SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)1
SCANSOFT, INC.
_________________________________________________________
(Name of Issuer)
Common Stock, par value $.001 per share
_________________________________________________________
(Title of Class of Securities)
80603P-10-7
_________________________________________________________
(CUSIP Number)
Martin S. Wagner
Assistant Secretary
XEROX CORPORATION
800 Long Ridge Road
Stamford, Connecticut 06904
(203) 968-3000
_________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 2000
_________________________________________________________
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 80603P-10-7 Page 2 of 17
___________________________________________________________________________
(1) NAMES OF REPORTING PERSONS Xerox Corporation
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY) 16-0468020
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS WC
___________________________________________________________________________
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION New York
___________________________________________________________________________
(7) SOLE VOTING POWER 0
NUMBER OF SHARES _______________________________________________________
BENEFICIALLY
OWNED BY EACH (8) SHARED VOTING POWER 11,853,602*
REPORTING _______________________________________________________
PERSON WITH
(9) SOLE DISPOSITIVE POWER 0
_______________________________________________________
(10) SHARED DISPOSITIVE POWER 11,853,602
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 11,853,602
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.4%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON CO
___________________________________________________________________________
* Pursuant to the Caere Voting Agreement (as defined in Item 4 below)
between Caere Corporation, a Delaware corporation ("Caere"), and Xerox
Imaging Systems, Inc., a Delaware corporation ("XIS") and a wholly-owned
subsidiary of Xerox Corporation, a New York corporation ("Xerox"), XIS has
irrevocably appointed Caere's Board of Directors as its sole and exclusive
proxy to vote the capital stock of ScanSoft, Inc., a Delaware corporation
("Issuer"), which XIS owns in favor of the Caere Merger (as defined in
Item 4 below), as described in greater detail in Items 4 and 6 below.
CUSIP No. 80603P-10-7 Page 3 of 17
___________________________________________________________________________
(1) NAMES OF REPORTING PERSONS Xerox Imaging Systems, Inc.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY) 94-2206814
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS WC
___________________________________________________________________________
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
___________________________________________________________________________
(7) SOLE VOTING POWER 0
NUMBER OF SHARES _______________________________________________________
BENEFICIALLY
OWNED BY EACH (8) SHARED VOTING POWER 11,853,602*
REPORTING _______________________________________________________
PERSON WITH
(9) SOLE DISPOSITIVE POWER 0
_______________________________________________________
(10) SHARED DISPOSITIVE POWER 11,853,602
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 11,853,602
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.4%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
___________________________________________________________________________
* Pursuant to the Caere Voting Agreement (as defined in Item 4 below)
between Caere and XIS, XIS has irrevocably appointed Caere's Board of
Directors as its sole and exclusive proxy to vote the capital stock of the
Issuer which XIS owns in favor of the Caere Merger (as defined in Item 4
below), as described in greater detail in Items 4 and 6 below.
CUSIP No. 80603P-10-7 Page 4 of 17
Introductory Statement
______________________
This Amendment No. 1 (this "Amendment") to the Statement on Schedule 13D
(the "Statement") relates to the common stock, par value $0.001 per share (the
"Common Stock"), of ScanSoft, Inc., a Delaware corporation (formerly
Visioneer, Inc. "Visioneer") (the "Issuer"). This Amendment amends and
supplements the Statement originally filed with the Securities and Exchange
Commission (the "Commission") by Xerox and XIS (together, the "Reporting
Person") on March 12, 1999.
