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: March 2, 1999
SCANSOFT, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27038 94-3156479
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
9 Centennial Drive, Peabody, Massachusetts 01960
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(Address of principal executive offices) (Zip Code)
(978) 977-2000
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(Registrant's telephone number,
including area code)
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Item 2. Acquisition or Disposition of Assets
This Current Report on Form 8-K (the "Report") is filed by ScanSoft,
Inc., a Delaware corporation, formerly named Visioneer, Inc. (the "Registrant").
This Report, the proxy statement/prospectus and the documents
incorporated by reference herein contain "forward-looking statements" within the
meaning of section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These statements, which include statements
regarding expected advantages and other effects of the merger described below
relate to expectations concerning matters that are not historical facts. Words
such as "projects," "believes," "anticipates," "plans," "expects," "intends,"
"estimates" and similar words and expressions are intended to identify
forward-looking statements. Important factors that could cause actual results to
differ materially from such expectations ("Cautionary Statements") include:
o a highly competitive environment in the software imaging market;
o difficulties in achieving gross margin and operating expense targets based
on competitive and market factors;
o gauging the rate of product transitions accurately and introducing new
products in the face of rapid technology cycles;
o differentiating products from those of competitors;
o competing successfully in the markets for new products;
o anticipating customer demand accurately and estimating the production
supplies needed to meet such demand; and
o successfully implementing the merger.
These Cautionary Statements are disclosed more fully in the
Registration Statement on Form S-4, Registration No. 333-70603 ("Form S-4")
filed with the United States Securities and Exchange Commission (the
"Commission") on January 14, 1999. All forward-looking statements attributable
to the Registrant are expressly qualified in their entirety by these Cautionary
Statements. For more information about the Registrant refer to the Form S-4. The
Registrant does not undertake any obligation to update any forward-looking
statements.
On March 2, 1999, the Registrant was merged with ScanSoft, Inc.
("ScanSoft"), an indirect, wholly owned subsidiary of Xerox Corporation (the
"Merger"), pursuant to an Agreement and Plan of Merger (the "Agreement") dated
as of December 2, 1998 by and between the Registrant and ScanSoft. Pursuant to
the Agreement, ScanSoft merged with and into the Registrant, formerly named
Visioneer, Inc., with the Registrant continuing as the surviving corporation and
operating under the name "ScanSoft, Inc." The Merger became effective at the
time of the filing of a Certificate of Merger with the Delaware Secretary of
State on March 2, 1999 (the "Effective Time").
At the Effective Time: (i) ScanSoft, Inc. ceased to exist; (ii) each
share of ScanSoft's outstanding capital stock was converted into newly issued
shares of the Registrant's common stock and non-voting convertible Series B
preferred stock; (iii) each share of Visioneer, Inc. common stock was converted
into the right to receive either cash in the amount of $2.06 per share or one
share of the Registrant's common stock, depending on whether an election was
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properly made by the holder of such shares and subject to the proration factor
set forth in the Agreement. Based on the number of stockholders making a cash
election, the cash election component of the Merger was oversubscribed resulting
in a cash proration factor of 0.58055. Pursuant to the terms of the Agreement,
approximately 5,428,740 shares of Visioneer, Inc. common stock were cashed out.
Xerox Corporation provided approximately $10.5 million to convert 5,097,000 of
such shares for the right to receive cash. The remainder of the shares were
converted for the right to receive cash based on funds provided by the
Registrant pursuant to a net book value adjustment as provided for in the
Agreement. The remaining 14,487,736 issued and outstanding shares of Visioneer
common stock (based on the number of shares issued and outstanding as of
December 31, 1998) represent the right to receive an equivalent number of shares
of the Registrant's common stock.
All of ScanSoft's stock options, whether vested or unvested, were
converted into the Registrant's stock options and each option so assumed by the
Registrant constitutes an option to acquire, on the same terms and conditions
(including the same vesting provisions) as were applicable under such option
prior to the Effective Time, that number of whole shares of the Registrant's
common stock equal to the product of the number of shares of ScanSoft common
stock subject to such option multiplied by the implicit exchange ratio of
0.644887 (rounded down to the nearest whole number). Each assumed option has an
exercise price per share equal to the quotient obtained by dividing the exercise
price per share of the ScanSoft common stock subject to such option by 0.644887
(rounded up to the nearest whole cent). Based upon the implicit exchange ratio
and the total outstanding ScanSoft stock options at the Effective Time the
ScanSoft options assumed by Registrant converted into options to purchase
1,738,552 shares of the Registrant's common stock. The Registrant's options
outstanding at the Effective Time remain outstanding in accordance with their
terms. A Registration Statement on Form S-8 with respect to the shares of the
Registrant's common stock underlying the assumed ScanSoft options and rights was
filed with the Commission by the Registrant on March 12, 1999.
