content: <PAGE>
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 2002
  
                                                   REGISTRATION NO. 333-__________
  
  
                                   UNITED STATES
                         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 STOCK PLAN
                      SCANSOFT, INC. 1995 DIRECTORS STOCK PLAN
                                (Full title of plans)
  
                                  RICHARD S. PALMER
                               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>
  
  Common Stock, $0.001 par             2,250,000 shares         $3.975**            $ 8,943,750        $  822.83
  value, to be issued upon the
  exercise of options granted
  under the ScanSoft, Inc. 2000
  Stock Plan.
  
  Common Stock, $0.001 par               500,000 shares         $3.975**            $ 1,987,500        $  182.85
  value, to be issued upon the
  exercise of options granted
  under the ScanSoft, Inc. 1995
  Directors' Stock Plan.
  
  Total                                2,750,000 shares         $3.975**            $10,931,250        $1,005.68
  </TABLE>
  
  
  *    This registration Statement shall also 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) under the Securities Act of 1933, on the basis of
       [$3.925] per share, the average of the high and low prices per share of the
       Common Stock on [September 17, 2002], as reported by Nasdaq.
  
  ================================================================================
  
                 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 filed under Section 12 of the Exchange Act,
  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 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
  
  
  
                                         2
  <PAGE>
  
  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
  
  Section 145 of the Delaware General Corporation Law authorizes a court to award,
  or a corporation's board of directors to grant, indemnity to directors and
  officers in terms sufficiently broad to permit such indemnification under
  certain circumstances for liabilities (including reimbursement for expenses
  incurred) arising under the Securities Act of 1933, as amended. The Registrant's
  Certificate of Incorporation, as amended, and Bylaws provide for indemnification
  of its officers, directors, employees and other agents to the maximum extent
  permitted by Delaware Law. In addition, the Registrant has entered into
  Indemnification Agreements with its officers and directors, the form of which is
  attached as an exhibit to the Registrant's Registration Statement on Form S-1
  (No. 333-74343) filed with the Securities and Exchange Commission on October 19,
  1995.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
  Inapplicable.
  
  ITEM 8.  EXHIBITS
  
  4.1   ScanSoft, Inc. 2000 Stock Plan.
  
  4.2   ScanSoft, Inc. 1995 Directors Stock Plan.
  
  5.1   Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  10.1  Form of Indemnification Agreement (incorporated by reference to the
        Registrant's Registration Statement on Form S-1, Registration No.
        333-98356, filed on October 19, 1995).
  
  23.1  Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
  23.2  Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. is included
        in Exhibit 5.1 to this Registration Statement.
  
  24.1  Power of Attorney of Directors.
  
  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");
  
                    (ii)  To reflect in the prospectus any facts or events arising
  after the effective date of the registration statement (or the
  
  
  
                                         3
  <PAGE>
  
  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
  
  THE REGISTRANT
  
  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 18th day of
  September, 2002.
  
  
  SCANSOFT, INC.
                                    (Registrant)
  
                          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>
  
  Principal Executive Officer:
  
  /s/ Paul A. Ricci                Chairman of the Board and Chief    September 18, 2002
  -------------------------------  Executive Officer
  Paul A. Ricci
  
  
  Principal Financial Officer:
  
  /s/ Richard S. Palmer            Senior Vice President and Chief    September 18, 2002
  -------------------------------  Financial Officer
  Richard S. Palmer
  
  
  Principal Accounting Officer:
  
  /s/ Gerald C. Kent, Jr.          Chief Accounting Officer and       September 18, 2002
  -------------------------------  Corporate Controller
  Gerald C. Kent, Jr.
  
  
  
  Directors:
  
                   *               Chairman of the Board              September 17, 2002
  -------------------------------
  Paul A. Ricci
  
  
                   *               Director                           September 17, 2002
  -------------------------------
  Michael K. Tivnan
  
  
                   *               Director                           September 17, 2002
  -------------------------------
  Robert G. Teresi
  
  
                   *               Director                           September 17, 2002
  -------------------------------
  Katharine A. Martin.
  
  
                   *               Director                           September 17, 2002
  -------------------------------
  Robert J. Frankenberg
  
  
                   *               Director                           September 17, 2002
  -------------------------------
  Mark B. Myers
  
  
                   *               Director                           September 17, 2002
  -------------------------------
  Herve Gallaire
  
  * BY /s/ Richard S. Palmer
       --------------------------
       Richard S. Palmer
       Attorney-in-Fact
  
  </TABLE>
  
  A majority of the members of the Board of Directors.
  
  
  
                                         5
  <PAGE>
  
                                    EXHIBIT INDEX
  
  4.1   ScanSoft, Inc. 2000 Stock Plan.
  
  4.2   ScanSoft, Inc. 1995 Directors Stock Plan.
  
  5.1   Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  10.1  Form of Indemnification Agreement (incorporated by reference to the
        Registrant's Registration Statement on Form S-1 Registration No.
        333-98356, filed on October 19, 1995).
  
