AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 2002
REGISTRATION NO. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SCANSOFT, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 94-3156479
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
9 CENTENNIAL DRIVE, PEABODY, MASSACHUSETTS 01960
(Address of principal executive offices) (Zip Code)
SCANSOFT, INC. 2000 STOCK PLAN
SCANSOFT, INC. 1995 DIRECTORS STOCK PLAN
(Full title of plans)
RICHARD S. PALMER
CHIEF FINANCIAL OFFICER
SCANSOFT, INC.
9 CENTENNIAL DRIVE, PEABODY, MASSACHUSETTS 01960
(Name and address of agent for service)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (978) 977-2000
Copies to:
KATHARINE A. MARTIN, ESQ.
WILSON SONSINI GOODRICH & ROSATI, PC
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED* SHARE PRICE REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par 2,250,000 shares $3.975** $ 8,943,750 $ 822.83
value, to be issued upon the
exercise of options granted
under the ScanSoft, Inc. 2000
Stock Plan.
Common Stock, $0.001 par 500,000 shares $3.975** $ 1,987,500 $ 182.85
value, to be issued upon the
exercise of options granted
under the ScanSoft, Inc. 1995
Directors' Stock Plan.
Total 2,750,000 shares $3.975** $10,931,250 $1,005.68
* This registration Statement shall also cover any additional shares of the
Registrant's Common Stock that become issuable under the above listed plans
by reason of any stock dividend, stock split, recapitalization or similar
transaction effected without the Registrant's receipt of consideration that
results in an increase in the number of the Registrant's outstanding shares
of Common Stock.
** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of
[$3.925] per share, the average of the high and low prices per share of the
Common Stock on [September 17, 2002], as reported by Nasdaq.
================================================================================
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of ScanSoft, Inc. (the "Registrant")
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); (ii) all other reports filed by the Registrant
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in clause (i) above; and
(iii) the description of the Registrant's common stock contained in the
Registrant's Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description. All documents filed by the Registrant after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment (that indicates
all securities offered have been sold or deregisters all securities then
remaining unsold), shall be deemed to be incorporated by reference in this
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registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's board of directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. The Registrant's
Certificate of Incorporation, as amended, and Bylaws provide for indemnification
of its officers, directors, employees and other agents to the maximum extent
permitted by Delaware Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors, the form of which is
attached as an exhibit to the Registrant's Registration Statement on Form S-1
(No. 333-74343) filed with the Securities and Exchange Commission on October 19,
1995.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 ScanSoft, Inc. 2000 Stock Plan.
4.2 ScanSoft, Inc. 1995 Directors Stock Plan.
5.1 Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
10.1 Form of Indemnification Agreement (incorporated by reference to the
Registrant's Registration Statement on Form S-1, Registration No.
333-98356, filed on October 19, 1995).
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. is included
in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
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most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Peabody, State of Massachusetts on the 18th day of
September, 2002.
SCANSOFT, INC.
(Registrant)
By /s/ Paul A. Ricci
------------------------------
Paul A. Ricci
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Principal Executive Officer:
/s/ Paul A. Ricci Chairman of the Board and Chief September 18, 2002
------------------------------- Executive Officer
Paul A. Ricci
Principal Financial Officer:
/s/ Richard S. Palmer Senior Vice President and Chief September 18, 2002
------------------------------- Financial Officer
Richard S. Palmer
Principal Accounting Officer:
/s/ Gerald C. Kent, Jr. Chief Accounting Officer and September 18, 2002
------------------------------- Corporate Controller
Gerald C. Kent, Jr.
Directors:
* Chairman of the Board September 17, 2002
-------------------------------
Paul A. Ricci
* Director September 17, 2002
-------------------------------
Michael K. Tivnan
* Director September 17, 2002
-------------------------------
Robert G. Teresi
* Director September 17, 2002
-------------------------------
Katharine A. Martin.
* Director September 17, 2002
-------------------------------
Robert J. Frankenberg
* Director September 17, 2002
-------------------------------
Mark B. Myers
* Director September 17, 2002
-------------------------------
Herve Gallaire
* BY /s/ Richard S. Palmer
--------------------------
Richard S. Palmer
Attorney-in-Fact
A majority of the members of the Board of Directors.
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EXHIBIT INDEX
4.1 ScanSoft, Inc. 2000 Stock Plan.
4.2 ScanSoft, Inc. 1995 Directors Stock Plan.
5.1 Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
10.1 Form of Indemnification Agreement (incorporated by reference to the
Registrant's Registration Statement on Form S-1 Registration No.
333-98356, filed on October 19, 1995).
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. is included
in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.