content: <PAGE>
  
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 2003
  
                                                   REGISTRATION NO. 333-__________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  ----------------
  
                                   SCANSOFT, INC.
                 (Exact name of issuer as specified in its charter)
  
                DELAWARE                                  94-3156479
      (State or other jurisdiction                     (I.R.S. employer
    of incorporation or organization)                identification number)
  
                  9 CENTENNIAL DRIVE, PEABODY, MASSACHUSETTS 01960
                 (Address of principal executive offices) (Zip Code)
  
                     SCANSOFT, INC. 2000 NONSTATUTORY STOCK PLAN
        AMENDED AND RESTATED SCANSOFT, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
   SCANSOFT 2003 STOCK PLAN (FORMERLY THE SPEECHWORKS INTERNATIONAL, INC.
                 2000 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN)
                SCANSOFT, INC. STAND-ALONE STOCK OPTION AGREEMENT (A)
                                (Full title of plans)
  
                                     DAVID GERTH
                               CHIEF FINANCIAL OFFICER
                                   SCANSOFT, INC.
                  9 CENTENNIAL DRIVE, PEABODY, MASSACHUSETTS 01960
                       (Name and address of agent for service)
  
     TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (978) 977-2000
  
                                     Copies to:
  
                              KATHARINE A. MARTIN, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI, PC
                                 650 PAGE MILL ROAD
                             PALO ALTO, CALIFORNIA 94304
  
  <PAGE>
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------------------
                                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM
    TITLE OF SECURITIES TO BE               AMOUNT TO BE        OFFERING PRICE PER   AGGREGATE OFFERING      AMOUNT OF
           REGISTERED                       REGISTERED*               SHARE                 PRICE         REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
  <S>                                     <C>                   <C>                  <C>                  <C>
  Common Stock, $0.001 par                3,000,000 shares          $ 4.475**            $13,425,000         $1,086.08
  value, to be issued upon the
  exercise of options granted
  under the ScanSoft, Inc. 2000
  Nonstatutory Stock Plan.****
  
  Common Stock, $0.001 par                  500,000 shares          $ 4.475**            $ 2,237,500         $  181.01
  value, to be issued under
  the Amended and Restated
  ScanSoft, Inc. 1995 Stock
  Purchase Plan.****
  
  Common Stock, $0.001 par                4,122,430 shares          $ 4.475**            $18,447,874         $1,492.43
  value, to be issued upon the
  exercise of options granted
  under the ScanSoft 2003
  Stock Plan.****
  
  Common Stock, $0.001 par                   10,000 shares          $1.7200***           $    17,200         $    1.39
  value, to be issued upon the
  exercise of options granted
  under the ScanSoft, Inc.
  Stand-Alone Stock Option
  Agreement (A).****
  
  Total                                   7,632,430 shares                               $34,127,574         $2,760.92
  </TABLE>
  
  *    This registration Statement shall be deemed to cover any additional shares
       of the Registrant's Common Stock that become issuable under the above
       listed plans by reason of any stock dividend, stock split, recapitalization
       or similar transaction effected without the Registrant's receipt of
       consideration that results in an increase in the number of the Registrant's
       outstanding shares of Common Stock.
  
  **   Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
       on the basis of $4.475 per share, the average of the high and low prices
       per share of the Common Stock as reported on the NASDAQ National Market on
       September 10, 2003.
  
  ***  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
       $1.7200 per share, the price at which the option granted pursuant to the
       Agreement may be exercised.
  
  **** Pursuant to a Preferred Shares Rights Agreement dated as of October 23,
       1996, one preferred share purchase right will be issued with each share of
       common stock issued by the Registrant. The rights currently are not
       separately transferable apart from the common stock, nor are they
       exercisable until the occurrence of certain events. Accordingly, no
       independent value has been attributed to the rights.
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The following documents are incorporated by reference in this registration
  statement: (i) the latest annual report of ScanSoft, Inc. (the "Registrant")
  filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"); (ii) all other reports filed by the Registrant
  pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the
  fiscal year covered by the annual report referred to in clause (i) above; and
  (iii) the description of the Registrant's common stock contained in the
  Registrant's Registration Statement on Form 8-A filed with the Commission on
  October 20, 1995, including any amendment or report filed for the purpose of
  updating such description. All documents filed by the Registrant after the date
  of this registration statement pursuant to
  
