8-K

UNITED STATES

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

May 9, 2005

(Date of earliest event reported)

NUANCE COMMUNICATIONS, INC.

(Exact name of registrant as specified in charter)

Delaware	000-30203	94-3208477
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1380 Willow Road, Menlo Park, California	94025
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 847-0000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 9, 2005, Nuance issued a press release announcing its financial results for the quarter ended March 31, 2005. A copy of the release is attached as Exhibit 99.1.

Nuance’s attached press release and Condensed Consolidated Statements of Operations present non-GAAP (Generally Accepted Accounting Principles) net loss, excluding a special item, and net loss per share (basic and diluted), excluding a special item, in addition to the presentation of such results in accordance with GAAP. The special item is non-cash compensation expense. This special item is not necessarily representative of Nuance’s core operations, but Nuance management believes that presentation of such non-GAAP financial measures provides useful information to investors regarding the impact of the special items on Nuance’s net loss and net loss per share. Nuance management also uses non-GAAP measurements in certain internal management analyses, as the resulting metrics provide useful information regarding the company’s core operations.

ITEM 8.01: OTHER EVENTS

On May 9, 2005, Nuance issued a press release announcing its merger with Scansoft, Inc. A copy of the release is attached as Exhibit 99.2.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:

Exhibit No.	Exhibit Description
99.1	Press release respecting financial results for quarter ended March 31, 2005, issued by the Registrant, dated May 9, 2005
99.2	Press release respecting merger of the Registrant with Scansoft, Inc., dated May 9, 2005

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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, thereunto duly authorized.

Date: May 9, 2005	Nuance Communications, Inc.
	(Registrant)
	/s/ Karen Blasing
	Karen Blasing
	Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press release respecting financial results for quarter ended March 31, 2005, issued by the Registrant, dated May 9, 2005
99.2	Press release respecting merger of the Registrant with Scansoft, Inc., dated May 9, 2005

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EX-99.1

Exhibit 99.1

For More Information:

Investor Contact:	Press Contact:
Karen Blasing	Matt Keowen
Nuance	Nuance
(650) 847-0000	(650) 847-0000
kblasing@nuance.com	mkeowen@nuance.com

NUANCE REPORTS FIRST QUARTER 2005 RESULTS

MENLO PARK, Calif—May 9, 2005—Nuance (Nasdaq:NUAN) today announced results for the quarter ended March 31, 2005. Total revenue for the quarter was $11.8 million, down 7.1% as compared to $12.7 million in the first quarter of 2004.

“As our earlier guidance suggested, Nuance’s first quarter 2005 revenue was lower than experienced in our strong fourth quarter 2004,” said Charles Berger, president and CEO of Nuance. “As we have continued to strengthen our sales team, our pipeline has grown since the beginning of the first quarter.”

Net loss for the first quarter 2005 was $4.6 million, or a $.13 net loss per share, an increase in the net loss of $2.6 million, or $.07 net loss per share, in the first quarter of 2004.

In a separate announcement, Nuance Communications and ScanSoft, Inc. (Nasdaq: SSFT) today announced a definitive agreement whereby ScanSoft will acquire all of the outstanding common stock of Nuance, merging the two organizations into a single company with the expertise and resources required to satisfy the increasing demand for powerful speech solutions. See today’s press release titled, ScanSoft and Nuance to Merge, Creating Comprehensive Portfolio of Enterprise Speech Solutions and Expertise.

Customer Wins

Leading North American, European, and Asia-Pacific telecommunications companies, travel organizations, financial institutions, healthcare providers and others continue to turn to Nuance for phone self-service solutions that improve the customer experience and reduce costs.

During the first quarter, industry leaders, including Alaska Airlines, Austar, Caremark, SunTrust Bank, Inc., TELUS, West Corporation, and others made their initial investments in Nuance or expanded the capacity of their existing Nuance voice automation solutions. Contracts with these companies and others were won directly by Nuance and through its resellers, including Edify, Intervoice, Syntellect and others.

Additionally in the quarter, Nuance announced that its speech recognition software has been selected by NASA for use on the International Space Station. In the future, NASA’s “Clarissa” astronaut assistant will talk astronauts through thousands of important procedures related to life support systems, medical exams, and equipment checkout. The experimental Clarissa application is set to be used by astronauts during the next six months, as part of International Space Station Expedition 11.

