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| CIK | 858452 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Transcend Services Inc
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 7, 2012 |
Form 15 OMB APPROVAL OMB Number: 3235-0167 Expires: October 13, 2013 Estimated average burden hours per response 1. |
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| May 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. 333-175131 Registration No. 333-160905 Registration No. 333-157780 Registration No. 333-131059 Registration No. 333-116910 Registration No. 333-106454 Registration No. 333-78777 Registration No. 333-16213 Registration No. 033-59115 UNITED STATES SECURITIES AND EXCHANGE CO |
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| May 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. 333-175131 Registration No. 333-160905 Registration No. 333-157780 Registration No. 333-131059 Registration No. 333-116910 Registration No. 333-106454 Registration No. 333-78777 Registration No. 333-16213 Registration No. 033-59115 UNITED STATES SECURITIES AND EXCHANGE CO |
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| May 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. 333-175131 Registration No. 333-160905 Registration No. 333-157780 Registration No. 333-131059 Registration No. 333-116910 Registration No. 333-106454 Registration No. 333-78777 Registration No. 333-16213 Registration No. 033-59115 UNITED STATES SECURITIES AND EXCHANGE CO |
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| May 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. 333-175131 Registration No. 333-160905 Registration No. 333-157780 Registration No. 333-131059 Registration No. 333-116910 Registration No. 333-106454 Registration No. 333-78777 Registration No. 333-16213 Registration No. 033-59115 UNITED STATES SECURITIES AND EXCHANGE CO |
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| May 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. 333-175131 Registration No. 333-160905 Registration No. 333-157780 Registration No. 333-131059 Registration No. 333-116910 Registration No. 333-106454 Registration No. 333-78777 Registration No. 333-16213 Registration No. 033-59115 UNITED STATES SECURITIES AND EXCHANGE CO |
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| May 3, 2012 |
POS AM As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. |
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| May 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. 333-175131 Registration No. 333-160905 Registration No. 333-157780 Registration No. 333-131059 Registration No. 333-116910 Registration No. 333-106454 Registration No. 333-78777 Registration No. 333-16213 Registration No. 033-59115 UNITED STATES SECURITIES AND EXCHANGE CO |
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| May 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. 333-175131 Registration No. 333-160905 Registration No. 333-157780 Registration No. 333-131059 Registration No. 333-116910 Registration No. 333-106454 Registration No. 333-78777 Registration No. 333-16213 Registration No. 033-59115 UNITED STATES SECURITIES AND EXCHANGE CO |
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| May 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. 333-175131 Registration No. 333-160905 Registration No. 333-157780 Registration No. 333-131059 Registration No. 333-116910 Registration No. 333-106454 Registration No. 333-78777 Registration No. 333-16213 Registration No. 033-59115 UNITED STATES SECURITIES AND EXCHANGE CO |
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| May 3, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 S-8 POS 1 d346888ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. 333-175131 Registration No. 333-160905 Registration No. 333-157780 Registration No. 333-131059 Registration No. 333-116910 Registration No. 333-106454 Registration No. 333-78777 Registration No. 333-16213 Registration No. 033-59115 UNITED STATE |
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| April 27, 2012 |
TRCR / Transcend Services Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 trcr02.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Transcend Services, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 893929208 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of |
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| April 26, 2012 |
Form SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) TRANSCEND SERVICES, INC. (Name of subject company (Issuer)) TOWNSEND MERGER CORPORATION a wholly owned subsidiary of NUANCE COMMUNICATIONS, INC. (Name of Filing Persons (O |
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| April 26, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 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): April 26, 2012 TRANSCEND SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 0-18217 33-0378756 (State or other jurisdiction of incorporation) (Comm |
