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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 8, 2000
CAERE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-18090 94-2250509
(Commission File No.) (IRS Employer Identification No.)
100 COOPER COURT, LOS GATOS, CALIFORNIA 95032
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 395-7000
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ITEM 5. OTHER EVENTS.
As previously reported in a current report on Form 8-K filed by Caere
Corporation ("Caere") with the Securities and Exchange Commission on February 3,
2000, on January 15, 2000, Caere entered into an Agreement and Plan of
Reorganization (the "Reorganization Agreement") with ScanSoft, Inc. ("ScanSoft")
and Scorpion Acquisitions Corporation, a wholly owned subsidiary of ScanSoft
("Merger Sub"), pursuant to which Caere will merge, upon the terms and subject
to the conditions set forth in the Reorganization Agreement, with and into
Merger Sub and become a wholly owned subsidiary of ScanSoft (the "Merger"). On
March 8, 2000, the Caere board of directors met and resolved that it was in the
best interests of Caere and its stockholders to extend the exercise period for
previously granted options to purchase Caere Common Stock of certain of Caere's
officers, and to extend the coverage period of certain benefit plans for certain
of such officers, in consideration for the services they have provided in
facilitating the Merger and in order to ensure that they continue to provide
services to ScanSoft and its affiliates and continue to assist in facilitating
the orderly transition of the businesses of Caere to ScanSoft or one of its
affiliates following the closing of the Merger. It is anticipated that Blanche
Sutter, Caere's Executive Vice President and Chief Financial Officer, and Wayne
Rosing, Caere's Chief Technical Officer, will enter into employment agreements
with ScanSoft or one of its affiliates following the closing of the Merger.
As a result of the action taken by the Caere board of directors, the
incentive stock options held by Ms. Sutter and Mr. Rosing were amended to
provide that if such stock options were not exercised within three months of the
termination of employment of Ms. Sutter or Mr. Rosing, as the case may be, with
Scansoft or an affiliate of Scansoft (including Caere), then such stock options
would automatically be converted into nonstatutory stock options that may be
exercised at any time up to September 13, 2001. In addition, all of the
nonstatutory stock options held by Ms. Sutter and Mr. Rosing were amended to
provide that the exercise period of such stock options would be extended until
September 13, 2001.
The Caere board of directors also resolved to amend Caere's Severance
Policy for Executive Officers in Case of Involuntary Termination (the "Severance
Policy") and Caere's Executive Officers' Change-of-Control Severance Plan (the
"Severance Plan") in order to extend the coverage period for certain benefits
provided under the Severance Policy and the Severance Plan to Ms. Sutter and Mr.
Rosing. As a result of the action taken by the Caere board of directors, the
Severance Policy and the Severance Plan were amended to provide that, should Ms.
Sutter and Mr. Rosing accept employment with ScanSoft or an affiliate of
ScanSoft (including Caere) on or after the effective date of the Merger, then
(i) Mr. Rosing or Ms. Sutter, as the case may be, will be deemed to have
terminated his or her respective employment with Caere for "Good Reason," as
that term is defined for purposes of the Severance Policy and the Severance
Plan, on the effective date of the Merger, notwithstanding that Mr. Rosing or
Ms. Sutter, as the case may be, thereafter commences or continues employment
with ScanSoft or an affiliate of ScanSoft (including Caere), and (ii) Mr. Rosing
and Ms. Sutter will be entitled to receive all of the benefits (including the
continuation of health insurance for up to eighteen months) to which they are
entitled under the Severance Policy or Severance Plan when their respective
services to ScanSoft or any of its affiliates are terminated.
2.
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The Caere board of directors further determined that it was in the best
interest of Caere to extend the stock option exercise periods for Dan Borozan,
Caere's Vice President of Operations, and Robert Cortale, Caere's Vice President
of Sales and Service, in consideration of their provision of services to Caere
and ScanSoft in connection with the Merger and their agreement to assist in
facilitating the orderly transition of the businesses of Caere to ScanSoft or
one of its affiliates. As a result of the action taken by the Caere board of
directors, all incentive stock options held by Mr. Borozan and Mr. Cortale were
amended to provide that if such stock options are not exercised within three
months of the termination of the employment with Caere of Mr. Borozan or Mr.
Cortale, as the case may be, then such stock options would automatically be
converted into nonstatutory stock options that may be exercised at any time up
to September 13, 2001. In addition, all of the nonstatutory stock options held
by Mr. Borozan and Mr. Cortale were amended to provide that the exercise period
of such stock options would be extended until September 13, 2001.
3.
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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, thereunto duly authorized.
CAERE CORPORATION
Dated: March 9, 2000 By: /s/ BLANCHE M. SUTTER
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Blanche M. Sutter
Executive Vice President and
Chief Financial Officer
4.
