Statistiques de base
| LEI | AEMSOT3SS15TNMJCE605 |
| CIK | 1002517 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nuance Communications Inc
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| February 13, 2023 |
NUAN / Nuance Communications Inc. / UBS OCONNOR LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Nuance Communications, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 67020Y100 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| March 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36056 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 S-8 POS 1 d264713ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. 333-236419, 333-229550, 333-224825, 333-215966, 333-211272, 333-201933, 333-188397, 333-182459, 333-179399, 333-178436, 333-164955, 333-157579, 333-153911, 333-151088, 333-151087, 333-148684, 333-145971, 333-143465, 333-142183, 333-141819, 333-134687, 333-128396, 333-124856, |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
Amended and Restated Certificate of Incorporation of Nuance Communications, Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUANCE COMMUNICATIONS, INC. ARTICLE I The name of the Corporation is Nuance Communications, Inc. ARTICLE II The registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808 and the name of its registered agent at that address is Corporation Service Company. ART |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
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 3, 2022 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commissi |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 S-8 POS 1 d264713ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. 333-236419, 333-229550, 333-224825, 333-215966, 333-211272, 333-201933, 333-188397, 333-182459, 333-179399, 333-178436, 333-164955, 333-157579, 333-153911, 333-151088, 333-151087, 333-148684, 333-145971, 333-143465, 333-142183, 333-141819, 333-134687, 333-128396, 333-124856, |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (?Supplemental Indenture?) dated as of March 4, 2022, between NUANCE COMMUNICATIONS, INC., a Delaware corporation (the ?Company?), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (successor in interest to U.S. Bank National Association), a national banking association, as trustee (the ?Trustee?). RECITALS OF THE COMPANY WHEREA |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 S-8 POS 1 d264713ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. 333-236419, 333-229550, 333-224825, 333-215966, 333-211272, 333-201933, 333-188397, 333-182459, 333-179399, 333-178436, 333-164955, 333-157579, 333-153911, 333-151088, 333-151087, 333-148684, 333-145971, 333-143465, 333-142183, 333-141819, 333-134687, 333-128396, 333-124856, |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. |
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| March 4, 2022 |
Amended and Restated Bylaws of Nuance Communications, Inc. Exhibit 3.2 BYLAWS OF NUANCE COMMUNICATIONS, INC. ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders of Nuance Communications, Inc. (the ?Corporation?) shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of t |
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| March 4, 2022 |
Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (?Supplemental Indenture?) dated as of March 4, 2022, between NUANCE COMMUNICATIONS, INC., a Delaware corporation (the ?Company?), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (successor in interest to U.S. Bank National Association), a national banking association, as trustee (the ?Trustee?). RECITALS OF THE COMPANY WHEREA |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 S-8 POS 1 d264713ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. 333-236419, 333-229550, 333-224825, 333-215966, 333-211272, 333-201933, 333-188397, 333-182459, 333-179399, 333-178436, 333-164955, 333-157579, 333-153911, 333-151088, 333-151087, 333-148684, 333-145971, 333-143465, 333-142183, 333-141819, 333-134687, 333-128396, 333-124856, |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 S-8 POS 1 d264713ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. 333-236419, 333-229550, 333-224825, 333-215966, 333-211272, 333-201933, 333-188397, 333-182459, 333-179399, 333-178436, 333-164955, 333-157579, 333-153911, 333-151088, 333-151087, 333-148684, 333-145971, 333-143465, 333-142183, 333-141819, 333-134687, 333-128396, 333-124856, |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 S-8 POS 1 d264713ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 4, 2022 Registration Nos. 333-236419, 333-229550, 333-224825, 333-215966, 333-211272, 333-201933, 333-188397, 333-182459, 333-179399, 333-178436, 333-164955, 333-157579, 333-153911, 333-151088, 333-151087, 333-148684, 333-145971, 333-143465, 333-142183, 333-141819, 333-134687, 333-128396, 333-124856, |
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| March 1, 2022 |
Submission of Matters to a Vote of Security Holders 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 1, 2022 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commissi |
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| February 14, 2022 |
NUAN / Nuance Communications Inc. / UBS OCONNOR LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) * Nuance Communications, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 67020Y100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 14, 2022 |
NUAN / Nuance Communications Inc. / COATUE MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
NUAN / Nuance Communications Inc. / VIKING GLOBAL INVESTORS LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 2) Nuance Communications, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 67020Y101 |
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| February 11, 2022 |
NUAN / Nuance Communications Inc. / Pentwater Capital Management LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 10, 2022 |
NUAN / Nuance Communications Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Nuance Communications Inc. Title of Class of Securities: Common Stock CUSIP Number: 67020Y100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 9, 2022 |
NUAN / Nuance Communications Inc. / Clearbridge Investments, LLC Passive Investment CUSIP NO. 67020Y100 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* NUANCE COMMUNICATIONS, INC. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 67020Y100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| February 7, 2022 |
Results of Operations and Financial Condition 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 7, 2022 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commi |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registr |
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| February 7, 2022 |
© 2022 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2022 First Quarter Results Press release February 7, 2022 Nuance Announces First Quarter 2022 Results BURLINGTON, Mass., February 7, 2022 - Nuance Communications, Inc. (NASDAQ: NUAN) today announced financial results for its first quarter ended December 31, 2021: ?GAAP revenue of $321.4 million and GAAP earnings per diluted share of $(0.18). ?Non-GAAP revenue of $321.4 million and non |
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| January 14, 2022 |
Table of Contents SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Definitive Proxy Statement ? Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240. |
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| November 18, 2021 |
Exhibit 4.5 Description of the Company?s Capital Stock The following is a description of the authorized capital stock of Nuance Communications, Inc. (the ?Company?). This summary is qualified by reference to the actual provisions of the Company?s Amended and Restated Certificate of Incorporation, as amended (the ?Charter?), and Amended and Restated Bylaws (the ?Bylaws?), copies of which have been |
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| November 18, 2021 |
Subsidiaries of the Registrant. Exhibit 21.1 The following is a list of subsidiaries of the Company as of September 30, 2021. Subsidiary Name Type Agnitio Corp. Delaware Domestic Caere Corporation Branch Mexico Delaware Domestic ComplyMD LLC Delaware Domestic Consolidated Enterprise Corporation Delaware Domestic Consolidated Healthcare Corporation Delaware Domestic Consolidated Imaging Corporation Delaware Domestic Ditech Networ |
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| November 18, 2021 |
© 2020 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2021 Fourth Quarter and Fiscal Year Results Press release November 18, 2021 Nuance Announces Fourth Quarter and Fiscal Year 2021 Results BURLINGTON, Mass., November 18, 2021 - Nuance Communications, Inc. (NASDAQ: NUAN) today announced financial results for its fourth quarter and fiscal year ended September 30, 2021: ?GAAP revenue of $333.1 million and GAAP earnings per diluted share o |
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| November 18, 2021 |
Results of Operations and Financial Condition 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): November 18, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Comm |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-27038 NUANCE COMMUNI |
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| November 18, 2021 |
Name: Number of Restricted Stock Units subject to Award: Date of Grant: Nuance Communications, Inc. |
