<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
VOICE IT WORLDWIDE, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
_______________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________
3) Filing Party:
________________________________________________________
4) Date Filed:
________________________________________________________
<PAGE>
VOICE IT WORLDWIDE, INC.
2643 MIDPOINT DRIVE, SUITE A
FORT COLLINS, COLORADO 80525
TELEPHONE: (970) 221-1705
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, JUNE 12, 1998
To the Shareholders:
PLEASE TAKE NOTICE that a Special Meeting of Shareholders (the "Meeting)
of Voice It Worldwide, Inc. (the "Company") will be held at the Fort Collins
Holiday Inn - University Park, 425 W. Prospect Street, Fort Collins, Colorado
80526, on Friday, June 12, 1998, at 11:00 a.m., local time, for the following
purpose:
1. To approve an amendment to the Articles of Incorporation of the
Company to increase the number of authorized shares of Common Stock from
10,000,000 to 20,000,000 and authorize 10,000,000 shares of preferred stock (the
"Authorization of Securities Proposal").
The Board of Directors has fixed the close of business on April 30, 1998
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting and at any adjournment or adjournments thereof.
A Proxy Statement which describes the foregoing proposal and a form of
Proxy accompany this Notice.
By Order of the Board of Directors
John H. Ellerby
Secretary
Dated: May 8, 1998
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO
EXECUTE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY
ENVELOPE WHICH REQUIRES NO POSTAGE. ANY SHAREHOLDER GRANTING A PROXY MAY REVOKE
THE SAME AT ANY TIME PRIOR TO ITS EXERCISE. ALSO, WHETHER OR NOT YOU GRANT A
PROXY, YOU MAY VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
VOICE IT WORLDWIDE, INC.
2643 MIDPOINT DRIVE, SUITE A
FORT COLLINS, COLORADO 80525
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, JUNE 12, 1998
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the Board of Directors
of Voice It Worldwide, Inc. (the "Company") for use at the Special Meeting of
Shareholders of the Company (the "Meeting") to be held at the Fort Collins
Holiday Inn - University Park, 425 W. Prospect Street, Fort Collins, Colorado
80526, on Friday, June 12, 1998, and at any adjournment or adjournments
thereof. In addition to the use of the mails, proxies may be solicited by
personal interview, telephone or telegraph by officers, directors and other
employees of the Company, who will not receive additional compensation for such
services. The Company may also request brokerage houses, nominees, custodians
and fiduciaries to forward the soliciting material to the beneficial owners of
stock held of record and will reimburse such persons for forwarding such
material at the rates suggested by the New York Stock Exchange. The Company will
bear the cost of this solicitation of proxies. Such costs are expected to be
nominal. Proxy solicitation will commence with the mailing of this Proxy
Statement on or about May 8, 1998.
Execution and return of the enclosed proxy will not affect a
shareholder's right to attend the Meeting and to vote in person. Any shareholder
executing a proxy retains the right to revoke it at any time prior to exercise
at the Meeting. A proxy may be revoked by delivery of written notice of
revocation to the Secretary of the Company, by execution and delivery of a later
proxy or by voting the shares in person at the Meeting. A proxy, when executed
and not revoked, will be voted in accordance with the instructions thereon. In
the absence of specific instructions, proxies will be voted by the person named
in the proxy "FOR" the proposal to approve an amendment to the Company's
Articles of Incorporation to increase the number of authorized shares of Common
Stock from 10,000,000 to 20,000,000 and authorize 10,000,000 shares of preferred
stock.
PURPOSE OF MEETING
As stated in the Notice of Special Meeting of Shareholders accompanying
this Proxy Statement, the only business to be conducted and the only matter to
be considered and acted upon at the Meeting is as follows:
1. To approve an amendment to the Articles of Incorporation of the
Company to increase the number of authorized shares of Common Stock from
10,000,000 to 20,000,000 and authorize 10,000,000 shares of preferred stock (the
"Authorization of Securities Proposal").
<PAGE>
VOTING AT MEETING
The voting securities of the Company consist solely of common stock,
$.10 par value per share (the "Common Stock").
The record date for shareholders entitled to notice of and to vote at
the Meeting is the close of business on April 30, 1998, at which time the
Company had outstanding and entitled to vote at the Meeting 6,466,502 shares of
Common Stock. Shareholders are entitled to one vote, in person or by proxy, for
each share of Common Stock held in their name on the record date. Shareholders
representing a majority of the Common Stock outstanding and entitled to vote
must be present or represented by proxy to constitute a quorum.
Approval of the Authorization of Securities Proposal will require the
affirmative vote of the holders of a majority of the Common Stock outstanding
and entitled to vote at the Meeting.
STOCK OWNERSHIP
The following table sets forth certain information as of March 15, 1998
with respect to ownership of the Common Stock owned of record or beneficially by
(i) each executive officer of the Company, (ii) each director of the Company,
(iii) each person owning more than five percent of the outstanding Common Stock,
and (iv) all directors and executive officers as a group. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities. Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days of March 15, 1998 are deemed outstanding for
computing the percentage of the person holding such securities but are not
outstanding for computing the percentage of any other person.
