UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

~~Date~~August ~~of Report (Date of earliest event reported): June 22~~9, 2005

(Date of earliest event reported)

NUANCE COMMUNICATIONS, INC.

(Exact name ~~Name~~ of ~~Registrant~~registrant as ~~Specified~~specified in ~~its Charter~~charter)

Delaware

Delaware

000-30203

94-3208477

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

(State or Other Jurisdiction of Incorporation)


1380 Willow Road, Menlo Park, California		94025
(Address of principal executive offices)		(Zip Code)

000-30203		94-3208477
(Commission File Number)		(IRS Employer Identification No.)

Registrant’s telephone number, including area code: (650) 847-0000

1380 Willow Road, Menlo Park, California		94025
(Address of Principal Executive Offices)		(Zip Code)

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):

(650) 847-0000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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):

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

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 82.~~01.~~02: ~~Other~~RESULTS ~~Events.~~OF OPERATIONS AND FINANCIAL CONDITION

On ~~June~~August 229, 2005, Nuance ~~Communications,~~issued ~~Inc. (“Nuance”) received~~ a ~~request~~press ~~from~~release ~~the~~announcing ~~Department~~its offinancial results ~~Justice (the “DOJ”)~~ for ~~additional~~ ~~information in connection with~~ the ~~pending~~quarter ~~merger~~ended ofJune ~~ScanSoft~~30, ~~Inc~~2005. ~~(“ScanSoft”)~~A ~~with~~copy ~~Nuance. The DOJ request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act~~ of ~~1976 until 30 days after ScanSoft and Nuance have substantially complied with~~ the ~~request,~~release ~~unless that period~~ is ~~extended~~attached ~~voluntarily~~as byExhibit ~~the parties or terminated sooner by the DOJ~~99.1.

~~Nuance~~ITEM ~~intends~~8.01: toOTHER ~~promptly~~EVENTS ~~respond to the DOJ request and is working towards the intended close in September 2005.~~

On August 9, 2005, Nuance issued a press release announcing its financial results for the quarter ended June 30, 2005. A copy of the release is attached as Exhibit 99.1.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS


Exhibit No.		Exhibit Description
99.1		Press release respecting financial results for quarter ended June 30, 2005, issued by the Registrant, dated August 9, 2005

SIGNATURES

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~~thereunto duly authorized.

		NUANCE COMMUNICATIONS, INC. (Registrant)
Date: August 9, 2005	Nuance Communications, Inc.
Date: June 23, 2005		By:	/s/ Douglas Clark Neilsson
	(Registrant)
			Douglas Clark Neilsson Vice-President and General Counsel
	/s/ Karen Blasing
	Karen Blasing
	Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT INDEX


Exhibit No.		Exhibit Description
99.1		Press release respecting financial results for quarter ended June 30, 2005, issued by the Registrant, dated August 9, 2005

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