Form 8-K
Table of Contents

 

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

 

 

April 24, 2003

(Date of earliest event reported)

 


 

NUANCE COMMUNICATIONS, INC.


(Exact name of registrant as specified in charter)

 

 

Delaware

 

000-30203

 

94-3208477


(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

1005 Hamilton Court, Menlo Park, California

  

94025

    

(Address of principal executive offices)

  

(Zip Code)

    

 

 

Registrant’s telephone number, including area code:

 

(650) 847-0000


 

 

Not Applicable


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


Table of Contents

 

TABLE OF CONTENTS

 

ITEM 7.    FINANCIAL INFORMATION AND EXHIBITS

  

3

ITEM 9.    REGULATION FD DISCLOSURE

  

3

SIGNATURES

  

4

EXHIBIT INDEX

  

5

EXHIBIT 99.1

    

 

2


Table of Contents

 

ITEM 7:    FINANCIAL INFORMATION AND EXHIBITS

 

(c)  Exhibits:

 

Exhibit No.


  

Exhibit Description


99.1

  

Press release issued by the Registrant, dated as of April 24, 2003

 

ITEM 9:    REGULATION FD DISCLOSURE

 

The information contained in this Item 9 of this Current Report on Form 8-K is being furnished pursuant to “Item 12. Results of Operations and Financial Condition” in accordance with SEC Release No. 33-8216.

 

On April 24, 2003, the Registrant issued a press release announcing its financial results for the quarterly period ended March 31, 2003. A copy of the earnings release is attached as Exhibit 99.1.

 

Nuance’s Consolidated Statements of Operations presents non-GAAP (Generally Accepted Accounting Principles) net loss excluding special items and net loss per share (basic and diluted) excluding special items in addition to the presentation of such results in accordance with GAAP. The special items include non-cash compensation expense and restructuring charges (credits). These special items are not necessarily representative of Nuance’s core operations and Nuance management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the impact of the special items on Nuance’s net loss and net loss per share. Nuance management also uses non-GAAP measurements in certain internal management analyses as the resulting metrics provide useful information regarding the company’s core operations.

 

3


Table of Contents

 

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, thereunto duly authorized.

 

Date: April 24, 2003

 

Nuance Communications, Inc.

   

(Registrant)

   

/s/    Karen Blasing


   

Karen Blasing

   

Vice President and Chief Financial Officer

   

(Principal Financial and Accounting Officer)

 

4


Table of Contents

 

EXHIBIT INDEX

 

Exhibit No.


  

Title


99.1

  

Press release issued by the Registrant, dated as of April 24, 2003

 

5