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| September 29, 2021 |
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): September 29, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State of Other Jurisdiction of Incorporation) (Com |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registrant |
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| August 6, 2021 |
Results of Operations and Financial Condition 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): August 6, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commiss |
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| August 6, 2021 |
© 2020 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2021 Third Quarter Results Press release August 6, 2021 Nuance Announces Third Quarter 2021 Results BURLINGTON, Mass., August 6, 2021 - Nuance Communications, Inc. (NASDAQ: NUAN) today announced financial results for its third quarter ended June 30, 2021: ?GAAP revenue of $336.6 million and GAAP earnings per diluted share of $(0.09). ?Non-GAAP revenue of $336.6 million and non-GAAP ea |
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| July 2, 2021 |
Exhibit 10.1 Stay Bonus Agreement This Stay Bonus Agreement (this ?Agreement?) is entered into and effective as of DATE, by and between Nuance Communications, Inc. (together with its affiliates, the ?Company?), and NAME (?you?). Reference is made herein to the change of control and severance agreement between you and the Company as amended from time to time (the ?COC Agreement?). In consideration |
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| July 2, 2021 |
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): June 30, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 00-27038 94-3156479 (State or other jurisdiction of incorporation) (Commissio |
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| June 16, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 15, 2021 NUANCE COMMUNICATIONS, INC. |
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| June 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| June 4, 2021 |
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): June 1, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State of Other Jurisdiction of Incorporation) (Commissio |
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| June 4, 2021 |
Financial Statements and Exhibits, Other Events 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): June 1, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State of Other Jurisdiction of Incorporation) (Commissio |
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| June 1, 2021 |
Exhibit 99.2 Nuance Announces Agreements to Issue 4.2 million Shares of its Common Stock in Exchange for $102.2 million of its 1.00% Senior Convertible Debentures due 2035 BURLINGTON, Mass. ? May 28, 2021 ? Nuance Communications, Inc. (Nasdaq: NUAN) (the ?Company?) today announced that it entered into additional privately negotiated agreements with certain investors to exchange an aggregate of 4.2 |
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| June 1, 2021 |
Exhibit 99.1 Nuance Announces Agreements to Issue 17.9 million Shares of its Common Stock in Exchange for $354.8 million of its 1.00% Senior Convertible Debentures due 2035 and $64.9 million of its 1.50% Senior Convertible Debentures due 2035 BURLINGTON, Mass. ? May 26, 2021 ? Nuance Communications, Inc. (Nasdaq: NUAN) (the ?Company?) today announced that it entered into privately negotiated agree |
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| June 1, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 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): May 25, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State of Other Jurisdiction of Incorporation) (Commissio |
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| May 27, 2021 |
Exhibit 1.01 Conflict Minerals Report of the Company for the calendar year ended December 31, 2020 Exhibit 1.01 Nuance Communications, Inc. Conflict Minerals Report For The Year Ended December 31, 2020 This Conflict Minerals Report for the year ended December 31, 2020 (this ?CMR?) is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the ?Rule?), which require certain reporting and disclosure related to conflict minerals. ?Confl |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report NUANCE COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in its Charter) DE 001-36056 94-3156479 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 1 Wayside Road Burlington, Massachusetts 01803 (Address of Principal Execu |
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| May 17, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as perm |
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| May 10, 2021 |
Results of Operations and Financial Condition 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): May 10, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commissio |
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| May 10, 2021 |
© 2020 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2021 Second Quarter Results Press release May 10, 2021 Nuance Announces Second Quarter 2021 Results BURLINGTON, Mass., May 10, 2021 - Nuance Communications, Inc. (NASDAQ: NUAN) today announced financial results for its second quarter ended March 31, 2021: ?GAAP revenue of $347.0 million and GAAP earnings per diluted share of $0.04. ?Non-GAAP revenue of $347.0 million and non-GAAP earn |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registrant |
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| May 5, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permi |
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| April 13, 2021 |
Exhibit 99.3 NOTICE OF ABILITY TO CONVERT, ANTICIPATED FUNDAMENTAL CHANGE AND NON-STOCK CHANGE OF CONTROL Nuance Communications, Inc. 1.50% Senior Convertible Debentures due 2035 (the ?Notes?) CUSIP No. 67020YAG5* Reference is made to the Indenture, dated as of June 16, 2015 (as supplemented from time to time, the ?Indenture?), between Nuance Communications, Inc. (the ?Company?) and U.S. Bank Nati |
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| April 13, 2021 |
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): April 9, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State of Other Jurisdiction of Incorporation) (Commissi |
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| April 13, 2021 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among MICROSOFT CORPORATION, BIG SKY MERGER SUB INC. and NUANCE COMMUNICATIONS, INC. Dated as of April 11, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 1 1.1. Certain Definitions 1 1.2. Additional Definitions 17 1.3. Certain Interpretations 19 1.4. Disclosure Letters 20 ARTICLE II THE MERGER 21 2.1. The Merger |
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| April 13, 2021 |
Exhibit 3.1 NUANCE COMMUNICATIONS, INC. BYLAWS AMENDMENT The Bylaws of Nuance Communications, Inc. are hereby amended as set forth below: 1. Article II, Section 8. Section 8 of Article II of the Bylaws is hereby amended to delete such section in its entirety and replace it with the following: ?The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in pe |
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| April 13, 2021 |
Exhibit 99.1 NOTICE OF ABILITY TO CONVERT, ANTICIPATED FUNDAMENTAL CHANGE AND NON-STOCK CHANGE OF CONTROL Nuance Communications, Inc. 1.00% Senior Convertible Debentures due 2035 (the ?Notes?) CUSIP No. 67020YAK6 * Reference is made to the Indenture, dated as of December 7, 2015 (as supplemented from time to time, the ?Indenture?), between Nuance Communications, Inc. (the ?Company?) and U.S. Bank |
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| April 13, 2021 |
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): April 9, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State of Other Jurisdiction of Incorporation) (Commissi |
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| April 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 13, 2021 |
Exhibit 99.2 NOTICE OF ABILITY TO CONVERT, ANTICIPATED FUNDAMENTAL CHANGE AND NON-STOCK CHANGE OF CONTROL Nuance Communications, Inc. 1.25% Senior Convertible Notes due 2025 (the ?Notes?) CUSIP No. 67020YAN0* Reference is made to the Indenture, dated as of March 17, 2017 (as supplemented from time to time, the ?Indenture?), between Nuance Communications, Inc. (the ?Company?) and U.S. Bank National |
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| April 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 12, 2021 |
Microsoft accelerates industry cloud strategy for healthcare with the acquisition of Nuance EX-99.1 Exhibit 99.1 Microsoft accelerates industry cloud strategy for healthcare with the acquisition of Nuance Acquisition will combine solutions and expertise to deliver new cloud and AI capabilities across healthcare and other industries REDMOND, Wash., and BURLINGTON, Mass. – April 12, 2021 – Microsoft Corp (Nasdaq: MSFT) and Nuance Communications, Inc. (Nasdaq: NUAN) today announced they hav |
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| April 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 12, 2021 |
Financial Statements and Exhibits, Other Events 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): April 12, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State of Other Jurisdiction of Incorporation) (Commiss |
