UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 | Unregistered Sales of Equity Securities. |
On May 25, 2021, Nuance Communications, Inc. (the “Company”) entered into privately negotiated agreements with certain investors to exchange (i) an aggregate of 14.7 million shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and $4.0 million in cash for $354.8 million principal amount of its outstanding 1.00% senior convertible debentures due 2035 (the “1.00% Convertible Debentures”) held by such investors and (ii) an aggregate of 3.2 million shares of Common Stock and $0.5 million in cash for $64.9 million principal amount of its outstanding 1.50% senior convertible debentures due 2035 (the “1.50% Convertible Debentures”) held by such investors (collectively, the “Initial Exchanges”).
On May 27, 2021, the Company entered into privately negotiated agreements with certain investors to exchange an additional aggregate of 4.2 million shares of Common Stock and $1.1 million in cash for $102.2 million principal amount of its outstanding 1.00% Convertible Debentures held by such investors (the “Additional Exchanges” and, together with the Initial Exchanges, the “Exchanges”).
Following the consummation of the Exchanges on May 28, 2021 and June 1, 2021, an aggregate of $219.5 million principal amount of 1.00% Convertible Debentures (after giving effect to $34.8 million to be surrendered on June 2, 2021 in connection with the Exchanges) and $162.5 million principal amount of 1.50% Convertible Debentures (including $118.3 million surrendered separately from the Exchanges for conversion and pending settlement) remain outstanding.
The Exchanges were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of the Common Stock in each of these transactions acquired the Common Stock for investment only and not with a view to or for sale in connection with any distribution thereof. Each of the recipients of the Common Stock in these transactions was an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act and/or a qualified institutional buyer within the meaning of Rule 144A under the Securities Act.
This current report does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Item 8.01 | Other Events. |
On May 26, 2021, the Company issued a press release announcing the Initial Exchanges, and on May 28, 2021, the Company issued a press release announcing the Additional Exchanges. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, the text of which are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description of Exhibit | |
99.1 | Press release of Nuance Communications, Inc., dated May 26, 2021. | |
99.2 | Press release of Nuance Communications, Inc., dated May 28, 2021. | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
2
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.
Date: June 1, 2021 | NUANCE COMMUNICATIONS, INC. | |||||
By: | /s/ Wendy Cassity | |||||
Wendy Cassity | ||||||
Executive Vice President and Chief Legal Officer |
Exhibit 99.1
Nuance Announces Agreements to Issue 17.9 million Shares of its Common Stock in Exchange for $354.8 million of its 1.00% Senior Convertible Debentures due 2035 and $64.9 million of its 1.50% Senior Convertible Debentures due 2035
BURLINGTON, Mass. May 26, 2021 Nuance Communications, Inc. (Nasdaq: NUAN) (the Company) today announced that it entered into privately negotiated agreements with certain investors to exchange (i) an aggregate of 14.7 million shares of the Companys common stock and $4.0 million in cash for $354.8 million principal amount of its outstanding 1.00% senior convertible debentures due 2035 (the 1.00% Convertible Debentures) held by such investors and (ii) an aggregate of 3.2 million shares of the Companys common stock and $0.5 million in cash for $64.9 million principal amount of its outstanding 1.50% senior convertible debentures due 2035 (the 1.50% Convertible Debentures) held by such investors (collectively, the Exchanges).
The Exchanges are expected to close on or about May 28, 2021. Following the Exchanges, an aggregate of $321.7 million principal amount of 1.00% Convertible Debentures and $162.5 million principal amount of 1.50% Convertible Debentures (including $118.3 million surrendered for conversion and pending settlement) will remain outstanding.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.
About Nuance Communications, Inc.
Nuance Communications, Inc. (NASDAQ: NUAN) is a technology pioneer with market leadership in conversational AI and ambient intelligence. A full-service partner trusted by 77 percent of U.S. hospitals and 85 percent of the Fortune 100 across the globe, we create intuitive solutions that amplify peoples ability to help others.
