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NUAN > SEC Filings for NUAN > Form 8-K on 7-Oct-2011All Recent SEC Filings

Show all filings for NUANCE COMMUNICATIONS, INC.

Form 8-K for NUANCE COMMUNICATIONS, INC.


7-Oct-2011

Completion of Acquisition or Disposition of Assets


Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 6, 2011, Nuance Communications, Inc. ("Nuance") acquired Swype, Inc. ("Swype") pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 6, 2011, by and among Nuance, Sonic Acquisition Corporation, a wholly owned subsidiary of Nuance ("Sub"), Swype, and Adrian Smith, as the representative of the Company's shareholders, pursuant to which Sub will merge with and into Swype with Swype surviving as a wholly owned subsidiary of Nuance (the "Merger"). The aggregate consideration payable to the former shareholders of Swype consists of $102,500,000, of which $77,500,000 was paid at the closing and the remaining $25,000,000 (the "Contingent Consideration") is payable on the eighteen month anniversary of the closing. The Contingent Consideration is subject to certain adjustments and conditions, including the requirement that certain key executives not terminate their employment with Nuance or have their employment terminated for certain reasons. Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired

(1) The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

(1) The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K is required to be filed.

(d) Exhibits

2.1 Agreement and Plan of Merger, dated as of October 6, 2011, by and among Nuance, Sonic Acquisition Corporation, a wholly owned subsidiary of Nuance, Swype, and Adrian Smith, as the representative of the Company's shareholders.


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