UNITED STATES 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):
March 31, 2006
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 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (781) 565-5000
(Former name or former address, if changed since last report)
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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
See Item 2.01, which is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Acquisition of Dictaphone
On March 31, 2006, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”),
dated February 7, 2006, as amended on March 6, 2006, by and among Nuance Communications, Inc., a
Delaware corporation (“Nuance”), Phoenix Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Nuance (“Merger Sub”) and Dictaphone Corporation, a Delaware
corporation (“Dictaphone”), Merger Sub was merged with and into Dictaphone (the
“Merger”), with Dictaphone continuing as a wholly owned subsidiary of Nuance. Pursuant to
the Merger Agreement, consideration for the transaction was $359 million in cash, after accounting
for all closing adjustments.
The terms of the Merger are more fully described in the Merger Agreement, which was filed by Nuance
as Exhibit 2.1 to the Current Report on Form 8-K filed on February 9, 2006, and is incorporated
herein by reference. A copy of the press release announcing the closing of the Merger is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
Credit Agreement
Simultaneously
with the closing of the Merger, Nuance entered into a Credit Agreement
dated as of March 31, 2006 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among
Nuance Communications, Inc., a Delaware corporation, the Lenders
party thereto from time to time, UBS AG, Stamford Branch, as
administrative agent, Credit Suisse Securities (USA) LLC, as
syndication agent, Citicorp North America, Inc., as documentation
agent, UBS Securities LLC and Credit Suisse Securities (USA) LLC, as
joint lead arrangers, Citigroup Global Markets Inc. and Banc of
America Securities LLC, as co-arrangers, UBS Securities LLC, Credit
Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as
joint bookrunners. The Credit Agreement provides for up to $430.0 million of senior secured financing. The $430.0
million available under the Credit Agreement includes (i) a seven-year $355.0 million senior term
loan facility and (ii) a six-year $75.0 million revolving credit facility. Nuance has agreed to
pay customary fees and expenses related to the credit facilities and to provide customary
indemnities.
The Credit Agreement was entered into (i) to finance a portion of the acquisition of Dictaphone
described above, (ii) to pay related fees and expenses and (iii) to finance the ongoing working
capital and other general corporate purposes of Nuance. On March 31, 2006, Nuance drew the full
$355.0 million under the term loan facility to finance a portion of the acquisition of Dictaphone.
Nuance’s obligations under the Credit Agreement are secured by substantially all the assets of
Nuance and its domestic subsidiaries. The Credit Agreement contains customary events of default and
covenants, including, among other things, covenants that restrict the ability of Nuance and certain
of its subsidiaries to incur certain additional indebtedness, create or permit liens on assets and
certain restrictive financial covenants. The Credit Agreement also contains customary events of
default.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit
10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
See Item 2.01, which is incorporated herein by reference.