DRS/A 1 filename1.htm DRS/A

Confidential Treatment Requested by Cerence LLC

Pursuant to 17 C.F.R. Section 200.83

As confidentially submitted to the Securities and Exchange Commission on August 14, 2019.

This draft registration statement has not been publicly filed with the Securities and Exchange Commission.

All information herein remains strictly confidential.

File No.                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

Form 10

 

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g)

OF THE SECURITIES EXCHANGE ACT OF 1934

Cerence LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   83-4719946

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification Number)

15 Wayside Road

Burlington, Massachusetts

   01803
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code:

(781) 565-5000

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class to be so Registered    Name of Each Exchange on
Which Each Class is to be Registered

 

   

 

Common Stock, par value $0.01 per share    The Nasdaq Stock Market LLC

Securities to be registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐       Accelerated filer   ☐
Non-accelerated filer   ☒       Smaller reporting company   ☐
        Emerging growth company   ☒

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. ☐

 

 

Confidential Treatment Requested by Cerence LLC

Pursuant to 17 C.F.R. Section 200.83

Cerence LLC

Information Required in Registration Statement

Cross-Reference Sheet between the Information Statement and Items of Form 10

This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement, which is Exhibit 99.1 to this Registration Statement on Form 10.

 

Item No.

  

Name of Item

  

Location in Information Statement

1.   Business   See “Information Statement Summary,” “The Spin-Off,” “Capitalization,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Where You Can Find More Information”
1A.   Risk Factors   See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements”
2.   Financial Information   See “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
3.   Properties   See “Business—Properties”
4.   Security Ownership of Certain Beneficial Owners and Management   See “Security Ownership of Certain Beneficial Owners and Management”
5.   Directors and Executive Officers   See “Management”
6.   Executive Compensation   See “Management” and “Executive and Director Compensation”
7.   Certain Relationships and Related Transactions, and Director Independence   See “Risk Factors,” “Management” and “Certain Relationships and Related Party Transactions”
8.   Legal Proceedings   See “Business—Legal Proceedings”
9.   Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters   See “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock”
10.   Recent Sales of Unregistered Securities   See “Description of Our Capital Stock”
11.   Description of Registrant’s Securities to be Registered   See “Description of Our Capital Stock”
12.   Indemnification of Directors and Officers   See “Description of Our Capital Stock” and “Certain Relationships and Related Party Transactions—Agreements with Nuance—Separation and Distribution Agreement”
13.   Financial Statements and Supplementary Data   See “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Index to Combined Financial Statements” and the financial statements referenced therein
14.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   None
15.   Financial Statements and Exhibits  

(a) Combined Financial Statements

 

See “Unaudited Pro Forma Combined Financial Statements,” “Index to Combined Financial Statements” and the financial statements referenced therein

 

(b) Exhibits

 

See the Exhibit Index of this Registration Statement on Form 10

 

Confidential Treatment Requested by Cerence LLC

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT INDEX

 

Exhibit
Number

   

Exhibit Description

2.1    Form of Separation and Distribution Agreement between Nuance Communications, Inc. and the registrant
3.1    Form of Amended and Restated Certificate of Incorporation of the registrant+
3.2    Form of Amended and Restated By-Laws of the registrant+
10.1    Form of Transition Services Agreement between Nuance Communications, Inc. and Cerence Operating Company+
10.2    Form of Tax Matters Agreement between Nuance Communications, Inc. and the registrant
10.3    Form of Employee Matters Agreement between Nuance Communications, Inc. and the registrant+
10.4    Form of Intellectual Property Agreement between Nuance Communications, Inc. and the registrant+
10.5    Form of Transitional Trademark License Agreement between Nuance Communications, Inc. and the registrant+
10.6    Offer Letter of Sanjay Dhawan, dated February 14, 2019+
10.7    Change of Control of Severance Agreement between Sanjay Dhawan and Nuance Communications, Inc.+
10.8    Offer Letter of Mark Gallenberger, dated June 12, 2019+
10.9    Change of Control of Severance Agreement between Mark Gallenberger and Nuance Communications, Inc.+
21.1    List of subsidiaries of the registrant*
99.1    Preliminary Information Statement

 

+

Previously filed.

*

To be filed by amendment.

Confidential Treatment Requested by Cerence LLC

Pursuant to 17 C.F.R. Section 200.83

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused its Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CERENCE LLC

 

By: Nuance Communications, Inc., its sole member

By:    
 

Name:

Title:

Date:                         , 2019