<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NUANCE COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 94-3238130
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1005 Hamilton Court
Menlo Park, CA 94025
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- --------------------------------------------------------------------------------
None None
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c), check the following box. [_]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates : 333-96217
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 par value
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
Incorporated by reference to the section entitled "Description of
Capital Stock -- Common Stock" contained in Registrant's Registration
Statement on Form S-1 filed on February 4, 2000 (File No. 333-96217)
(the "S-1 Registration Statement"), as amended by Amendment No. 1 to
the S-1 Registration Statement, filed on March 13, 2000, as further
amended by Amendment No. 2 to the S-1 Registration Statement, filed
on March 27, 2000.
Item 2. Exhibits
--------
The following exhibits are filed as a part of this registration
statement:
3.3* Restated Certificate of Incorporation of Registrant, to be
effective upon the closing of the initial public offering of
Common Stock of the Registrant pursuant to the S-1 Registration
Statement.
3.5* Bylaws of Registrant, to be effective upon the closing of the
initial public offering of Common Stock of the Registrant
pursuant to the S-1 Registration Statement.
4.1+ Form of Registrant's Common Stock certificate.
4.2* Amended and Restated Investors' Rights Agreement, dated as of
October 1, 1999, among the Registrant and the parties named
therein.
______________________
* Incorporated by reference to the Exhibit of the same number to the S-1
Registration Statement of Registrant, File No. 333-96217, filed with the
Securities and Exchange Commission on February 4, 2000
+ Incorporated by reference to the Exhibit of the same number to Amendment
No. 1 to the S-1 Registration Statement of Registrant, File No. 333-
96217, filed with the Securities and Exchange Commission on March 13,
2000
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: April 3, 2000 NUANCE COMMUNICATIONS, INC.
By: /s/ Graham Smith
------------------------------------------
Graham Smith
Vice President and Chief Financial Officer
<PAGE>
FORM 8-A
NUANCE COMMUNICATIONS
INDEX TO EXHIBITS
-----------------
Exhibit No.
- -----------
3.3* Restated Certificate of Incorporation of Registrant, to be
effective upon the closing of the initial public offering of
Common Stock of Registrant pursuant to the S-1 Registration
Statement.
3.5* Bylaws of Registrant, to be effective upon the closing of the
initial public offering of Common Stock of Registrant pursuant
to the S-1 Registration Statement.
4.1+ Form of Registrant's Common Stock certificate.
4.2* Amended and Restated Investors' Rights Agreement, dated as of
October 1, 1999, among the Registrant and parties named
therein.
______________________
* Incorporated by reference to the Exhibit of the same number to the S-1
Registration Statement of Registrant, File No. 333-96217, filed with the
Securities and Exchange Commission on February 4, 2000.
+ Incorporated by reference to the Exhibit of the same number to Amendment
No. 1 to the S-1 Registration Statement of Registrant, File No. 333-
96217, filed with the Securities and Exchange Commission on March 13,
2000.