Industry Recognition

Nuance’s products and solutions continue to be recognized by the industry’s leading publications.

During the quarter, Nuance received the inaugural 2005 IP Contact Center Technology Pioneer Award from Technology Marketing Corporation’s Customer Inter@ction Solutions Magazine. The award was presented to Nuance for its Nuance Voice Platform(TM) 3.0, the industry’s first open, VoiceXML standards-based platform optimized for voice automation solutions. Because Nuance Voice Platform 3.0 features a unique, voice automation-specific application design and deployment environment, tight integration with Nuance’s latest speech technologies, and broadened support for a range of standards and operating systems, organizations benefit from lower total cost of ownership, accelerated time-to-market of voice applications and optimal automation performance.

Nuance has received numerous other awards this year for its products and solutions. These include recognition for Nuance Call Steering 1.0 - the company’s packaged voice automation application - and Nuance 8.5 speech recognition software.

About Nuance

In an era where a focus on the customer is essential to business success, Nuance provides leading companies with voice-automation solutions that enable both an outstanding customer experience and corporate cost efficiency. Nuance is a leader in the voice automation market, providing software and solutions to more than 1,000 companies worldwide. Clients include Avon, British Airways, Nomura Securities, OnStar, Sprint PCS, United Parcel Service, Vodafone and Wells Fargo. Nuance (Nasdaq:NUAN) is headquartered in Menlo Park, Calif., and has offices around the world. For more information, visit www.nuance.com or call 1-888-NUANCE-8.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

ScanSoft plans to file with the SEC a Registration Statement on Form S 4 in connection with the transaction and ScanSoft and Nuance plan to file with the SEC and mail to their respective stockholders a Joint Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about ScanSoft, Nuance, the transaction and related matters. Investors and security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they are available. Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by ScanSoft and Nuance through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus from ScanSoft by contacting ScanSoft Investor Relations at (978) 977-2000 or from Nuance by contacting Nuance Investor Relations at (650) 847-0000.

ScanSoft and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of ScanSoft and Nuance in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Joint Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in ScanSoft’s proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on January 28, 2005. This document is available free of charge at the SEC’s web site at www.sec.gov and from ScanSoft by contacting ScanSoft Investor Relations at (978) 977-2000.

Nuance and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of ScanSoft and Nuance in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Joint Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in Nuance’s proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on May 2, 2005. This document is available free of charge at the SEC’s web site at www.sec.gov and from Nuance by contacting Nuance Investor Relations at (650) 847-0000.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, including, for example, those relating to the business and customer benefits attainable by using Nuance’s speech products, and regarding the proposed transaction between ScanSoft and Nuance. There is no assurance that the results contemplated or implied by any forward-looking statements will be realized. The following factors, risks and uncertainties, among others, could cause actual results to differ materially from those contemplated by this press release’s forward-looking statements: the ability to consummate the transaction; the ability to adequately capitalize on sales pipeline in future quarters or produce additional demand for our voice solutions in key world markets; and other factors described in Nuance’s filings with the Securities and Exchange Commission, including in Nuance’s last-filed Form 10-K. Nuance does not undertake to update any oral or written forward-looking statements that may be made by or on behalf of Nuance.

Nuance, Nuance Voice Platform and Nuance Call Steering are registered trademarks or trademarks of Nuance Communications, Inc. All other trademarks are property of their respective owners.

Nuance Communications, Inc.

Consolidated Statement of Operations

(In Thousands, Except Per Share Amounts)

	Three Months Ended March 31,
	2005			2004
Revenue:
License	$	4,163		$	5,503
Service		3,634			3,562
Maintenance		4,004			3,637
Total revenue		11,801			12,702
Cost of revenue:
License		88			88
Service		3,118			2,597
Maintenance		652			708
Total cost of revenue		3,858			3,393
Gross profit		7,943			9,309
Operating expenses:
Sales and marketing		6,942			6,189
Research and development		3,192			4,097
General and administrative		3,151			1,929
Non-cash compensation expense		—			73
Restructuring credits		(51	)		(41	)
Total operating expenses		13,234			12,247
Loss from operations		(5,291	)		(2,938	)
Interest and other income, net		587			234
Loss before income taxes		(4,704	)		(2,704	)
Benefit from income taxes		(153	)		(97	)
Net loss	$	(4,551	)	$	(2,607	)
Basic and diluted net loss per share	$	(0.13	)	$	(0.07	)
Shares used to compute basic and diluted net loss per share		36,121			35,067
Reconciliation of net loss in accordance with generally accepted accounting principles to adjusted net loss:
Net loss	$	(4,551	)	$	(2,607	)
Non-cash compensation expense		—			73
Restructuring credits		(51	)		(41	)
Adjusted net loss	$	(4,602	)	$	(2,575	)
Adjusted basic and diluted net loss per share	$	(0.13	)	$	(0.07	)
Shares used in computing adjusted basic and diluted net loss per share		36,121			35,067

