ITEM 8.01 Other Events
Nuance Communications, Inc. (the "Company") is filing this Current Report on
Form 8-K to revise certain financial information and related disclosures
included in the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2020, which was originally filed with the U.S. Securities and
Exchange Commission (the "SEC") on November 19, 2020 (the "2020 Form 10-K"), to
reflect a transaction that occurred during the Company's first fiscal quarter of
2021.
On November 17, 2020, the Company entered into a definitive agreement (the
"Agreement") to sell its medical transcription and electronic healthcare record
implementation businesses (the "Business") to Assured Healthcare Partners and
Aeries Technology Group (together, the "Buyer"). Pursuant to the Agreement, the
Company will sell and transfer, and the Buyer will purchase and acquire, (a) the
shares of certain subsidiaries through which the Company operates a portion of
the Business and (b) certain assets used in or related to the Business; and the
Buyer will assume certain liabilities related to such assets or the Business. We
expect the sale to close during the second quarter of fiscal year 2021.
This Current Report on Form 8-K is being filed solely to recast financial
information and to revise certain related disclosures contained in the 2020 Form
10-K to reflect the anticipated sale of the Business, and the retrospective
changes for all periods presented. For all periods presented in this Form 8-K,
the Business's results of operations have been included within discontinued
operations and its assets and liabilities within held for sale on our
consolidated financial statements.
Revised 2020 Form 10-K - The following items of the 2020 Form 10-K are being
revised (collectively, the "Revised Sections") as reflected in Exhibit 99.1 to
this Current Report on Form 8-K.
•Part II, Item 6. Selected Consolidated Financial Data;
•Part II, Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations; and
•Part II, Item 8. Financial Statements and Supplementary Data
The Revised Sections are revised only to reflect the Company's results as if the
discontinued operations criteria for the Business had been met during the
periods being presented. With the exception of the subsequent events footnote to
the Company's financial statements within the revised Part II, Item 8, the
Revised Sections do not reflect events occurring after the filing of the 2020
Form 10-K and do not modify or update the disclosures therein in any way, other
than as specifically required to reflect the discontinued operations
presentation. Further, the revisions do not purport to update the Management's
Discussion and Analysis of Financial Condition and Results of Operations,
including the consolidated Company outlook, contained in the 2020 Form 10-K, for
any information, uncertainties, transactions, risks, events or trends occurring,
or known to management, other than for the changes based on the discontinued
operations. Other than the Revised Sections filed with this Current Report on
Form 8-K, all other information in the 2020 Form 10-K remains unchanged and has
not been otherwise updated for events occurring after the filing of the 2020
Form 10-K and continues to speak only as of the original filing date.
More recent information, including Risk Factors and Forward-Looking Statements,
is contained in the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 2020 ("2021 First Quarter Form 10-Q") and other
filings made by the Company with the SEC. These SEC filings contain important
information regarding events, developments and updates affecting the Company and
the Company's expectations, including those that have occurred since the filing
of the 2020 Form 10-K. Accordingly, this Current Report on Form 8-K should be
read in conjunction the 2021 First Quarter Form 10-Q and other filings made by
the Company with the SEC.
ITEM 9.01 Financial Statements and Exhibits
(d)Exhibits
      23.1         Consent of the Independent Registered Public Accounting Firm
      99.1         Revised Sections of the 2020 Form 10-K
                   Part II, Item 6. Selected Consolidated Financial Data
                   Part II, Item 7. Management's Discussion and Analysis of Financial Condition and
                   Results of Operations
                   Part II, Item 8. Financial Statements and Supplementary Data

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