NUAN Nuance Communications Inc

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

1 Wayside Road

Burlington, Massachusetts 01803 

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 565-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introduction

As previously disclosed, Nuance Communications, Inc., a Delaware corporation (“Nuance” or the “Company”), entered into an Agreement and Plan of Merger, dated as of April 11, 2021, (the “Merger Agreement”), with Microsoft Corporation, a Washington corporation (“Parent”), and Big Sky Merger Sub Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Parent. On March 4, 2022 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

At the effective time of the Merger (the “Effective Time”), subject to the terms and conditions of the Merger Agreement, each of the Company’s issued and outstanding shares of Common Stock, par value $0.001 per share (the “Shares”) (other than Shares (i) held by the Company as treasury stock, (ii) owned by Parent or Merger Sub or any of their respective direct or indirect wholly owned subsidiaries and (iii) held by stockholders who have neither voted in favor of adoption of the Merger Agreement nor consented thereto in writing and who have properly and validly exercised their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the DGCL, in each case immediately prior to the Effective Time), was cancelled and automatically converted into the right to receive from Parent $56.00 in cash per Share (the “Merger Consideration”), without interest.

Nuance employees (including the named executive officers) and non-employee directors held various Share-based equity awards, including time-vesting and performance-vesting restricted stock units, deferred stock units and stock options. At the Effective Time, and as more fully described in the Merger Agreement, vested awards held by Nuance employees were cancelled and automatically converted into the right to receive the Merger Consideration and unvested awards held by Nuance employees were generally converted into awards of Parent. For administrative convenience, the vesting of certain awards held by Nuance employees that were eligible to vest prior to May 31, 2022 was accelerated as of immediately prior to the Effective Time, and the awards were treated as vested Company Stock-Based Awards under the Merger Agreement. For additional information about the treatment of the foregoing awards, please see Nuance’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2021, which is incorporated herein by reference.

$2,844.5592 per $1,000 principal amount of 1.25% Convertible Notes. However, if a conversion occurs on or after the effective date of the Merger, and on or prior to the close of business on the business day immediately prior to April 1, 2022 (the “Fundamental Change Repurchase Date”), pursuant to Section 10.05 of the Indentures, holders shall be entitled to receive, upon conversion, $2,321.9504 per $1,000 principal amount of 1.00% Convertible Debentures and $2,863.9184 per $1,000 principal amount of 1.25% Convertible Notes.

The foregoing descriptions of the Supplemental Indentures do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the 1.00% Debentures Supplemental Indenture and 1.25% Notes Supplemental Indenture, which are included as Exhibits 4.1 and 4.2, respectively, hereto and incorporated into this Item 1.01 by reference.