Nuance Communications, Inc.

Consolidated Balance Sheets

(In thousands)

	March 31, 2005		December 31, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	69,547	$	53,583
Short-term investments		18,029		37,493
Accounts receivable, net		9,072		13,953
Prepaid expenses and other current assets		4,864		3,839
Total current assets		101,512		108,868
Property and equipment, net		3,742		4,059
Long-term note receivable		5,035		5,005
Intangible assets, net		477		580
Restricted cash		11,109		11,109
Deferred income taxes		394		398
Other assets		221		238
Total assets	$	122,490	$	130,257
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,511	$	1,328
Accrued liabilities		7,827		8,067
Current restructuring accrual		10,327		10,203
Current deferred revenue		7,378		8,157
Total current liabilities		27,043		27,755
Long-term deferred revenue		507		544
Long-term restructuring accrual		50,228		52,705
Other long-term liabilities		37		37
Total liabilities		77,815		81,041
Stockholders’ equity		44,675		49,216
Total liabilities and stockholders’ equity	$	122,490	$	130,257

EX-99.2

Exhibit 99.2

	News Release
Contacts:	FOR IMMEDIATE RELEASE
ScanSoft Richard Mack 978-977-2175 richard.mack@scansoft.com Jonna Schuyler 617-428-4444 jonna.schuyler@scansoft.com	Nuance Matt Keowen 650-847-7836 mkeowen@nuance.com Becky Quinlan 650-480-4040 becky@eastwick.com

ScanSoft and Nuance to Merge, Creating Comprehensive Portfolio

of Enterprise Speech Solutions and Expertise

Combined Company Poised to Accelerate Technology Innovation

for Customers and Partners around the World

Acquisition Expected to be Accretive to ScanSoft Shareholders for Fiscal Year 2006

Peabody, Mass. and Menlo Park, Calif., May 9, 2005 – ScanSoft, Inc. (Nasdaq: SSFT) and Nuance Communications, Inc. (Nasdaq: NUAN) today announced that they have signed a definitive agreement whereby ScanSoft will acquire all of the outstanding common stock of Nuance, merging the two organizations into a single company with the expertise and resources required to satisfy the increasing demand for powerful speech solutions.

Under the terms of the agreement, ScanSoft will issue approximately 28 million shares of its common stock to Nuance shareholders, who will receive 0.77 shares of ScanSoft common stock for each share of Nuance common stock that they own. Additionally, each Nuance shareholder will receive $2.20 of cash per share of Nuance common stock owned. The transaction is valued at approximately $221 million based on the closing price of ScanSoft common stock of $4.46 per share on May 6, 2005, or $122 million net of Nuance’s cash and equivalents of $98.7 million on March 31, 2005, which includes $11.1 million of restricted cash.

Upon closing, ScanSoft expects to have approximately $80 million in cash and marketable securities. The transaction is expected to generate cost synergies between $20 million and $25 million per year through headcount reductions, office site consolidations and elimination of duplicate operating expenses. In ScanSoft’s fiscal year 2006, the company expects combined revenue to exceed $315 million. ScanSoft expects that the transaction will be accretive to ScanSoft shareholders for fiscal year 2006.

“Speech software is transforming the way people use digital devices and access information systems,” said Paul Ricci, ScanSoft chairman and CEO. “As businesses increasingly turn to speech solutions to manage and improve customer interactions, combining our organizations creates a trusted provider of industry-defining technologies and applications. Together, we are better positioned to accelerate the development and adoption of innovative speech-enabled applications and services worldwide. We look forward to welcoming Nuance’s talented and motivated employees as we deliver on our shared vision.”