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| April 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 12, 2021 |
Microsoft accelerates industry cloud strategy for healthcare with the acquisition of Nuance Exhibit 99.1 Microsoft accelerates industry cloud strategy for healthcare with the acquisition of Nuance Acquisition will combine solutions and expertise to deliver new cloud and AI capabilities across healthcare and other industries REDMOND, Wash., and BURLINGTON, Mass. ? April 12, 2021 ? Microsoft Corp (Nasdaq: MSFT) and Nuance Communications, Inc. (Nasdaq: NUAN) today announced they have entere |
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| April 12, 2021 |
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): April 12, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State of Other Jurisdiction of Incorporation) (Commiss |
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| February 26, 2021 |
Item 6.Selected Consolidated Financial Data The following selected consolidated financial data is not necessarily indicative of the results of future operations and should be read in conjunction with ?Management?s Discussion and Analysis of Financial Condition and Results of Operations? and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10- |
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| February 26, 2021 |
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 26, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Comm |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 1) Nuance Communications, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 67020Y10 |
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| February 11, 2021 |
CUSIP NO. 67020Y100 13G Page 1 of 7 nuan20a6.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 67020Y100 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* NUANCE COMMUNICATIONS, INC. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 67020Y100 (CUSIP Number) December 31, 2020 (Date of Ev |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Nuance Communications Inc. Title of Class of Securities: Common Stock CUSIP Number: 67020Y100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registr |
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| February 8, 2021 |
Results of Operations and Financial Condition 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 8, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commi |
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| February 8, 2021 |
© 2020 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2021 First Quarter Results Press release February 8, 2021 Nuance Announces First Quarter 2021 Results •Strength in both Revenue and EPS, exceeding guidance range expectations •28% Healthcare Cloud Revenue growth with strength in Dragon Medical Cloud solutions •Record revenue quarter in Enterprise driven by Intelligent Engagement offerings •Announced acquisition of Saykara BURLINGTON, |
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| February 8, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 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) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Comm |
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| February 8, 2021 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION REVOLVING CREDIT AGREEMENT Dated as of February 4, 2021 Among NUANCE COMMUNICATIONS, INC. as Borrower, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, BARCLAYS BANK PLC, BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A. and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers, BARCLAYS BANK PLC, BOFA SECURITIES, INC., JPMORGAN CHA |
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| February 8, 2021 |
1 2021 First Quarter Results Prepared Remarks February 8, 2021 Exhibit 99.2 1 2021 First Quarter Results Prepared Remarks February 8, 2021 Prepared Remarks Nuance First Quarter 2021 Prepared Remarks and Earnings Conference Call We are providing these prepared remarks, in combination with the press release, to provide additional detail in advance of the quarterly conference call. These prepared remarks will not be read on the call. The conference call will beg |
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| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No. )* Nuance Communications Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 67020Y100 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 3, 2021 |
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 2, 2021 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) DE 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commission |
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| December 17, 2020 |
DEFA14A SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Definitive Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| December 17, 2020 |
DEF 14A Table of Contents SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☒ Definitive Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| November 19, 2020 |
Exhibit 10.10 Execution Version AMENDMENT NO. 1 (this “Amendment”), dated as of October 4, 2016, by and among NUANCE COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”), to the Revolving Credit Agreement dated as of April 15, 2016 (as amended, supplemented, amended and restated or otherw |
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| November 19, 2020 |
Exhibit 10.16 NUANCE COMMUNICATIONS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (the “Amendment”) amends the Employment Agreement that was entered into by and between Mark Benjamin (“Executive”) and Nuance Communications, Inc., a Delaware corporation (the “Company”) as of March 19, 2018 (the “Employment Agreement), as follows: 1. Change of Control. Section 7(c) of the Employment Agreeme |
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| November 19, 2020 |
Form of Amendment to Change of Control and Severance Agreement for Executive Officers.* Exhibit 10.8 NUANCE COMMUNICATIONS, INC. AMENDMENT TO CHANGE OF CONTROL AND SEVERANCE AGREEMENT - EVP This Amendment (the “Amendment”) amends the Change of Control and Severance Agreement that was entered into by and between [] (“Executive”) and Nuance Communications, Inc., a Delaware corporation (the “Company”) as of [] (the “Change of Control and Severance Agreement), as follows: 1. Time-Based E |
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| November 19, 2020 |
Exhibit 4.5 Description of the Company’s Capital Stock The following is a description of the authorized capital stock of Nuance Communications, Inc. (the “Company”). This summary is qualified by reference to the actual provisions of the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), and Amended and Restated Bylaws (the “Bylaws”), copies of which have been |
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| November 19, 2020 |
Subsidiaries of the Registrant. Exhibit 21.1 The following is a list of subsidiaries of the Company as of September 30, 2020. Subsidiary Name Type Agnitio Corp. Delaware Domestic Caere LLC Delaware Domestic ComplyMD LLC Delaware Domestic Consolidated Enterprise Corporation Delaware Domestic Consolidated Healthcare Corporation Delaware Domestic Consolidated Imaging Corporation Delaware Domestic Ditech Networks, Inc. Delaware Dome |
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| November 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-27038 NUANCE COMMUNI |
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| November 18, 2020 |
© 2020 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2020 Fourth Quarter and Fiscal Year Results Press release November 18, 2020 Nuance Announces Fourth Quarter and Fiscal Year 2020 Results ? Delivered Revenue and EPS at high end of guidance range ? Continued strength in Dragon Medical One and emerging cloud-based Healthcare offerings ? Announced divestiture of medical transcription and EHR Go-Live services ? Provided FY'21 guidance and |
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| November 18, 2020 |
1 2020 Fourth Quarter and Fiscal Year Results Prepared Remarks November 18, 2020 Exhibit 99.2 1 2020 Fourth Quarter and Fiscal Year Results Prepared Remarks November 18, 2020 Prepared Remarks Nuance Fourth Quarter and Fiscal Year 2020 Prepared Remarks and Earnings Conference Call We are providing these prepared remarks, in combination with the press release, to provide additional detail in advance of the quarterly conference call. These prepared remarks will not be read on the |
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| November 18, 2020 |
Results of Operations and Financial Condition 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): November 18, 2020 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Comm |
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| October 16, 2020 |
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): October 16, 2020 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 00-27038 94-3156479 (State or other jurisdiction of incorporation) (Commis |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Nuance Communications, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 67020Y101 (CUSIP Number) Jul |
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| August 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registrant |
