UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~September~~December 173, 2012

DITECH NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-26209		94-2935531
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3099 North First Street

San Jose, California 95134

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 883-3636

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:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x ¨ 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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

OnAs previously announced, on September 17, 2012, Ditech Networks, Inc. (“Ditech”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Diamond Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Nuance (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub ~~will~~would merge with and into Ditech (the “Merger”), with Ditech continuing as the surviving corporation and as a wholly-owned subsidiary of Nuance.

~~Under~~On ~~the~~December 4, ~~terms of the Merger Agreement~~2012, atNuance ~~the~~completed ~~effective~~its ~~time~~acquisition of ~~the~~Ditech ~~Merger~~through (the ~~“Effective~~consummation ~~Time”) each issued and outstanding share~~ of ~~Ditech common stock, par value $0.001 per share, will be converted into~~ the ~~right to receive $1~~Merger.~~45 in cash. In addition, (a) each outstanding option to purchase~~ Ditech ~~common stock will, to the extent not fully vested, become fully vested and shall be canceled, and if the exercise price of the option~~ is ~~less than $1.45,~~ the ~~holder~~surviving ~~thereof~~corporation ~~will~~in ~~be entitled to receive a cash settlement for such option equal to~~ the ~~number~~Merger ~~of shares subject to the option multiplied by the amount equal to $1.45 less the exercise price per share of the option, reduced by tax withholding requirements, if any,~~ and ~~(b) each~~has ~~outstanding restricted stock unit to acquire Ditech common stock will, to the extent not fully vested,~~ become ~~fully vested and shall be canceled, and the holder thereof will be entitled to receive~~ a ~~cash~~wholly ~~settlement~~owned ~~for~~subsidiary ~~such restricted stock unit in the amount~~ of $1Nuance.~~45 multiplied by the number of shares subject to the restricted stock unit, reduced by tax withholding requirements, if any.~~

~~The~~As ~~Merger~~a ~~Agreement~~result ~~contains~~of ~~customary~~the ~~representations~~consummation ~~and warranties and pre-closing covenants. The completion~~ of the Merger isand ~~subject~~related totransactions, aDitech ~~number~~no oflonger ~~customary~~fulfills ~~closing~~the ~~conditions~~numerical ~~including,~~listing ~~among~~requirements ~~others,~~of ~~the~~The ~~absence~~Nasdaq ofGlobal aMarket ~~material~~(“Nasdaq”). ~~adverse~~Accordingly, ~~effect~~ on ~~Ditech~~December 4, ~~all~~2012, ~~agreements~~at ~~and~~Ditech’s ~~covenants~~request, ~~required~~Nasdaq tofiled bewith ~~performed~~the byU.S. ~~Ditech~~Securities ~~having~~and ~~been~~Exchange soCommission ~~performed~~(the or“SEC”) ~~complied~~a ~~with~~Notification inof ~~all~~Removal ~~material~~from ~~respects,~~Listing noand/or ~~litigation~~Registration byunder ~~any~~Section 12(b) of ~~governmental~~the ~~entity~~Securities ~~seeking~~Exchange toAct ~~challenge~~of ~~the Merger~~1934, ~~and~~as ~~less~~amended, ~~than~~on ~~10%~~Form 25, ofthereby effecting the ~~outstanding~~delisting ~~shares~~ of ~~Ditech~~the ~~common~~Shares ~~stock~~from ~~seeking dissenters’ rights~~Nasdaq.

~~Pursuant~~Item to3.03 ~~the~~Material ~~Merger~~Modification ~~Agreement, Ditech has agreed~~ to ~~carry~~Rights ~~on its business in the ordinary course during the period from the date~~ of ~~the~~Security ~~Merger Agreement to the completion of the Merger~~Holders. ~~Ditech has also agreed not to solicit or engage in discussions with third parties regarding other proposals to acquire Ditech, subject to specified exceptions.~~

The ~~Merger~~information ~~Agreement~~set ~~also~~forth ~~includes termination provisions for both Ditech and Nuance, and provides that~~ in ~~certain~~Item ~~specified~~3.01 ~~circumstances~~above inis ~~the~~incorporated ~~event~~by ofreference ~~a termination, Ditech must pay Nuance a termination fee of approximately $1~~here.~~64 million.~~

2In connection with the Merger, and pursuant to the Merger Agreement, each outstanding share of Ditech common stock (other than (a) shares owned by Nuance, Merger Sub or any other wholly-owned subsidiary of Nuance, (b) shares owned by Ditech or any direct or indirect, wholly-owned subsidiary of Ditech, and (c) shares owned by stockholders who have properly and validly exercised their dissenters’ rights of appraisal in respect of such shares pursuant to the Delaware General Corporation Law) was converted into the right to receive $1.45 in cash, less any required withholding taxes.

