Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated June 4, 2008
Relating to Registration Statement No. 333-147715
5,575,000 Shares
Common Stock
This free writing prospectus relates only to the securities described below and should be read
together with the prospectus filed by Nuance Communications, Inc. (the Company), dated November
29, 2007.
The Offering
The Company is
offering 5,575,000 shares of its common stock in an
underwritten public offering pursuant to which Thomas Weisel
Partners LLC (Thomas Weisel) will act as sole
underwriter. The last reported sale price of its common stock on
June 4, 2008 was $18.80 per share. The Company is also granting Thomas
Weisel a 30-day option to purchase up to an additional 836,250 shares of its common stock.
The shares will be registered under the Companys existing shelf
registration statement on file with the Securities and Exchange
Commission (the SEC). The offering may be made by means of a
prospectus supplement and the accompanying prospectus, copies of which
may be obtained by sending a request to: Keith Lister,
klister@tweisel.com; 415-364-2991.
The Company expects that this offering
will be completed on or about June 10, 2008, subject to
customary closing conditions.
Use of Proceeds
The Company intends to use the proceeds from the offering for general corporate purposes,
including working capital and to fund possible investments in and acquisitions of complementary
businesses, partnerships, minority investments, products or technologies.
Lock Up Arrangements
The Company, its executive officers and directors have agreed to be subject to lock-up
arrangements for a period of 60 days from the date of the final
prospectus with respect to this offering, subject to certain exceptions described
therein. Notwithstanding the foregoing, the Company may (i) issue and sell capital stock pursuant to any
employee stock option plan, stock ownership plan or dividend reinvestment plan, (ii) issue capital
stock issuable upon the conversion of securities or the exercise of warrants currently outstanding,
and (iii) offer, sell, contract to sell, otherwise dispose of, directly or indirectly, shares of
capital stock in connection with an acquisition (whether through merger, share purchase, share
exchange or otherwise) of a company, division, business or assets or strategic transactions,
provided that no registration statement is filed and no amendment or prospectus supplement relating
to an effective registration statement is filed, with respect to such shares, prior to and
including the date that is 30 days after the date of the final prospectus with respect to this
offering.
THE ISSUER HAS FILED A
SHELF REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC
COVERING THE
OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN
THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE
INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING
EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, THE UNDERWRITER OR
ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND TO YOU THE PROSPECTUS IF YOU REQUEST
IT BY CALLING TOLL-FREE 1-888-267-3700 (THOMAS WEISEL PARTNERS LLC).
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS
COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.