Edgar Filing: NUANCE COMMUNICATIONS

Filed by Nuance Communications, Inc Pursuant to Rule 425

Filed by Nuance Communications, Inc. Pursuant to Rule 425

Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: Nuance Communications, Inc.

Commission File No. of Subject Company: 000-30203

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Nuance/ScanSoft Announcement

Department Meetings

May 10, 2005

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Nuance Communications, Inc.

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 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 to successfully integrate 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.

S A F E H A R B O R F O R W A R D L O O K I N G S T A T E M E N T S

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Nuance Communications, Inc.

I M P O R T A N T A D D I T I O N A L I N F O R M A T I O N W I L L B E F I L E D W I T H T H E S E C

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.

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Agenda

Recap of Announcement

Business Going Forward Commitment to Inform Q&A

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What Was Announced?

Merging of Nuance and ScanSoft

Bringing together of great, speech-focused talents, resources and IP

Why?

Accounted for as an acquisition

Better able to more effectively compete in increasingly competitive market

Enhanced strength to meet needs of customers and partners today and in the future

Greater resources to build market

Strengths of Combined Company

Strengthened position as a comprehensive provider of speech solutions

Extensive experience and expertise in speech products and services

Shared passion focused on creating better customer experience and delivering business results through speech

New Company Will Be Named Nuance!

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The Elevator Pitch

This slide for internal use only

This is a merger of two well respected companies, who share a passion for speech.

The newly combined company will benefit from the blending of great speech-focused talents, resources and IP.

By combining, the new company will be better equipped to compete toe-to-toe with the very large and well resourced competitors in the space, as well as be able to apply greater resources to growing and accelerating the market.

The resulting company will enjoy a strengthened position as a comprehensive provider of speech solutions, in the areas of network, embedded and dictation.

Today and in the future, customer and partner commitment will remain at the forefront of our direction.

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For Customers, Prospects and Partners, The Combined Company . . . .

Will provide proven deployment experience that drives better results:

Experience from over 3,000 speech applications

Experience from over 7 billion automated phone calls

Experience from over 250 speech and voice user interface experts – with over 800 cumulative years experience

Will afford access to the industry’s most comprehensive portfolio of speech applications and industry-defining technologies -(network, embedded, & dictation)

Will accelerate the development of new and innovative speech solutions that deliver enhanced value

Expertise from over 300 speech scientists and engineers

Expertise represented by a portfolio of more than 250 patent families

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For Customers, Prospects and Partners, The Combined Company . . . .

Is committed to investment protection and customer continuity

Full go-forward support for current products of both companies

Integration plans that ensure minimal inconvenience

Is committed to premier partner relationships providing total solutions

Is well positioned and well resourced to accelerate the development and adoption of innovative speech-enable applications and services worldwide

Is better equipped to compete with a number of new, large and well resourced competitors

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Why Is This A Positive for Nuancers?

Employees will…

Be a part of a new company better positioned to meet the challenges of an increasingly competitive market

Gain the opportunity to participate in the development, sale, marketing, and support of a broader set of speech offerings

Benefit from greater resources being available as a combined company to build the market for speech

Realize new growth opportunities as part of a larger company

Enjoy being part of a company with a strengthened international presence

Have the chance to work with others who share the same passion for speech and strongly believe in its power transform

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Treatment of Stock Options—The Basics

Stock Options – Assumed by ScanSoft

Outstanding options (whether vested or unvested) with exercise prices of $10 or less granted under the Company’s 2001 Nonstatutory Stock Option Plan, 2000 Stock Plan and the 1998 Stock Plan will be assumed and become exercisable into shares of ScanSoft. The number of shares and exercise price will be adjusted based on the exchange ratio of the transaction.

Outstanding options (whether vested or unvested) under the Company’s 1994 Flexible Stock Incentive Plan (regardless of exercise price) will be assumed and become exercisable into shares of ScanSoft. The number of shares and exercise price will be adjusted based on an exchange ratio.

Period of time for exercise after termination of employment may be extended up to six months post termination (pending tax review).

Assumed options remain subject to all other terms and conditions as they were subject to prior to their assumption (including vesting schedule).

Stock Options – Not Assumed by ScanSoft

Outstanding options (whether vested or unvested) with exercise prices above $10 (except for options granted under the 1994 Plan) will not be assumed and will terminate effective as of the closing of the merger.

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Treatment of ESPP- The Basics

ESPP

Current offering period beginning in May 2005 will continue.

This offering period will terminate (as will all others) when the merger closes. Upon termination, all payroll contributions will purchase ESPP shares (at the lower of 85% of FMV on the new purchase date or the date on the beginning of the applicable offering period).

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