The information contained herein with respect to persons other than the
Reporting Person has been obtained from public information, including public
filings made under the Securities and Exchange Act of 1934, or has been
provided to the Reporting Person by the relevant parties. The Reporting
Person has not independently verified and assumes no responsibility for the
accuracy or completeness of such information.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 is hereby amended and restated to read in its entirety as
follows:
The Reporting Person acquired the Common Stock reported herein on March
2, 1999 (the "Visioneer Merger Closing Date") in connection with the
consummation of the merger transaction (the "Visioneer Merger") contemplated
by that certain Agreement and Plan of Merger dated as of December 2, 1998 by
and between ScanSoft, Inc., a Delaware corporation ("ScanSoft"), then a
wholly-owned subsidiary of XIS, and the Issuer (the "Visioneer Merger
Agreement"). XIS was the record owner of 100% of the issued and outstanding
shares of ScanSoft common stock and all of the issued and outstanding shares
of ScanSoft Series A preferred stock. Pursuant to the Visioneer Merger
Agreement: (a) ScanSoft merged with and into the Issuer; (b) the Issuer's
corporate name changed from "Visioneer, Inc." to "ScanSoft, Inc."; (c)
5,097,000 shares of Visioneer's common stock were cashed out using
approximately $10.5 million (or $2.06 per share) in cash contributed by the
Reporting Person out of working capital; and (d) XIS was issued 11,853,602
shares of the Issuer's Common Stock. The 11,853,602 shares had represented
45% of the total number of shares of Common Stock outstanding, based on a
total of 26,341,338 outstanding shares of Common Stock, as of the Visioneer
Merger Closing Date, but represents 44.4% of the total number of shares of
Common Stock outstanding, based on a total of 26,595,511 outstanding shares
of the Issuer's Common Stock, as of January 15, 2000. In addition, XIS was
issued a warrant to purchase, based on the current market value of Common
Stock, approximately 316,630 additional shares of Common Stock (the
"Warrant") under certain circumstances, and XIS was issued 3,562,238 shares
of the Issuer's nonvoting Series B Preferred Stock (the "Series B") (or
100% of the total number of shares of Series B outstanding). The Warrant
and Series B are described more fully in Item 6.
Item 4. Purpose of the Transaction.
---------------------------
Item 4 is hereby amended and restated to read in its entirety as
follows:
In connection with the Visioneer Merger, Xerox, XIS, Visioneer and
several holders of shares of Visioneer common stock, entered into a Voting
Agreement, effective as of the Visioneer Merger Closing Date (the
CUSIP No. 80603P-10-7 Page 5 of 17
"Visioneer Merger Voting Agreement"). The Visioneer Merger Voting Agreement
was filed with the Commission as Exhibit 1 to the Statement, and is
incorporated herein by reference. The Visioneer Merger Voting Agreement
requires all of the parties thereto to nominate and elect certain persons
to the Issuer's Board of Directors, including up to two designees of the
Reporting Person. In all other respects, the parties to the Visioneer
Merger Voting Agreement are free to vote in their sole discretion. The
Visioneer Merger Voting Agreement is described more fully in Item 6.
On January 15, 2000, the Issuer, Caere and Scorpion Acquisitions
Corporation, a Delaware corporation and a wholly owned subsidiary of the
Issuer ("Merger Sub"), entered into an Agreement and Plan of Reorganization
(the "Caere Merger Agreement"). The Caere Merger Agreement provides that,
subject to the terms and conditions thereof, (i) Caere will merge with and
into Merger Sub, with Merger Sub continuing as the surviving corporation
(the " Caere Merger"), and all of Caere's capital stock issued and
outstanding immediately prior to the effective time of the Caere Merger
will be converted into the Issuer's Common Stock and the right to receive
cash payment in an amount determined pursuant to the Caere Merger
Agreement.
As a condition to the execution of the Caere Merger Agreement, XIS and
Caere entered into a Parent Voting Agreement made as of January 15, 2000
(the "Caere Voting Agreement"), pursuant to which XIS agreed to, among other
things, vote all of the 11,853,602 shares of Common Stock, the Warrant and
the Series B which XIS owns (the "Caere Voting Agreement Shares"), and
XIS has irrevocably appointed Caere's Board of Directors as its sole and
exclusive proxy to vote, in favor of the issuance of shares of the Issuer's
Common Stock pursuant to the Caere Merger, and an amendment to the Issuer's
Certificate of Incorporation to increase the authorized number of shares of
the Issuer's Common Stock by an amount sufficient to permit the Issuer to
effect the lawful and valid issuance to the Caere stockholders of that
number of shares of the Issuer's Common Stock to be issued to the Caere
stockholders pursuant to the Caere Merger Agreement. The Caere Merger
Voting Agreement is described more fully in Item 6.
Except as set forth above and as described below in Item 6, the
Reporting Person has no plan or proposal of the type described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is hereby amended and restated to read in its entirety as
follows:
(a) XIS owns of record 11,853,602 shares of Common Stock which
represents 44.4% of the outstanding shares of the Issuer's Common Stock,
based on a total of 26,595,511 shares of Common Stock outstanding as of
January 15, 2000. XIS received stock options covering 20,000 shares of
Common Stock.
