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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
FEBRUARY 7, 2005
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SCANSOFT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-27038 94-3156479
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
9 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS 01960
(Address of Principal Executive Offices, including Zip Code)
(978) 977-2000
(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 (see General Instruction A.2. below):
[ ] 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))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 7, 2005, ScanSoft, Inc. announced its financial results for the
fiscal quarter ended December 31, 2004. The press release and the reconciliation
contained therein, which have been attached as Exhibit 99.1 and incorporated
herein, disclose certain financial measures that may be considered non-GAAP
financial measures because they exclude non-cash taxes, the amortization of
intangible assets, non-cash stock-based compensation and restructuring charges.
Generally, a non-GAAP financial measure is a numerical measure of a company's
performance, financial position or cash flows that either excludes or includes
amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with generally
accepted accounting principles in the United States. These non-GAAP financial
measures are provided to enhance the user's overall understanding of ScanSoft's
current financial performance and ScanSoft's prospects for the future.
Management believes that these non-GAAP financial measures present a useful
measure of ScanSoft's operating performance because they exclude identified
non-cash and restructuring charges. Management uses these measures for
evaluating historical performance and for forecasting and planning for future
periods. These measures, however, should be considered in addition to, and not
as a substitute for, or superior to, other measures of financial performance
prepared in accordance with generally accepted accounting principles. The
non-GAAP measures included in ScanSoft's press release have been reconciled to
the nearest GAAP measure.
The information in this Form 8-K and the Exhibit attached hereto is being
furnished and shall not be deemed to be "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated February 7, 2005 by ScanSoft, Inc.
SIGNATURES
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/ James R. Arnold, Jr.
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James R. Arnold, Jr.
Chief Financial Officer
Date: February 7, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated February 7, 2005 by ScanSoft, Inc.