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| August 5, 2020 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT AMENDMENT NO. 3, dated as of July 31, 2020 (this “Amendment”), to the Revolving Credit Agreement, dated as of April 15, 2016 (as amended by that certain Amendment No. 1, dated as of October 4, 2016, as further amended by that certain Amendment No. 2, dated as of September 12, 2019, and as further amended, restated |
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| August 5, 2020 |
1 2020 Third Quarter Results Prepared Remarks August 5, 2020 Exhibit 99.2 1 2020 Third Quarter Results Prepared Remarks August 5, 2020 Prepared Remarks Nuance Third Quarter of Fiscal Year 2020 Prepared Remarks and Earnings Conference Call We are providing these prepared remarks, in combination with the press release, to provide additional detail in advance of the quarterly conference call. These prepared remarks will not be read on the call. The conference |
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| August 5, 2020 |
© 2020 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2020 Third Quarter Results Press release August 5, 2020 Nuance Announces Third Quarter 2020 Results • Revenue and EPS exceeded high end of guidance • Continued strength from Dragon Medical and other cloud-based healthcare offerings • Raising our FY20 Revenue and Healthcare ARR guidance BURLINGTON, Mass., August 5, 2020 - Nuance Communications, Inc. (NASDAQ: NUAN) today announced finan |
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| August 5, 2020 |
Results of Operations and Financial Condition 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): August 5, 2020 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commiss |
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| August 5, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): July 31, 2020 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commiss |
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| May 29, 2020 |
Conflict Minerals Report of the Company for the calendar year ended December 31, 2019 Exhibit 1.01 Nuance Communications, Inc. Conflict Minerals Report For The Year Ended December 31, 2019 This Conflict Minerals Report for the year ended December 31, 2019 (this “CMR”) is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Rule”), which require certain reporting and disclosure related to conflict minerals. “Confl |
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| May 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report NUANCE COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-36056 94-3156479 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 1 Wayside Road Burlington, Massachusetts 01803 (Address of Principal |
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| May 8, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registrant |
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| May 7, 2020 |
Results of Operations and Financial Condition 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): May 7, 2020 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commission |
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| May 7, 2020 |
1 2020 Second Quarter Results Prepared Remarks May 7, 2020 Exhibit 99.2 1 2020 Second Quarter Results Prepared Remarks May 7, 2020 Prepared Remarks Nuance Second Quarter of Fiscal Year 2020 Prepared Remarks and Earnings Conference Call We are providing these prepared remarks, in combination with the press release, to provide additional detail in advance of the quarterly conference call. These prepared remarks will not be read on the call. The conference c |
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| May 7, 2020 |
© 2020 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2020 Second Quarter Results Press release May 7, 2020 Nuance Announces Second Quarter 2020 Results • Revenue and EPS exceeded high end of guidance • Strong growth in Dragon Medical One and other healthcare cloud-based offerings • Record revenue in Enterprise driven by Intelligent Engagement • Minimal COVID-19 impact to second quarter results • Revised full-year guidance due to COVID-1 |
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| March 20, 2020 |
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 20, 2020 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commiss |
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| March 20, 2020 |
Table of Contents PART II Item 6.Selected Consolidated Financial Data The following selected consolidated financial data is not necessarily indicative of the results of future operations and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this |
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| February 14, 2020 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2020 in connection with their beneficial ownership of Nuance Communications, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attac |
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| February 14, 2020 |
NUAN / Nuance Communications, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 Nuance Communications, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 67020Y100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| February 14, 2020 |
NUAN / Nuance Communications, Inc. / Clearbridge Investments, LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 05)* Nuance Communications, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 67020Y100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 14, 2020 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 13, 2020 |
As filed with the Securities and Exchange Commission on February 13, 2020 As filed with the Securities and Exchange Commission on February 13, 2020 Registration No. |
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| February 12, 2020 |
NUAN / Nuance Communications, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Nuance Communications Inc Title of Class of Securities: Common Stock CUSIP Number: 67020Y100 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| February 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registr |
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| February 7, 2020 |
Exhibit 10.2 Name: [•] Number of Target PSUs subject to Award: [•] Date of Grant: [•] Nuance Communications, Inc. 2020 Stock Incentive Plan Performance-Based Restricted Stock Unit Award Agreement This agreement, including any appendix, exhibit and/or addendum hereto (collectively, this “Agreement”), evidences an award (the “Award”) of performance-based restricted stock units granted by Nuance Comm |
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| February 7, 2020 |
Exhibit 10.1 Name: [•] Number of Restricted Stock Units subject to Award: [•] Date of Grant: [•] Nuance Communications, Inc. 2020 Stock Incentive Plan Restricted Stock Unit Award Agreement This agreement, including any appendix, exhibit and/or addendum hereto (collectively, this “Agreement”), evidences an award (the “Award”) of restricted stock units granted by Nuance Communications, Inc., a Delaw |
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| February 5, 2020 |
Financial Statements and Exhibits, Other Events 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 5, 2020 (February 5, 2020) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-27038 94-3156479 (State or other jurisdiction of in |
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| February 5, 2020 |
© 2020 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2020 First Quarter Results Press release February 5, 2020 Nuance Announces First Quarter 2020 Results • Revenue and EPS exceeded expectations • Strong growth in Dragon Medical cloud offerings • Record revenue quarter for Enterprise • Continued capital allocation progress with share repurchase and debt paydown • Raise full-year EPS guidance & reiterate revenue and ARR guidance BURLINGT |
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| February 5, 2020 |
Results of Operations and Financial Condition 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 5, 2020 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commi |
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| February 5, 2020 |
1 2020 First Quarter Results Prepared Remarks February 5, 2020 Exhibit 99.2 1 2020 First Quarter Results Prepared Remarks February 5, 2020 Prepared Remarks Nuance First Quarter of Fiscal Year 2020 Prepared Remarks and Earnings Conference Call We are providing these prepared remarks, in combination with the press release, to provide additional detail in advance of the quarterly conference call. These prepared remarks will not be read on the call. The conferenc |
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| February 5, 2020 |
Nuance Announces Redemption of 2.75% Senior Convertible Debentures due 2031 Nuance Communications, Inc. Nuance Announces Redemption of 2.75% Senior Convertible Debentures due 2031 BURLINGTON, Mass., February 5, 2020 - Nuance Communications, Inc. (NASDAQ: NUAN) today announced that it has issued a notice of redemption for all $46.568 million outstanding principal amount of its 2.75% Senior Convertible Debentures due 2031 (CUSIP No. 67020Y AF7) (the “Securities”) on March 1 |
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| January 30, 2020 |