(b) Xerox and XIS share voting and investment power with respect to
the 11,853,602 shares of Common Stock. In addition, pursuant to the Caere
Voting Agreement, XIS agreed to, among other things, vote all of the
11,853,602 shares of Common Stock and the other Caere Voting Agreement
Shares, and XIS has irrevocably appointed Caere's Board of Directors as its
sole and exclusive proxy to vote, in favor of the issuance of shares of the
Issuer's Common Stock pursuant to the Caere Merger, and an amendment to the
Issuer's Certificate of Incorporation to increase the authorized number of
shares of the Issuer's Common Stock by an amount sufficient to permit the
CUSIP No. 80603P-10-7 Page 6 of 17
Issuer to effect the lawful and valid issuance to the Caere stockholders
of that number of shares of the Issuer's Common Stock to be issued to the
Caere stockholders pursuant to the Caere Merger Agreement. The Caere Merger
Voting Agreement is described more fully in Items 4 and 6.
(c) Neither Xerox nor XIS has effected any transaction in shares of
Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
The applicable information concerning the directors and executive
officers of each of Xerox and XIS is set forth on Schedule I attached
hereto, which is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
___________________________________________________________________
Item 6 is hereby amended and restated to read in its entirety as
follows:
Except as set forth below in this Item 6, there is no contract,
arrangement, understanding or relationship (legal or otherwise) among the
persons named above in Item 2 or between any such person and any other
person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees or
profits, division of profits or loss, or the giving or withholding of
proxies:
VISIONEER VOTING AGREEMENT. Xerox, XIS, Visioneer and several holders
of Visioneer common stock entered into the Visioneer Voting Agreement
effective at the close of the Visioneer Merger. They have each agreed to
vote to elect certain nominees to the Issuer's Board of Directors, including
up to two persons designated by the Reporting Person. In accordance with
the Visioneer Voting Agreement, the Issuer's Board of Directors has been
increased to seven persons. Two designees of the Reporting Person, as well
as the Chief Executive Officer of the Issuer, have been elected to the board.
Currently, one of the Reporting Person's designees, Paul A. Ricci, is
Chairman of the Issuer's Board.
At each annual meeting of stockholders of the Issuer during the term
of the Visioneer Voting Agreement, or at any special meeting of stockholders
at which board members are to be elected, the parties to the Visioneer
Voting Agreement will vote their shares so as to elect the following
directors:
(a) so long as the Reporting Person owns at least 20% of the
Issuer's outstanding voting stock: two persons designated by the
Reporting Person, two individuals designated by the four members of
the Issuer's board of directors who were not nominated by the
Reporting Person and who are not the Issuer's Chief Executive
Officer, the Issuer's then current Chief Executive Officer, and two
independent members with relevant industry experience who are to be
designated by at least four out of the five directors who are not
considered to be independent directors; or
(b) so long as the Reporting Person owns at least 10% of the
Issuer's outstanding voting stock: one person designated by the
CUSIP No. 80603P-10-7 Page 7 of 17
Reporting Person, two individuals designated by the five members of
the board who were not nominated by the Reporting Person and who are
not Issuer's Chief Executive Officer, Issuer's then current Chief
Executive Officer, and three independent members with relevant
industry experience who are designated by at least three out of the
four directors who are not considered to be independent directors.
The Visioneer Voting Agreement will terminate upon the earliest to
occur of (1) the sale of all or substantially all of the Issuer's property
or business or its merger into or consolidation with any other corporation
or if the Issuer effects any other transaction(s) in which more than 50% of
its voting power is disposed of; (2) such time as the Reporting Person owns
less than 10% of Issuer's outstanding voting stock; or (3) such time as the
non-Reporting Person parties to the voting agreement own, in the aggregate,
less than 7% of the Issuer's outstanding voting stock; provided, however,
that if such time occurs prior to the second anniversary of the Visioneer
Merger Closing Date the Reporting Person holds at such time shares of the
Issuer's Series B Preferred Stock, the Visioneer Voting Agreement will not
terminate until the earlier of (x) the second anniversary of the Visioneer
Merger Closing Date and (y) the date on which the Reporting Person
(together with its affiliates) no longer holds any shares of the Issuer's
Preferred Stock. The foregoing summary of the Visioneer Voting Agreement
is qualified in its entirety by reference to the copy of the Visioneer
Voting Agreement which is attached as Exhibit 1 to the Statement filed
with the Commission on March 12, 1999 by the Reporting Person and is
incorporated herein by reference.
