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): August 30, 2019
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 000-27038 | | 94-3156479 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS employer
Identification No.) |
| | | |
1 Wayside Road
Burlington, Massachusetts | | 01803 |
(Address of principal executive offices) | | (Zip Code) |
(781) 565-5000
(Registrant’s telephone number, including area code)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, $0.001 par value | | NUAN | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On August 30, 2019, Nuance Communications, Inc. (the “Issuer”) issued a conditional notice of full redemption pursuant to the indenture governing its 6.000% Senior Notes due 2024 (the 6.000% “Senior Notes”) announcing that it intends to redeem, subject to the condition described below, all of its outstanding 6.000% Senior Notes on October 1, 2019 (the “Redemption Date”) at a redemption price equal to 104.500% of the principal amount of the 6.000% Senior Notes, plus accrued and unpaid interest thereon to, but not including, the Redemption Date (the “Redemption”).
The Redemption is conditioned upon the incurrence of term loans and/or revolving loan indebtedness by Cerence Inc., a subsidiary of the Issuer (“Cerence”), and certain of its subsidiaries, in connection with the consummation of the distribution by the Issuer, by dividend or other transfer, of all of its shares of common stock of Cerence to the holders of the Issuer’s common stock on or prior to the Redemption Date (the “Spin-Off Debt Transaction”) on terms satisfactory to the Issuer in its sole discretion (the “Redemption Condition”). In the Issuer’s discretion, the Redemption Date may be delayed until such time as the Redemption Condition shall be satisfied. In the Issuer’s discretion, if the Redemption Condition is not satisfied on or prior to the Redemption Date (or by the Redemption Date as so delayed), the conditional notice of full redemption may be rescinded by the Issuer and shall be of no effect. The Spin-Off Debt Transaction is subject to a number of conditions. As a result, there can be no assurance that the Redemption will occur on October 1, 2019.
Forward-Looking Statements
Statements in this report regarding the Redemption, spin-off and separation constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “intends” or “estimates” or similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including but not limited to: the ability to effect the separation and spin-off of our Auto business; our ability to successfully wind-down certain products or business lines; fluctuations in demand for our existing and future products; fluctuations in the mix of products and services sold in specific periods; further unanticipated costs resulting from the FY17 malware incident including potential costs associated with governmental investigations that may result from the incident; our ability to control and successfully manage our expenses and cash position; our ability to develop and execute in a timely manner our productivity and cost initiatives; the effects of competition, including pricing pressure, and changing business models in the markets and industries we serve; changes to economic conditions in the United States and internationally; the imposition of tariffs or other trade measures particularly between the United States and China; potential future impairment charges related to our reorganized business reporting units; fluctuating currency rates; possible quality issues in our products and technologies; our ability to successfully integrate operations and employees of acquired businesses; the ability to realize anticipated synergies from acquired businesses and to cut stranded costs related to divested businesses; and the other factors described in our most recent Form 10-K, Form 10-Q and other filings with the Securities and Exchange Commission as well as those described in Cerence’s Registration Statement on Form 10. We disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this report.
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.
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NUANCE COMMUNICATIONS, INC. |
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By: | | /s/ Daniel D. Tempesta |
| | Daniel D. Tempesta |
| | Executive Vice President and Chief Financial Officer |
Date: August 30, 2019
