Current Report Filing (8-k)
March 15 2016 - 5:38PM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported):
March 15, 2016
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36056 | | 94-3156479 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1 Wayside Road Burlington, Massachusetts 01803 |
(Address of Principal Executive Offices) (Zip Code) |
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Registrant’s telephone number, including area code: (781) 565-5000 |
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(Former name or former address, if changed since last report) |
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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): |
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 Entry into a Material Definitive Agreement.
On March 9, 2016, Nuance Communications, Inc. (the “Company”) announced that it had entered into an agreement (the “Stock Purchase Agreement”) to repurchase 26,315,790 shares of common stock, $0.001 par value of the Company (the “Common Stock”) at a price of $19.00 per share (the “Repurchase”) from Icahn Partners LP, Icahn Partners Master Fund LP and High River Limited Partnership (collectively, the “Icahn Group”). The Repurchase closed on March 15, 2016. At the closing, the Company issued a promissory note (the “Promissory Note”) in the principal amount of approximately $125 million to Icahn Capital LP (as agent for the Icahn Group). The Promissory Note bears interest at a rate per annum equal to 2.63515% and has a maturity date of June 13, 2016. The foregoing description of the Promissory Note does not purport to be complete and is qualified by reference to the Promissory Note, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference.
The Company expects that the Repurchase will have the following impact on full year fiscal 2016 results: reduce the basic and diluted weighted average common shares outstanding by approximately 14.5 million shares, and result in a net increase in expenses of approximately $5.0 million in both GAAP and non-GAAP results, comprising incremental interest expense related to the Promissory Note, forgone interest income related to use of cash in the Repurchase, and taxes related to the transaction. The Company expects these adjustments will have a dilutive impact of approximately $(0.02) on GAAP net loss per share and an accretive impact of approximately $0.05 on non-GAAP net income per share for the full year fiscal 2016, and a negligible net effect in Q2 16.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 hereof relating to the Promissory Note is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 | Promissory Note dated March 15, 2016 |
SIGNATURE
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.
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| NUANCE COMMUNICATIONS, INC. |
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Date: March 15, 2016 | By: | /s/ Kenneth M. Siegel |
| | Kenneth M. Siegel Executive Vice President and Chief Legal Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.1 | Promissory Note dated March 15, 2016 |
PROMISSORY NOTE
$125,000,002 Burlington, MA
March 15, 2016
Nuance Communications, Inc., a Delaware corporation (“Maker”) hereby promises to pay to the order of Icahn Capital LP (as agent for Icahn Partners LP, Icahn Partners Master Fund LP and High River Limited Partnership) (“Icahn”), its successors and assigns, in lawful money of the United States of America, the lesser of ONE HUNDRED TWENTY-FIVE MILLION TWO DOLLARS ($125,000,002.00) or the principal balance outstanding under this Promissory Note, together with accrued and unpaid interest thereon, at the rate or rates set forth below on June 13, 2016 (the “Maturity Date”).
The unpaid principal amount of this Promissory Note shall bear interest at a rate per annum equal to
2.63515% from and after the date hereof through the Maturity Date. If any interest is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of the obligations evidenced by this Promissory Note. If the date fixed for payment of this Promissory Note is a day that is not a business day, then such payment shall be made on the next succeeding business day with the same force and effect as though made on the date fixed for such payment, and interest shall not accrue for the period after the date originally fixed for payment.
This Promissory Note may be prepaid in whole or in part at any time, without premium or penalty, upon one (1) business days’ notice to Ichan.
Maker hereby waives presentment, demand, notice of dishonor, protest, notice of protest and all other demands, protests and notices in connection with the execution, delivery, performance, collection and enforcement of this Promissory Note.
This Promissory Note is being delivered in, is intended to be performed in, shall be construed and interpreted in accordance with, and be governed by the internal laws of, the State of New York, without regard to principles of conflict of laws.
This Promissory Note may only be amended, modified or terminated by an agreement in writing signed by the party to be charged.
(signature page follows)
NUANCE COMMUNICATIONS, INC.
By: /s/ Dan Tempesta
Dan Tempesta
Executive Vice President &
Chief Financial Officer
[SIGNATURE PAGE TO NUANCE- ICAHN PROMISSORY NOTE]
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