Current Report Filing (8-k)
February 08 2021 - 9:01AM
Edgar (US Regulatory)
false 0001002517 0001002517 2021-02-04 2021-02-04
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): February 4, 2021
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-27038
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94-3156479
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS employer
Identification No.)
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1 Wayside Road
Burlington, Massachusetts
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01803
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(Address of principal executive offices)
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(Zip Code)
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(781) 565-5000
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, $0.001 par value
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NUAN
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The NASDAQ Stock Market LLC
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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).
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. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On February 4, 2021, Nuance Communications, Inc. (“Nuance”) entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) among the lenders party thereto, Barclays Bank PLC, as Administrative Agent, and the other parties named therein. The Revolving Credit Agreement replaced Nuance’s Revolving Credit Agreement dated as of April 15, 2016, as amended. The Revolving Credit Agreement provides for a $300.0 million revolving line of credit, including a $50.0 million letter of credit sublimit (the “Revolving Credit Facility”), and matures on February 4, 2026. The Revolving Credit Facility bears interest at either (i) LIBOR plus an applicable margin of 1.50% or 1.75%, or (ii) the alternative base rate plus an applicable margin of 0.50% or 0.75%. The Revolving Credit Facility is secured by substantially all Nuance’s assets and substantially all assets of certain of Nuance’s domestic subsidiaries that guarantee Nuance’s obligations under the Revolving Credit Agreement. The Revolving Credit Agreement contains customary affirmative and negative covenants and conditions to borrowing, as well as customary events of default. Among other things, Nuance is required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the Revolving Credit Agreement) not exceeding 4.00 to 1.00 at any fiscal quarter end where there are outstanding borrowings under the Revolving Credit Agreement. At the time of closing, there were no borrowings outstanding under the Revolving Credit Agreement.
The foregoing is only a summary of the material terms of the Revolving Credit Agreement and does not purport to be complete and is qualified in its entirety by reference to the Revolving Credit Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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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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By:
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/s/ Daniel D. Tempesta
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Daniel D. Tempesta
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Executive Vice President and Chief Financial Officer
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Date: February 8, 2021
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