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Technology Stocks : NUANCE COMMUNICATIONS (NUAN) -- Voice Interface Software -- Ignore unavailable to you. Want to Upgrade?

To: slave who wrote (54)	8/8/2000 8:21:04 PM
From: A.L. Reagan	Read Replies (2) \| Respond to of 191

Dave, not a great day to be short, but you know what they say about every dog. That lengthy list of VC's from the first post in this thread must be getting awfully itchy fingers looking @ a $175 share price. From the Prospectus: tenkwizard.com Taking into account lock-up agreements, the number of shares that will be available for sale in the public market under the provisions of Rules 144, 144(k) and 701 will be as follows: Date of Availability for Sale Number of shares ----------------------------- ---------------- 180 days after the effective date of this offering........ 22,004,009 At any time after November 5, 2000 due to the requirements of federal securities laws............................... 962,326 Immediately after the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register all of the shares of common stock issued or reserved for future issuance under our stock option plans and our stock purchase plan. Based upon the number of shares subject to outstanding options as of December 31, 1999 in our stock plans, and currently reserved for issuance under our stock plans, this registration statement would cover approximately 10,922,265 shares in addition to annual increases in the number of shares available under the stock option plans and stock purchase plan pursuant to the terms of such plans. Shares registered under the registrations statement will generally be available for sale in the open market immediately after the 180-day lock-up agreements expire. In addition, holders of 17,862,554 shares of our common stock, including shares issuable upon conversion of preferred stock, will be entitled to certain rights with respect to registration of these shares for sale in the public market, subject to the lock-up restrictions described above. The "Description of Capital Stock--Registration Rights" section contains a description of these registration rights. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon effectiveness of the registration. Rule 144 In general, under Rule 144 as currently in effect, after the expiration of the lock-up agreements, a person who has beneficially owned restricted securities for at least one year would be entitled to sell within any three- month period a number of shares that does not exceed the greater of: . 1% of the number of shares of common stock then outstanding which will equal approximately 275,000 shares immediately after this offering; or . the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale. Sales under Rule 144 are generally subject to the availability of current public information about Nuance. Rule 144(k) Under Rule 144(k), a person who is not deemed to have been our affiliate at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell these shares without having to comply with the manner of sale, public information, volume limitation or notice filing provisions of Rule 144. Therefore, 144(k) shares may be sold immediately upon expiration of the lock-up.