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):
December 21, 2007
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation)
|
|
000-27038
(Commission
File Number)
|
|
94-3156479
(IRS Employer
Identification No.) |
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):
| |
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| |
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On December 21, 2007, the Compensation Committee (the “Committee”) of the Board of Directors of
Nuance Communications, Inc. (the “Company”) took the following actions:
Fiscal 2008 Company Bonus Program.
Consistent with practice in prior years, the Committee has approved a Company Bonus Program for
fiscal 2008 for all Company employees. Target bonuses vary based on position and tenure with the
Company, and the amount of target bonus actually paid to individual employees will be based on the
achievement of certain Company and individual objectives. The bonuses for the Company’s executive
officers are tied collectively to the achievement of total revenue and net income targets. In
addition each executive officer’s bonus individually is based upon achievement of certain
operational objectives, including budget targets, on-time product delivery, cash collections, and
other key operating metrics. Set forth below is additional detail regarding the bonus
opportunities available to the company’s named executive officers:
| |
|
|
|
|
| Name |
|
FY2008 Incentive Amount |
Paul Ricci |
|
$ |
575,000 |
|
Jamie Arnold |
|
$ |
150,000 |
|
Steve Chambers |
|
$ |
250,000 |
|
Don Hunt |
|
$ |
300,000 |
|
John Shagoury |
|
$ |
165,000 |
|
This brief description of the Fiscal 2008 Company Bonus Program is qualified by reference to the
Fiscal 2008 Company Bonus Program that will be filed as an exhibit to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ending December 31, 2007.
Vesting of Performance-Based Restricted Stock Grants.
The Committee also established Fiscal 2008 revenue and net income targets for previously issued
performance-based restricted stock grants.
Restricted Stock Grants.
The Committee also approved the issuance of a 12,500 share restricted stock grant to Jamie Arnold
and a 25,000 share restricted stock grant to John Shagoury, which shares will vest, if at all, upon
the achievement of certain individual objectives, including targets based on revenue, net income,
operating budgets, cash collections, and other key operating metrics.