-------------------------------------------------------------------------------- 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, 2004 SCANSOFT, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 000-27038 94-3156479 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 9 CENTENNIAL DRIVE PEABODY, MASSACHUSETTS 01960 ---------------------------- (Address of Principal Executive Offices) (Zip Code) (978) 977-2000 ---------------- (Registrant's Telephone Number, Including Area Code) Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated February 26, 2004 by ScanSoft, Inc. Item 12. Results of Operations and Financial Condition. On February 26, 2004, ScanSoft, Inc. announced its financial results for the fiscal quarter and full year ended December 31, 2003. The press release and the reconciliation contained therein, which has been attached as Exhibit 99.1, discloses certain financial measures that exclude acquisition-related amortization and restructuring charges that may be considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States. These non-GAAP financial measures are provided to enhance the user's overall understanding of ScanSoft's current financial performance and ScanSoft's prospects for the future. Management believes that these measures present a more representative measure of ScanSoft's operating performance because they exclude identified non-cash and restructuring charges. Management uses these measures for evaluating historical performance and for forecasting and planning for future periods. These measures, however, should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with generally accepted accounting principles. The non-GAAP measures included in our press release have been reconciled to the nearest GAAP measure. The information in this Form 8-K and the Exhibit attached hereto is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SCANSOFT, INC. By: /s/ David A. Gerth ---------------------------------- David A. Gerth Chief Financial Officer Date: February 26, 2004 EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Press Release dated February 26, 2004.