-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HTLBUcSO0h+582RZO7xWEzhblSxGOj2325TS8coPUVyH6EElvRCOYfRcQxiLP5sm veqktLkYQpnJXW8XsqZCfQ== 0000891618-98-005249.txt : 19981209 0000891618-98-005249.hdr.sgml : 19981209 ACCESSION NUMBER: 0000891618-98-005249 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981203 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISIONEER INC CENTRAL INDEX KEY: 0001002517 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 943156479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27038 FILM NUMBER: 98765802 BUSINESS ADDRESS: STREET 1: 34800 COMPUS DRIVE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 4158126400 MAIL ADDRESS: STREET 1: 2560 W BAYSHORE RD CITY: PALO ALTO STATE: CA ZIP: 94303 8-K 1 FORM 8-K DATED DECEMBER 3, 1998 1 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): December 3, 1998 VISIONEER, INC. (Exact name of registrant as specified in its charter) 0-27038 (Commission File Number) Delaware 94-3156479 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
34800 Campus Drive, Fremont, CA 94555 (Address of principal executive offices, with zip code) (510) 608-0300 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On December 3, 1998, Visioneer, Inc. (the "Company") issued two press releases, announcing that the Company has agreed to acquire ScanSoft, Inc., an indirect wholly owned subsidiary of Xerox, Inc. and that the Company has also agreed to sell its hardware business to a newly formed subsidiary of Primax Electronics Ltd. Under the Company's agreement with ScanSoft, the combined company will operate as a public corporation under the ScanSoft name. Pursuant to the terms of the agreement with ScanSoft, Visioneer will acquire Xerox's ScanSoft subsidiary for approximately 6.9 million shares of common stock, approximately 3.8 million shares of non-voting convertible preferred stock and the assumption of 1.8 million ScanSoft stock options. In addition, approximately 5.1 million outstanding Visioneer shares will be cashed out by Visioneer at $2.06 per share with consideration from Xerox, and those shares will then be owned by Xerox. Xerox will own 45% of the outstanding stock of ScanSoft after the merger, with Visioneer's current stockholders owning the remaining 55%. The ScanSoft transaction is scheduled to be completed in the first quarter of 1999. Under the Company's agreement with Primax, the newly formed Primax subsidiary will operate under the Visioneer name. Pursuant to the agreement, the Primax subsidiary will purchase all of Visioneer's current hardware assets and related intellectual property, and the Visioneer brand name for approximately $7 million. The closing of this transaction is expected to occur in January 1999. Visioneer and the new entity have also signed a multi-year licensing agreement to bundle PaperPort software products with its entire line of hardware imaging products. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 20.1 Press Release entitled Visioneer Forms New Companies with Xerox and Primax, dated December 3, 1998 20.2 Press Release entitled Visioneer and Primax Partner to Form Worldwide Scanner and Imaging Hardware Company, dated December 3, 1998
-2- 3 SIGNATURES 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. Visioneer, Inc. Date: December 8, 1998 By: /s/ Richard M. Brenner ---------------------------- Richard M. Brenner Chief Financial Officer -3- 4 INDEX TO EXHIBITS
Exhibit Number Description - ------- ----------- 20.1 Press Release entitled Visioneer Forms New Companies with Xerox and Primax, dated December 3, 1998 20.2 Press Release entitled Visioneer and Primax Partner to Form Worldwide Scanner and Imaging Hardware Company, dated December 3, 1998
EX-20.1 2 PRESS RELEASE-VISIONEER FORMS NEW COMPANY-12/3/98 1 EXHIBIT 20.1 Visioneer Forms New Companies with Xerox and Primax FREMONT, Calif., Dec. 3 /PRNewswire/ -- Visioneer, Inc.(Nasdaq: VSNR), a leader in personal imaging hardware and software products, today announced that the company has agreed to acquire ScanSoft, Inc., an indirect wholly owned subsidiary of Xerox, Inc. (NYSE: XRX). The combined company will operate as a public corporation under the ScanSoft name. Visioneer also announced today that it has agreed to sell its hardware business to a newly formed subsidiary of Primax Electronics Ltd. (Taiwan Stock Exchange: Code # 2336). The goal of these transactions is to create stronger competitive positions in the imaging software and hardware markets; to strengthen the holdings of Visioneer stockholders; and to provide greater imaging product choices for consumers. Pursuant to the terms of this agreement, Visioneer will acquire Xerox's ScanSoft subsidiary for approximately 6.9 million shares of common stock, approximately 3.8 million shares of non-voting convertible preferred stock and the assumption of 1.8 million shares of ScanSoft stock options. In addition, approximately 5.1 million outstanding Visioneer shares will be cashed out by Visioneer at $2.06 per share with consideration from Xerox, and those shares will then be owned by Xerox. Xerox will own 45% of the outstanding common stock of ScanSoft after the merger, with Visioneer's current stockholders owning the remaining 55%. The Xerox transaction is scheduled to be completed in the first quarter of 1999. The combined company, ScanSoft, will continue to market and support ScanSoft TextBridge, ScanSoft Pagis Pro, ScanSoft ScanWorks, Visioneer PaperPort, Visioneer OCR, Visioneer ScannerSuite, Visioneer PaperPort Deluxe and Visioneer Visual Explorer. Under the second agreement, Visioneer will sell the rights to its entire line of hardware products and related intellectual properties, as well as the Visioneer brand name, to a new operating subsidiary of Primax Electronics Ltd. for approximately $7 million. The new Primax subsidiary will operate under the Visioneer name and will develop, market and manufacture Visioneer brand award-winning scanners and other hardware imaging products. The sale of Visioneer's hardware business is expected