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NUAN > SEC Filings for NUAN > Form 8-K on 5-Jun-2013All Recent SEC Filings

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Form 8-K for NUANCE COMMUNICATIONS, INC.


5-Jun-2013

Completion of Acquisition or Disposition of Assets, Financial Stateme


Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 31, 2013, Nuance Communications, Inc. ("Nuance") acquired the assets of the Tweddle Group, Inc., a Michigan corporation ("TGI"), and Tweddle Group Technologies, LLC, a Michigan limited liability company ("TGT" and together with TGI, "Sellers"), constituting the Technology Solutions Segment of the Sellers pursuant to an Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of May 24, 2013, by and among Nuance, Telluride, Inc., a Delaware corporation and a wholly owned subsidiary of Nuance, Sellers, The Andrew M. Tweddle Revocable Living Trust and Andrew M. Tweddle. The aggregate consideration payable to Sellers was $80,045,000, subject to adjustment as provided in the Asset Purchase Agreement.

The foregoing description of the acquisition and the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.



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 Asset Purchase Agreement, dated as of May 24, 2013, by and among Nuance, Telluride, Inc., Tweddle Group, Inc., Tweddle Group Technologies, LLC, The Andrew M. Tweddle Revocable Living Trust and Andrew M. Tweddle.


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