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| April 26, 2012 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TRANSCEND SERVICES, INC. EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSCEND SERVICES, INC. FIRST. The name of this corporation is Transcend Services, Inc. (the “Corporation”). SECOND. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, County of New Castle. The name of its registered |
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| April 26, 2012 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) TRANSCEND SERVICES, INC. (Name of Subject Company) TRANSCEND SERVICES, INC. (Names of Person(s) Filing Statement) Common Stock, $0.05 par value per share (Title of Class |
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| April 26, 2012 |
EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF TRANSCEND SERVICES, INC. TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE 2 2.6 QUORUM 2 2.7 ADJOU |
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| April 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2011 OR o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 000-18217 TRANSC |
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| April 26, 2012 |
Nuance Successfully Completes Tender Offer for Transcend Common Stock Press Release Exhibit (a)(5)(iii) Nuance Successfully Completes Tender Offer for Transcend Common Stock BURLINGTON, Mass. |
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| April 25, 2012 |
POS AM As filed with the Securities and Exchange Commission on April 25, 2012 Registration No. |
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| April 25, 2012 |
POS AM As filed with the Securities and Exchange Commission on April 25, 2012 Registration No. |
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| April 25, 2012 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) TRANSCEND SERVICES, INC. (Name of Subject Company) TRANSCEND SERVICES, INC. (Names of Person(s) Filing Statement) Common Stock, $0.05 par value per share (Title of Class |
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| April 20, 2012 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) TRANSCEND SERVICES, INC. (Name of subject company (Issuer)) TOWNSEND MERGER CORPORATION a wholly owned subsidiary of NUANCE COMMUNICATIONS, INC. (Name of Filing Persons (Offero |
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| April 20, 2012 |
- AMENDMENT NO. 6 TO SCHEDULE 14D-9 Amendment No. 6 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) TRANSCEND SERVICES, INC. (Name of Subject Company) TRANSCEND SERVICES, INC. (Names of Person(s) Filing Statement) Common Stock, $0.05 par value pe |
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| April 19, 2012 |
Nuance Waives eScription Condition in Tender Offer for Transcend Shares Press Release Exhibit (a)(5)(ii) Contacts: For Investors Kevin Faulkner Nuance Communications, Inc. |
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| April 19, 2012 |
- AMENDMENT NO. 5 TO SCHEDULE 14D-9 Amendment No. 5 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) TRANSCEND SERVICES, INC. (Name of Subject Company) TRANSCEND SERVICES, INC. (Names of Person(s) Filing Statement) Common Stock, $0.05 par value pe |
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| April 19, 2012 |
Schedule to Amendment No. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) TRANSCEND SERVICES, INC. (Name of subject company (Issuer)) TOWNSEND MERGER CORPORATION a wholly owned subsidiary of NUANCE COMMUNICATIONS, INC. (Name of Fili |
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| April 17, 2012 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) TRANSCEND SERVICES, INC. (Name of Subject Company) TRANSCEND SERVICES, INC. (Names of Person(s) Filing Statement) Common Stock, $0.05 par value per share (Title of Class |
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| April 17, 2012 |
Schedule TO Amendment No.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) TRANSCEND SERVICES, INC. (Name of subject company (Issuer)) TOWNSEND MERGER CORPORATION a wholly owned subsidiary of NUANCE COMMUNICATIONS, INC. (Name of Filin |
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| April 17, 2012 |
Nuance Extends Offer to Acquire Transcend Press Release Exhibit: (a)(5)(i) Contacts: For Investors Kevin Faulkner Nuance Communications, Inc. |
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| April 4, 2012 |
CORRESP Elizabeth O. Temple Direct Dial: 864-255-5415 Direct Fax: 864-255-5489 E-mail: [email protected] April 4, 2012 Via EDGAR and Facsimile Securities and Exchange Commission Office of Mergers and Acquisitions 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mellissa Duru Re: Transcend Services, Inc. Schedule 14D-9 filed on March 20, 2012 File No. 005-41016 Dear Ms. Duru: On behalf of T |
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| April 4, 2012 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) TRANSCEND SERVICES, INC. (Name of Subject Company) TRANSCEND SERVICES, INC. (Names of Person(s) Filing Statement) Common Stock, $0.05 par value per share (Title of Class |
