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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 6, 2002.
SCANSOFT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-27038 94-3156479
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
9 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS 01960
Address of principal executive offices
(978) 977-2000
Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURES
This Current Report on Form 8-K (the "Report") is filed by ScanSoft,
Inc., a Delaware corporation (the "Registrant").
ScanSoft Negotiates Payment Agreement with Robert Teresi
Payment Due Former CEO of Caere Will Be Paid Out Over Two Years
PEABODY, MASS., MARCH 6, 2002 - ScanSoft, Inc. (Nasdaq: SSFT), a leading
supplier of imaging, speech and language solutions, today announced that the
company and Robert Teresi, the former president and CEO of Caere Corporation and
currently a director of ScanSoft, have signed a deferred payment agreement on
terms favorable to ScanSoft.
As a term of the Caere acquisition on March 13, 2000, ScanSoft entered into a
non-competition and consulting agreement with Mr. Teresi whereby it agreed to
pay on March 13, 2002, an amount valued at approximately $4.1 million at the
time of the acquisition.
Under the agreement announced today, ScanSoft will pay Mr. Teresi $1 million in
cash immediately, with the remainder payable in equal, quarterly installments of
approximately $410,000 over the next two years. The total consideration of this
agreement was accounted for in the original Caere purchase price and will have
no effect on current operating income. In addition, Mr. Teresi's options to
purchase 829,000 shares that were assumed as part of the Caere acquisition were
canceled unexercised effective March 5, 2002.
Chairman and CEO of ScanSoft Paul Ricci stated, "We are pleased to have reached
this agreement with Bob Teresi, on terms that are favorable to ScanSoft. The new
agreement affords ScanSoft added flexibility to pursue its growth opportunities
and demonstrates Bob's faith in management's ability to execute on its strategy.
We look forward to his continued, valuable contributions to our Board."
ABOUT SCANSOFT, INC.
ScanSoft, Inc. (Nasdaq: SSFT) is the leading supplier of imaging, speech and
language solutions that are used to automate a wide range of manual processes -
saving time, increasing worker productivity and improving customer service. For
more information regarding ScanSoft products and technologies, please visit
www.scansoft.com.
ScanSoft is a registered trademarks or trademarks of ScanSoft, Inc. in the
United States and other countries. All other company or product names mentioned
herein may be trademarks of their respective owners.
The statements in this press release that relate to future plans, events
or performances are forward-looking statements that involve risks and
uncertainties, including risks associated with market trends, competitive
factors, and other risks identified in the Company's SEC filings. Actual
results, event and performance may differ materially. Readers are cautioned not
to put undue reliance on these forward-looking statements that speak only as of
the date hereof.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
99.1 Termination Agreement dated March 5, 2002, by and
between ScanSoft, Inc., a Delaware corporation
("ScanSoft") and Robert Teresi ("Teresi").
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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.
SCANSOFT, INC.
/s/ Gerald C. Kent, Jr.
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Gerald C. Kent, Jr., Vice President, Chief
Accounting Officer & Controller (Principal
Accounting Officer)
Date: March 7, 2002
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