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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): December 3, 1998
VISIONEER, INC.
(Exact name of registrant as specified in its charter)
0-27038
(Commission File Number)
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Delaware 94-3156479
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
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34800 Campus Drive, Fremont, CA 94555 (Address of
principal executive offices, with zip code)
(510) 608-0300
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On December 3, 1998, Visioneer, Inc. (the "Company") issued two press
releases, announcing that the Company has agreed to acquire ScanSoft, Inc., an
indirect wholly owned subsidiary of Xerox, Inc. and that the Company has also
agreed to sell its hardware business to a newly formed subsidiary of Primax
Electronics Ltd.
Under the Company's agreement with ScanSoft, the combined company will
operate as a public corporation under the ScanSoft name. Pursuant to the terms
of the agreement with ScanSoft, Visioneer will acquire Xerox's ScanSoft
subsidiary for approximately 6.9 million shares of common stock, approximately
3.8 million shares of non-voting convertible preferred stock and the assumption
of 1.8 million ScanSoft stock options. In addition, approximately 5.1 million
outstanding Visioneer shares will be cashed out by Visioneer at $2.06 per share
with consideration from Xerox, and those shares will then be owned by Xerox.
Xerox will own 45% of the outstanding stock of ScanSoft after the merger, with
Visioneer's current stockholders owning the remaining 55%. The ScanSoft
transaction is scheduled to be completed in the first quarter of 1999.
Under the Company's agreement with Primax, the newly formed Primax
subsidiary will operate under the Visioneer name. Pursuant to the agreement, the
Primax subsidiary will purchase all of Visioneer's current hardware assets and
related intellectual property, and the Visioneer brand name for approximately $7
million. The closing of this transaction is expected to occur in January 1999.
Visioneer and the new entity have also signed a multi-year licensing agreement
to bundle PaperPort software products with its entire line of hardware imaging
products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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20.1 Press Release entitled Visioneer Forms New Companies with Xerox and
Primax, dated December 3, 1998
20.2 Press Release entitled Visioneer and Primax Partner to Form Worldwide
Scanner and Imaging Hardware Company, dated December 3, 1998
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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.
Visioneer, Inc.
Date: December 8, 1998 By: /s/ Richard M. Brenner
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Richard M. Brenner
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number Description
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20.1 Press Release entitled Visioneer Forms New Companies with Xerox and
Primax, dated December 3, 1998
20.2 Press Release entitled Visioneer and Primax Partner to Form Worldwide
Scanner and Imaging Hardware Company, dated December 3, 1998
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EXHIBIT 20.1
Visioneer Forms New Companies with Xerox and Primax
FREMONT, Calif., Dec. 3 /PRNewswire/ -- Visioneer, Inc.(Nasdaq: VSNR), a leader
in personal imaging hardware and software products, today announced that the
company has agreed to acquire ScanSoft, Inc., an indirect wholly owned
subsidiary of Xerox, Inc. (NYSE: XRX). The combined company will operate as a
public corporation under the ScanSoft name. Visioneer also announced today that
it has agreed to sell its hardware business to a newly formed subsidiary of
Primax Electronics Ltd. (Taiwan Stock Exchange: Code # 2336). The goal of these
transactions is to create stronger competitive positions in the imaging software
and hardware markets; to strengthen the holdings of Visioneer stockholders; and
to provide greater imaging product choices for consumers.
Pursuant to the terms of this agreement, Visioneer will acquire Xerox's ScanSoft
subsidiary for approximately 6.9 million shares of common stock, approximately
3.8 million shares of non-voting convertible preferred stock and the assumption
of 1.8 million shares of ScanSoft stock options. In addition, approximately 5.1
million outstanding Visioneer shares will be cashed out by Visioneer at $2.06
per share with consideration from Xerox, and those shares will then be owned by
Xerox. Xerox will own 45% of the outstanding common stock of ScanSoft after the
merger, with Visioneer's current stockholders owning the remaining 55%. The
Xerox transaction is scheduled to be completed in the first quarter of 1999.
The combined company, ScanSoft, will continue to market and support ScanSoft
TextBridge, ScanSoft Pagis Pro, ScanSoft ScanWorks, Visioneer PaperPort,
Visioneer OCR, Visioneer ScannerSuite, Visioneer PaperPort Deluxe and Visioneer
Visual Explorer.
Under the second agreement, Visioneer will sell the rights to its entire line of
hardware products and related intellectual properties, as well as the Visioneer
brand name, to a new operating subsidiary of Primax Electronics Ltd. for
approximately $7 million. The new Primax subsidiary will operate under the
Visioneer name and will develop, market and manufacture Visioneer brand
award-winning scanners and other hardware imaging products.
The sale of Visioneer's hardware business is expected to occur in January 1999.