                                         2
  
  <PAGE>
  
  Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment (that indicates all securities offered have been sold
  or deregisters all securities then remaining unsold), shall be deemed to be
  incorporated by reference in this registration statement and to be a part hereof
  from the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
  Inapplicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  Inapplicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  Our Certificate of Incorporation eliminates the liability of our directors to
  us for monetary damages for breach of fiduciary duty as a director to the
  fullest extent permissible under Delaware law, as such law exists currently or
  as it may be amended in the future. Under Delaware law, such provision may not
  eliminate or limit director monetary liability for: (a) breaches of the
  director's duty of loyalty to us or our stockholders; (b) acts or omissions not
  in good faith or involving intentional misconduct or knowing violations of law;
  (c) the payment of unlawful dividends or unlawful stock repurchases or
  redemptions; or (d) transactions in which the director received an improper
  personal benefit. Such limitation of liability provisions also may not limit a
  director's liability for violation of, or otherwise relieve us or our directors
  from the necessity of complying with, federal or state securities laws, or
  affect the availability of non-monetary remedies such as injunctive relief or
  rescission.
  
  Our Bylaws provide that we shall indemnify our directors and officers and may
  indemnify our employees and other agents to the fullest extent permitted by
  law. We believe that indemnification under our Bylaws covers at least
  negligence and gross negligence on the part of indemnified parties. Our Bylaws
  also permit us to secure insurance on behalf of any officer, director, employee
  or other agent for any liability arising out of his or her actions in such
  capacity, regardless of whether we would have the power to indemnify him or her
  against such liability under the General Corporation Law of Delaware. We
  currently have secured such insurance on behalf of our officers and directors.
  
  We have entered into agreements to indemnify our directors and officers, in
  addition to indemnification provided for in our Bylaws. Subject to certain
  conditions, these agreements, among other things, indemnify our directors and
  officers for certain expenses (including attorney's fees), judgments, fines and
  settlement amounts incurred by any such person in any action or proceeding,
  including any action by or in the right of ScanSoft, arising out of such
  person's services as a director or officer of our company, any of our
  subsidiaries or any other company or enterprise to which the person provides
  services at our request.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
  Inapplicable.
  
  ITEM 8. EXHIBITS
  
  4.1      ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
  
  4.2      Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
  
  4.3      ScanSoft 2003 Stock Plan.
  
  4.4      ScanSoft, Inc. Stand-Alone Stock Option Agreement (A)
  
  5.1      Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  10.1     Form of Indemnification Agreement.
  
  23.1     Consent of PricewaterhouseCoopers LLP.
  
  23.2     Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
           (included in Exhibit 5.1 above).
  
  24.1     Power of Attorney.
  
  ITEM 9. UNDERTAKINGS
  
       (a)  The undersigned Registrant hereby undertakes:
  
            (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
                 (i) To include any prospectus required by section 10(a)(3) of the
  Securities Act of 1933, as amended (the "Securities Act");
  
                                         3
  
  <PAGE>
  
                 (ii) To reflect in the prospectus any facts or events arising
  after the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the registration
  statement;
  
                 (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement;
  
  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act") that are incorporated by reference in the registration
  statement.
  
            (2) That, for the purpose of determining any liability under the
  Securities Act each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
            (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
       (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                         4
  
  <PAGE>
  
                                     SIGNATURES
  
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Peabody, State of Massachusetts on the 12th day of
  September, 2003.
  
                           SCANSOFT, INC.
  