NUAN / Nuance Communications, Inc. / VICTORY CAPITAL MANAGEMENT INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No. )* Nuance Communications Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 67020Y100 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| January 22, 2020 |
Exhibit 10.1 NUANCE COMMUNICATIONS, INC. 2020 STOCK PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3. ADMINISTRATION Th |
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| January 22, 2020 |
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): January 22, 2020 (January 22, 2020) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-27038 94-3156479 (State or other jurisdiction of in |
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| January 10, 2020 |
NUAN / Nuance Communications, Inc. DEFA14A - - DEFA14A DEFA14A SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Definitive Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| December 30, 2019 |
NUAN / Nuance Communications, Inc. DEFA14A - - DEFA14A DEFA14A SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Definitive Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| December 12, 2019 |
NUAN / Nuance Communications, Inc. DEFA14A - - DEFA14A DEFA14A SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Definitive Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| December 12, 2019 |
NUAN / Nuance Communications, Inc. DEF 14A - - DEF 14A DEF 14A Table of Contents SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☒ Definitive Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| November 26, 2019 |
Specimen Common Stock Certificate. Exhibit 4.5 Description of the Company’s Capital Stock The following is a description of the authorized capital stock of Nuance Communications, Inc. (the “Company”). This summary is qualified by reference to the actual provisions of the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), and Amended and Restated Bylaws (the “Bylaws”), copies of which have been |
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| November 26, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-27038 NUANCE COMMUNI |
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| November 26, 2019 |
Subsidiaries of the Registrant. Exhibit 21.1 The following is a list of subsidiaries of the Company as of September 30, 2019. Subsidiary Name Jurisdiction Type Agnitio Corp. Delaware Domestic Caere LLC Delaware Domestic Cerence AI LLC Delaware Domestic Cerence Inc. Delaware Domestic Cerence Operating Company Delaware Domestic Cognition Technologies, Inc. Delaware Domestic ComplyMD LLC Delaware Domestic Consolidated Enterprise Co |
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| November 26, 2019 |
Exhibit 10.9 Execution Version AMENDMENT NO. 1 (this “Amendment”), dated as of October 4, 2016, by and among NUANCE COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”), to the Revolving Credit Agreement dated as of April 15, 2016 (as amended, supplemented, amended and restated or otherwi |
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| November 26, 2019 |
NUANCE COMMUNICATIONS, INC. 2000 STOCK PLAN (Amended and Restated January 17, 2019) RESTRICTED STOCK UNIT AGREEMENT (A) Name of Grantee: (B) Number of Restricted Stock Units: (C) Grant Date: (D) Vesting Commencement Date: (E) Award Number: This Restricted Stock Unit Agreement, including any exhibit, appendix or addendum hereto (the “Agreement”), is made and entered into as of the date set forth in |
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| November 26, 2019 |
NUANCE COMMUNICATIONS, INC. 2000 STOCK PLAN (Amended and Restated January 17, 2019) RESTRICTED STOCK UNIT AGREEMENT (A) Name of Grantee: (B) Number of Restricted Stock Units: (C) Grant Date: (D) Vesting Commencement Date: (E) Award Number: This Restricted Stock Unit Agreement, including any exhibit, appendix or addendum hereto (the “Agreement”), is made and entered into as of the date set forth in |
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| November 20, 2019 |
1 2019 Fourth Quarter and Fiscal Year Results Prepared Remarks November 20, 2019 Exhibit 99.2 1 2019 Fourth Quarter and Fiscal Year Results Prepared Remarks November 20, 2019 Prepared Remarks Nuance Fourth Quarter and Fiscal Year 2019 Prepared Remarks and Earnings Conference Call We are providing these prepared remarks, in combination with the press release, to provide additional detail in advance of the quarterly conference call. These prepared remarks will not be read on the |
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| November 20, 2019 |
Results of Operations and Financial Condition 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): November 20, 2019 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Comm |
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| November 20, 2019 |
© 2019 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2019 Fourth Quarter and Fiscal Year Results Press release November 20, 2019 Nuance Announces Fourth Quarter and Fiscal Year 2019 Results • Revenue growth at high end of range, beating operating margin and EPS guidance • Strength in Dragon Medical cloud offerings, exceeding full-year ARR guidance with 38% growth • Successful completion of October 1st Automotive spin • Exited year as a |
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| November 6, 2019 |
Amended and Restated Bylaws of the Registrant. Exhibit 3.1 BYLAWS OF NUANCE COMMUNICATIONS, INC. (As Amended & Restated November 5, 2019) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 ARTICLE III DIRECTORS 8 MEETINGS OF THE BOARD OF DIRECTORS 9 COMMITTEES OF DIRECTORS 9 COMPENSATION OF DIRECTORS 10 REMOVAL OF DIRECTORS 10 ARTICLE IV NOTICES 10 ARTICLE V OFFICERS 10 THE CHAIRMAN OF THE BOARD 11 THE CHIEF EXECU |
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| November 6, 2019 |
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): November 6, 2019 (November 5, 2019) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-27038 94-3156479 (State or other jurisdiction of in |
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| October 7, 2019 |
NUANCE COMMUNICATIONS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 NUANCE COMMUNICATIONS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On October 1, 2019 (the "Separation Date"), Nuance Communications, Inc. (NASDAQ: NUAN) (“Nuance” or the “Company”), a leading provider of conversational AI, completed the previously announced separation of its automotive technology business (the “Business” or "Cerence"), into a separate, indepe |
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| October 7, 2019 |
Entry into a Material Definitive Agreement 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): October 7, 2019 (October 1, 2019) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) DE 000-27038 94-3156479 (State or other jurisdiction of incorporat |
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| October 2, 2019 |
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): September 30, 2019 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Co |
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| October 2, 2019 |
EX-10.1 Exhibit 10.1 TAX MATTERS AGREEMENT BY AND BETWEEN NUANCE COMMUNICATIONS, INC. AND CERENCE INC. DATED AS OF SEPTEMBER 30, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definition of Terms 1 ARTICLE II ALLOCATION OF TAX LIABILITIES 9 Section 2.01 Taxes 9 Section 2.02 Allocation of Taxes 10 ARTICLE III PREPARATION AND FILING OF TAX RETURNS 11 Section 3.01 Parent Returns 11 |
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| October 2, 2019 |
EX-10.5 Exhibit 10.5 TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of September 30, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II GRANT 2 ARTICLE III RESTRICTIONS 3 ARTICLE IV OWNERSHIP 4 ARTICLE V QUALITY CONTROL 4 ARTICLE VI REPRESENTATIONS AND WARRANTIES 5 ARTICLE VII INDEMNIFICATION 6 ARTICLE VIII TERM AND TERMINA |
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| October 2, 2019 |
Nuance Announces Completion of Spin-Off of Cerence EX-99.1 Exhibit 99.1 Nuance Announces Completion of Spin-Off of Cerence BURLINGTON, Mass., Oct. 1, 2019 (GLOBE NEWSWIRE) — Nuance Communications, Inc. (NASDAQ: NUAN), a leading provider of conversational AI, announced that it has completed the spin-off of Cerence Inc. (NASDAQ: CRNC) as of 5:00 p.m. ET today. As a result, Nuance and Cerence are now separate publicly traded companies. Cerence’s comm |
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| October 2, 2019 |
EX-10.4 Exhibit 10.4 INTELLECTUAL PROPERTY AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of September 30, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 1 ARTICLE II RECORDATION OF INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT AGREEMENTS Section 2.01. Intellectual Property Assignment Agreements 5 Section 2.02. Recordation 5 Section 2.03. Secu |
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| October 2, 2019 |
EX-2.1 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of September 30, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II THE SEPARATION 15 Section 2.01 Transfer of Assets and Assumption of Liabilities 15 Section 2.02 Certain Matters Governed Exclusively by Ancillary Agreements 18 Section |
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| October 2, 2019 |
