e424b7
Filed Pursuant to Rule 424(b)(7)
Registration No. 333-147715
CALCULATION OF REGISTRATION FEE
                                             
 
  Title of Each               Proposed Maximum              
  Class of               Aggregate     Proposed Maximum        
  Securities to be     Amount to be     Offering Price Per     Aggregate Offering     Amount of  
  Registered     Registered     Unit(1)     Price     Registration Fee(2)  
 
Common Stock, $0.001 par value
      1,598       $ 9.51       $ 15,197       $ 1.00    
 
 
(1)   Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices as reported on the Nasdaq Global Select Market on March 16, 2009.
 
(2)   Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of Registration Fee” table in the registrant’s Registration Statement on Form S-3 (File No. 333-147715) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.

 

 

Filed Pursuant to Rule 424(b)(7)
Registration No. 333-147715
PROSPECTUS SUPPLEMENT No. 4
(To Prospectus dated November 29, 2007)
Dated March 19, 2009
10,632,246 Shares
(NUANCE LOGO)
Common Stock
     This Prospectus Supplement No. 4 supplements the Prospectus dated November 29, 2007 (as previously supplemented by the Prospectus Supplement dated October 3, 2008, the Prospectus Supplement dated October 20, 2008 and the Prospectus Supplement dated November 6, 2008) (the “Prospectus”) relating to the resale from time to time by certain selling stockholders of up to 10,630,648 shares of common stock, $0.001 par value per share (the “Common Stock”), of Nuance Communications, Inc. (“Nuance” or “we”), which Prospectus was filed as part of our Registration Statement on Form S-3 No. 333-147715. Nuance will not receive any proceeds from the sale or transfer of Common Stock by the selling stockholders.
     This Prospectus Supplement should be read in conjunction with the Prospectus and may not be delivered or utilized without the Prospectus. This Prospectus Supplement is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement supersedes the information contained in the Prospectus.
     Investing in our Common Stock involves risks. See “Risk Factors” beginning on page S-11 of our Prospectus.
     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

PROSPECTUS SUPPLEMENT SUMMARY
     This Prospectus Supplement amends the information contained under the heading “The Offering” on page S-10 of the Prospectus (as previously supplemented), by increasing the number of Common Stock being offered by the selling stockholders from 10,630,648 to 10,632,246.
SELLING STOCKHOLDERS
     The table below supplements or amends the information appearing under the heading “Selling Stockholders” beginning on page S-21 of the Prospectus (as previously supplemented), including the information contained in the table on page S-21, by adding the information below with respect to selling stockholders not previously listed in the Prospectus or in any amendments or supplements thereto. Up to 1,598 shares of Common Stock are being offered by this Prospectus, all of which are being offered for resale for the account of the selling stockholders. The following table contains information as of February 28, 2009, with respect to the selling stockholders listed below and the principal amount of Common Stock beneficially owned by such selling stockholders that may be offered using this Prospectus. The information is based on information provided to us by or on behalf of the selling stockholders, and we have not independently verified this information. Information concerning the selling stockholders may change from time to time and, if necessary, we will amend or supplement the Prospectus accordingly.
     Except as otherwise indicated, we believe that the selling stockholders have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. In addition, all of the selling stockholders beneficially own less than 1% of our Common Stock outstanding.
                         
    Shares        
    Owned Prior   Shares Being   Shares Beneficially Owned
Name   Offering (1)   Offered (2)   After This Offering
Drew Boaden
     799       799       —  
Bruce Leatherman (4)
     362       200       162  
Kevin Park (5)
     685       599       86  
H. David Kenyon & Meredith W. Kenyon Community (3)
     3,426       3,426       —  
Ross Hunter and Patricia Hunter Community Property (3)
     1,714       1,714       —  
Karl Leaverton (3)
     1,714       1,714       —  
 
                        
Total:
     8,700       8,452       —  
 
(1)   The number of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Includes each holder’s respective interest in an aggregate of 1,106,657 shares of Common Stock held in escrow to satisfy certain indemnification obligations of the former stockholders of SNAPin Software, Inc.
 
(2)   Includes each holder’s respective interest in an aggregate of 1,106,657 shares of Common Stock held in escrow to satisfy certain indemnification obligations of the former stockholders of SNAPin Software, Inc.
 
(3)   Spry Group, which are identified as selling stockholders in the Prospectus Supplement dated October 20, 2008 (collectively, “Spry Group”), have informed us that they distributed shares of Common Stock to their investors. Represents such selling stockholder’s respective interest in the shares of Common Stock to be distributed by Spry Group to its investors.
 
(4)   Includes options to acquire 162 shares of our Common Stock that are exercisable within 60 days of February 28, 2009.
 
(5)   Includes options to acquire 86 shares of our Common Stock that are exercisable within 60 days of February 28, 2009.