~~The~~Item foregoing summary of the Merger Agreement does not purport to be complete, and is qualified in its entirety by reference to the Merger Agreement, a copy of which will be included in the proxy statement to be filed by Ditech seeking stockholder approval of the Merger5. ~~The~~01 ~~summary~~Changes ~~of the terms of the Merger Agreement, as well as the text of the Merger Agreement to be included~~ in ~~the~~Control ~~Ditech proxy statement, are intended to provide information regarding the material terms~~ of the Merger Agreement and are not intended to modify or supplement any factual disclosures about Ditech or Nuance contained in their respective reports or statements filed with the SEC or other public informationRegistrant. In particular, the foregoing summary and the Merger Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Ditech or Nuance. The Merger Agreement contains representations and warranties that the parties to the Merger Agreement made to and solely for the benefit of each other and were negotiated with the principal purposes of establishing the circumstances in which a party may have the right not to consummate the transactions contemplated by the Merger Agreement (based on the closing conditions in the Merger Agreement that relate to the accuracy of such representations and warranties), rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to disclosures to the stockholders of Ditech or Nuance or may have been used for purposes of allocating risk between the respective parties rather than establishing matters of fact. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Ditech’s public disclosures. The assertions embodied in such representations and warranties are qualified by information contained in a confidential disclosure letter that Ditech delivered in connection with signing the Merger Agreement. Accordingly, investors and stockholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Merger Agreement and are modified in important part by the underlying disclosure letter.

AThe ~~copy~~information ofset ~~the~~forth ~~press~~in ~~release~~Items ~~issued~~3.01 byand ~~Nuance~~3.03 onabove ~~September 18, 2012, concerning the foregoing~~ is ~~filed~~incorporated ~~herewith~~by asreference ~~Exhibit 99~~here.1.

~~Concurrently~~As ~~with~~a ~~the~~result ~~execution~~ of the Merger ~~Agreement~~, ~~Nuance entered into voting agreements (the “Voting Agreements”) with each of the directors and executive officers of~~ Ditech, ~~and~~has ~~one~~become ~~stockholder~~a ofwholly-owned ~~Ditech,~~subsidiary ~~pursuant to which such directors, executive officers and stockholder have agreed to vote their shares~~ of Ditech common stock in favor of the adoption of the Merger Agreement and against any acquisition proposal related to Ditech or other actions involving Ditech that would compete with or impede the Merger or the Merger Agreement. Such directorsNuance, ~~executive officers~~ and ~~stockholder~~Nuance ~~beneficially~~owns ~~own shares (including all shares of Ditech common stock underlying options and restricted stock units) representing approximately 13~~100% of the ~~shares~~voting securities of Ditech ~~common stock outstanding on the date hereof~~.

~~Concurrently with the execution of the Merger Agreement,~~ Nuance ~~and Ditech entered into an agreement, pursuant to which Ditech~~ has ~~received~~sufficient acash ~~license~~on tohand ~~Nuance’s IBM VoiceTailor Decoder software~~ to ~~use~~pay ~~such~~the ~~software~~consideration ~~for~~in ~~Ditech’s~~the ~~provision of voice-to-text functionality as part of its voicemail transcription, voice search and/or voice messaging services~~Merger. ~~The~~ ~~license~~As ~~will continue for~~ a ~~period~~result of ~~three~~the ~~(3) years~~Merger, ~~unless~~all ~~earlier~~of ~~terminated pursuant to~~ the ~~terms~~directors of ~~the~~Ditech ~~license.~~have ~~Concurrent~~resigned, ~~with~~and the ~~execution~~new directors of ~~the license agreement with Nuance,~~ Ditech ~~terminated~~were ~~its~~elected ~~license~~by ~~agreement for similar technology with another vendor~~Nuance.