Today, ScanSoft and Nuance combined automate more than 20 million contact center and directory assistance calls per day; bring the power of speech to millions of people through mobile phones, automobiles, consumer electronics and games; and provide dictation solutions for more than 3,000 hospitals and more than one million consumers worldwide. The combined company is committed to making speech-enabled systems, devices and interactions as effective and ubiquitous as the Web.

The combination of ScanSoft and Nuance brings together the industry’s most comprehensive portfolio of speech applications, technologies and expertise that will enable customers to effectively deploy innovative speech-based solutions. The combined organization will have the technical resources and intellectual property required to develop new and innovative speech solutions that deliver enhanced value to customers. With leading technology, a premier partner network and an organization dedicated to speech, the company will be able to compete more effectively in new and expanding markets and provide value for its most important stakeholders – its customers, partners, investors and employees.

“This merger brings together the customer successes, technical talents and sales and marketing competencies of both companies,” said Chuck Berger, president and CEO of Nuance. “Paul and I agreed that by combining our companies, we will be in the best position to advance the emerging speech industry into stronger growth and maturity and provide superior financial results for shareholders.”

In connection with this transaction and for other corporate purposes, Warburg Pincus, the global private equity firm and a leading investor in technology companies, has agreed to purchase ScanSoft common stock in separate transactions as follows:

• 3.54 million shares at a purchase price of $4.24 per share, the closing bid price on Thursday, May 5, 2005, for an aggregate investment of $15.0 million. This transaction closed today and is independent of the Nuance transaction.

• 14.2 million shares at a purchase price of $4.24 per share, for an aggregate investment of $60.0 million. This transaction will close concurrent with, and is contingent upon, the closing of the Nuance transaction.

• In addition, Warburg Pincus has acquired a warrant to purchase 0.86 million shares of ScanSoft common stock along with the first investment, and will acquire a warrant to purchase 3.18 million shares of ScanSoft common stock upon the closing of the second investment. Both warrants have an exercise price of $5.00 per share and a four-year term.

William H. Janeway, a Vice Chairman of Warburg Pincus and a ScanSoft Director, stated: “Warburg Pincus enthusiastically supports the merger of ScanSoft and Nuance. Based on the foundation of ScanSoft’s strong performance in recent quarters, we have confidence that the combined company will have the technical and operational resources to meet the increasing demand for speech technologies and to increase shareholder value.”

A Comprehensive Portfolio of Enterprise Speech Solutions and Expertise

Benefits of the combined organization include:

• Proven Experience that Drives Better Results – Customers and partners of both companies will benefit from the experience behind thousands of successful speech services deployed worldwide. Combined, ScanSoft and Nuance have deployed more than 3,000 speech applications that automate approximately seven billion phone conversations for some of the world’s most respected companies, including Bank of America, British Airways, Citigroup, General Electric, NTT, Verizon and Vodafone. Together, ScanSoft and Nuance maintain speech-focused, deeply tenured professional service organizations with a combined team of approximately 250 speech and voice user interface experts that offer more than 800 cumulative years of speech experience.

• A Comprehensive Speech Portfolio that Delivers Choice and Completeness – ScanSoft and Nuance each bring a broad set of speech applications and technologies to the combined company. These assets will allow the combined company to satisfy a wider set of customers’ speech needs from a single source. As speech technologies continue to converge, the combined company will be able to leverage an unparalleled set of resources that spans the full breadth of speech capabilities – including network speech, embedded speech, and dictation – to drive innovation and more complete speech applications.

• Deep Technical Expertise that Results in Better Performing Products and Accelerated Innovation – The combined organization will bring together an array of resources – from 300 speech scientists and engineers to a patent portfolio comprising more than 250 patent families. With these assets, the combined company is well suited to handle complex implementations and solve more difficult problems with speech technology. Both ScanSoft and Nuance have been strong, active proponents of speech industry standards. Both companies are strong participants in the development of VoiceXML including providing multiple editors, and both companies were founding drafters of the MRCP specification.

• A Commitment to Premier Partner Relationships that Provide Total Solutions – The combined company will build upon the strong relationships that have been developed with industry leaders, such as Avaya, Cisco, Genesys, and Nortel, to further promote the innovation and adoption of speech. These partnerships are critical to providing complete solutions for our mutual customers and dramatically broadening the awareness and availability of speech solutions.