CAERE VOTING AGREEMENT. As a condition to the execution of the Caere
Merger Agreement, XIS and Caere entered into the Caere Voting Agreement,
pursuant to which XIS agreed to, among other things, vote all of the
Caere Voting Agreement Shares, and XIS has irrevocably appointed Caere's
Board of Directors as its sole and exclusive proxy to vote, in favor of
the issuance of shares of the Issuer's Common Stock pursuant to the
Caere Merger, and an amendment to the Issuer's Certificate of
Incorporation to increase the authorized number of shares of the Issuer's
Common Stock by an amount sufficient to permit the Issuer to effect the
lawful and valid issuance to the Caere stockholders of that number of
shares of the Issuer's Common Stock to be issued to the Caere stockholders
pursuant to the Caere Merger Agreement.
The foregoing summary of the Caere Voting Agreement is qualified in
its entirety by reference to the copy of the Caere Voting Agreement which
is attached as Exhibit 1(b) to this Amendment.
THE SERIES B. In connection with the Visioneer Merger, XIS was
issued 3,562,238 shares of Series. The shares of Series B are
convertible into shares of Common Stock on a share for share basis at the
option of the Reporting Person at any time after the second anniversary of
the Visioneer Merger Closing Date; provided, however, that the Series B
shares become convertible immediately if the Reporting Person's ownership
of outstanding shares of the Issuer's Common Stock is less than 30%,
unless such conversion would result in the Reporting Person owning more
than 50% of the outstanding shares of the Issuer's Common Stock. The
Series B is entitled to noncumulative dividends at the rate of $0.065 per
annum only if and to the extent declared by the Issuer's Board of
Directors. The Series B has a liquidation preference of $1.30 per share
plus all declared but unpaid dividends.
The Series B does not have any voting rights, except for such rights
as are provided under Delaware law. The foregoing summary of certain
aspects of the Series B PrStock is qualified in its entirety to the copy
CUSIP No. 80603P-10-7 Page 8 of 17
of the Amended and Restated Certificate of Incorporation attached as
Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the
Commission on March 17, 1999 and incorporated herein by reference.
WARRANT. At the Visioneer Merger Closing Date, the Issuer issued to
XIS the Warrant. The Warrant is has a term of ten years and allows XIS to
acquire a number of shares of Common Stock equal to the number of options
to purchase Common Stock (whether vested or unvested) that remain
unexercised at the termination of any ScanSoft option assumed by the Issuer
in the Visioneer Merger. The exercise price for each warrant share is the
same as the exercise price of each assumed ScanSoft option, as adjusted by
the exchange ratio in the Visioneer Merger. If all of the assumed ScanSoft
options terminate without being exercised, XIS would be entitled to
purchase, as of January 15, 2000, approximately 316,630 additional shares
of the Issuer's Common Stock.
The Warrant is exercisable at any time that shares are available for
acquisition under the Warrant; provided, however, the XIS may not exercise
the Warrant prior to two years from the date of its initial issuance,
unless, immediately after such exercise, XIS owns directly or indirectly a
number of outstanding shares of the Issuer's Common Stock that represents
less than 45% of the total number of shares of Issuer's Common Stock
outstanding immediately after such exercise. The foregoing summary of the
Warrant is qualified in its entirety by reference to the copy of the
Warrant which is attached as Annex A to the Issuer's Registration Statement
on Form S-4 and is incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENT. Xerox, XIS and Visioneer entered into
a Registration Rights Agreement (the "Registration Rights Agreement"),
effective as of the Visioneer Merger Closing Date, in connection with the
consummation of the Visioneer Merger. Pursuant to the Registration Rights
Agreement, the Reporting Person may demand registration under the
Securities Act of 1933 of some or all of the shares of Common Stock owned
by the Reporting Person (including upon conversion of the Series B or
pursuant to the exercise of the Warrant). Each such registration will be
at the Issuer's expense. The Issuer may postpone such a demand under
certain circumstances. In addition, the Reporting Person may request the
Issuer to include shares of Common Stock held by the Reporting Person in
any registration proposed by the Issuer of such Common Stock. The
foregoing summary of the Registration Rights Agreement is qualified in
its entirety by reference to the copy of the Registration Rights
Agreement attached as Annex A to Issuer's Registration Statement on Form
S-4 and incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
_________________________________
Exhibit 1(a)- Voting Agreement, dated March 2, 1999, between Xerox, XIS,
Visioneer and the Investors (incorporated by reference to
Exhibit 1 to Schedule 13D filed with the Commission on
March 12, 1999 by Xerox and XIS in respect of the Issuer's
Common Stock).
Exhibit 1(b)- Form of the Parent Voting Agreement, made as of January 15,
2000, between Caere and XIS.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
CUSIP No. 80603P-10-7 Page 9 of 17
Dated as of February 3, 2000.
