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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and Amendments Thereto
Filed Pursuant to Rule 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Nuance Communications, Inc.
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class of Securities)
669967101
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 669967101 |
SCHEDULE 13G/A | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||||
| Cisco Systems, Inc. Tax ID Number: 77-0059951 |
||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||||||
| 3 | SEC USE ONLY | |||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||
| State of California | ||||||||
| NUMBER OF
SHARES |
5 | SOLE VOTING POWER
1,935,000 |
||||||
| BENEFICIALLY
OWNED BY |
6 | SHARED VOTING POWER
0 |
||||||
| EACH
REPORTING |
7 | SOLE DISPOSITIVE POWER
1,935,000 |
||||||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER
0 |
||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||
| 1,935,000 | ||||||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||||||
| 5.54% | ||||||||
| 12 | TYPE OF REPORTING PERSON | |||||||
| CO | ||||||||
| CUSIP No. 669967101 | SCHEDULE 13G/A | Page 3 of 5 Pages |
| Item 1(a) | Name of Issuer: | |||
| Nuance Communications, Inc. | ||||
| Item 1(b) | Address of Issuer’s Principal Executive Offices: | |||
| 1005 Hamilton Court, Menlo Park, California 94025 | ||||
| Item 2(a) | Name of Person Filing: | |||
| Cisco Systems, Inc. | ||||
| Item 2(b) | Address of Principal Business Office or, If None, Residence | |||
| 170 West Tasman Drive, San Jose, California 95134 | ||||
| Item 2(c) | Citizenship: | |||
| State of California | ||||
| Item 2(d) | Title of Class of Securities: | |||
| Common stock, $0.001 par value per share | ||||
| Item 2(e) | CUSIP Number: | |||
| 669967101 | ||||
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): | |||
| Not applicable. | ||||
| Item 4. | Ownership | |||
| The following information with respect to the ownership of the Common Stock of the Issuer by the Person filing this Statement is provided as of December 31, 2003 | ||||
| (a) Amount Beneficially Owned: 1,935,000. | ||||
| (b) Percent of Class: 5.54% | ||||
| (c) Number of shares as to which such person has: | ||||
| (i) sole power to vote or direct the vote: 1,935,000 | ||||
| (ii) shared power to vote or direct the vote: 0 | ||||
| (iii) sole power to dispose or to direct the disposition of: 1,935,000 | ||||
| (iv) shared power to dispose or to direct the disposition of: 0 | ||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||
| Not applicable. | ||||
| CUSIP No. 669967101 | SCHEDULE 13G/A | Page 4 of 5 Pages |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person | |
| Not applicable. | ||
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group | |
| Not applicable. | ||
| Item 10. | Certifications | |
| Not applicable. | ||
| CUSIP No. 669967101 | SCHEDULE 13G/A | Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 12, 2004 |
CISCO SYSTEMS, INC. | |||||||
| By: | /s/ Dennis D. Powell | |||||||
| Name: |
Dennis D. Powell | |||||||
| Title: |
Senior Vice President and Chief Financial Officer | |||||||