  23.1  Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
  23.2  Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. is included
        in Exhibit 5.1 to this Registration Statement.
  
  24.1  Power of Attorney of Directors.
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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": "333-99729", "film-number": "02766738"}, "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 18, 2002
  
                                                   REGISTRATION NO. 333-__________
  
                                   UNITED STATES
                         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 STOCK PLAN
                      SCANSOFT, INC. 1995 DIRECTORS STOCK PLAN
                                (Full title of plans)
  
                                  RICHARD S. PALMER
                               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             2,250,000 shares         $3.975**            $ 8,943,750        $  822.83
  value, to be issued upon the
  exercise of options granted
  under the ScanSoft, Inc. 2000
  Stock Plan.
  
  Common Stock, $0.001 par               500,000 shares         $3.975**            $ 1,987,500        $  182.85
  value, to be issued upon the
  exercise of options granted
  under the ScanSoft, Inc. 1995
  Directors' Stock Plan.
  
  Total                                2,750,000 shares         $3.975**            $10,931,250        $1,005.68
  *    This registration Statement shall also 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) under the Securities Act of 1933, on the basis of
       [$3.925] per share, the average of the high and low prices per share of the
       Common Stock on [September 17, 2002], as reported by Nasdaq.
  
  ================================================================================
  
                 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 filed under Section 12 of the Exchange Act,
  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 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
  
                                         2
  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
  
  Section 145 of the Delaware General Corporation Law authorizes a court to award,
  or a corporation's board of directors to grant, indemnity to directors and
  officers in terms sufficiently broad to permit such indemnification under
  certain circumstances for liabilities (including reimbursement for expenses
  incurred) arising under the Securities Act of 1933, as amended. The Registrant's
  Certificate of Incorporation, as amended, and Bylaws provide for indemnification
  of its officers, directors, employees and other agents to the maximum extent
  permitted by Delaware Law. In addition, the Registrant has entered into
  Indemnification Agreements with its officers and directors, the form of which is
  attached as an exhibit to the Registrant's Registration Statement on Form S-1
  (No. 333-74343) filed with the Securities and Exchange Commission on October 19,
  1995.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
  Inapplicable.
  
  ITEM 8.  EXHIBITS
  
  4.1   ScanSoft, Inc. 2000 Stock Plan.
  
  4.2   ScanSoft, Inc. 1995 Directors Stock Plan.
  
  5.1   Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  10.1  Form of Indemnification Agreement (incorporated by reference to the
        Registrant's Registration Statement on Form S-1, Registration No.
        333-98356, filed on October 19, 1995).
  
  23.1  Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
  23.2  Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. is included
        in Exhibit 5.1 to this Registration Statement.
  
  24.1  Power of Attorney of Directors.
  
  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");
  
                    (ii)  To reflect in the prospectus any facts or events arising
  after the effective date of the registration statement (or the
  
                                         3
  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
  
  THE REGISTRANT
  
  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 18th day of
  September, 2002.
  
  SCANSOFT, INC.
                                    (Registrant)
  
                          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
         ---------                         -----                         ----
  Principal Executive Officer:
  
  /s/ Paul A. Ricci                Chairman of the Board and Chief    September 18, 2002
  -------------------------------  Executive Officer
  Paul A. Ricci
  
  Principal Financial Officer:
  
  /s/ Richard S. Palmer            Senior Vice President and Chief    September 18, 2002
  -------------------------------  Financial Officer
  Richard S. Palmer
  
  Principal Accounting Officer:
  
  /s/ Gerald C. Kent, Jr.          Chief Accounting Officer and       September 18, 2002
  -------------------------------  Corporate Controller
  Gerald C. Kent, Jr.
  
  Directors:
  
                   *               Chairman of the Board              September 17, 2002
  -------------------------------
  Paul A. Ricci
  
                   *               Director                           September 17, 2002
  -------------------------------
  Michael K. Tivnan
  
                   *               Director                           September 17, 2002
  -------------------------------
  Robert G. Teresi
  
                   *               Director                           September 17, 2002
  -------------------------------
  Katharine A. Martin.
  
                   *               Director                           September 17, 2002
  -------------------------------
  Robert J. Frankenberg
  
                   *               Director                           September 17, 2002
  -------------------------------
  Mark B. Myers
  
                   *               Director                           September 17, 2002
  -------------------------------
  Herve Gallaire
  
  * BY /s/ Richard S. Palmer
       --------------------------
       Richard S. Palmer
       Attorney-in-Fact
  A majority of the members of the Board of Directors.
  
                                         5
  EXHIBIT INDEX
  
  4.1   ScanSoft, Inc. 2000 Stock Plan.
  
  4.2   ScanSoft, Inc. 1995 Directors Stock Plan.
  
  5.1   Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  10.1  Form of Indemnification Agreement (incorporated by reference to the
        Registrant's Registration Statement on Form S-1 Registration No.
        333-98356, filed on October 19, 1995).
  
  23.1  Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
  23.2  Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. is included
        in Exhibit 5.1 to this Registration Statement.
  
  24.1  Power of Attorney of Directors.