                           By /s/ Paul A. Ricci
                              -------------------------
                                    Paul A. Ricci
                              Chairman of the Board and
                               Chief Executive Officer
  
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  <TABLE>
  <CAPTION>
            SIGNATURE                                     TITLE                              DATE
            ---------                                     -----                              ----
  <S>                                        <C>                                       <C>
  
  /s/ Paul A. Ricci
  -------------------------------            Chairman of the Board and Chief           September 12, 2003
            Paul A. Ricci                    Executive Officer (Principal
                                             Executive Officer)
  
  /s/ David A. Gerth
  -------------------------------            Senior Vice President and Chief           September 12, 2003
          David A. Gerth                     Financial Officer (Principal
                                             Financial Officer)
  
  /s/ Gerald C. Kent, Jr.
  -------------------------------            Chief Accounting Officer and              September 12, 2003
         Gerald C. Kent, Jr.                 Corporate Controller (Principal
                                             Accounting Officer)
  Directors:
  
                   *
  -------------------------------
            Paul A. Ricci                    Chairman of the Board                     September 12, 2003
  
                   *
  -------------------------------
           Stuart Patterson                  Director                                  September 12, 2003
  
                   *                         Director                                  September 12, 2003
  -------------------------------
            Robert G. Teresi
  
                   *                         Director                                  September 12, 2003
  -------------------------------
         Katharine A. Martin.
  
                   *                         Director                                  September 12, 2003
  -------------------------------
        Robert J. Frankenberg
  
                   *                         Director                                  September 12, 2003
  -------------------------------
            Mark B. Myers
  
                   *                         Director                                  September 12, 2003
  -------------------------------
            Robert Finch
  
                   *                         Director                                  September 12, 2003
  -------------------------------
            John Freker
  
  *By  /s/ David A. Gerth
     ----------------------------
          David A. Gerth
         Attorney-in-Fact
  </TABLE>
  
                                         5
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  4.1      ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
  
  4.2      Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
  
  4.3      ScanSoft, Inc. 2003 Stock Plan.
  
  4.4      ScanSoft, Inc. Stand-Alone Stock Option Agreement (A)
  
  5.1      Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  10.1     Form of Indemnification Agreement.
  
  23.1     Consent of PricewaterhouseCoopers LLP.
  
  23.2     Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
           (included in Exhibit 5.1 above).
  
  24.1     Power of Attorney.
  
                                         6
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b47749sisv8.txt", "description": "SCANSOFT, INC.", "secsgml_size_bytes": 17527}]
metadata_filer: {"company-data": {"conformed-name": "SCANSOFT INC", "cik": "0001002517", "assigned-sic": "7372", "irs-number": "943156479", "state-of-incorporation": "DE", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108767", "film-number": "03894263"}, "business-address": {"street1": "9 CENTENNIAL DRIVE", "city": "PEABODY", "state": "MA", "zip": "01960", "phone": "9789772000"}, "mail-address": {"street1": "2560 W BAYSHORE RD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}, "former-company": {"former-conformed-name": "VISIONEER INC", "date-changed": "19951020"}}
text: AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 2003
  
                                                   REGISTRATION NO. 333-__________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  ----------------
  
                                   SCANSOFT, INC.
                 (Exact name of issuer as specified in its charter)
  
                DELAWARE                                  94-3156479
      (State or other jurisdiction                     (I.R.S. employer
    of incorporation or organization)                identification number)
  
                  9 CENTENNIAL DRIVE, PEABODY, MASSACHUSETTS 01960
                 (Address of principal executive offices) (Zip Code)
  
                     SCANSOFT, INC. 2000 NONSTATUTORY STOCK PLAN
        AMENDED AND RESTATED SCANSOFT, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
   SCANSOFT 2003 STOCK PLAN (FORMERLY THE SPEECHWORKS INTERNATIONAL, INC.
                 2000 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN)
                SCANSOFT, INC. STAND-ALONE STOCK OPTION AGREEMENT (A)
                                (Full title of plans)
  
                                     DAVID GERTH
                               CHIEF FINANCIAL OFFICER
                                   SCANSOFT, INC.
                  9 CENTENNIAL DRIVE, PEABODY, MASSACHUSETTS 01960
                       (Name and address of agent for service)
  
     TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (978) 977-2000
  
                                     Copies to:
  