~~Additional~~Item ~~Information~~5.02 ~~and~~Departure ~~Where~~of toDirectors ~~Find~~or ItCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~In connection with the proposed transaction, Ditech will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction.~~ The ~~definitive~~information ~~proxy~~set ~~statement~~forth ~~will be mailed to Ditech stockholders~~ in ~~connection~~Items ~~with the proposed transaction~~3. ~~INVESTORS~~01, ~~AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION~~3. ~~Investors~~03 and ~~security~~5.01 ~~holders~~above ~~may~~is ~~obtain~~incorporated ~~free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov and~~ by ~~contacting~~reference ~~Ditech Investor Relations at (408) 883-3691~~here. ~~Investors and security holders may obtain free copies of the documents filed with the SEC on Ditech’s website at www.ditechnetworks.com or the SEC’s website at www.sec.gov.~~

~~Ditech,~~Resignation ~~Nuance and their respective directors and executive officers may be deemed participants in the solicitation~~ of proxies from the stockholders of Ditech in connection with the proposed transaction. Information regarding the special interests of Ditech’s directors and executive officers in the proposed transaction will be included in the proxy statement described above. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Ditech Investor Relations as described above. Information about Nuance’s directors and executive officers can be found in Nuance’s definitive proxy statement filed with the SEC on December 15, 2011. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing Nuance’s website at www.nuance.com and clicking on the “Investor Relations” link and then clicking on the “SEC Filings” link.Directors

~~Forward~~As ~~Looking~~of ~~Statements~~the effective time of the Merger on December 4, 2012, in connection with the Merger, the following directors voluntarily resigned from Ditech’s board of directors: Alan B. Howe, Kenneth G. Naumann, Frank J. Sansone, and J. Michael Gullard.

~~This~~As ~~Current Report on Form 8-K includes “forward-looking statements” within the meaning~~ of the ~~safe~~effective ~~harbor~~time ~~provisions~~ of the ~~Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to the timing of the~~ Merger ~~and~~on ~~satisfaction~~December 4, ~~of conditions to the Merger~~2012, ~~and~~Thomas ~~other~~L. ~~statements~~Beaudoin ~~that are regarding future events~~ and ~~not~~Todd ~~historical~~DuChene ~~facts. The~~became ~~forward-looking~~directors ~~statements included herein represent the current judgment and expectations~~ of ~~the respective companies, but actual results are subject to risks and uncertainties and could differ materially from those expressed or implied by forward-looking statements. Neither~~ Ditech ~~nor~~as ~~Nuance~~the ~~intend~~surviving tocorporation ~~update any~~ of ~~these forward-looking statements or publicly announce~~ the ~~results of any revisions to these forward-looking statements, other than as is required under the federal securities laws~~Merger.

~~The~~Resignation ~~potential risks and uncertainties include: uncertainties as to the timing~~ of the Merger; the risk that Ditech stockholders fail to approve the transaction; the risk that competing offers will be made; and the possibility that various closing conditions for the transaction may not be satisfied or waived. These and other risks and uncertainties, which are described in more detail in Ditech’s and Nuance’s most recent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements.Officers

As of the effective time of the Merger on December 4, 2012, in connection with the Merger, the following officers voluntarily resigned as officers of Ditech: Kenneth G. Naumann, William J. Tamblyn, and Karl Brown.

~~Item~~As 9of the effective time of the Merger on December 4, 2012, Thomas L.~~01.~~ ~~Financial~~Beaudoin ~~Statements~~and Todd DuChene became the President and ~~Exhibits~~Treasurer, and Secretary, respectively, of Ditech.

Exhibit Number		Description
99.1		Press Release issued on September 18, 2012, announcing execution of the Agreement and Plan of Merger between Nuance Communications, Inc. and Ditech Networks, Inc.

Mr. Beaudoin, 59, joined Nuance Communications, Inc. (“Nuance”) in July 2008 as Executive Vice President of Finance and has served as Executive Vice President and Chief Financial Officer since August 2008. Mr. Beaudoin was employed by Polaroid Corporation from February 2004 to June 2008, during which time he served as President, Chief Financial Officer and Chief Operating Officer from July 2005 to June 2008 and Vice President and Controller from February 2004 to June 2005. Prior to joining Polaroid, Mr. Beaudoin served as a financial consultant to Sycamore Networks, Inc. from October 2003 to February 2004. From November 2002 to May 2003, Mr. Beaudoin served as acting Chief Financial Officer and from October 2000 to October 2002 was Senior Vice President of Finance for Parametric Technology Corporation.