XEROX CORPORATION
/s/ MARTIN S. WAGNER
-------------------------------
By: Martin S. Wagner
Assistant Secretary
SCHEDULE I
ITEM 2. IDENTITY AND BACKGROUND
Set forth below is the name of each director of Xerox, the present
principal occupation of such director and the business address of such
director. Unless otherwise noted, the address below is that of the
organization in which each director's present principal occupation is
conducted, which is also the business address of such director.
PRESENT
DIRECTOR'S NAME PRINCIPAL OCCUPATION ADDRESS
- --------------- ------------------------ -------
Paul A. Allaire Chairman of the Board Xerox Corporation
and Chairman of the 800 Long Ridge Road
Executive Committee P.O. Box 1600
Stamford, CT 06904-1600
William F. Buehler Vice Chairman and Xerox Corporation
President, Industry 800 Long Ridge Road
Solutions Operations P.O. Box 1600
B.R. Inman Investor Suite 500
701 Brazos Street
Austin, TX 78701
(mailing address)
Antonia Ax:son Chairman Axel Johnson Group
Johnson P.O. Box 26008 - Villagatan 6
Stockholm S-100 41, Sweden
Vernon E. Senior Counsel Akin, Gump, Strauss, Hauer &
Jordan, Jr. Feld, L.L.P.
1333 New Hampshire Ave, N.W.
Suite 400
Washington, D.C. 20036
Senior Managing Director Lazard Freres & Co., LLC
30 Rockefeller Center
New York, NY 10020
Yotaro Kobayashi Chairman of the Board Fuji Xerox Co., Ltd.
2-17-22 Akasaka, Minato-ku
Tokyo 107, Japan
Hilmar Kopper Chairman of the Deutsche Bank AG
Supervisory Board Taunusanlage 12
Frankfurt 60262, Germany
Ralph S. Larsen Chairman and Chief Johnson & Johnson
Executive Officer One Johnson & Johnson Plaza
New Brunswick, NJ 08933
CUSIP No. 80603P-10-7 Page 10 of 17
George J. Mitchell Special Counsel Verner, Liipfert, Bernhard,
McPherson and Hand, Chartered
901 15th Street, N.W.,
Suite 700
Washington, D.C. 20005
N.J. Nicholas, Jr. Investor Suite 19F, 45 W. 67th Street
New York, NY 10023
(mailing address)
John E. Pepper Chairman of the Board The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, OH 45202
Barry D. Romeril Vice Chairman and Xerox Corporation
Chief Financial Officer 800 Long Ridge Road
P.O. Box 1600
Patricia F. Russo Executive Vice President, Lucent Technologies Inc.
Business Development 283 King George Road,
Corporate Operations Room C4C01
Murray Hill, NJ 07974
Martha R. Seger Financial economist and Martha R. Seger Financial
Former Governor, Federal Group, Inc.
Reserve System; currently 220 Park Avenue
Distinguished Visiting Birmingham, MI 48009
Professor of Finance, (mailing address)
Northern Arizona
University
Thomas C. Theobald Managing Director, William Blair Capital Partners,
L.L.C.
Suite 1300
222 West Adams Street
Chicago, IL 60606-5312
(mailing address)
G. Richard Thoman President and Chief Xerox Corporation
Executive Officer 800 Long Ridge Road
P.O. Box 1600
Stamford, CT 06904-1600
Each of the directors named above (other than Antonia Ax:son Johnson,
Yotaro Kobayashi and Hilmar Kopper) is a United States citizen. Antonia
Ax:son Johnson is a citizen of Sweden, Yotaro Kobayashi a citizen of Japan,
and Hilmar Kopper a citizen of Germany.