                              KATHARINE A. MARTIN, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI, PC
                                 650 PAGE MILL ROAD
                             PALO ALTO, CALIFORNIA 94304
  CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
                                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM
    TITLE OF SECURITIES TO BE               AMOUNT TO BE        OFFERING PRICE PER   AGGREGATE OFFERING      AMOUNT OF
           REGISTERED                       REGISTERED*               SHARE                 PRICE         REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.001 par                3,000,000 shares          $ 4.475**            $13,425,000         $1,086.08
  value, to be issued upon the
  exercise of options granted
  under the ScanSoft, Inc. 2000
  Nonstatutory Stock Plan.****
  
  Common Stock, $0.001 par                  500,000 shares          $ 4.475**            $ 2,237,500         $  181.01
  value, to be issued under
  the Amended and Restated
  ScanSoft, Inc. 1995 Stock
  Purchase Plan.****
  
  Common Stock, $0.001 par                4,122,430 shares          $ 4.475**            $18,447,874         $1,492.43
  value, to be issued upon the
  exercise of options granted
  under the ScanSoft 2003
  Stock Plan.****
  
  Common Stock, $0.001 par                   10,000 shares          $1.7200***           $    17,200         $    1.39
  value, to be issued upon the
  exercise of options granted
  under the ScanSoft, Inc.
  Stand-Alone Stock Option
  Agreement (A).****
  
  Total                                   7,632,430 shares                               $34,127,574         $2,760.92
  *    This registration Statement shall be deemed to cover any additional shares
       of the Registrant's Common Stock that become issuable under the above
       listed plans by reason of any stock dividend, stock split, recapitalization
       or similar transaction effected without the Registrant's receipt of
       consideration that results in an increase in the number of the Registrant's
       outstanding shares of Common Stock.
  
  **   Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
       on the basis of $4.475 per share, the average of the high and low prices
       per share of the Common Stock as reported on the NASDAQ National Market on
       September 10, 2003.
  
  ***  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
       $1.7200 per share, the price at which the option granted pursuant to the
       Agreement may be exercised.
  
  **** Pursuant to a Preferred Shares Rights Agreement dated as of October 23,
       1996, one preferred share purchase right will be issued with each share of
       common stock issued by the Registrant. The rights currently are not
       separately transferable apart from the common stock, nor are they
       exercisable until the occurrence of certain events. Accordingly, no
       independent value has been attributed to the rights.
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The following documents are incorporated by reference in this registration
  statement: (i) the latest annual report of ScanSoft, Inc. (the "Registrant")
  filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"); (ii) all other reports filed by the Registrant
  pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the
  fiscal year covered by the annual report referred to in clause (i) above; and
  (iii) the description of the Registrant's common stock contained in the
  Registrant's Registration Statement on Form 8-A filed with the Commission on
  October 20, 1995, including any amendment or report filed for the purpose of
  updating such description. All documents filed by the Registrant after the date
  of this registration statement pursuant to
  
                                         2
  Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment (that indicates all securities offered have been sold
  or deregisters all securities then remaining unsold), shall be deemed to be
  incorporated by reference in this registration statement and to be a part hereof
  from the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
  Inapplicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  Inapplicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  Our Certificate of Incorporation eliminates the liability of our directors to
  us for monetary damages for breach of fiduciary duty as a director to the
  fullest extent permissible under Delaware law, as such law exists currently or
  as it may be amended in the future. Under Delaware law, such provision may not
  eliminate or limit director monetary liability for: (a) breaches of the
  director's duty of loyalty to us or our stockholders; (b) acts or omissions not
  in good faith or involving intentional misconduct or knowing violations of law;
  (c) the payment of unlawful dividends or unlawful stock repurchases or
  redemptions; or (d) transactions in which the director received an improper
  personal benefit. Such limitation of liability provisions also may not limit a
  director's liability for violation of, or otherwise relieve us or our directors
  from the necessity of complying with, federal or state securities laws, or
  affect the availability of non-monetary remedies such as injunctive relief or
  rescission.
  
  Our Bylaws provide that we shall indemnify our directors and officers and may
  indemnify our employees and other agents to the fullest extent permitted by
  law. We believe that indemnification under our Bylaws covers at least
  negligence and gross negligence on the part of indemnified parties. Our Bylaws
  also permit us to secure insurance on behalf of any officer, director, employee
  or other agent for any liability arising out of his or her actions in such
  capacity, regardless of whether we would have the power to indemnify him or her
  against such liability under the General Corporation Law of Delaware. We
  currently have secured such insurance on behalf of our officers and directors.
  
