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ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Xerox Corporation ("Xerox") and
Xerox Imaging Systems, Inc. ("XIS" and, together with Xerox, the "Reporting
Person"). Xerox is a corporation organized under the laws of the State of New
York. Xerox is The Document Company and a leader in the global document market,
providing document solutions that enhance business productivity. XIS is a
corporation organized under the laws of the State of Delaware, the principal
business of which is to own shares of Issuer's Common Stock. XIS is a
wholly-owned subsidiary of Xerox. The applicable information concerning the
directors and executive officers of each of Xerox and XIS is set forth on
Schedule I attached hereto, which is incorporated herein by reference.
(b) The address of the principal executive offices of each of Xerox and
XIS is 800 Long Ridge Road, Stamford, Connecticut 06904. The applicable
information concerning the directors and executive officers of each of Xerox and
XIS is set forth on Schedule I attached hereto, which is incorporated herein by
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CUSIP No. 80603P-10-7 13D Page 5 of 17 Pages
reference.
(c) The applicable information concerning the directors and executive
officers of each of Xerox and XIS is set forth on Schedule I attached hereto,
which is incorporated herein by reference.
(d)-(e) During the last five years, none of Xerox, XIS, nor, to the
best knowledge of the Reporting Person, any person named in Schedule I attached
hereto has been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) The applicable information concerning the directors and executive
officers of each of Xerox and XIS is set forth on Schedule I attached hereto,
which is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired the Common Stock reported herein on March
2, 1999 (the "Closing Date") in connection with the consummation of the merger
transaction (the Merger) contemplated by that certain Agreement and Plan of
Merger dated as of December 2, 1998 by and between ScanSoft, Inc., a Delaware
corporation ("ScanSoft"), a wholly owned subsidiary of XIS, and the Issuer (the
"Merger Agreement"). XIS was the record owner
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CUSIP No. 80603P-10-7 13D Page 6 of 17 Pages
of 100% of the issued and outstanding shares of ScanSoft common stock and all of
the issued and outstanding shares of ScanSoft Series A preferred stock. Pursuant
to the Merger Agreement: (a) ScanSoft merged with and into the Issuer; (b) the
Issuer's corporate name changed from "Visioneer, Inc." to "ScanSoft, Inc."; (c)
5,097,000 shares of Visioneer's Common Stock were cashed out using approximately
$10.5 million (or $2.06 per share) in cash contributed by the Reporting Person
out of working capital; and (d) XIS was issued 11,853,602 shares of the Issuer's
Common Stock (or 45% of the total number of shares of Common Stock outstanding,
based on a total of 26,341,338 outstanding shares of Common Stock, as of the
Closing Date). In addition, XIS was issued a warrant to purchase up to 1,738,552
additional shares of Common Stock (the "Warrant") under certain circumstances
and 3,562,238 shares of the Issuer's nonvoting Series B Preferred Stock (the
"Series B")(or 100% of the total number of shares of Series B outstanding). The
Warrant and Series B are described more fully in Item 6.
ITEM 4. PURPOSE OF THE TRANSACTION.
Xerox believes that the merger between Visioneer and ScanSoft has the
potential to produce benefits to the combined company that would not be
obtainable by either company on an independent basis. These potential benefits
include significant technology and cost synergies, the rationalization and
expansion of a number of key OEM relationships and an expansion of retail
channel opportunities.
Xerox, XIS, Visioneer and several holders of shares of
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CUSIP No. 80603P-10-7 13D Page 7 of 17 Pages
Visioneer common stock, entered into a Voting Agreement, effective as of the
Closing Date (the "Voting Agreement"), attached hereto as Exhibit 1 and
incorporated herein by reference. The Voting Agreement requires all of the
parties thereto to nominate and elect certain persons to the Issuer's Board of
Directors, including up to two designees of the Reporting Person. In all other
respects, the parties to the Voting Agreement are free to vote in their sole
discretion. (The Voting Agreement is described more fully in Item 6).
Except as set forth above and as described below in Item 6, the
Reporting Person has no plan or proposal of the type described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
and so on... some 'penny stock' |