5Mr. DuChene, 49, is the Executive Vice President, General Counsel and Secretary of Nuance and joined Nuance on October 3, 2011. Prior to joining Nuance, Mr. DuChene was Senior Vice President, General Counsel and Secretary of National Semiconductor Corporation from January 3, 2008 through September 30, 2011. From June 2005 through November 2007, Mr. DuChene was Executive Vice President, General Counsel and Secretary of Solectron Corporation.

~~SIGNATURE~~There are no family relationships between Messrs. Beaudoin and DuChene and the Company’s directors or executive officers, and the Company has not entered into any transactions with Messrs. Beaudoin and DuChene that are reportable pursuant to Item 404(a) of Regulation S-K.

~~Pursuant~~Compensation ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Plans

	DITECH NETWORKS, INC.
Dated: September 18, 2012	By:	/s/ William J. Tamblyn
		William J. Tamblyn
		Executive Vice President and Chief Financial Officer

As a result of the Merger and pursuant to the Merger Agreement and actions taken by the Ditech board of directors, on December 3, 2012, the Ditech Networks, Inc. 401(k) Plan was terminated, and on December 4, 2012, the Ditech Networks, Inc. 1999 Employee Stock Purchase Plan was terminated.

~~EXHIBIT INDEX~~Other Compensation Arrangements

Exhibit Number		Description
99.1		Press Release issued on September 18, 2012, announcing execution of the Agreement and Plan of Merger between Nuance Communications, Inc. and Ditech Networks, Inc.

On December 3, 2012, the Compensation Committee of the Ditech board of directors approved bonus payments for the second quarter of 2012 to the following executive officers of Ditech as follows:

71. to William J. Tamblyn, Executive Vice President, Chief Financial Officer and Chief Operating Officer: $20,000; and

2. to Karl Brown, Vice President of Marketing: $7,500.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Items 3.01, 3.03 and 5.01 above is incorporated by reference here.

On December 4, 2012, in connection with the Merger, Ditech’s certificate of incorporation was amended and restated (the “Amended Charter”) in its entirety to be identical to Merger Sub’s certificate of incorporation as in effect immediately prior to the effective time of the Merger, with the sole changes being (a) to change the name of the company as set forth in the certificate of incorporation to “Ditech Networks, Inc.” and to cause the indemnification provisions to comply with Section 6.10(a) of the Merger Agreement. Also on December 4, 2012, in connection with the Merger, the Bylaws of Ditech (the “Amended Bylaws”) were amended and restated to be identical to Merger Sub’s bylaws as in effect immediately prior to the effective time of the Merger. The Amended Charter and the Amended Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The information set forth in Items 3.01, 3.03 and 5.01 above is incorporated by reference here.

Ditech Networks held its Special Meeting of Stockholders on December 3, 2012. The following is a brief description of each matter voted upon at the Special Meeting, as well as the final tally of the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is set forth in the Ditech Networks proxy statement for the Special Meeting of Stockholders, filed with the Securities and Exchange Commission on November 5, 2012.

1. To consider and vote upon a proposal to adopt the Merger Agreement. The tabulation of votes on this matter was as follows:

Shares voted for:		19,705,933
Shares voted against:		121,256
Shares abstaining:		1,824
Broker non-votes:		0

2. To consider and vote, on an advisory basis, upon a proposal to approve the Merger-related compensation for Ditech’s named executive officers. The tabulation of votes on this matter was as follows:

Shares voted for:		18,886,537
Shares voted against:		847,683
Shares abstaining:		94,793
Broker non-votes:		0

3. The proposal to vote to adjourn the Special Meeting, if necessary, for the purpose of soliciting additional proxies to vote in favor of adoption of the Merger Agreement, was not voted upon at the meeting, as the proposal to adopt the Merger Agreement was approved at the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Ditech Networks, Inc.

3.2		Amended and Restated Bylaws of Ditech Networks, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DITECH NETWORKS, INC.


Dated: December 4, 2012	By:	/s/ Tom Beaudoin
		Tom Beaudoin
		President and Treasurer

EXHIBIT INDEX

Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Ditech Networks, Inc.

3.2		Amended and Restated Bylaws of Ditech Networks, Inc.

Filing Compare · DITECH NETWORKS INC