Paul Ricci will be the chairman and CEO of the merged company. As part of the transaction, two of Nuance’s board members, including Chuck Berger, president and CEO of Nuance, will join the ScanSoft board of directors. The transaction has been approved unanimously by both Boards of Directors and is subject to the approval of ScanSoft and Nuance shareholders and normal closing conditions that include regulatory approvals. Information regarding the special meetings of shareholders will be announced at a later date. ScanSoft expects the transaction to close in September 2005.

The combined company will assume the name ‘Nuance’ after the transaction closes. The Nuance brand is widely respected in the speech market and is inclusive enough to serve as an identity for the combined company’s entire product line.

Investment Protection and Customer Continuity

The combined company will continue to make available and support the products of both companies. As in previous mergers and acquisitions by ScanSoft, over time the core technologies will be integrated into a single, unified offering. The combined product set will provide smooth transitions for existing installations for all ScanSoft and Nuance customers.

Investor Conference Call Information

In conjunction with this announcement and ScanSoft’s financial results for its second fiscal quarter 2005, ScanSoft and Nuance will broadcast a conference call over the Internet this afternoon, May 9, 2005, at 5:00 p.m. ET.

Those who wish to listen to the live broadcast should visit the Investor Relations section of the companies’ Web sites at www.scansoft.com and www.nuance.com at least 15 minutes prior to the event and follow the instructions provided to ensure that the necessary audio applications are downloaded and installed.

The conference call can be heard live by dialing (800) 230-1766 or (612) 332-0637, five minutes prior to the call and reference conference code 780664. A replay of the call will be available within 24 hours of the announcement. To access the replay, dial (800) 475-6701 or (320) 365-3844 and refer to access code 780664.

About Nuance

In an era where a focus on the customer is essential to business success, Nuance provides leading companies with voice-automation solutions that enable both an outstanding customer experience and corporate cost efficiency. Nuance is a leader in the voice automation market, providing software and solutions to more than 1,000 companies worldwide. Clients include Avon, British Airways, Nomura Securities, OnStar, Sprint PCS, United Parcel Service, Vodafone and Wells Fargo. Nuance (Nasdaq: NUAN) is headquartered in Menlo Park, Calif., and has offices around the world. For more information, visit www.nuance.com or call 1-888-NUANCE-8.

About ScanSoft, Inc.

ScanSoft, Inc. (Nasdaq: SSFT) is a global leader of speech and imaging solutions that are used to automate a wide range of manual processes – saving time, increasing worker productivity and improving customer service. For more information regarding ScanSoft products and technologies, please visit www.scansoft.com.

# # #

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

ScanSoft plans to file with the SEC a Registration Statement on Form S-4 in connection with the transaction and ScanSoft and Nuance plan to file with the SEC and mail to their respective stockholders a Joint Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about ScanSoft, Nuance, the transaction and related matters. Investors and security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they are available. Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by ScanSoft and Nuance through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus from ScanSoft by contacting ScanSoft Investor Relations at (978) 977-2000 or from Nuance by contacting Nuance Investor Relations at (650) 847-0000.

ScanSoft and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of ScanSoft and Nuance in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Joint Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in ScanSoft’s proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on January 28, 2005. This document is available free of charge at the SEC’s web site at www.sec.gov and from ScanSoft by contacting ScanSoft Investor Relations at (978) 977-2000.

Nuance and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of ScanSoft and Nuance in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Joint Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in Nuance’s proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on May 2, 2005. This document is available free of charge at the SEC’s web site at www.sec.gov and from Nuance by contacting Nuance Investor Relations at (650) 847-0000.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between ScanSoft and Nuance, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company, expectations that the merger will be accretive to ScanSoft’s results, future expectations regarding the assets of the combined company, future expectations concerning available cash and cash equivalents, the growth of the speech industry and the demand for speech solutions, the future composition of the board of directors of the combined company, and any other statements about ScanSoft or Nuance managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the transaction; the ability of ScanSoft to successfully integrate Nuance’s operations and employees; the ability to realize anticipated synergies and cost savings; the failure of the acquisition to be materially accretive in a timely manner; the failure to retain customers; and the other factors described in ScanSoft’s Annual Report on Form 10-K for the year ended September 30, 2004 and Nuance’s Annual Report on Form 10-K for the year ended December 31, 2004 and their most recent quarterly reports filed with the SEC. ScanSoft and Nuance disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.