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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
NOVEMBER 15, 2004
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SCANSOFT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-27038 94-3156479
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
9 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS 01960
(Address of Principal Executive Offices, including Zip Code)
(978) 977-2000
(Registrant's telephone number, including area code)
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):
[ ] 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))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 15, 2004, ScanSoft, Inc. announced its financial results for
the third quarter and nine-month fiscal year ended September 30, 2004. The press
release and the reconciliation contained therein, which have been attached as
Exhibit 99.1 and incorporated herein, disclose certain financial measures that
may be considered non-GAAP financial measures because they exclude the
amortization of intangible assets, non-cash stock-based compensation,
restructuring charges, expenses related to the restatement of SpeechWorks
financials, and one-time transition costs associated with changing independent
registered public accounting firms. Generally, a non-GAAP financial measure is a
numerical measure of a company's performance, financial position or cash flows
that either excludes or includes amounts that are not normally excluded or
included in the most directly comparable measure calculated and presented in
accordance with generally accepted accounting principles in the United States.
These non-GAAP financial measures are provided to enhance the user's overall
understanding of ScanSoft's current financial performance and ScanSoft's
prospects for the future. Management believes that these non-GAAP financial
measures present a useful measure of ScanSoft's operating performance because
they exclude identified non-cash and restructuring charges. Management uses
these measures for evaluating historical performance and for forecasting and
planning for future periods. These measures, however, should be considered in
addition to, and not as a substitute for, or superior to, other measures of
financial performance prepared in accordance with generally accepted accounting
principles. The non-GAAP measures included in ScanSoft's press release have been
reconciled to the nearest GAAP measure.
The information in this Form 8-K and the Exhibit attached hereto is
being furnished and shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general incorporation
language in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated November 15, 2004 by ScanSoft, Inc.
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.
SCANSOFT, INC.
By /s/ James R. Arnold, Jr.
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James R. Arnold, Jr.
Chief Financial Officer
Date: November 15, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated November 15, 2004 by ScanSoft, Inc.