Visioneer's current hardware marketing, sales, operations and quality assurance
teams will become employees of the new Primax subsidiary. The new subsidiary has
also signed a multi-year licensing agreement to bundle PaperPort software
products with its entire line of hardware imaging products.
Visioneer's popular scanners are renowned for their quality and ease-of-use,
while Primax is an acknowledged leader in the manufacture of high quality
scanners. This partnership creates a highly competitive player among scanner
manufacturers worldwide.
"Successful companies adapt quickly to rapidly changing markets," said J. Larry
Smart, president and CEO of Visioneer. "By entering into these transactions with
Xerox and Primax, we're seeking to ensure that the financial and marketing
resources are there to carry on Visioneer's legacy of quality, innovation and
ease-of-use. By focusing exclusively on the unique requirements of the hardware
and software markets, each company will be able to leverage the technical
strengths and brand equity of our products. In the final analysis, both our
customers and stockholders should be well served."
The newly formed Visioneer division of Primax will be headquartered in
Visioneer's current corporate offices in Fremont, California. J. Larry Smart,
Visioneer's current president and CEO, will hold the same position in the new
company. The merged Visioneer/ScanSoft company will be located in Peabody,
Massachusetts with development centers on both West and East coasts and European
operations in Reading, England. Michael Tivnan, ScanSoft's current president,
will lead the combined company and Larry Smart will remain on its Board of
Directors.
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About Visioneer
Visioneer, headquartered in Fremont, Calif., develops and markets imaging
products that provide a faster and easier way to scan photographs and documents
into computers and put them to work in the most popular applications. The
company's first product shipped in 1994.
PaperPort personal imaging systems have garnered widespread industry acceptance
and endorsements, including two consecutive World Class Awards and two five star
rating reviews from Macworld magazine and PC World Magazine, Editor's Choice
awards from PC Magazine, three MVP awards from PC Computing magazine, Editors'
Choice and two consecutive Product of the Year awards from Imaging Magazine, an
Editors' Pick Award from Home Office Computing, and a silver product design
award from Business Week. Visioneer is located at 34800 Campus Drive, Fremont,
CA 94555. Visioneer can be reached via fax at (510) 608-0305 or via the Internet
at www.visioneer.com. For product information call 1-800-787-7007. For technical
support call 1-888-368-9633.
Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that all forward-looking statements contain risk and
uncertainties that may cause actual results to differ materially, including the
company's ability to consummate the transactions referred to above, which are
dependent in part on the satisfaction of conditions outside of the company's
control, including regulatory approvals, the continued operation of the
company's business without material adverse changes, and in the case of the
ScanSoft merger, approval by the company's stockholders; the company's ability
to manage its relationships with customers and suppliers during the period
preceding the communication of these transactions; the company's ability to
orderly transition its hardware assets and liabilities to the new Primax
subsidiary; the company's ability to retain key employees prior to completion of
these transactions and the combined company's ability to attract and retain key
employees; the combined company's ability to integrate its business and
operations with ScanSoft; the combined company's ability to develop and
introduce in a timely fashion new products and enhancements to existing
Visioneer and ScanSoft products that meet changing customer requirements and
emerging industry standards; the combined company's ability to compete
successfully against increased competition, which could result in significant
price reductions, decreased gross margins, loss of market share and lack of
acceptance of the combined company's products; and the combined company's
ability to manage growth.
Furthermore, both Visioneer and ScanSoft have experienced and may continue to
experience significant fluctuations in revenues and operating results from
quarter to quarter and from year to year due to a combination of factors, many
of which are outside their direct control, including but not limited to demand
for and market acceptance of the company's products, price competition in the
market for their products, the timing, cancellation or rescheduling of
significant orders, the purchasing patterns and potential product returns from
their distribution channels, and there can be no assurance that such
fluctuations will not continue after the merger. The company's business and
financial results are also subject to the risks detailed from time to time in
the company's SEC reports, including the report on Form 10-K for the year ended
December 31,1997 and Forms 1O-Q for the quarters ended March 31, June 30, and
September 30, 1998.
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EXHIBIT 20.2
Visioneer and Primax Partner to Form Worldwide Scanner and Imaging Hardware
Company
FREMONT, Calif., Dec. 3 /PRNewswire/ -- Visioneer, Inc.(Nasdaq: VSNR), a leading
scanner provider in the U.S. retail market and Primax Electronics Ltd. (Taiwan
Stock Exchange: Code# 2336), a significant manufacturer in the European retail
scanner market, today announced that Visioneer has agreed to sell its hardware
business to a newly formed subsidiary of Primax that will develop, market and
manufacture Visioneer brand award-winning scanners and other hardware imaging
products. Visioneer's popular scanners are renowned for their quality and
ease-of-use, while Primax's expertise in the manufacture of high quality
scanners is well established in the industry. The newly formed subsidiary of
Primax will operate under the Visioneer name.