As far as is known to management of the Company, no person owned
beneficially more than five percent of the outstanding shares of Common Stock as
of March 15, 1998 except as set forth below.
<TABLE>
<CAPTION>
NAME OF NUMBER OF PERCENTAGE
BENEFICIAL OWNER(1) COMMON SHARES OWNED
- ------------------- ------------- ----------
<S> <C> <C>
Dennis W. Altbrandt 82,000(2) 1.3
J. Fredrick Walters 380,667 5.9
Timothy L. Walters 218,117 3.4
Anil K. Agarwal 331,767 5.1
Mark A. Griffith 46,250(3) *
John H. Ellerby 96,719(4) 1.5
Larry D. Holt 103,250(5) 1.6
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Michelle L. Morgan 418,300(6) 6.4
Gary E. Nordic 96,487(7) 1.5
Patricia R. Westbrook 310,900 4.8
Renaissance Capital Growth
& Income Fund III, Inc. 3,518,947(8) 38.9
Applied Voice Recognition, Inc. 471,700 7.3
All directors and executive
officers as a group (10 persons) 2,084,457 30.8
- ----------
</TABLE>
* Represents beneficial ownership of less than 1% of the outstanding
shares of Common Stock.
(1) The business address of each person listed above is 2643 Midpoint Drive,
Suite A, Fort Collins, Colorado 80525. The business address of
Renaissance Capital Growth & Income Fund III, Inc. is 8080 North Central
Expressway, Suite 210/LB59, Dallas, Texas 75206. The business address of
Applied Voice Recognition, Inc. is 4615 Post Oak Place, Suite III,
Houston, Texas 77027.
(2) Includes options currently exercisable to acquire 62,000 shares of
Common Stock and warrants currently exercisable to purchase 20,000
shares of Common Stock. Mr. Altbrandt also owns 83,000 additional
options which are not yet vested .
(3) Includes options currently exercisable to acquire 22,000 shares of
Common Stock. Mr. Griffith also owns 4,000 additional options which are
not yet vested .
(4) Includes options currently exercisable to acquire 30,081 shares of
Common Stock. Of the 66,638 shares, 2,623 shares are owned by Mr.
Ellerby's wife, 6,463 shares are owned jointly by Mr. Ellerby and his
wife, and the remaining 57,552 shares are owned by Mr. Ellerby
individually.
(5) Includes options currently exercisable to acquire 30,000 shares of
Common Stock. Of the 73,250 shares, 60,750 are owned by Mr. Holt and
12,500 shares are owned jointly by Mr. Holt and his wife.
(6) Michelle L. Morgan is the spouse of Christopher W. Elkins and is deemed
to beneficially own the 35,000 shares and the options currently
exercisable to acquire 63,000 shares of Common Stock owned by Mr.
Elkins. Mr. Elkins also owns 10,000 additional options which are not yet
vested.
(7) Includes options currently exercisable to acquire 30,081 shares of
Common Stock. Of the 66,406 shares, 56,406 shares are owned by Mr.
Nordic's wife and 10,000 shares are owned by Mr. Nordic .
(8) Includes a 2,450,000 8% Convertible Debenture currently convertible into
2,578,947 shares of Common Stock but does not include warrants to
purchase 500,000 shares which are subject to approval of the
Authorization of Securities Proposal .
-3-
<PAGE>
THE AUTHORIZATION OF THE SECURITIES PROPOSAL
Effective as of February 20, 1998, the Board of Directors approved,
subject to shareholder approval, an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of Common Stock from
10,000,000 to 20,000,000 and authorize 10,000,000 shares of preferred stock
("Preferred Stock") and authorize the Board of Directors, without any vote or
action by the shareholders, to cause Preferred Stock to be issued in series with
such voting rights and such designations, preferences, limitations, restrictions
and relative rights as the Board may determine. The Board of Directors has
directed that the proposed amendment be submitted to a vote of the shareholders
at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT THEY VOTE
"FOR" THE APPROVAL AND ADOPTION OF THE AUTHORIZATION OF SECURITIES PROPOSAL.
- -----
The Board has determined that an increase in the number of authorized
shares of Common Stock is in the best interests of the Company and its
shareholders. The Company intends to use authorized and unissued shares of
Common Stock for various corporate purposes, including, but not limited to,
possible future financing and acquisition transactions, possible
recapitalization through a stock split or stock dividend, issuances of
additional stock options or awards, and other corporate purposes. Authorized
and unissued shares of Common Stock may be issued for the foregoing purposes by
the Board without further shareholder action unless the issuance is in
connection with a transaction for which shareholder approval is otherwise
required under the Articles of Incorporation, applicable law, regulation or
agreement.
The Company presently has no definitive commitments, agreements or
undertakings to issue any material amount of additional shares, other than in
connection with outstanding options, warrants or other securities convertible
into Common Stock. Shares of Common Stock, including the additional shares
proposed for authorization, do not have preemptive or similar rights. The
issuance of additional shares of Common Stock could have the effect of diluting
existing shareholder earnings per share, book value per share and voting power.