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| March 29, 2012 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TRANSCEND SERVICES, INC. (Name of Subject Company) TRANSCEND SERVICES, INC. (Names of Person(s) Filing Statement) Common Stock, $0.05 par value per share (Title of Class |
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| March 29, 2012 |
IN THE SUPERIOR COURT OF FULTON COUNTY STATE OF GEORGIA EX-99.(A)(13) Exhibit (a)(13) IN THE SUPERIOR COURT OF FULTON COUNTY STATE OF GEORGIA 2012 CV213285 SAMIR SALVA, Individually and on Behalf of All Others Similarly Situated, DIRECT SHAREHOLDER COMPLAINT FOR BREACH OF FIDUCIARY DUTIES Plaintiff, vs. CLASS ACTION TRANSCEND SERVICES, INC, LARRY GERDES, JOSEPH G. BLESER, JOSEPH P. CLAYTON, JAMES D. EDWARDS, WALTER S. HUFF, JR., CHARLES E. THOELE, TOWN |
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| March 29, 2012 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TRANSCEND SERVICES, INC. (Name of subject company (Issuer)) TOWNSEND MERGER CORPORATION a wholly owned subsidiary of NUANCE COMMUNICATIONS, INC. (Name of Filing Persons (Offero |
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| March 28, 2012 |
SCHEDULE TO AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) TRANSCEND SERVICES, INC. (Name of subject company (Issuer)) TOWNSEND MERGER CORPORATION a wholly owned subsidiary of NUANCE COMMUNICATIONS, INC. (Name of Filin |
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| March 27, 2012 |
EX-99.(a)(11) Exhibit (a)(11) SUPERIOR COURT OF FULTON COUNTY, GEORGIA Broadway Capital, on Behalf of Itself and ) All Others Similarly Situated, ) No. 2012CV213119 ) Plaintiff, ) Filed in Office ) March 23, 2012 vs. ) Deputy Clerk Superior Court ) Fulton County, GA Larry G. Gerdes, Joseph G. Bleser, Joseph P. ) Clayton, James D. Edwards, Walter S. Huff ) Jury Trial Demanded Jr., Charles E. Thoele |
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| March 27, 2012 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) TRANSCEND SERVICES, INC. (Name of Subject Company) TRANSCEND SERVICES, INC. (Names of Person(s) Filing Statement) Common Stock, $0.05 par value per share (Title of Class |
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| March 27, 2012 |
EX-99.(a)(12) Exhibit (a)(12) IN THE SUPERIOR COURT OF DEKALB COUNTY STATE OF GEORGIA DAVID KRAUSE, On Behalf of Himself and All Others ) Similarly Situated, ) ) Plaintiff, ) C.A. No. ) v. ) ) TRANSCEND SERVICES, INC., LARRY G. GERDES, ) JOSEPH G. BLESER, JOSEPH P. CLAYTON, JAMES ) D. EDWARDS, WALTER S. HUFF, JR., CHARLES E. ) THOELE, NUANCE COMMUNICATIONS, INC. ) and TOWNSEND MERGER CORPORATION, |
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| March 20, 2012 |
Exhibit (a)(1)(i) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of TRANSCEND SERVICES, INC. |
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| March 20, 2012 |
Exhibit (d)(5) March 2, 2012 Susan McGrogan Dear Sue, In connection with the acquisition (the “Acquisition”) of Transcend Services, Inc. |
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| March 20, 2012 |
EX-99.(e)(7) Exhibit (e)(7) NON-COMPETE AND NON-SOLICITATION AGREEMENT THIS NON-COMPETE AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012, by and among Nuance Communications, Inc., a Delaware corporation (“Parent”) and the undersigned stockholder of the Company (“Stockholder”). RECITALS A. Concurrently with the execution of this Agreement, Parent, Towns |
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| March 20, 2012 |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, & other Exhibit (a)(1)(v) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of TRANSCEND SERVICES, INC. |
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| March 20, 2012 |
EX-99.(a)(8) Exhibit (a)(8) March 20, 2012 Dear Stockholder: We are pleased to inform you that on March 6, 2012, Transcend Services, Inc. (“Transcend”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nuance Communications, Inc., a Delaware corporation (“Parent”), and Townsend Merger Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Parent |
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| March 20, 2012 |
SC TO-T 1 d317599dsctot.htm SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSCEND SERVICES, INC. (Name of subject company (Issuer)) TOWNSEND MERGER CORPORATION a wholly owned subsidiary of NUANCE COMMUNICATIONS, INC. (Name of Filing Per |
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| March 20, 2012 |
Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of TRANSCEND SERVICES, INC. |
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| March 20, 2012 |