In addition, pursuant to the Agreement, Xerox Imaging Systems, Inc., a
wholly owned subsidiary of Xerox Corporation, received a warrant to purchase
approximately 1,836,000 shares of the Registrant's common stock. The warrant
will be exercisable only to the extent that any ScanSoft, Inc.'s stock option to
be assumed by the Registrant in the Merger is later forfeited.
Effective at the close of the Merger, Xerox Corporation, Xerox Imaging
Systems, Inc. ("XIS"), Visioneer and several holders of the Registrant's common
stock entered into a Voting Agreement. They have each agreed to vote to elect
certain nominees to the Registrant's Board of Directors, including up to two
persons designated by the Xerox Corporation and XIS.
The Merger will be accounted for as a purchase and, accordingly, the
acquired assets and liabilities of ScanSoft, Inc. will be recorded at estimated
fair values.
The summary of the provisions of the Agreement set forth above is
qualified by reference to the Agreement, which is incorporated herein by
reference to Annex A to the Form S-4.
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Item 7. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The financial statements required by paragraph (a) of Item 7 of Form
8-K promulgated by the Commission pursuant to the Exchange Act are incorporated
herein by reference from pages 47-53 of the Registrant's Form S-4, as filed with
the Commission on January 14, 1999.
(b) PRO FORMA FINANCIAL INFORMATION
The financial statements required by paragraph (b) of Item 7 of Form
8-K promulgated by the Commission pursuant to the Exchange Act are incorporated
herein by reference from pages F-1 through F-14 of the Registrant's Form S-4, as
filed with the Commission on January 14, 1999.
(c) EXHIBITS
2.1 Agreement and Plan of Merger between ScanSoft, Inc. and
Visioneer, Inc. dated as of December 2, 1998, filed as Exhibit
2.1 to Registrant's Form S-4, as filed with the Commission on
January 14, 1999, and incorporated by reference herein.
2.2 Side Letter between Xerox Corporation and Visioneer, Inc.,
dated December 2, 1998, filed as Exhibit 2.2 to Registrant's
Form S-4, as filed with the Commission on January 14, 1999,
and incorporated by reference herein.
2.3 Side Letter between Xerox Corporation and Visioneer, Inc.,
dated December 2, 1998, filed as Exhibit 2.3 to Registrant's
Form S-4, as filed with the Commission on January 14, 1999,
and incorporated by reference herein.
4.1 Form of Common Stock Certificate, filed as Exhibit 4.1 to
Registrant's Form S-4, as filed with the Commission on January
14, 1999, and incorporated by reference herein.
4.2 Preferred Shares Rights Agreement, dated as of October 23,
1996, between the Registrant and U.S. Stock Transfer
Corporation, including the Certificate of Designation of
Rights, Preferences and Privileges of Series A Participating
Preferred Stock, the form of Rights Certificate and Summary of
Rights attached thereto as Exhibits A, B and C, respectively,
filed as Exhibit 4.1 to the Registrant's Current Report on
Form 8-K, as filed with the Commission on October 30, 1996,
and incorporated by reference herein.
4.3 Common Stock Purchase Warrant, filed as Exhibit 4.3 to the
Registrant's Form S-4, as filed with the Commission on
January 14, 1999, and incorporated by reference herein.
4.4 Registration Rights Agreement, dated December 2, 1998, between
Visioneer, Inc. and certain investors, filed as Exhibit 4.4 to
the Registrant's Form S-4, as filed with the Commission on
January 14, 1999, and incorporated by reference herein.
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4.5 Irrevocable Proxy Voting Agreement, dated December 2, 1998,
between ScanSoft and certain investors, filed as Exhibit 4.5
to the Registrant's Form S-4, as filed with the Commission on
January 14, 1999, and incorporated by reference herein.
4.6 Amendment No. 1 to Preferred Shares Rights Agreement dated as
of December 2, 1998 between the Registrant and U.S. Stock
Transfer Corporation, filed as Exhibit 4.6 to the Registrant's
Form S-4, as filed with the Commission on January 14, 1999,
and incorporated by reference herein.
