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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 7, 2000
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LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
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(Exact Name Of Registrant As Specified In Its Charter)
The Kingdom of Belgium
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(State or Other Jurisdiction of Incorporation)
0-27296 N/A
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(Commission File Number) (I.R.S. Employer Identification No.)
52 Third Avenue, Burlington, Massachusetts 01803
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(Address of Principal Executive Offices in the U.S.) (Zip Code)
(781) 203-5000
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(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
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On June 7, 2000, we acquired Dragon Systems, Inc. ("Dragon") through its
merger with and into one of our wholly-owned subsidiaries. Dragon, headquartered
in Newton, Massachusetts, is a leading supplier of speech and language
technology. Dragon's product offerings include continuous and discrete dictation
products for consumer, business and professional markets, command and control
programs, vertical market add-on vocabularies for specialized applications, such
as legal and medical, customized telephony solutions, and developers' tools. We
intend to continue the business of Dragon.
In connection with the merger, we issued approximately 10.01 million shares
of our common stock to the stockholders of Dragon in exchange for all of the
outstanding shares of common stock of Dragon. In addition, we converted all
outstanding Dragon stock options into options to acquire approximately 1.65
million shares of our common stock at a weighted average exercise price of
$20.15 per share. Also in connection with the acquisition, we repaid a $3
million term loan on behalf of Dragon. We determined the consideration for the
acquisition through arms' length negotiation with Dragon and the stockholders of
Dragon. We intend to use the purchase method to account for this acquisition.
The shares issued in the merger initially were not registered under the
U.S. Securities Act of 1933, as amended (the "Act"), and are subject to
restrictions on transfer as set forth in the Act and the rules and regulations
of the U.S. Securities and Exchange Commission. We have granted the stockholders
of Dragon registration rights for the shares of our common stock which they
received in the merger. Principal stockholders of Dragon have agreed not to sell
approximately 4.69 million of the shares which they received in the merger for a
period of four months, and approximately 4.69 million shares for a period of one
year. These stockholders have also assigned voting rights to all the shares,
subject to the restrictions on transfer, to entities controlled by Messrs. Jo
Lernout and Pol Hauspie.
Prior to the transaction described above, neither Dragon nor the
stockholders of Dragon had any material relationship with us or any of our
affiliates, directors or officers or any associate of any such director or
officer.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of business acquired:
Not filed herewith. To be filed by amendment not later than sixty (60)
days after this report is filed.
(b) Pro Forma financial information:
To be filed by amendment.
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(c) Exhibits:
2.1 Agreement and Plan of Merger dated as of March 27, 2000, by and
among the Registrant, L&H Holdings USA, Inc., a Delaware
corporation and a direct, wholly owned subsidiary the Registrant,
Dragon Systems, Inc., a Delaware corporation, and the principal
stockholders of Dragon.
2.2 Amendment No. 1, dated as of May 25, 2000, to the Agreement and
Plan of Merger dated as of March 27, 2000, by and among the
Registrant, L&H Holdings USA, Inc., a Delaware corporation and a
direct, wholly owned subsidiary the Registrant, Dragon Systems,
Inc., a Delaware corporation, and the principal stockholders of
Dragon.
4.1 Registration Rights Agreement, dated as of June 7, 2000, by and
among the Registrant, L&H Holdings USA, Inc., Dragon Systems,
Inc., Janet M. Baker and Seagate Technology, Inc.
4.2 Stockholders' Agreement, dated as of June 7, 2000, by and among
the Registrant, JKBaker LLC, JMBaker LLC, Seagate, LLC, Roth
Special LLC, CFB Gilbert LLC, RGB Rumpole LLC (each a Delaware
limited liability company), James K. Baker, Janet M. Baker,
Robert Roth, Seagate Technology, Inc., the Paul G. Bamberg Trust,
the Cherry F. Bamberg Trust, LEHA, a Netherlands foundation, L&H
Holding N.V., a Belgian corporation, L&H Holding III, a
Luxembourg corporation, Oldco N.V., a Belgian corporation, and
L&H Investment Company, a Belgian corporation.
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SIGNATURE
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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, thereunto duly authorized.
LERNOUT & HAUSPIE SPEECH
PRODUCTS N.V.
Dated: June 22, 2000
By: /s/ Carl Dammekens
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Carl Dammekens
Chief Financial Officer and Senior Vice
President of Finance
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