EX-99.(D)(6) 12 d317599dex99d6.htm OFFER LETTER BETWEEN NUANCE COMMUNICATIONS, INC. AND LANCE CORNELL Exhibit (d)(6) March 2, 2012 Lance Cornell Dear Lance, In connection with the acquisition (the “Acquisition”) of Transcend Services, Inc. (“Transcend”) by Nuance Communications, Inc. (“Nuance”), together defined as “the Company”, I am very pleased on behalf of Nuance to extend you an offer of cont |
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| March 20, 2012 |
EX-99.(A)(1)(II) 3 d317599dex99a1ii.htm FORM OF LETTER OF TRANSMITTAL Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of TRANSCEND SERVICES, INC. pursuant to the Offer to Purchase dated March 20, 2012 of TOWNSEND MERGER CORPORATION, a wholly owned subsidiary of NUANCE COMMUNICATIONS, INC. THE OFFER AND THE WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT |
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| March 20, 2012 |
EX-99.(e)(3) Exhibit (e)(3) CONFIDENTIALITY AGREEMENT July 15, 2011 Lance Cornell, CFO Transcend Services, Inc. One Glenlake Parkway, Suite 1325 Atlanta, GA 30328 Dear Larry: In connection with the consideration of a possible transaction between Transcend Services, Inc. (the “Company”) and Nuance Communications, Inc. (“Nuance”) (a “Possible Transaction”) each of the parties (each a “Disclosing Par |
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| March 20, 2012 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 20, 2012 |
EX-99.(e)(6) Exhibit (e)(6) March 2, 2012 Larry Gerdes Dear Larry, In connection with the acquisition (the “Acquisition”) of Transcend Services, Inc. (“Transcend”) by Nuance Communications, Inc. (“Nuance”), together defined as “the Company”, I regret to inform you that we are not in a position to offer you long term employment with the Company following the Acquisition. We would, however, apprecia |
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| March 20, 2012 |
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 EX-99.(A)(1)(VI) 7 d317599dex99a1vi.htm GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE W-9 Exhibit (a)(1)(vi) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Offeror—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer |
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| March 20, 2012 |
Offer Letter between Nuance Communications, Inc. and Larry Gerdes Exhibit (d)(4) March 2, 2012 Larry Gerdes Dear Larry, In connection with the acquisition (the “Acquisition”) of Transcend Services, Inc. (“Transcend”) by Nuance Communications, Inc. (“Nuance”), together defined as “the Company”, I regret to inform you that we are not in a position to offer you long term employment with the Company f |
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| March 20, 2012 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Others Exhibit (a)(1)(iv) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of TRANSCEND SERVICES, INC. |
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| March 20, 2012 |
NON-COMPETE AND NON-SOLICITATION AGREEMENT Form of Non-Compete and Non-Solicit Agreement Exhibit (d)(7) NON-COMPETE AND NON-SOLICITATION AGREEMENT THIS NON-COMPETE AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012, by and among Nuance Communications, Inc. |
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| March 20, 2012 |
EX-99.(e)(5) Exhibit (e)(5) March 2, 2012 Lance Cornell Dear Lance, In connection with the acquisition (the “Acquisition”) of Transcend Services, Inc. (“Transcend”) by Nuance Communications, Inc. (“Nuance”), together defined as “the Company”, I am very pleased on behalf of Nuance to extend you an offer of continued employment with Nuance following the Acquisition. We are excited about the Acquisit |
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| March 20, 2012 |
EX-99.(A)(1)(VII) 8 d317599dex99a1vii.htm FORM OF SUMMARY ADVERTISEMENT AS PUBLISHED ON MARCH 20, 2012 Exhibit (a)(1)(vii) This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated March 20, 2012 and the related Letter of Transmittal and any amendments or supplements ther |
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| March 20, 2012 |
EX-99.(E)(4) 4 d317898dex99e4.htm EX-99.(E)(4) Exhibit (e)(4) March 2, 2012 Susan McGrogan Dear Sue, In connection with the acquisition (the “Acquisition”) of Transcend Services, Inc. (“Transcend”) by Nuance Communications, Inc. (“Nuance”), together defined as “the Company”, I am very pleased on behalf of Nuance to extend you an offer of continued employment with Transcend following the Acquisitio |
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| March 20, 2012 |
Exhibit (d)(3) CONFIDENTIALITY AGREEMENT July 15, 2011 Lance Cornell, CFO Transcend Services, Inc. |
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| March 15, 2012 |
Annual Report - ANNUAL 10-K REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2011 OR o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 000-18217 TRANSCEN |
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| March 15, 2012 |