"With Primax and Visioneer, you couldn't ask for a better combination," said J.
Larry Smart, president and CEO of Visioneer. "Primax has been producing
Visioneer scanners since the beginning of this year and they are known for their
high quality and low return rates. The financial strength, manufacturing quality
and capacity, and worldwide retail presence of Primax; combined with Visioneer's
top-flight products and strong brand image and Visioneer's marketing, operations
and sales team creates a highly competitive combination. In the end, the
customer should win all around - innovative easy-to-use products, at the best
prices."
Pursuant to the agreement between Primax and Visioneer, the new Primax
subsidiary will purchase all of Visioneer's current hardware assets and related
intellectual property, and the Visioneer brand name for approximately $7
million. The closing of this transaction is expected to occur in January 1999.
All current Visioneer hardware products as well as future imaging products will
be sold under the Visioneer brand name by the new Primax subsidiary. The new
entity will also acquire Visioneer's hardware marketing, sales, operations and
quality assurance teams and plans to continue the development and sale of
Visioneer's current scanner product line as well as future products. Visioneer
and the new entity have also signed a multi-year licensing agreement to bundle
PaperPort software products with its entire line of hardware imaging products.
"The new subsidiary of Primax will be able to continue the tradition of
intelligent scanning and the seamless integration of Visioneer hardware and
PaperPort software," said Murray L. Dennis, vice president of sales and
marketing of Visioneer. "It has licensed PaperPort software, but more important,
it will have the Visioneer team and the knowledge behind Visioneer's
award-winning products. We're fortunate to have in place the uniquely qualified
people who will continue to blend PaperPort's easy to use interface and
Visioneer's revolutionary hardware. No one else in the scanner industry has this
combination of Visioneer resources, experience and talent."
Visioneer hardware will continue to be designed and manufactured according to
the high standards for which the product name is known. The new Primax
subsidiary will encourage further development and attention in the areas of:
* Superior image quality - Bringing to market quality products that
incorporate the latest technology.
* Innovation in hardware design and ease of use - Including patented
PaperDriven and AutoLaunch technologies and the intelligent scanning
capability first introduced with the Visioneer OneTouch product line.
* Seamless and invisible integration of any image into the world's most
popular software applications using the PaperPort software interface.
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"The Visioneer brand name has a reputation for excellence in the scanner
industry," said Raymond Liang, chairman and president at Primax Electronics.
"Our goal is to expand the Visioneer product line to include diverse intelligent
imaging hardware and to continue to be a world-class manufacturer of high
quality products for both personal and business productivity."
The Visioneer division of Primax will be headquartered at Visioneer's current
address in Fremont, California. J. Larry Smart has been appointed president of
the division and Murray L. Dennis will be the vice president of marketing and
sales.
About Primax
Primax, headquartered in Taiwan, specializes in manufacturing and distributing
quality imaging input and output, electronic accessories and home office
equipment and is a leading scanner manufacturer worldwide. It was founded in
1984 and has manufacturing sites in Taiwan and China, Research and Development
operations in Taiwan and China, sales and marketing offices in Japan, Europe, US
and Hong Kong. The company employs over 4,700 people worldwide and is listed on
the Taiwan Stock Exchange. Primax can be reached via the Internet at
www.primax-elec.com.
About Visioneer
Visioneer, headquartered in Fremont, Calif., develops and markets imaging
products that provide a faster and easier way to scan photographs and documents
into computers and put them to work in the most popular applications. The
company's first product shipped in 1994.
PaperPort personal imaging systems have garnered widespread industry acceptance
and endorsements, including two consecutive World Class Awards and two five star
rating reviews from Macworld magazine and PC World Magazine, Editor's Choice
awards from PC Magazine, three MVP awards from PC Computing magazine, Editors'
Choice and two consecutive Product of the Year awards from Imaging Magazine, an
Editors' Pick Award from Home Office Computing, and a silver product design
award from Business Week. Visioneer is located at 34800 Campus Drive, Fremont,
CA 94555. Visioneer can be reached via fax at (510) 608-0305 or via the Internet
at www.visioneer.com. For product information call 1-800-787-7007. For technical
support call 1-888-368-9633.
Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that all forward-looking statements contain risk and
uncertainties including the company's ability to consummate the transaction
referenced above, which is dependent in part on the satisfaction of conditions
outside of the company's control, including regulatory approvals, the continued
operation of the company's business without material adverse changes, the
company's ability to manage its relationships with customers and suppliers
during the period preceding the communication of this transaction; and the
company's ability to orderly transition its hardware assets and liabilities to
the new Primax subsidiary. The company's business and financial results are also
subject to the risks detailed from time to time in the company's SEC reports,
including the report on Form10-K for the year ended December 31, 1997 and Forms
1O-Q for the quarters ended March 31, June 30, and September 30, 1998.
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