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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nuance Communications Inc | NASDAQ:NUAN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 55.99 | 56.00 | 56.00 | 0 | 01:00:00 |
Delaware
|
|
94-3156479
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☐
|
|
Emerging growth company
|
|
☐
|
|
|
|
|
Smaller reporting company
|
|
☐
|
Title of Securities
to be Registered
|
Amount
to be
Registered (1)
|
Proposed
Maximum
Offering Price
Per Share(2)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee (3)
|
Common Stock, $0.001 par value per share, to be issued pursuant to the Company’s 2020 Stock Plan
|
14,034,596(4)
|
$21.89
|
$307,217,306.44
|
$39,877
|
Common Stock, $0.001 par value per share, underlying outstanding awards under the Prior Plans
|
10,309,633(5)
|
$21.89
|
$225,677,866.37
|
$29,299
|
Total
|
24,344,229
|
$21.89
|
$532,895,172.81
|
$69,170
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional shares of the Registrant’s common stock (the “Common Stock”) that become issuable under the above listed plans by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of the Common Stock.
|
(2)
|
Estimated solely for the purpose of computing the registration fee and based on the average high and low sale prices of the Common Stock as reported on the Nasdaq Global Select Market on February 7, 2020 in accordance with Rule 457 under the Securities Act.
|
(3)
|
The amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act and was determined by multiplying the Proposed Maximum Offering Price Per Share by 0.0001298.
|
(4)
|
Shares of Common Stock reserved for issuance under the Registrant’s 2020 Stock Plan (the “2020 Plan”) consists of (a) 9,000,000 shares of Common Stock reserved for future issuance under the 2020 Plan (b) 5,034,596 shares of Common Stock previously reserved but unissued under the Registrant’s 2000 Stock Plan and the 1995 Directors’ Stock Plan, in each case, as amended and/or amended and restated (the “Prior Plans”) that are now available for issuance under the 2020 Plan, as well as shares of Common Stock that may again become available for delivery with respect to awards under the 2020 Plan pursuant to the share counting, share recycling and other terms and conditions of the 2020 Plan.
|
(5)
|
Represents shares of Common Stock reserved for issuance pursuant to outstanding restricted stock units and performance stock units under the Prior Plans as of the date of this Registration Statement. Any such shares of Common Stock that (i) are subject to such equity awards under the Prior Plans that cease to be subject to such equity awards by forfeiture or otherwise, (ii) were or are issued under the Prior Plans pursuant to the vesting of such equity awards and are forfeited or repurchased at the original issue price, or (iii) are subject to such equity awards under the Prior Plans and are withheld to satisfy tax withholding obligations relating to any awards will be available for issuance under the 2020 Plan.
|
|
(a)
|
The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 filed with the Commission on November 26, 2019.
|
|
(b)
|
The Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 filed with the Commission on February 7, 2020.
|
|
(c)
|
The Registrant’s Current Reports on Form 8-K filed with the Commission on October 2, 2019, October 7, 2019, November 7, 2019, January 22, 2020, and February 5, 2020.
|
|
(d)
|
All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since September 30, 2019 (except to the extent information contained in Current Reports on Form 8-K therein that is furnished and not filed).
|
|
(e)
|
The description of the Registrant’s Common Stock to be offered hereby contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on October 20, 1995, including any further amendments or reports filed with the Commission for the purpose of updating such description.
|
|
a.
|
The undersigned Registrant hereby undertakes:
|
||||||
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
||||||
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
||||||
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
|
||||||
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
||
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
||
|
b.
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
|
|
Nuance Communications, Inc.
|
||
|
|
|
By:
|
|
/s/ Mark Benjamin
|
|
|
Mark Benjamin
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Mark Benjamin
Mark Benjamin
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 13, 2020
|
|
|
|
||
/s/ Daniel D. Tempesta
Daniel D. Tempesta
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 13, 2020
|
|
|
|
||
/s/ Arthur Giterman
Arthur Giterman
|
|
Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
|
|
February 13, 2020
|
|
|
|
||
/s/ Lloyd Carney
Lloyd Carney
|
|
Director
|
|
February 11, 2020
|
|
|
|
||
/s/ Daniel Brennan
Daniel Brennan
|
|
Director
|
|
February 11, 2020
|
|
|
|
||
/s/ Thomas Ebling
Thomas Ebling
|
|
Director
|
|
February 11, 2020
|
|
|
|
||
/s/ Robert Finocchio
Robert Finocchio
|
|
Director
|
|
February 11, 2020
|
|
|
|
||
/s/ Laura Kaiser
Laura Kaiser
|
|
Director
|
|
February 11, 2020
|
|
|
|
||
/s/ Michal Katz
Michal Katz
|
|
Director
|
|
February 11, 2020
|
|
|
|
||
/s/ Mark Laret
Mark Laret
|
|
Director
|
|
February 11, 2020
|
|
|
|
||
/s/ Sanjay Vaswani
Sanjay Vaswani
|
|
Director
|
|
February 11, 2020
|
1 Year Nuance Communications Chart |
1 Month Nuance Communications Chart |
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