Set forth below is the name and title of each executive officer of Xerox:
OFFICER'S NAME TITLE
- -------------- -----
G. Richard Thoman President and Chief Executive Officer
Paul A. Allaire Chairman of the Board and
Chairman of the Executive Committee
William F. Buehler Vice Chairman and
President, Industry Solutions Operations
Barry D. Romeril Vice Chairman and Chief Financial Officer
Pierre Danon Senior Vice President and
President, European Solutions Group
Thomas J. Dolan Senior Vice President and
President, Document Solutions Group
CUSIP No. 80603P-10-7 Page 11 of 17
Allan E. Dugan Senior Vice President
President, Worldwide Business Services Group
James A. Firestone Senior Vice President and
President, Channels Group
Anshoo S. Gupta Senior Vice President and
President, Production Systems Group
Patrick J. Martin Senior Vice President and
President, North America Solutions Group
Alan R. Monahan Senior Vice President, Corporate Strategic Services
Hector J. Motroni Senior Vice President and Chief Staff Officer
Anne M. Mulcahy Senior Vice President, General Markets Operations
Carlos Pascual Senior Vice President and
President, Developing Markets Operations
Michael Miron Senior Vice President, Internet Business Group
Mark B. Myers Senior Vice President, Xerox Research and Technology
Brian E. Stern Senior Vice President and
President, Technology Enterprises
Richard S. Paul Senior Vice President and General Counsel
Eunice M. Filter Vice President, Treasurer and Secretary
Phillip D. Fishbach Vice President and Controller
Rafik Loutfy Vice President, Corporate Business Strategy
The organization in which the present principal occupation of each of
the executive officers named above is conducted is Xerox, P.O. Box 1600,
800 Long Ridge Road, Stamford, Connecticut 06904-1600. Each of the
officers named above (other than Barry D. Romeril, Carlos Pascual and
Rafik Loutfy) is a United States citizen. Barry D. Romeril is a citizen
of Great Britain, Carlos Pascual is a citizen of Spain and Rafik Loutfy is
a citizen of Canada.
Set forth below is the name of the sole director and executive officer
of XIS, his present principal occupation and business address.
PRESENT NAME OF
DIRECTOR AND
EXECUTIVE OFFICER PRINCIPAL OCCUPATION ADDRESS
- --------------- ------------------------ -------
Paul Ricci Chairman and President Xerox Imaging Systems, Inc.
c/o Xerox Corporation
800 Long Ridge Road
P.O. Box 1600
Stamford, CT 06904-1600
Paul Ricci is a United States citizen.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(c) Paul Ricci owns 120,000 shares of Common Stock.
Based on the Reporting Person's information and belief, none of the
other directors and executive officers named in Item 2 of this Schedule I
(i) beneficially owns any shares of Common Stock, (ii) has either sole or
shared power to vote or to direct the vote or to dispose or direct the
disposition of any shares of Common Stock, or (iii) has effected any
transaction in shares of Common Stock during the past 60 days.
The foregoing responses are based upon the Reporting Person's
information and belief and are subject to change pending its receipt of
questionnaires from the other directors and executive officers named in
Item 2 of this Schedule I indicating a different response. Upon receipt
of such questionnaires indicating a different response, the Reporting
Person will promptly file a further amendment to the Statement.
CUSIP No. 80603P-10-7 Page 12 of 17
(d) Not applicable.
(e) Not applicable.
Exhibit 1(b)
PARENT VOTING AGREEMENT
This Parent Voting Agreement ("Agreement") is made and entered into as
of January 15, 2000, between Caere Corporation, a Delaware corporation (the
"Company"), and the undersigned stockholder ("Stockholder") of ScanSoft,
Inc., a Delaware corporation ("Parent").
RECITALS
A. Concurrently with the execution of this Agreement, Parent, the
Company and Scorpion Acquisitions Corporation, a Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), are entering into an
Agreement and Plan of Reorganization attached hereto and made a part hereof
(the "Merger Agreement") which provides for the merger (the "Merger") of
Merger Sub and the Company. Pursuant to the Merger, all of the issued and
outstanding shares of capital stock of the Company will be converted at the
Effective Time (as defined in the Merger Agreement) into shares of Common
Stock of Parent and the right to receive cash on the basis described in the
Merger Agreement.
B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) of the number of
outstanding shares of capital stock of the Company indicated on Annex I to
this Agreement.
C. As a material inducement to enter into the Merger Agreement, Parent
and the Company desire the Stockholder to agree, and in consideration of
good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the Stockholder is willing to agree, to vote the Shares
and New Shares (as defined below) so as to facilitate consummation of the
Merger.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
CUSIP No. 80603P-10-7 Page 13 of 17
1. AGREEMENT TO VOTE SHARES; ADDITIONAL PURCHASES; TRANSFERS AND
ENCUMBRANCE.
1.1 AGREEMENT TO VOTE SHARES. During the term of this
Agreement, at every meeting of the stockholders of Parent called with
respect to any of the following, and at every adjournment thereof, and on
every action or approval by written consent of the stockholders of Parent
with respect to any of the following, Stockholder shall cause the Shares and
any New Shares (as defined below) to be voted in favor of the issuance of
shares of Parent Common Stock pursuant to the Merger, and an amendment to
Parent's Certificate of Incorporation to increase the authorized number of
shares of Parent Common Stock by an amount sufficient to permit Parent to
effect the lawful and valid issuance to the stockholders of the Company of
that number of shares of Parent Common Stock to be issued to the
stockholders of the Company pursuant to the Merger Agreement.