23.1 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants, with respect to financial statements of ScanSoft,
Inc. and subsidiary.
99.1 Unaudited Pro Forma Condensed Combined Financial Information,
pages 47-53 of the Registrant's Form S-4, as filed with the
Commission on January 14, 1999, and incorporated by reference
herein.
99.2 ScanSoft, Inc. and Subsidiaries Consolidated Financial State-
ments filed as part of the Registrant's Form S-4, as filed
with the Commission on January 14, 1999, and incorporated by
reference herein.
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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.
Dated: March 17, 1999
SCANSOFT, INC.
By /S/ MICHAEL K. TIVNAN
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Michael K. Tivnan
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Description
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2.1 Agreement and Plan of Merger between ScanSoft, Inc. and
Visioneer, Inc. dated as of December 2, 1998, filed as Exhibit
2.1 to Registrant's Form S-4, as filed with the Commission on
January 14, 1999, and incorporated by reference herein.
2.2 Side Letter between Xerox Corporation and Visioneer, Inc., dated
December 2, 1998, filed as Exhibit 2.2 to Registrant's Form S-4,
as filed with the Commission on January 14, 1999, and 2.2
incorporated by reference herein.
2.3 Side Letter between Xerox Corporation and Visioneer, Inc., dated
December 2, 1998, filed as Exhibit 2.3 to Registrant's Form S-4,
as filed with the Commission on January 14, 1999, and
incorporated by reference herein.
4.1 Form of Common Stock Certificate, filed as Exhibit 4.1 to
Registrant's Form S-4, as filed with the Commission on
January 14, 1999, and incorporated by reference herein.
Preferred Shares Rights Agreement, dated as of October 23, 1996,
between the Registrant and U.S. Stock Transfer Corporation,
including the Certificate of Designation of Rights, Preferences
and Privileges of Series A Participating Preferred Stock, the
form of Rights Certificate and Summary of Rights attached
thereto as Exhibits A, B and C, respectively, filed as Exhibit
4.1 to the Registrant's Current Report on Form 8-K, as filed
with the Commission on October 30, 1996, and
4.2 incorporated by reference herein.
4.3 Common Stock Purchase Warrant, filed as Exhibit 4.3 to the
Registrant's Form S-4, as filed with the Commission on January
14, 1999, and incorporated by reference herein.
4.4 Registration Rights Agreement, dated December 2, 1998, between
Visioneer, Inc. and certain investors, filed as Exhibit 4.4 to
the Registrant's Form S-4, as filed with the Commission on
January 14, 1999, and incorporated by reference herein.
4.5 Irrevocable Proxy Voting Agreement, dated December 2, 1998,
between ScanSoft and certain investors, filed as Exhibit 4.5 to
the Registrant's Form S-4, as filed with the Commission on
January 14, 1999, and incorporated by reference herein.
4.6 Amendment No. 1 to Preferred Shares Rights Agreement dated as of
December 2, 1998 between the Registrant and U.S. Stock Transfer
Corporation, filed as Exhibit 4.6 to the Registrant's Form S-4,
as filed with the Commission on January 14, 1999, and
incorporated by reference herein.
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23.1 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants, with respect to financial statements of ScanSoft,
Inc. and subsidiary.
99.1 Unaudited Pro Forma Condensed Combined Financial Information,
pages 47-53 of the Registrant's Form S-4, as filed with the
Commission on January 14, 1999, and incorporated by reference
herein.
99.2 ScanSoft, Inc. and Subsidiaries Consolidated Financial State-
ments filed as part of the Registrant's Form S-4, as filed with
the Commission on January 14, 1999, and incorporated by
reference herein.
Exhibit 23.1
The Board of Directors
ScanSoft, Inc. and subsidiaries:
We consent to the use of our report incorporated herein by reference in
the current report on Form 8-K of ScanSoft, Inc. (formerly Visioneer, Inc.) of
our report dated November 30, 1998, except for Note 11 which is as of December
2, 1998, with respect to the consolidated balance sheets of ScanSoft, Inc. and
subsidiaries as of December 31, 1997 and September 30, 1998, and the related
consolidated statements of operations, changes in stockholder's equity and cash
flows for each of the years in the two-year period ended December 31, 1997 and
for the nine months ended September 30, 1998.
/s/ KPMG PEAT MARWICK LLP
Boston, Massachusetts
March 15, 1999