to occur in January 1999. Visioneer's current hardware marketing, sales, operations and quality assurance teams will become employees of the new Primax subsidiary. The new subsidiary has also signed a multi-year licensing agreement to bundle PaperPort software products with its entire line of hardware imaging products. Visioneer's popular scanners are renowned for their quality and ease-of-use, while Primax is an acknowledged leader in the manufacture of high quality scanners. This partnership creates a highly competitive player among scanner manufacturers worldwide. "Successful companies adapt quickly to rapidly changing markets," said J. Larry Smart, president and CEO of Visioneer. "By entering into these transactions with Xerox and Primax, we're seeking to ensure that the financial and marketing resources are there to carry on Visioneer's legacy of quality, innovation and ease-of-use. By focusing exclusively on the unique requirements of the hardware and software markets, each company will be able to leverage the technical strengths and brand equity of our products. In the final analysis, both our customers and stockholders should be well served." The newly formed Visioneer division of Primax will be headquartered in Visioneer's current corporate offices in Fremont, California. J. Larry Smart, Visioneer's current president and CEO, will hold the same position in the new company. The merged Visioneer/ScanSoft company will be located in Peabody, Massachusetts with development centers on both West and East coasts and European operations in Reading, England. Michael Tivnan, ScanSoft's current president, will lead the combined company and Larry Smart will remain on its Board of Directors. -4- 2 About Visioneer Visioneer, headquartered in Fremont, Calif., develops and markets imaging products that provide a faster and easier way to scan photographs and documents into computers and put them to work in the most popular applications. The company's first product shipped in 1994. PaperPort personal imaging systems have garnered widespread industry acceptance and endorsements, including two consecutive World Class Awards and two five star rating reviews from Macworld magazine and PC World Magazine, Editor's Choice awards from PC Magazine, three MVP awards from PC Computing magazine, Editors' Choice and two consecutive Product of the Year awards from Imaging Magazine, an Editors' Pick Award from Home Office Computing, and a silver product design award from Business Week. Visioneer is located at 34800 Campus Drive, Fremont, CA 94555. Visioneer can be reached via fax at (510) 608-0305 or via the Internet at www.visioneer.com. For product information call 1-800-787-7007. For technical support call 1-888-368-9633. Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements contain risk and uncertainties that may cause actual results to differ materially, including the company's ability to consummate the transactions referred to above, which are dependent in part on the satisfaction of conditions outside of the company's control, including regulatory approvals, the continued operation of the company's business without material adverse changes, and in the case of the ScanSoft merger, approval by the company's stockholders; the company's ability to manage its relationships with customers and suppliers during the period preceding the communication of these transactions; the company's ability to orderly transition its hardware assets and liabilities to the new Primax subsidiary; the company's ability to retain key employees prior to completion of these transactions and the combined company's ability to attract and retain key employees; the combined company's ability to integrate its business and operations with ScanSoft; the combined company's ability to develop and introduce in a timely fashion new products and enhancements to existing Visioneer and ScanSoft products that meet changing customer requirements and emerging industry standards; the combined company's ability to compete successfully against increased competition, which could result in significant price reductions, decreased gross margins, loss of market share and lack of acceptance of the combined company's products; and the combined company's ability to manage growth. Furthermore, both Visioneer and ScanSoft have experienced and may continue to experience significant fluctuations in revenues and operating results from quarter to quarter and from year to year due to a combination of factors, many of which are outside their direct control, including but not limited to demand for and market acceptance of the company's products, price competition in the market for their products, the timing, cancellation or rescheduling of significant orders, the purchasing patterns and potential product returns from their distribution channels, and there can be no assurance that such fluctuations will not continue after the merger. The company's business and financial results are also subject to the risks detailed from time to time in the company's SEC reports, including the report on Form 10-K for the year ended December 31,1997 and Forms 1O-Q for the quarters ended March 31, June 30, and September 30, 1998. -5- EX-20.2 3 PRESS RELEASE-VISIONEER & XEROX FORM WORLDWIDE S. 1 EXHIBIT 20.2 Visioneer and Primax Partner to Form Worldwide Scanner and Imaging Hardware Company FREMONT, Calif., Dec. 3 /PRNewswire/ -- Visioneer, Inc.