EX-10.3 Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT By and Between NUANCE COMMUNICATIONS, INC. and CERENCE INC. Dated as of September 30, 2019 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 ARTICLE 2 GENERAL PRINCIPLES Section 2.01. SpinCo Employees 5 Section 2.02. Prepositioning of Transferring Employees 5 Section 2.03. Delayed Transfer Employees 6 Section 2.04. Collectively |
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| October 2, 2019 |
EX-10.2 Exhibit 10.2 TRANSITION SERVICES AGREEMENT by and between NUANCE COMMUNICATIONS, INC. and CERENCE OPERATING COMPANY Dated as of September 30, 2019 TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.01 Definitions 1 ARTICLE II Services 5 Section 2.01 Provision of Services 5 Section 2.02 Service Amendments and Additions 8 Section 2.03 Migration Projects 9 Section 2.04 No Management Aut |
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| September 30, 2019 |
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): September 30, 2019 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Co |
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| September 13, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 12, 2019 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Co |
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| September 13, 2019 |
EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT AMENDMENT NO. 2, dated as of September 12, 2019 (this “Amendment”), to the Revolving Credit Agreement, dated as of April 15, 2016 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among Nuance Communications, Inc., a Delaware corporation (the “Borrower”), t |
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| September 4, 2019 |
Nuance Board of Directors Declares EX-99.1 Exhibit 99.1 Nuance Board of Directors Declares Spin-Off Dividend of Cerence Shares Sets Record and Distribution Dates for Nuance Common Stockholders BURLINGTON, Mass., September 4, 2019 (GLOBE NEWSWIRE) — Nuance Communications, Inc. (NASDAQ: NUAN) (“Nuance”), a leading provider of conversational AI, today announced that its Board of Directors has declared a pro rata dividend of Cerence In |
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| September 4, 2019 |
Financial Statements and Exhibits, Other Events 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): September 4, 2019 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Com |
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| August 30, 2019 |
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): August 30, 2019 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commi |
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| August 14, 2019 |
EX-99.1 Cerence Inc. Investor Introduction Exhibit 99.1 Disclaimer Additional Information For additional information with respect to Cerence and the proposed spin-off, please refer to the Registration Statement on Form 10 that will be filed by Cerence with the Securities and Exchange Commission (“SEC”). The financial information included in this document may not necessarily reflect Cerence’s finan |
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| August 14, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 14, 2019 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commi |
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| August 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registrant |
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| August 7, 2019 |
© 2019 Nuance Communications, Inc. All rights reserved Exhibit 99.1 2019 Third Quarter Results Press release August 7, 2019 Nuance Announces Third Quarter 2019 Results • Exceeded margin and EPS expectations, delivering revenue near high end of range • Continued strength in cloud offerings across all strategic segments • Significant progress toward October 1st Automotive spin • Raise full-year EPS and operating margin guidance; Maintain full-year reven |
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| August 7, 2019 |
Results of Operations and Financial Condition 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): August 7, 2019 (August 7, 2019) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorp |
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| August 7, 2019 |
1 2019 Third Quarter Results Prepared Remarks August 7, 2019 Exhibit 99.2 1 2019 Third Quarter Results Prepared Remarks August 7, 2019 Prepared Remarks Nuance Third Quarter of Fiscal Year 2019 Prepared Remarks and Earnings Conference Call We are providing these prepared remarks, in combination with the press release, to provide additional detail in advance of the quarterly conference call. These prepared remarks will not be read on the call. The conference |
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| June 13, 2019 |
Fiscal Year Ended September 30, Exhibit 99.1 Item 6.Selected Consolidated Financial Data The following selected consolidated financial data is not necessarily indicative of the results of future operations and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this Annual Repor |
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| June 13, 2019 |
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): June 12, 2019 (June 12, 2019) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorpor |
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| May 30, 2019 |
Nuance Communications, Inc. Conflict Minerals Report For The Year Ended December 31, 2018 Exhibit 1.01 Nuance Communications, Inc. Conflict Minerals Report For The Year Ended December 31, 2018 This Conflict Minerals Report for the year ended December 31, 2018 (this “CMR”) is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), which requires certain reporting and disclosure related to conflict minerals. “Conflict minerals” are currentl |
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| May 30, 2019 |
NUAN / Nuance Communications, Inc. SD - - SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report NUANCE COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-36056 94-3156479 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 1 Wayside Road Burlington, Massachusetts 01803 (Address of Principal |
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| May 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2019 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registrant |
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| May 9, 2019 |
Form of Indemnification Agreement INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this [•] day of [•], between Nuance Communications, Inc. |
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| May 8, 2019 |
1 2019 second quarter results Prepared remarks May 8, 2019 Exhibit 99.2 1 2019 second quarter results Prepared remarks May 8, 2019 Prepared Remarks Nuance Second Quarter of Fiscal Year 2019 Prepared Remarks and Earnings Conference Call We are providing these prepared remarks, in combination with the press release, to provide additional detail in advance of the quarterly conference call. These prepared remarks will not be read on the call. The conference c |
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| May 8, 2019 |
Results of Operations and Financial Condition 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): May 8, 2019 (May 8, 2019) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporatio |
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| May 8, 2019 |
Exhibit 99.1 2019 second quarter results Press release May 8, 2019 Press Release Nuance Announces Second Quarter 2019 Results • Delivered revenue at high end of expectations and EPS above expectations • Continued strength in Dragon Medical, Automotive and Enterprise cloud offerings • Significant progress in strategic and operational initiatives • Maintains full-year revenue guidance; raises full-y |
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| April 8, 2019 |
Form 8-K 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): April 8, 2019 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 00-27038 94-3156479 (State or other jurisdiction of incorporation) ( |
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| April 8, 2019 |
Nuance Appoints Robert Dahdah as Executive Vice President and Chief Revenue Officer EX-99.1 Exhibit 99.1 Nuance Appoints Robert Dahdah as Executive Vice President and Chief Revenue Officer BURLINGTON, Mass., April 8, 2019 – Nuance Communications, Inc. (NASDAQ: NUAN), a leading provider of conversational AI and ambient intelligence solutions, today announced that it has appointed Robert Dahdah as Executive Vice President and Chief Revenue Officer. Mr. Dahdah joins the team from Be |
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| February 14, 2019 |
NUAN / Nuance Communications, Inc. / Clearbridge Investments, LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 04)* Nuance Communications, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 67020Y100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 14, 2019 |
NUAN / Nuance Communications, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Nuance Communications Inc (Name of Issuer) Common Stock (Title of Class of Securities) 67020Y100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| February 14, 2019 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2019 in connection with their beneficial ownership of Nuance Communications Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attach |
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| February 14, 2019 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 11, 2019 |