1.2 DEFINITION. For purposes of this Agreement, "Shares" shall
mean all issued and outstanding shares of capital stock of Parent for which
Stockholder is the beneficial owner or over which Stockholder has voting
control, including any securities convertible into, or exercisable or
exchangeable for shares of Parent's capital stock, all as set forth on Annex
I attached hereto.
1.3 ADDITIONAL PURCHASES. Stockholder agrees that any shares of
capital stock of Parent that Stockholder purchases or with respect to which
Stockholder otherwise acquires beneficial ownership or voting control after
the execution of this Agreement and prior to the date of termination of this
Agreement ("New Shares") shall be subject to the terms and conditions of
this Agreement to the same extent as if they constituted Shares.
1.4 TRANSFER AND ENCUMBRANCE. Without the prior written consent
of the Company, Stockholder agrees not to transfer, sell, exchange, pledge,
gift, or otherwise dispose of or encumber (collectively, "Transfer") any of
the Shares or any New Shares or to make any offer or agreement relating
thereto. Stockholder acknowledges that the intent of the foregoing sentence
is to ensure that the Company retains the right under the Proxy (as defined
in Section 2 hereof) to vote the Shares and any New Shares in accordance
with the terms of the Proxy.
2. IRREVOCABLE PROXY. Concurrently with the execution of this
Agreement, Stockholder agrees to deliver to the Company a proxy in the form
attached hereto as Exhibit A (the "Proxy") with respect to the Shares and
New Shares, which, subject to Section 6 hereof, shall be irrevocable to the
fullest extent permitted by applicable law.
3. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.
(i) Stockholder is the beneficial owner of the Shares free and
clear of any liens, claims, options, charges or other encumbrances.
(ii) Stockholder does not beneficially own any securities of
Parent other than the shares of Common Stock of Parent and options and
warrants to purchase shares of Common Stock of Parent indicated on Annex I
to this Agreement.
(iii) Except as set forth in the Voting Agreement dated as of
March 2, 1999, by and among Parent, Xerox Corporation, and certain of the
stockholders of Parent, Stockholder (A) has full authority to vote and
direct the voting of the Shares; (B) does not beneficially own any
securities of Parent other than the Shares indicated on the final page of
this Agreement; and (C) has full power and authority to make, enter into and
carry out the terms of this Agreement and the Proxy.
4. ADDITIONAL DOCUMENTS; STOCKHOLDER AGREEMENT. Stockholder hereby
covenants and agrees to execute and deliver any additional documents
necessary or desirable, in the reasonable opinion of the Company, to carry
out the intent of this Agreement.
5. CONSENT AND WAIVER. During the term of this Agreement, Stockholder
shall give any consents or waivers that are reasonably required for the
consummation of the Merger pursuant to the Merger Agreement under the terms
of any agreements to which Stockholder is a party or pursuant to any rights
Stockholder may have.
CUSIP No. 80603P-10-7 Page 14 of 17
6. TERMINATION. This Agreement and the Proxy shall terminate and
shall have no further force or effect as of the earlier to occur of (i) such
date and time as the Merger shall become effective in accordance with the
terms and provisions of the Merger Agreement, (ii) such date and time as the
Merger Agreement shall have been terminated in accordance with its terms, or
(iii) the amendment, extension or waiver of any of the material provisions
of the Merger Agreement unless Stockholder has given its prior written
consent to same.
7. MISCELLANEOUS.
7.1 SEVERABILITY. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
7.2 BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns and any
person or entity to which legal or beneficial ownership of such Shares or
New Shares shall pass whether by operation of law or otherwise, but, except
as otherwise specifically provided herein, neither this Agreement nor any of
the rights, interests or obligations of the parties hereto may be assigned
by either of the parties without prior written consent of the other.
7.3 AMENDMENTS AND MODIFICATION. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
7.4 SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto
acknowledge that the Company will be irreparably harmed and that there will
be no adequate remedy at law for a violation of any of the covenants or
agreements of Stockholder set forth herein. Therefore, it is agreed that,
in addition to any other remedies that may be available to the Company upon
any such violation, the Company shall have the right to enforce such
covenants and agreements by specific performance, injunctive relief or by
any other means available to the Company at law or in equity.