(Nasdaq: VSNR), a leading scanner provider in the U.S. retail market and Primax Electronics Ltd. (Taiwan Stock Exchange: Code# 2336), a significant manufacturer in the European retail scanner market, today announced that Visioneer has agreed to sell its hardware business to a newly formed subsidiary of Primax that will develop, market and manufacture Visioneer brand award-winning scanners and other hardware imaging products. Visioneer's popular scanners are renowned for their quality and ease-of-use, while Primax's expertise in the manufacture of high quality scanners is well established in the industry. The newly formed subsidiary of Primax will operate under the Visioneer name. "With Primax and Visioneer, you couldn't ask for a better combination," said J. Larry Smart, president and CEO of Visioneer. "Primax has been producing Visioneer scanners since the beginning of this year and they are known for their high quality and low return rates. The financial strength, manufacturing quality and capacity, and worldwide retail presence of Primax; combined with Visioneer's top-flight products and strong brand image and Visioneer's marketing, operations and sales team creates a highly competitive combination. In the end, the customer should win all around - innovative easy-to-use products, at the best prices." Pursuant to the agreement between Primax and Visioneer, the new Primax subsidiary will purchase all of Visioneer's current hardware assets and related intellectual property, and the Visioneer brand name for approximately $7 million. The closing of this transaction is expected to occur in January 1999. All current Visioneer hardware products as well as future imaging products will be sold under the Visioneer brand name by the new Primax subsidiary. The new entity will also acquire Visioneer's hardware marketing, sales, operations and quality assurance teams and plans to continue the development and sale of Visioneer's current scanner product line as well as future products. Visioneer and the new entity have also signed a multi-year licensing agreement to bundle PaperPort software products with its entire line of hardware imaging products. "The new subsidiary of Primax will be able to continue the tradition of intelligent scanning and the seamless integration of Visioneer hardware and PaperPort software," said Murray L. Dennis, vice president of sales and marketing of Visioneer. "It has licensed PaperPort software, but more important, it will have the Visioneer team and the knowledge behind Visioneer's award-winning products. We're fortunate to have in place the uniquely qualified people who will continue to blend PaperPort's easy to use interface and Visioneer's revolutionary hardware. No one else in the scanner industry has this combination of Visioneer resources, experience and talent." Visioneer hardware will continue to be designed and manufactured according to the high standards for which the product name is known. The new Primax subsidiary will encourage further development and attention in the areas of: * Superior image quality - Bringing to market quality products that incorporate the latest technology. * Innovation in hardware design and ease of use - Including patented PaperDriven and AutoLaunch technologies and the intelligent scanning capability first introduced with the Visioneer OneTouch product line. * Seamless and invisible integration of any image into the world's most popular software applications using the PaperPort software interface. -6- 2 "The Visioneer brand name has a reputation for excellence in the scanner industry," said Raymond Liang, chairman and president at Primax Electronics. "Our goal is to expand the Visioneer product line to include diverse intelligent imaging hardware and to continue to be a world-class manufacturer of high quality products for both personal and business productivity." The Visioneer division of Primax will be headquartered at Visioneer's current address in Fremont, California. J. Larry Smart has been appointed president of the division and Murray L. Dennis will be the vice president of marketing and sales. About Primax Primax, headquartered in Taiwan, specializes in manufacturing and distributing quality imaging input and output, electronic accessories and home office equipment and is a leading scanner manufacturer worldwide. It was founded in 1984 and has manufacturing sites in Taiwan and China, Research and Development operations in Taiwan and China, sales and marketing offices in Japan, Europe, US and Hong Kong. The company employs over 4,700 people worldwide and is listed on the Taiwan Stock Exchange. Primax can be reached via the Internet at www.primax-elec.com. About Visioneer Visioneer, headquartered in Fremont, Calif., develops and markets imaging products that provide a faster and easier way to scan photographs and documents into computers and put them to work in the most popular applications. The company's first product shipped in 1994. PaperPort personal imaging systems have garnered widespread industry acceptance and endorsements, including two consecutive World Class Awards and two five star rating reviews from Macworld magazine and PC World Magazine, Editor's Choice awards from PC Magazine, three MVP awards from PC Computing magazine, Editors' Choice and two consecutive Product of the Year awards from Imaging Magazine, an Editors' Pick Award from Home Office Computing, and a silver product design award from Business Week. Visioneer is located at 34800 Campus Drive, Fremont, CA 94555. Visioneer can be reached via fax at (510) 608-0305 or via the Internet at www.visioneer.com. For product information call 1-800-787-7007. For technical support call 1-888-368-9633. Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements contain risk and uncertainties including the company's ability to consummate the transaction referenced above, which is dependent in part on the satisfaction of conditions outside of the company's control, including regulatory approvals, the continued operation of the company's business without material adverse changes, the company's ability to manage its relationships with customers and suppliers during the period preceding the communication of this transaction; and the company's ability to orderly transition its hardware assets and liabilities to the new Primax subsidiary. The company's business and financial results are also subject to the risks detailed from time to time in the company's SEC reports, including the report on Form10-K for the year ended December 31, 1997 and Forms 1O-Q for the quarters ended March 31, June 30, and September 30, 1998. -7- -----END PRIVACY-ENHANCED MESSAGE-----