture Partners II, L.P., PVP II Telelogue Prom Note 2 Grantor Trust,
Palisade Private Partnership II, L.P., and NJTC Venture Fund SBIC, LP, Martin
Hale as stockholder representative, and U.S. Bank National Association as escrow
agent, Merger Sub was merged with and into Telelogue with Telelogue continuing
as the surviving corporation and a wholly-owned subsidiary of ScanSoft.
Telelogue is a provider of automated directory assistance applications for
telecommunications service providers.
Pursuant to the Merger Agreement, as a result of the merger, all issued
and outstanding capital stock of Telelogue was converted into the right to
receive its specified portion of the merger consideration (if any, as provided
under the Merger Agreement), and was canceled. The merger consideration consists
of an amount equal to $2,000,000 in cash (less certain expenses), of which
$500,000 was placed in escrow to cover certain indemnification obligations, and
a contingent payment of up to $2,000,000 in cash to be paid, if at all, on or
about July 31, 2005, upon the achievement of certain performance goals described
in the Merger Agreement.
The terms of the acquisition are more fully described in the Merger
Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) All financial information required by this Item 7 in
connection with ScanSoft's acquisition of Telelogue will be filed by amendment
to this Current Report on Form 8-K within sixty days (60) from the date of
filing of this Current Report on Form 8-K.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 4, 2004, as
amended on May 28, 2004, by and among ScanSoft, Inc., Tennis
Acquisition Corporation, Telelogue, Inc., Pequot Venture
Partners II, L.P., PVP II Telelogue Prom Note 2 Grantor Trust,
Palisade Private Partnership II, L.P., and NJTC Venture Fund
SBIC LP, Martin Hale as stockholder representative and U.S.
Bank National Association as escrow agent.
99.1 Press Release issued by ScanSoft, Inc. on May 6, 2004.
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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.
SCANSOFT, INC.
By: /s/ David A. Gerth
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David A. Gerth, Chief Financial Officer
Date: June 30, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of May 4, 2004, as
amended on May 28, 2004, by and among ScanSoft, Inc., Tennis
Acquisition Corporation, Telelogue, Inc., Pequot Venture
Partners II, L.P., PVP II Telelogue Prom Note 2 Grantor Trust,
Palisade Private Partnership II, L.P., and NJTC Venture Fund
SBIC LP, Martin Hale as stockholder representative and U.S.
Bank National Association as escrow agent.
99.1 Press Release issued by ScanSoft, Inc. on May 6, 2004.