FORM OF TENDER AND VOTING AGREEMENT FORM OF TENDER AND VOTING AGREEMENT DATED AS OF MARCH 6, 2012 Exhibit 4.2 EXECUTION VERSION EXHIBIT A FORM OF TENDER AND VOTING AGREEMENT THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012 by and between Nuance Communications, Inc., a Delaware corporation (“Parent”), Townsend Merger Corporation, a Delaware corporation and wholly owned subsidiary of Par |
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| March 15, 2012 |
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 6, 2012 Exhibit 4.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 6, 2012 by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Townsend Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Transcend Service |
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| March 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 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): March 12, 2012 Transcend Services, Inc. (Exact name of registrant as specified in its charter) Delaware 0-18217 33-0378756 (State or other jurisdiction of incorporation) (Commission fi |
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| March 15, 2012 |
TRCR / Transcend Services Inc / Nuance Communications, Inc. - SCHEDULE 13D Activist Investment SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Transcend Services, Inc. (Name of Issuer) Common Stock, par value $.05 per share (Title of Class of Securities) 893929208 (CUSIP Number) Todd DuChene Executive Vice President and General Counsel Nuance Communications, Inc. 1 Wayside Road Burl |
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| March 15, 2012 |
EXHIBIT 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Salar, Incorporated Maryland Heartland Asia Limited Mauritius Transcend India Private Limited India Transcend MT Services Private Limited India All of the above listed entities are 100% directly or indirectly owned by Transcend Services, Inc |
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| March 12, 2012 |
TRCR / Transcend Services Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 trcr01.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Transcend Services, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 893929208 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of |
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| March 8, 2012 |
TRCR / Transcend Services Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Transcend Services, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 893929208 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and |
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| March 7, 2012 |
EX-99.1 Exhibit 99.1 Nuance to Acquire Transcend Accretive Transaction to Accelerate Adoption of Nuance Healthcare Solutions by Small- to Mid-Sized Hospital Market, Bring Strong Customer Base and Recurring Revenue BURLINGTON, Mass., March 7, 2012 – Nuance Communications, Inc. (NASDAQ: NUAN) and Transcend Services, Inc. (NASDAQ: TRCR) today announced a definitive agreement for Nuance to acquire Tra |
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| March 7, 2012 |
EX-99.1 Nuance to Acquire Transcend Accretive Transaction to Accelerate Adoption of Nuance Healthcare Solutions by Small- to Mid-Sized Hospital Market, Bring Strong Customer Base and Recurring Revenue BURLINGTON, Mass., March 7, 2012 – Nuance Communications, Inc. (NASDAQ: NUAN) and Transcend Services, Inc. (NASDAQ: TRCR) today announced a definitive agreement for Nuance to acquire Transcend, a lea |
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| March 7, 2012 |
EX-99.2 Exhibit 99.2 March 7, 2012 Dear Valued Customer, We are very excited to announce that Nuance, an industry leader in clinical documentation technology and services and Transcend, have entered into a definitive agreement under which Nuance will acquire Transcend. We currently anticipate that the transaction will close during the second half of Nuance’s fiscal year 2012. We believe that this |
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| March 7, 2012 |
EX-99.6 Exhibit 99.6 Transcend Employee FAQ 1. What is being announced? The expected acquisition of Transcend by Nuance. The two companies have announced that they have entered into a definitive agreement for Nuance to acquire Transcend through a cash tender offer. The transaction has been unanimously approved by the board of directors of each company. Based on Transcend’s 11.3 million shares outs |
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| March 7, 2012 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among NUANCE COMMUNICATIONS, INC. TOWNSEND MERGER CORPORATION and TRANSCEND SERVICES, INC. dated as of March 6, 2012 ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 10 1.3 Certain Interpretations 12 ARTICLE II THE OFFER 13 2.1 The Offer 13 2.2 Company Actions 17 2.3 Company Board |
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| March 7, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSCEND SERVICES, INC. (Name of subject company (Issuer)) TOWNSEND MERGER CORPORATION a wholly owned subsidiary of NUANCE COMMUNICATIONS, INC. (Name of Filing Persons (Offerors)) Common Stock, par value |