7.5 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person or sent by overnight courier by a reputable carrier (prepaid) to the
respective parties as follows:
If to the Company: Caere Corporation
100 Cooper Court
Los Gatos, CA 95030
Attn: President and Chief Executive Officer
With a copy to: Cooley Godward LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
Attention: Keith Flaum, Esq.
If to the Stockholder: To the address for notice set forth on the
signature page hereof.
With a copy to: Xerox Corporation
P.O. Box 1600
800 Long Ridge Road
CUSIP No. 80603P-10-7 Page 15 of 17
Stamford, Connecticut 06904
Attention: Senior Vice President and General
Counsel
or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall only be effective upon receipt.
7.6 GOVERNING LAw. This Agreement shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of Delaware
(without regard to any principles of conflict of laws thereof which would
require a different choice of law).
7.7 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties
with respect to such subject matter.
7.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
7.9 EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Parent Voting
Agreement to be duly executed on the date and year first above written.
COMPANY
By: ____________________________
Name: __________________________
Title: _________________________
STOCKHOLDER:
By: _____________________________
Name: ___________________________
Title: __________________________
Stockholder's Address for Notice:
P. O. Box 1600
800 Long Ridge Road
Stamford, Connecticut 06904
[SIGNATURE PAGE TO PARENT VOTING AGREEMENT]
ANNEX I
Stockholder beneficially owns and has voting control over the following
capital stock of Parent:
Common Stock
1. 11,853,602 shares of Common Stock of Parent.
Options, Warrants and Other Convertible Securities
1. 0 shares of capital stock issuable upon exercise of Stock
Options.
CUSIP No. 80603P-10-7 Page 16 of 17
2. 316,630 shares of Common Stock issuable upon exercise of
Warrants (as of January 14, 2000).
3. 3,562,238 shares of Series B Preferred Stock issuable upon
exercise or conversion of other outstanding securities of Parent.
EXHIBIT A
IRREVOCABLE PROXY
The undersigned Stockholder of ScanSoft, Inc., a Delaware corporation
(the "PARENT"), hereby irrevocably appoints the directors on the Board of
Directors of Caere Corporation, a Delaware corporation (the "COMPANY"), and
each of them, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to the full
extent of the undersigned's rights with respect to the voting of the Shares
and New Shares (as each such term is defined in the Parent Voting Agreement
of even date between Parent and the Stockholder (the "VOTING AGREEMENT")) on
the matters described below (and on no other matter), until such time as the
Voting Agreement shall be terminated in accordance with its terms. Upon the
execution hereof, all prior proxies given by the undersigned with respect to
the Shares and any and all other shares or securities issued or issuable in
respect thereof on or after the date hereof are hereby revoked and no
subsequent proxies will be given.
This proxy is irrevocable (to the fullest extent permitted by law and
subject to the termination of the Proxy as set forth in Section 6 of the
Voting Agreement), is granted pursuant to the Voting Agreement, is granted
in consideration of the Company entering into the Merger Agreement (as
defined in the Voting Agreement) and is coupled with an interest. The
attorneys and proxies named above will be empowered at any time prior to the
termination of this proxy pursuant to Section 6 of the Voting Agreement to
exercise all voting rights (including, without limitation, the power to
execute and deliver written consents with respect to the Shares and the New
Shares) of the undersigned at every annual, special or adjourned meeting of
Parent's stockholders, and in every written consent in lieu of such a
meeting, or otherwise, to vote the Shares and the New Shares in favor of the
issuance of shares of Parent Common Stock pursuant to the Merger (as defined
in the Voting Agreement), and an amendment to Parent's Certificate of
Incorporation to increase the authorized number of shares of Parent Common
Stock by an amount sufficient to permit Parent to effect the lawful and
valid issuance to the stockholders of the Company of the number of shares of
Parent Common Stock to be issued to the stockholders of the Company pursuant
to the Merger Agreement (collectively, the "SPECIFIED MATTERS").
The attorneys and proxies named above may only exercise this proxy to
vote the Shares and any New Shares subject hereto at any time prior to the
termination of this proxy pursuant to Section 6 of the Voting Agreement, at
every annual, special or adjourned meeting of the stockholders of Parent and
in every written consent in lieu of such meeting. The undersigned
Stockholder may vote the Shares and New Shares on all matters other than the
Specified Matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable and coupled with an interest.
CUSIP No. 80603P-10-7 Page 17 of 17
Dated: January 15, 2000
Signature of Stockholder: _____________________
Print Name of Stockholder: ____________________
***PROXY***