NUAN / Nuance Communications, Inc. / VANGUARD GROUP INC Passive Investment nuancecommunicationsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Nuance Communications Inc Title of Class of Securities: Common Stock CUSIP Number: 67020Y100 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the ap |
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| February 8, 2019 |
NUAN / Nuance Communications, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2018 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registr |
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| February 7, 2019 |
1 2019 first quarter results Prepared remarks February 7, 2019 Exhibit 99.2 1 2019 first quarter results Prepared remarks February 7, 2019 Prepared Remarks Nuance First Quarter of Fiscal Year 2019 Prepared Remarks and Investor Conference Call Nuance is providing these prepared remarks, in combination with its press release, to provide shareholders and analysts additional time and detail for analyzing our results in advance of our quarterly conference call and |
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| February 7, 2019 |
Exhibit 99.1 2019 first quarter results Press release February 7, 2019 Press Release Nuance Announces First Quarter 2019 Results – Exceeded Revenue, EPS and Margin Expectations – Raises Guidance for Full-year Operating Margin and EPS – for Continuing Operations – Completed Imaging Sale Post Quarter – Automotive Spin-off On Track BURLINGTON, Mass., February 7, 2019 - Nuance Communications, Inc. (NA |
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| February 7, 2019 |
Results of Operations and Financial Condition 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 7, 2019 (February 7, 2019) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of in |
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| February 7, 2019 |
NUAN / Nuance Communications, Inc. S-8 S-8 As filed with the Securities and Exchange Commission on February 7, 2019 Registration No. |
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| February 7, 2019 |
Amended and Restated 2000 Stock Plan EX-4.1 EXHIBIT 4.1 NUANCE COMMUNICATIONS, INC. 2000 STOCK PLAN (As Amended and Restated January 17, 2019) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan |
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| February 5, 2019 |
NUANCE COMMUNICATIONS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EXHIBIT 99.1 NUANCE COMMUNICATIONS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On February 1, 2019, we completed the previously announced sale of our Document Imaging division (the "Business") to Project Leopard AcquireCo Limited (the “Buyer”), an affiliate of Kofax, Inc. The net proceeds received at the closing for the Business were approximately $390 million, after esti |
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| February 5, 2019 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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 1, 2019 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36056 94-3156479 (State or other jurisdiction of incorporation) (Commi |
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| February 1, 2019 |
EXHIBIT 99.1 Nuance Communications, Inc. Nuance Completes Sale of NDI February 1, 2019 Nuance Completes Sale of Document Imaging Division to Kofax BURLINGTON, Mass., February 1, 2019 – Nuance Communications, Inc. (NASDAQ: NUAN) today announced the company has completed the sale of its Document Imaging division to Kofax, Inc. for $400 million, as previously announced. The sale allows Nuance to focu |
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| February 1, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 1, 2019 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Commi |
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| February 1, 2019 |
NUAN / Nuance Communications, Inc. / VICTORY CAPITAL MANAGEMENT INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No. )* Nuance Communications Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 67020Y100 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| January 17, 2019 |
Nuance Communications, Inc. 20 EX-10.1 Exhibit 10.1 NUANCE COMMUNICATIONS, INC. 2000 STOCK PLAN (As Amended and Restated January 17, 2019) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Pla |
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| January 17, 2019 |
Form 8-K 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): January 17, 2019 (January 17, 2019) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdict |
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| January 4, 2019 |
NUAN / Nuance Communications, Inc. DEFA14A DEFA14A SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Definitive Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| December 4, 2018 |
NUAN / Nuance Communications, Inc. DEFA14A DEFA14A SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Definitive Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| December 4, 2018 |
NUAN / Nuance Communications, Inc. DEF 14A DEF 14A Table of Contents SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☒ Definitive Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| November 20, 2018 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiary Name Jurisdiction Type Agnitio Corp. Delaware Domestic ART Advanced Recognition Technologies, Inc. Delaware Domestic Caere Corporation Delaware Domestic Cognition Technologies, Inc. Delaware Domestic Consolidated Enterprise Corporation Delaware Domestic Consolidated Healthcare Corporation Delaware Domestic Consolidated Imaging Corporation Delaware Domestic Consolidated Mobi |
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| November 20, 2018 |
Registrant’s Code of Business Conduct and Ethics Exhibit 14.1 Nuance Communications, Inc. Code of Business Conduct and Ethics (Effective September 15, 2015, modified June 7, 2017) Policy The Board of Directors of Nuance Communications, Inc. (the "Company") has adopted this Code of Business Conduct and Ethics (this "Code") for its directors, officers and employees (collectively, "Employees"). All Employees are expected to read and understand this |
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| November 20, 2018 |
Exhibit 10.16 NUANCE COMMUNICATIONS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Daniel Tempesta (“Executive”) and Nuance Communications, Inc., a Delaware corporation (the “Company”), effective as of the later date on the signature page of this Agreement (the “Effective Date”). RECITALS 1. T |
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| November 20, 2018 |
NUAN / Nuance Communications, Inc. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-27038 NUANCE COMMUNI |
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| November 20, 2018 |
Amended and Restated Bylaws of the Registrant. Exhibit 3.4 BYLAWS OF NUANCE COMMUNICATIONS, INC. (As Amended & Restated November 7, 2018) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 ARTICLE III DIRECTORS 11 MEETINGS OF THE BOARD OF DIRECTORS 12 COMMITTEES OF DIRECTORS 13 COMPENSATION OF DIRECTORS 13 REMOVAL OF DIRECTORS 14 ARTICLE IV NOTICES 14 ARTICLE V OFFICERS 14 THE CHAIRMAN OF THE BOARD 15 THE CHIEF EX |
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| November 19, 2018 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): November 19, 2018 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) (Comm |
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| November 19, 2018 |
Nuance Communications, Inc. November 19, 2018 Nuance to Spin Off Its Automotive Unit Exhibit 99.3 Nuance Communications, Inc. November 19, 2018 Nuance to Spin Off Its Automotive Unit Nuance Announces Plan to Spin Off Its Automotive Segment to Shareholders as a Separate Public Company BURLINGTON, Mass., November 19, 2018 - Nuance Communications, Inc. (NASDAQ: NUAN) today announced its intention to spin off its Automotive business segment into a new, independent, publicly traded com |
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| November 19, 2018 |
Exhibit 99.1 2018 fourth quarter and fiscal year results Press release November 19, 2018 Press Release Nuance Announces Fourth Quarter and Fiscal Year 2018 Results – Exceeded Non-GAAP Revenue, EPS, Cash Flow and Margin Expectations – Announced Strategic Actions after Comprehensive Portfolio Reviews – Implemented Significant Changes to Corporate Governance – Executed Share Repurchases and Debt Payd |
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| November 19, 2018 |
1 2018 fourth quarter and fiscal year results Prepared remarks November 19, 2018 Exhibit 99.2 1 2018 fourth quarter and fiscal year results Prepared remarks November 19, 2018 Prepared Remarks Nuance Fourth Quarter and Fiscal Year 2018 Nuance is providing these prepared remarks, in combination with its press release, to provide shareholders and analysts additional time and detail for analyzing our results in advance of our quarterly conference call and live webcast. These prepa |
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| November 14, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 14, 2018 (November 11, 2018) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of |
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| November 14, 2018 |