Trademark reference: Nuance and the Nuance logo are registered trademarks or trademarks of Nuance Communications, Inc. or its affiliates in the United States and/or other countries. All other trademarks referenced herein are the property of their respective owners.
Safe Harbor and Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 with respect to the proposed Exchanges. These forward-looking statements generally are identified by the words believe, project, predicts, budget, forecast, continue, expect, anticipate, estimate, intend, strategy, future, opportunity, plan, may, could, should, will, would, will be, will continue, will likely result, and similar expressions (or the negative versions of such words or expressions). Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to
risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risk that the Exchanges may not be completed in a timely manner or at all. In addition, please refer to the documents that the Company files with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact Information
For Investors:
Michael Maguire
Nuance Communications, Inc.
Tel: 781-565-4855
Email: michael.maguire@nuance.com
For Press:
Nancy Scott
Nuance Communications, Inc.
Tel: 781-565-4130
Email: nancy.scott@nuance.com
Exhibit 99.2
Nuance Announces Agreements to Issue 4.2 million Shares of its Common Stock in Exchange for $102.2 million of its 1.00% Senior Convertible Debentures due 2035
BURLINGTON, Mass. May 28, 2021 Nuance Communications, Inc. (Nasdaq: NUAN) (the Company) today announced that it entered into additional privately negotiated agreements with certain investors to exchange an aggregate of 4.2 million shares of the Companys common stock and $1.1 million in cash for $102.2 million principal amount of its outstanding 1.00% senior convertible debentures due 2035 (the Debentures) held by such investors (collectively, the Exchanges).
The Exchanges are expected to close on or about June 1, 2021. Following the Exchanges and the Companys exchanges announced on May 26, 2021, an aggregate of $219.5 million principal amount of the Debentures will remain outstanding.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.
About Nuance Communications, Inc.
Nuance Communications, Inc. (NASDAQ: NUAN) is a technology pioneer with market leadership in conversational AI and ambient intelligence. A full-service partner trusted by 77 percent of U.S. hospitals and 85 percent of the Fortune 100 across the globe, we create intuitive solutions that amplify peoples ability to help others.
Trademark reference: Nuance and the Nuance logo are registered trademarks or trademarks of Nuance Communications, Inc. or its affiliates in the United States and/or other countries. All other trademarks referenced herein are the property of their respective owners.
Safe Harbor and Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 with respect to the proposed Exchanges. These forward-looking statements generally are identified by the words believe, project, predicts, budget, forecast, continue, expect, anticipate, estimate, intend, strategy, future, opportunity, plan, may, could, should, will, would, will be, will continue, will likely result, and similar expressions (or the negative versions of such words or expressions). Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risk that the Exchanges may not be completed in a timely manner or at all. In addition, please refer to the documents that the Company files with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those
contained in the forward-looking statements set forth in this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact Information
For Investors:
Michael Maguire
Nuance Communications, Inc.
Tel: 781-565-4855
Email: michael.maguire@nuance.com
For Press:
Nancy Scott
Nuance Communications, Inc.
Tel: 781-565-4130
Email: nancy.scott@nuance.com
Document and Entity Information |
May 25, 2021 |
---|---|
Cover [Abstract] | |
Security Exchange Name | NASDAQ |
Amendment Flag | false |
Entity Central Index Key | 0001002517 |
Document Type | 8-K |
Document Period End Date | May 25, 2021 |
Entity Registrant Name | NUANCE COMMUNICATIONS, INC. |
Entity Incorporation State Country Code | DE |
Entity File Number | 000-27038 |
Entity Tax Identification Number | 94-3156479 |
Entity Address, Address Line One | 1 Wayside Road |
Entity Address, City or Town | Burlington |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 01803 |
City Area Code | (781) |
Local Phone Number | 565-5000 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $0.001 par value per share |
Trading Symbol | NUAN |
Entity Emerging Growth Company | false |
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