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| March 7, 2012 |
E-mail communication to Nuance Customers Exhibit 99.3 [NUANCE CUSTOMER], I’m writing to share some exciting news. Today, Nuance announced a definitive agreement to acquire Transcend, a leading provider of medical transcription and speech editing services. The combination of Nuance’s proven clinical documentation and transcription technology and services, with Transcend’s complementary services str |
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| March 7, 2012 |
TRANSCEND SERVICES, INC. EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS, AND NON-COMPETITION AGREEMENT EX-10.2 Exhibit 10.2 TRANSCEND SERVICES, INC. EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS, AND NON-COMPETITION AGREEMENT In consideration of my employment or continued employment by Transcend Services, Inc. or any assign or successor in interest (“the Company”) and the compensation now and hereafter paid to me, I hereby agree as follows: 1. DEFINITIONS. 1.1 Intellectual Property Rights. As used h |
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| March 7, 2012 |
Joint Press Release dated March 7, 2012 Nuance to Acquire Transcend Accretive Transaction to Accelerate Adoption of Nuance Healthcare Solutions by Small- to Mid-Sized Hospital Market, Bring Strong Customer Base and Recurring Revenue BURLINGTON, Mass. |
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| March 7, 2012 |
EX-99.7 Transcend Services Moderator: Donna DonFrancesco 03-07-12/9:00 a.m. ET Confirmation # 59964250 Page 1 Transcend Services Moderator: Donna DonFrancesco March 7, 2012 9:00 a.m. ET Operator: Good morning, my name is (Melissa) and I will be your conference operator today. At this time, I would like to welcome everyone to the town hall meeting. All lines have been placed on mute to prevent any |
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| March 7, 2012 |
EX-99.3 Exhibit 99.3 March 7, 2012 Dear Transcend Partners, We are very excited to announce that Nuance, an industry leader in clinical documentation technology and services and Transcend, have entered into a definitive agreement under which Nuance will acquire Transcend. We currently anticipate that the transaction will close during the second half of Nuance’s fiscal year 2012. We believe that th |
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| March 7, 2012 |
FORM OF TENDER AND VOTING AGREEMENT EX-10.1 Exhibit 10.1 EXECUTION VERSION EXHIBIT A FORM OF TENDER AND VOTING AGREEMENT THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012 by and between Nuance Communications, Inc., a Delaware corporation (“Parent”), Townsend Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder ( |
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| March 7, 2012 |
EX-99.4 Exhibit 99.4 Transcend Customer/Partner FAQs 1. What is being announced? The expected acquisition of Transcend by Nuance. The two companies have announced that they have entered into a definitive agreement for Nuance to acquire Transcend through a cash tender offer. The transaction has been unanimously approved by the board of directors of each company. Based on Transcend’s 11.3 million sh |
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| March 7, 2012 |
Letter to Transcend employees Exhibit 99.6 Dear Transcend Colleagues – As Sue and Larry discussed in today’s meeting, I’m very pleased to celebrate Nuance’s definitive agreement to acquire Transcend. While I will be onsite tomorrow at Transcend, it was important to me to reach out to you today with the following message. At Nuance, we’re proud to partner with healthcare organizations of all sizes, |
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| March 7, 2012 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSCEND SERVICES, INC. (Name of Subject Company) TRANSCEND SERVICES, INC. (Names of Person(s) Filing Statement) Common Stock, $0.05 par value per share (Title of Class of Securities) 89392 |
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| March 7, 2012 |
Frequently Asked Questions Exhibit 99.5 Who is Transcend? Transcend is provider of medical transcription and speech editing. Transcend is a public company that consistently delivers fast turnaround times and accurate reporting to more than 320 hospitals and health systems. Transcend’s workforce is comprised of more than 1,900 domestic medical language specialists (MLSs), whose service and skills h |
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| March 7, 2012 |
Letter to Nuance Transcription Services employees Exhibit 99.4 Dear Colleagues, I am writing to inform you that today Nuance announced an agreement to acquire Transcend, a provider of medical transcription and speech editing. The addition of Transcend will bring tremendous value to our Nuance Transcription Services (NTS) business and to our healthcare portfolio as a whole. As you likely saw, from |