Exhibit 2.1 SALE AGREEMENT by and between NUANCE COMMUNICATIONS, INC. and PROJECT LEOPARD ACQUIRECO LIMITED Dated as of November 11, 2018 SALE AGREEMENT Table of Contents (This Table of Contents is for convenience of reference only and is not intended to define, limit or describe the scope or intent of any provision of this Sale Agreement.) Page ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION Section |
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| November 9, 2018 |
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): November 9, 2018 (November 7, 2018) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of in |
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| November 9, 2018 |
Amended and Restated Bylaws of Nuance Communications, Inc. Exhibit 3.1 BYLAWS OF NUANCE COMMUNICATIONS, INC. (As Amended & Restated November 7, 2018) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 ARTICLE III DIRECTORS 13 MEETINGS OF THE BOARD OF DIRECTORS 14 COMMITTEES OF DIRECTORS 15 COMPENSATION OF DIRECTORS 16 REMOVAL OF DIRECTORS 16 ARTICLE IV NOTICES 16 ARTICLE V OFFICERS 16 THE CHAIRMAN OF THE BOARD 17 THE CHIEF EX |
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| September 13, 2018 |
8-K 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): September 13, 2018 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 00-27038 94-3156479 (State or other jurisdiction of incorporation) ( |
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| September 13, 2018 |
SEPARATION & RELEASE AGREEMENT EX-99.1 Exhibit 99.1 SEPARATION & RELEASE AGREEMENT This Separation & Release Agreement (the “Agreement”) is made by and between Nuance Communications, Inc., a Delaware corporation (the “Company”) and Satish Maripuri (“Executive”). The Company and Executive are sometimes referred to collectively as the “Parties” and individually as a “Party.” WHEREAS, Executive is employed by the Company and is a |
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| September 12, 2018 |
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): September 12, 2018 (September 10, 2018) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction o |
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| August 9, 2018 |
Amended and Restated 1995 Directors Stock Plan (as amended and restated June 25, 2018).* Exhibit 10.3 NUANCE COMMUNICATIONS, INC. 1995 DIRECTORS’ STOCK PLAN As Amended and Restated June 25, 2018 1.Purposes of the Plan. The purposes of this Directors’ Stock Plan are to attract and retain the best available personnel for service as Directors of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued ser |
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| August 9, 2018 |
Form of Change of Control and Severance Agreement for Executive Officers.* Exhibit 10.2 NUANCE COMMUNICATIONS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT - SVP This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between [] (“Executive”) and Nuance Communications, Inc., a Delaware corporation (the “Company”), effective as of the later date on the signature page of this Agreement (the “Effective Date”). RECITALS 1. The Compe |
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| August 9, 2018 |
NUAN / Nuance Communications, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2018 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of registrant |
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| August 8, 2018 |
Results of Operations and Financial Condition 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): August 8, 2018 (August 8, 2018) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorp |
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| August 8, 2018 |
Exhibit 99.1 2018 third quarter results Press release August 8, 2018 Press Release Nuance Announces Third Quarter 2018 Results Delivers Strong Performance Across Several Key Financial Metrics Announces $500 Million Share Repurchase Program, $150 Million Debt Repayment Portfolio and Business Review Proceeding as Planned BURLINGTON, Mass., August 8, 2018 - Nuance Communications, Inc. (NASDAQ: NUAN) |
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| August 8, 2018 |
1 2018 third quarter results Prepared remarks August 8, 2018 Exhibit 99.2 1 2018 third quarter results Prepared remarks August 8, 2018 Prepared Remarks - Nuance Third Quarter Fiscal Year 2018 Nuance is providing these prepared remarks, in combination with its press release and a live, webcast conference call, to provide shareholders and analysts additional time and detail for analyzing our results in advance of our quarterly conference call. These prepared |
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| June 26, 2018 |
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): June 26, 2018 (June 25, 2018) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorpor |
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| June 26, 2018 |
Amended and Restated Bylaws of Nuance Communications, Inc. Exhibit 3.1 BYLAWS OF NUANCE COMMUNICATIONS, INC. (As Amended & Restated June 25, 2018) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 ARTICLE III DIRECTORS 10 MEETINGS OF THE BOARD OF DIRECTORS 11 COMMITTEES OF DIRECTORS 12 COMPENSATION OF DIRECTORS 12 REMOVAL OF DIRECTORS 13 ARTICLE IV NOTICES 13 ARTICLE V OFFICERS 13 THE CHAIRMAN OF THE BOARD 14 THE CHIEF EXECU |
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| May 31, 2018 |
NUAN / Nuance Communications, Inc. SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report NUANCE COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-36056 94-3156479 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 1 Wayside Road Burlington, Massachusetts 01803 (Address of Principal |
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| May 31, 2018 |
Conflict Minerals Report of Company for the calendar year ended December 31, 2017. Exhibit 1.01 Nuance Communications, Inc. Conflict Minerals Report For The Year Ended December 31, 2017 This Conflict Minerals Report for the year ended December 31, 2017 (this “CMR”) is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), which requires certain reporting and disclosure related to conflict minerals. “Conflict minerals” are currentl |
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| May 10, 2018 |
NUAN / Nuance Communications, Inc. S-8 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 NUANCE COMMUNICATIONS, INC. (Exact name of Registrant as specified in its charter) Delaware 94-3156479 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 1 Wayside Road Burlington, Massachusetts 01803 (7 |
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| May 10, 2018 |
Separation & Release Agreement between the Registrant and Paul Ricci dated April 19, 2018 Exhibit 10.3 SEPARATION & RELEASE AGREEMENT This Separation & Release Agreement (the “Agreement”) is made by and between Nuance Communications, Inc., a Delaware corporation (the “Company”) and Paul A. Ricci (“Executive”). The Company and Executive are sometimes referred to collectively as the “Parties” and individually as a “Party.” WHEREAS, Executive has agreed to enter this Agreement whereby Exe |
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| May 10, 2018 |
NUAN / Nuance Communications, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27038 NUANCE COMMUNICATIONS, INC. (Exact name of r |
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| May 9, 2018 |
1 2018 second quarter results Prepared remarks May 9, 2018 Exhibit 99.2 1 2018 second quarter results Prepared remarks May 9, 2018 Prepared Remarks Nuance Second Quarter Fiscal Year 2018 Nuance is providing these prepared remarks, in combination with its press release and live, webcast conference call, to provide shareholders and analysts additional time and detail for analyzing our results in advance of our quarterly conference call. These prepared remar |
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| May 9, 2018 |
© 2018 Nuance Communications, Inc. All rights reserved. Exhibit 99.1 2018 second quarter results Press release May 9, 2018 Press Release Nuance Announces Second Quarter 2018 Results Delivers Organic Revenue Growth, Non-GAAP Revenue and Earnings in Line with Guidance, and Strong Cash Flow from Operations – GAAP revenue of $514.2 million, up 3% over prior year – Non-GAAP revenue of $518.3 million, up 1% over prior year – Organic revenue growth of 1% over |
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| May 9, 2018 |
Results of Operations and Financial Condition 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): May 9, 2018 (May 9, 2018) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporatio |
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| April 25, 2018 |
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): April 25, 2018 (April 19, 2018) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorp |
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| March 22, 2018 |
Exhibit 10.1 NUANCE COMMUNICATIONS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into by and between Mark Benjamin (“Executive”) and Nuance Communications, Inc., a Delaware corporation (the “Company”), as of March 19, 2018, with Executive’s employment to commence on April 23, 2018 or such earlier date as may be mutually agreed (the actual employment com |
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| March 22, 2018 |
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 22, 2018 (March 19, 2018) NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorp |
