Exhibit 1(b)
PARENT VOTING AGREEMENT
This Parent Voting Agreement ("Agreement") is made and entered into as
of January 15, 2000, between Caere Corporation, a Delaware corporation (the
"Company"), and the undersigned stockholder ("Stockholder") of ScanSoft,
Inc., a Delaware corporation ("Parent").
RECITALS
A. Concurrently with the execution of this Agreement, Parent, the
Company and Scorpion Acquisitions Corporation, a Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), are entering into an
Agreement and Plan of Reorganization attached hereto and made a part hereof
(the "Merger Agreement") which provides for the merger (the "Merger") of
Merger Sub and the Company. Pursuant to the Merger, all of the issued and
outstanding shares of capital stock of the Company will be converted at the
Effective Time (as defined in the Merger Agreement) into shares of Common
Stock of Parent and the right to receive cash on the basis described in the
Merger Agreement.
B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) of the number of
outstanding shares of capital stock of the Company indicated on Annex I to
this Agreement.
C. As a material inducement to enter into the Merger Agreement, Parent
and the Company desire the Stockholder to agree, and in consideration of
good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the Stockholder is willing to agree, to vote the Shares
and New Shares (as defined below) so as to facilitate consummation of the
Merger.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
CUSIP No. 80603P-10-7 Page 13 of 17
1. AGREEMENT TO VOTE SHARES; ADDITIONAL PURCHASES; TRANSFERS AND
ENCUMBRANCE.
1.1 AGREEMENT TO VOTE SHARES. During the term of this
Agreement, at every meeting of the stockholders of Parent called with
respect to any of the following, and at every adjournment thereof, and on
every action or approval by written consent of the stockholders of Parent
with respect to any of the following, Stockholder shall cause the Shares and
any New Shares (as defined below) to be voted in favor of the issuance of
shares of Parent Common Stock pursuant to the Merger, and an amendment to
Parent's Certificate of Incorporation to increase the authorized number of
shares of Parent Common Stock by an amount sufficient to permit Parent to
effect the lawful and valid issuance to the stockholders of the Company of
that number of shares of Parent Common Stock to be issued to the
stockholders of the Company pursuant to the Merger Agreement.
1.2 DEFINITION. For purposes of this Agreement, "Shares" shall
mean all issued and outstanding shares of capital stock of Parent for which
Stockholder is the beneficial owner or over which Stockholder has voting
control, including any securities convertible into, or exercisable or
exchangeable for shares of Parent's capital stock, all as set forth on Annex
I attached hereto.
1.3 ADDITIONAL PURCHASES. Stockholder agrees that any shares of
capital stock of Parent that Stockholder purchases or with respect to which
Stockholder otherwise acquires beneficial ownership or voting control after
the execution of this Agreement and prior to the date of termination of this
Agreement ("New Shares") shall be subject to the terms and conditions of
this Agreement to the same extent as if they constituted Shares.
1.4 TRANSFER AND ENCUMBRANCE. Without the prior written consent
of the Company, Stockholder agrees not to transfer, sell, exchange, pledge,
gift, or otherwise dispose of or encumber (collectively, "Transfer") any of
the Shares or any New Shares or to make any offer or agreement relating
thereto. Stockholder acknowledges that the intent of the foregoing sentence
is to ensure that the Company retains the right under the Proxy (as defined
in Section 2 hereof) to vote the Shares and any New Shares in accordance
with the terms of the Proxy.
2. IRREVOCABLE PROXY. Concurrently with the execution of this
Agreement, Stockholder agrees to deliver to the Company a proxy in the form
attached hereto as Exhibit A (the "Proxy") with respect to the Shares and
New Shares, which, subject to Section 6 hereof, shall be irrevocable to the
fullest extent permitted by applicable law.
3. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.
(i) Stockholder is the beneficial owner of the Shares free and
clear of any liens, claims, options, charges or other encumbrances.
(ii) Stockholder does not beneficially own any securities of
Parent other than the shares of Common Stock of Parent and options and
warrants to purchase shares of Common Stock of Parent indicated on Annex I
to this Agreement.
(iii) Except as set forth in the Voting Agreement dated as of
March 2, 1999, by and among Parent, Xerox Corporation, and certain of the
stockholders of Parent, Stockholder (A) has full authority to vote and
direct the voting of the Shares; (B) does not beneficially own any
securities of Parent other than the Shares indicated on the final page of
this Agreement; and (C) has full power and authority to make, enter into and
carry out the terms of this Agreement and the Proxy.
4. ADDITIONAL DOCUMENTS; STOCKHOLDER AGREEMENT. Stockholder hereby
covenants and agrees to execute and deliver any additional documents
necessary or desirable, in the reasonable opinion of the Company, to carry
out the intent of this Agreement.
5. CONSENT AND WAIVER. During the term of this Agreement, Stockholder
shall give any consents or waivers that are reasonably required for the
consummation of the Merger pursuant to the Merger Agreement under the terms
of any agreements to which Stockholder is a party or pursuant to any rights
Stockholder may have.
CUSIP No. 80603P-10-7 Page 14 of 17
6. TERMINATION. This Agreement and the Proxy shall terminate and
shall have no further force or effect as of the earlier to occur of (i) such
date and time as the Merger shall become effective in accordance with the
terms and provisions of the Merger Agreement, (ii) such date and time as the
Merger Agreement shall have been terminated in accordance with its terms, or
(iii) the amendment, extension or waiver of any of the material provisions
of the Merger Agreement unless Stockholder has given its prior written
consent to same.
7. MISCELLANEOUS.
7.1 SEVERABILITY. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
7.2 BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns and any
person or entity to which legal or beneficial ownership of such Shares or
New Shares shall pass whether by operation of law or otherwise, but, except
as otherwise specifically provided herein, neither this Agreement nor any of
the rights, interests or obligations of the parties hereto may be assigned
by either of the parties without prior written consent of the other.
7.3 AMENDMENTS AND MODIFICATION. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
7.4 SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto
acknowledge that the Company will be irreparably harmed and that there will
be no adequate remedy at law for a violation of any of the covenants or
agreements of Stockholder set forth herein. Therefore, it is agreed that,
in addition to any other remedies that may be available to the Company upon
any such violation, the Company shall have the right to enforce such
covenants and agreements by specific performance, injunctive relief or by
any other means available to the Company at law or in equity.
7.5 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person or sent by overnight courier by a reputable carrier (prepaid) to the
respective parties as follows:
If to the Company: Caere Corporation
000 Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attn: President and Chief Executive Officer
With a copy to: Xxxxxx Godward LLP
5 Palo Alto Square
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxx, Esq.
If to the Stockholder: To the address for notice set forth on the
signature page hereof.
With a copy to: Xerox Corporation
X.X. Xxx 0000
000 Xxxx Xxxxx Xxxx
XXXXX Xx. 00000X-00-0 Page 15 of 17
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Senior Vice President and General
Counsel
or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall only be effective upon receipt.
7.6 GOVERNING LAw. This Agreement shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of Delaware
(without regard to any principles of conflict of laws thereof which would
require a different choice of law).
7.7 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties
with respect to such subject matter.
7.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
7.9 EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Parent Voting
Agreement to be duly executed on the date and year first above written.
COMPANY
By: ____________________________
Name: __________________________
Title: _________________________
STOCKHOLDER:
By: _____________________________
Name: ___________________________
Title: __________________________
Stockholder's Address for Notice:
P. O. Box 1600
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
[SIGNATURE PAGE TO PARENT VOTING AGREEMENT]
ANNEX I
Stockholder beneficially owns and has voting control over the following
capital stock of Parent:
Common Stock
1. 11,853,602 shares of Common Stock of Parent.
Options, Warrants and Other Convertible Securities
1. 0 shares of capital stock issuable upon exercise of Stock
Options.
CUSIP No. 80603P-10-7 Page 16 of 17
2. 316,630 shares of Common Stock issuable upon exercise of
Warrants (as of January 14, 2000).
3. 3,562,238 shares of Series B Preferred Stock issuable upon
exercise or conversion of other outstanding securities of Parent.
EXHIBIT A
IRREVOCABLE PROXY
The undersigned Stockholder of ScanSoft, Inc., a Delaware corporation
(the "PARENT"), hereby irrevocably appoints the directors on the Board of
Directors of Caere Corporation, a Delaware corporation (the "COMPANY"), and
each of them, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to the full
extent of the undersigned's rights with respect to the voting of the Shares
and New Shares (as each such term is defined in the Parent Voting Agreement
of even date between Parent and the Stockholder (the "VOTING AGREEMENT")) on
the matters described below (and on no other matter), until such time as the
Voting Agreement shall be terminated in accordance with its terms. Upon the
execution hereof, all prior proxies given by the undersigned with respect to
the Shares and any and all other shares or securities issued or issuable in
respect thereof on or after the date hereof are hereby revoked and no
subsequent proxies will be given.
This proxy is irrevocable (to the fullest extent permitted by law and
subject to the termination of the Proxy as set forth in Section 6 of the
Voting Agreement), is granted pursuant to the Voting Agreement, is granted
in consideration of the Company entering into the Merger Agreement (as
defined in the Voting Agreement) and is coupled with an interest. The
attorneys and proxies named above will be empowered at any time prior to the
termination of this proxy pursuant to Section 6 of the Voting Agreement to
exercise all voting rights (including, without limitation, the power to
execute and deliver written consents with respect to the Shares and the New
Shares) of the undersigned at every annual, special or adjourned meeting of
Parent's stockholders, and in every written consent in lieu of such a
meeting, or otherwise, to vote the Shares and the New Shares in favor of the
issuance of shares of Parent Common Stock pursuant to the Merger (as defined
in the Voting Agreement), and an amendment to Parent's Certificate of
Incorporation to increase the authorized number of shares of Parent Common
Stock by an amount sufficient to permit Parent to effect the lawful and
valid issuance to the stockholders of the Company of the number of shares of
Parent Common Stock to be issued to the stockholders of the Company pursuant
to the Merger Agreement (collectively, the "SPECIFIED MATTERS").
The attorneys and proxies named above may only exercise this proxy to
vote the Shares and any New Shares subject hereto at any time prior to the
termination of this proxy pursuant to Section 6 of the Voting Agreement, at
every annual, special or adjourned meeting of the stockholders of Parent and
in every written consent in lieu of such meeting. The undersigned
Stockholder may vote the Shares and New Shares on all matters other than the
Specified Matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable and coupled with an interest.
CUSIP No. 80603P-10-7 Page 17 of 17
Dated: January 15, 2000
Signature of Stockholder: _____________________
Print Name of Stockholder: ____________________
***PROXY***