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| March 7, 2012 |
Letter to Nuance Healthcare Division Exhibit 99.2 Colleagues, I’m writing to let you know that Nuance has announced an agreement to acquire Transcend, a provider of medical transcription and speech editing. The addition of Transcend will bring tremendous value to our Nuance Transcription Services (NTS) business and to our healthcare portfolio as a whole. With its transcription leadership and custo |
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| March 7, 2012 |
Letter to Nuance Customers Exhibit 99.1 Dear [NUANCE CUSTOMER], I’m writing to share some exciting news. We are pleased to announce that Nuance and Transcend have entered into a definitive agreement in which Nuance will acquire Transcend. The combination of Nuance’s proven clinical documentation and transcription technology and services, with Transcend’s complementary services strengths, uniquely |
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| March 7, 2012 |
Agreement and Plan of Merger Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among NUANCE COMMUNICATIONS, INC. TOWNSEND MERGER CORPORATION and TRANSCEND SERVICES, INC. dated as of March 6, 2012 ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 10 1.3 Certain Interpretations 12 ARTICLE II THE OFFER 13 2.1 The Offer 13 2.2 Company Action |
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| March 7, 2012 |
FORM OF TENDER AND VOTING AGREEMENT Form of Tender and Voting Agreement Exhibit 10.1 EXECUTION VERSION EXHIBIT A FORM OF TENDER AND VOTING AGREEMENT THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012 by and between Nuance Communications, Inc., a Delaware corporation (“Parent”), Townsend Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and t |
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| March 7, 2012 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 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): March 6, 2012 Transcend Services, Inc. (Exact name of registrant as specified in its charter) Delaware 0-18217 33-0378756 (State or other jurisdiction of incorporation) (Commission |
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| March 7, 2012 |
Transcend Services, Inc. Retention Bonus Plan EX-10.3 Exhibit 10.3 Transcend Services, Inc. Retention Bonus Plan Purpose The purpose of this Retention Bonus Plan (“Plan”) is to protect the interests of Transcend Services, Inc. (“Company”) and any acquirer by giving key employees incentive to remain employed by the Company from the announcement date of a change of control transaction through the closing date of the transaction. The occurrence |
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| March 7, 2012 |
EX-99.5 Exhibit 99.5 March 7, 2012 Dear Transcend Employees, We are very excited to announce that Nuance, an industry leader in clinical documentation technology and services and Transcend, have entered into a definitive agreement under which Nuance will acquire Transcend. We currently anticipate that the transaction will close during the second half of Nuance’s fiscal year 2012. We believe that t |
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| March 7, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 6, 2012 NUANCE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27038 94-3156479 (State or other jurisdiction of incorporation) |
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| March 7, 2012 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSCEND SERVICES, INC. (Name of subject company (Issuer)) TOWNSEND MERGER CORPORATION a wholly owned subsidiary of NUANCE COMMUNICATIONS, INC. (Name of Filing Persons (Offerors)) Common Stock, p |
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| March 7, 2012 |
Nuance to Acquire Transcend - EX-99.1 EX-99.1 Exhibit 99.1 Nuance to Acquire Transcend Accretive Transaction to Accelerate Adoption of Nuance Healthcare Solutions by Small- to Mid-Sized Hospital Market, Bring Strong Customer Base and Recurring Revenue BURLINGTON, Mass., March 7, 2012 – Nuance Communications, Inc. (NASDAQ: NUAN) and Transcend Services, Inc. (NASDAQ: TRCR) today announced a definitive agreement for Nuance to acquire Tra |
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| February 2, 2012 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Neil Berkman, Investor Relations, 310-477-3118, [email protected] Larry Gerdes, Chief Executive Officer, 678-808-0600, [email protected] Lance Cornell, Chief Financial Officer, 678-808-0600, [email protected] February 2, 2012 (BW) (TRANSCEND SERVICES, INC.) (TRCR) TRANSCEND REPORTS 22% REVENUE GROWTH FOR THE FOURTH QUARTER AND RECO |
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| February 2, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 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): February 2, 2012 TRANSCEND SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 0-18217 33-0378756 (State or other jurisdiction of incorporation) (Commission |