In addition, issuance of shares of Common Stock could be used to make a change
in control of the Company more difficult or costly by diluting stock ownership
of persons seeking to obtain control of the Company or by permitting the Board
of Directors to issue shares to purchasers favorable to the Board of Directors
in opposing an effort to obtain control of the Company.
The Board of Directors believes that it is also desirable and in the
best interests of the Company and its shareholders that the Company have the
flexibility to issue shares of Preferred Stock in series and to fix the terms of
each series, without seeking further shareholder approval, except as otherwise
provided by law. The Company may use authorized Preferred Stock for various
corporate purposes, including, but not limited to, possible future financing and
acquisition transactions, possible recapitalization through a stock split or
stock dividend, issuance of additional stock options or awards, and other
corporate purposes.
If the proposed amendment is approved, the Board of Directors would be
entitled to authorize the issuance of these shares of Preferred Stock in one or
more series with such voting powers, designations, and relative, participating,
optional or other special rights as may be determined in the Board's sole
discretion, without further authorization by the Company's shareholders.
Shareholders will not have preemptive rights to subscribe for shares of
Preferred Stock.
-4-
<PAGE>
It is not possible to determine the actual effect of the Preferred Stock
on the rights of the shareholders of the Company until the Board of Directors
creates a series of Preferred Stock and determines the rights of the holders of
such series. However, such effects might include (i) restrictions on the payment
of dividends to holders of the Common Stock, (ii) dilution of voting power to
the extent that the holders of shares of Preferred Stock are given voting
rights, (iii) dilution of the equity interests and voting power if the Preferred
Stock is convertible into Common Stock, and (iv) restrictions upon any
distribution of assets to the holders of the Common Stock upon liquidation or
dissolution until the satisfaction of any liquidation preference granted to the
holders of Preferred Stock.
The Company currently has no agreements, plans or arrangements for the
issuance of any shares of Preferred Stock.
The adoption of the proposed amendment to the Articles of Incorporation
could have the effect of discouraging attempts to acquire control of the
Company. The Board of Directors has no knowledge of any present effort to
accumulate the Company's securities or to obtain control of the Company. The
Board has no plans at the present time to submit to shareholders for approval,
or take any other action with respect to any proposals, other than the proposed
amendment to the Company's Articles of Incorporation that might be deemed to
have an anti-takeover effect. In the judgment of the Board of Directors, there
are now no provisions in the Company's Articles of Incorporation or its Bylaws
that could be viewed as having, to a significant extent, such an effect other
than (a) provisions in the Company's Articles of Incorporation providing that
vacancies in the Board of Directors may be filled by a majority of the remaining
directors, and (b) provisions providing for the acceleration of the
exercisability of options in certain circumstances. There is no inter-
relationship between the existing provisions and the proposed amendment.
Paragraph (a) of Article Fourth is proposed to be amended to read in its
entirety as follows:
"(a) The aggregate number of shares which the corporation shall
have the authority to issue is 20,000,000 (twenty million) shares
of common stock, each having a par value of $.10 (ten cents) and
10,000,000 (ten million) shares of preferred stock. The Board of
Directors is vested with the authority to authorize by resolution
from time to time the issuance of the preferred shares in one or
more series and to prescribe the number of preferred shares
within each such series and the voting powers, designations,
preferences, limitations, restrictions and relative rights of
each such series."
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record of the Company who desires to submit a proper
proposal for inclusion in the proxy materials relating to the next Annual
Meeting of Shareholders must do so in writing and it must be received at the
Company's principal executive offices by December 30, 1998. The proponent must
be a record or beneficial owner entitled to vote at the next Annual Meeting on
his proposal and must continue to own such security entitling him to vote
through the date on which the meeting is held.
-5-
<PAGE>
The above notice and Proxy Statement are sent by order of the Board of
Directors.
John H. Ellerby
Secretary
May 8, 1998
-6-
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
VOICE IT WORLDWIDE, INC.
TO BE HELD JUNE 12, 1998
The undersigned hereby appoints Dennis W. Altbrandt as the lawful agent and
Proxy of the undersigned (with all powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of Common
Stock of Voice It Worldwide, Inc. held of record by the undersigned as of the
close of business on April 30, 1998, at the Special Meeting of Shareholders to
be held on Friday, June 12, 1998, or any adjournment or postponement thereof.
1. To approve an amendment to the Articles of Incorporation of the Company to
increase the number of authorized shares of Common Stock from 10,000,000 to
20,000,000 and authorize 10,000,000 shares of preferred stock (the
"Authorization of Securities Proposal");
_____ FOR _____ AGAINST _____ ABSTAIN
It is understood that when properly executed, this proxy will be voted in the
manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THE PROXY WILL BE VOTED IN FAVOR OF ITEM (1).
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said proxy or his substitutes may do by
virtue hereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
<PAGE>
Dated:_______________, 1998 _______________________________________________
Signature
_______________________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
[_] PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE MEETING.
