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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 9, 2004
SCANSOFT, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-27038 94-3156479
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS 01960
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(Address of Principal Executive Offices) (Zip Code)
(978) 977-2000
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(Registrant's Telephone Number, Including Area Code)
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated August 9, 2004 by ScanSoft, Inc.
Item 12. Results of Operations and Financial Condition.
On August 9, 2004, ScanSoft, Inc. announced its financial results for the
fiscal quarter ended June 30, 2004. The press release and the reconciliation
contained therein, which have been attached as Exhibit 99.1 and incorporated
herein, disclose certain financial measures that may be considered non-GAAP
financial measures because they exclude amortization of acquisition-related
intangible assets, restructuring charges and non-cash stock compensation.
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 non-GAAP financial measures present a useful
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 ScanSoft's 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
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David A. Gerth
Chief Financial Officer
Date: August 9, 2004
EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press Release dated August 9, 2004.