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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): January 5, 2001
SPEECHWORKS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-31097 04-3239151
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
695 Atlantic Avenue, Boston, MA 02111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 428-4444
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Item 2. Acquisition or Disposition of Assets.
On January 5, 2001, we completed our previously announced acquisition of all of
the issued and outstanding shares of capital stock of Eloquent Technology, Inc.
("Eloquent"), pursuant to that certain Agreement and Plan of Merger dated as of
December 19, 2000 among us, Eloquent, SpeechWorks Acquisition Sub, Inc.
("SpeechWorks Acquisition Sub"), our wholly-owned subsidiary, and the sole
shareholder of Eloquent. SpeechWorks develops and implements speech recognition
software and solutions. Eloquent was a supplier of speech synthesis or text-to-
speech software and systems.
Eloquent has merged with and into SpeechWorks Acquisition Sub, with SpeechWorks
Acquisition Sub as the surviving corporation, effective as of January 5, 2001.
Each share of Eloquent common stock issued and outstanding immediately prior to
the merger was converted into the right to receive 2998.73 shares of SpeechWorks
common stock. As a result of the acquisition, we issued 299,873 shares of our
common stock, valued at $16 million based on the average closing price of our
common stock over the 30 trading days immediately preceding December 19, 2000.
Additionally, we paid the sole shareholder of Eloquent $5.25 million in cash
from our cash reserves.
Under the terms of the agreement, 20% of the common stock issued and $500,000 of
the $5.25 million in cash will be held in escrow for 12 months to satisfy any
indemnification claims arising out of breaches of the representations and
warranties of the sole shareholder of Eloquent.
The Merger Agreement is incorporated by reference and included as Exhibit 2.1.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
To be filed by amendment within 60 days of the filing hereof pursuant
to Item 7 of Form 8-K.
(b) Pro forma financial information.
To be filed by amendment within 60 days of the filing hereof pursuant
to Item 7 of Form 8-K.
(c) Exhibits.
Exhibit No. Description
Exhibit 2.1 Agreement and Plan of Merger dated as of December 19, 2000
among SpeechWorks International, Inc., Eloquent Technology,
Inc., SpeechWorks Acquisition Sub, Inc. and the sole
shareholder of Eloquent Technology, Inc. (excluding the
schedules and exhibits thereto).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SPEECHWORKS INTERNATIONAL, INC.
Date: January 19, 2001 By: /s/ Stuart R. Patterson
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Name: Stuart R. Patterson
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Merger dated as of
December 19, 2000 among SpeechWorks
International, Inc., Eloquent Technology, Inc.,
SpeechWorks Acquisition Sub, Inc. and the
sole shareholder of Eloquent Technology, Inc.
(excluding the schedules and exhibits thereto).
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