  We have entered into agreements to indemnify our directors and officers, in
  addition to indemnification provided for in our Bylaws. Subject to certain
  conditions, these agreements, among other things, indemnify our directors and
  officers for certain expenses (including attorney's fees), judgments, fines and
  settlement amounts incurred by any such person in any action or proceeding,
  including any action by or in the right of ScanSoft, arising out of such
  person's services as a director or officer of our company, any of our
  subsidiaries or any other company or enterprise to which the person provides
  services at our request.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
  Inapplicable.
  
  ITEM 8. EXHIBITS
  
  4.1      ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
  
  4.2      Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
  
  4.3      ScanSoft 2003 Stock Plan.
  
  4.4      ScanSoft, Inc. Stand-Alone Stock Option Agreement (A)
  
  5.1      Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  10.1     Form of Indemnification Agreement.
  
  23.1     Consent of PricewaterhouseCoopers LLP.
  
  23.2     Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
           (included in Exhibit 5.1 above).
  
  24.1     Power of Attorney.
  
  ITEM 9. UNDERTAKINGS
  
       (a)  The undersigned Registrant hereby undertakes:
  
            (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
                 (i) To include any prospectus required by section 10(a)(3) of the
  Securities Act of 1933, as amended (the "Securities Act");
  
                                         3
  (ii) To reflect in the prospectus any facts or events arising
  after the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the registration
  statement;
  
                 (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement;
  
  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act") that are incorporated by reference in the registration
  statement.
  
            (2) That, for the purpose of determining any liability under the
  Securities Act each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
            (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
       (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                         4
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Peabody, State of Massachusetts on the 12th day of
  September, 2003.
  
                           SCANSOFT, INC.
  
                           By /s/ Paul A. Ricci
                              -------------------------
                                    Paul A. Ricci
                              Chairman of the Board and
                               Chief Executive Officer
  
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities and on the
  dates indicated.
  SIGNATURE                                     TITLE                              DATE
            ---------                                     -----                              ----
  /s/ Paul A. Ricci
  -------------------------------            Chairman of the Board and Chief           September 12, 2003
            Paul A. Ricci                    Executive Officer (Principal
                                             Executive Officer)
  
  /s/ David A. Gerth
  -------------------------------            Senior Vice President and Chief           September 12, 2003
          David A. Gerth                     Financial Officer (Principal
                                             Financial Officer)
  
  /s/ Gerald C. Kent, Jr.
  -------------------------------            Chief Accounting Officer and              September 12, 2003
         Gerald C. Kent, Jr.                 Corporate Controller (Principal
                                             Accounting Officer)
  Directors:
  
                   *
  -------------------------------
            Paul A. Ricci                    Chairman of the Board                     September 12, 2003
  
                   *
  -------------------------------
           Stuart Patterson                  Director                                  September 12, 2003
  
                   *                         Director                                  September 12, 2003
  -------------------------------
            Robert G. Teresi
  
                   *                         Director                                  September 12, 2003
  -------------------------------
         Katharine A. Martin.
  
                   *                         Director                                  September 12, 2003
  -------------------------------
        Robert J. Frankenberg
  
                   *                         Director                                  September 12, 2003
  -------------------------------
            Mark B. Myers
  
                   *                         Director                                  September 12, 2003
  -------------------------------
            Robert Finch
  
                   *                         Director                                  September 12, 2003
  -------------------------------
            John Freker
  
  *By  /s/ David A. Gerth
     ----------------------------
          David A. Gerth
         Attorney-in-Fact
  5
  EXHIBIT INDEX
  
  4.1      ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
  
  4.2      Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
  
  4.3      ScanSoft, Inc. 2003 Stock Plan.
  
  4.4      ScanSoft, Inc. Stand-Alone Stock Option Agreement (A)
  
  5.1      Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  10.1     Form of Indemnification Agreement.
  
  23.1     Consent of PricewaterhouseCoopers LLP.
  
  23.2     Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
           (included in Exhibit 5.1 above).
  
  24.1     Power of Attorney.
  
                                         6