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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. ___)/1/
VOICE IT WORLDWIDE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
92861K100
(CUSIP Number)
APPLIED VOICE RECOGNITION, INC.
4615 POST OAK PLACE, SUITE 111
HOUSTON, TEXAS 77027
(713) 621-5678
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 31, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
______________
/1/ 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 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).
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CUSIP NO. 92861K100 SCHEDULE 13D PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APPLIED VOICE RECOGNITION, INC. (87-042552)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
N/A (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 N/A
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE CORPORATION
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SOLE VOTING POWER
7
NUMBER OF 471,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 471,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
471,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 7.29%
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TYPE OF REPORTING PERSON*
14
CO
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Page 3 of 8
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement is filed with respect to shares (the "Shares") of common
stock, par value $.10 per share (the "Common Stock"), of Voice It Worldwide,
Inc. (the "Issuer"). The address of the Issuer's principal executive offices is
2643 Midpoint Drive, Suite A, Fort Collins, CO 80525.
ITEM 2. IDENTITY AND BACKGROUND.
Applied Voice Recognition, Inc. ("AVRI") is a Delaware corporation whose
business address is 4615 Post Oak Place, Suite 111, Houston, Texas 77027.
AVRI's principal business is developing, marketing and supporting original
applications for automated speech recognition systems used to create documents
and interact with computers by voice commands. AVRI has not, during the past
five years, been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation which
respect to such laws.
Timothy J. Connolly, H. Russell Douglas, Jan Carson Connolly, Jesse R.
Marion, Nolan Bedford, Frederick A. Huttner, G. Edward Powell, Michael Wilson,
J. William Boyar and Raymond Betz currently serve as directors of AVRI, and
Timothy J. Connolly serves as Chief Executive Officer, William T. Kennedy serves
as Chief Financial Officer and Assistant Secretary, Jan Carson Connolly serves
as Vice President C Communications and Secretary, and H. Russell Douglas serves
as Vice President C Research and Development of AVRI (collectively, the
"Officers and Directors"). The following information is provided for the
Officers and Directors:
1. (a) Timothy J. Connolly - Chairman of the Board, Director and Chief
Executive Officer.
(b) 4615 Post Oak Place, Suite 111, Houston, Texas 77027.
(c) Chairman of the Board, Director and Chief Executive Officer of AVRI,
a corporation developing, marketing and supporting original
applications for automated speech recognition systems used to create
documents and interact with computers by voice commands whose
address is 4615 Post Oak Place, Suite 111, Houston, Texas 77027.
(d) No.
(e) No.
(f) United States.
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Page 4 of 8
2. (a) H. Russel Douglas - Vice President Research and Development and
Director.
(b) 4615 Post Oak Place, Suite 111, Houston, Texas 77027.
(c) Vice President Research and Development and a Director of AVRI, a
corporation developing, marketing and supporting original
applications for automated speech recognition systems used to create
documents and interact with computers by voice commands whose
address is 4615 Post Oak Place, Suite 111, Houston, Texas 77027.
(d) No.
(e) No.
(f) Canadian.
3. (a) William T. Kennedy - Chief Financial Officer and Assistant
Secretary.
(b) 4615 Post Oak Place, Suite 111, Houston, Texas 77027.
(c) Chief Financial Officer and Assistant Secretary of AVRI, a
corporation developing, marketing and supporting original
applications for automated speech recognition systems used to create
documents and interact with computers by voice commands whose
address is 4615 Post Oak Place, Suite 111, Houston, Texas 77027.
(d) No.
(e) No.
(f) United States.
4. (a) Jan Carson Connolly - Vice President--Communications, Secretary
and Director.
(b) 4615 Post Oak Place, Suite 111, Houston, Texas 77027.
(c) Vice PresidentCCommunications, Secretary and a Director of AVRI, a
corporation developing, marketing and supporting original
applications for automated speech recognition systems used to create
documents and interact with computers by voice commands whose
address is 4615 Post Oak Place, Suite 111, Houston, Texas 77027.
(d) No.
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Page 5 of 8
(e) No.
(f) United States.
5. (a) Jesse R. Marion - Director.
(b) 7751 San Felipe, Suite 100, Houston, Texas 77063.
(c) President and Chief Operating Officer and a Director of First
Millennium, a Texas corporation marketing seismic data to the oil
and gas industry, whose address is 7751 San Felipe, Suite 100,
Houston, Texas 77063.
(d) No.
(e) No.
(f) United States.
6. (a) Nolan Bedford - Director.
(b) P.O. Box 27459, Houston, Texas 77227-7459.
(c) Vice Chairman of the Board of Southwest Bank of Texas, a Texas
corporation, whose address is P.O. Box 27459, Houston, Texas 77227-
7459.
(d) No.
(e) No.
(f) United States.
7. (a) Frederick A. Huttner - Director.
(b) 13634 Taylorcrest Road, Houston, Texas 77079.
(c) President and Chief Operating Officer of Huttner Company, a Texas
corporation providing business consulting and acquisition expertise
to development stage companies, whose address is 13634 Taylorcrest
Road, Houston, Texas 77079.
(d) No.
(e) No.
(f) United States.
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Page 6 of 8
8. (a) G. Edward Powell - Director.
(b) 3355 West Alabama, Suite 580, Houston, Texas 77098.
(c) A principal in the merchant banking firm of Consolidation Partners
Founding Fund, LLC, a Texas limited liability corporation involved
in corporate consolidations and roll-ups whose address is 3355 West
Alabama, Suite 580, Houston, Texas 77098.
(d) No.
(e) No.
(f) United States.
9. (a) Michael J. Wilson - Director.
(b) 132 Settlers Drive, Naperville, Illinois 60565.
(c) President of Wilson & Associates, a consulting firm performing
strategic consulting in the software industry whose address is 132
Settlers Drive, Naperville, Illinois 60565.
(d) No.
(e) No.
(f) United States.
10. (a) J. William Boyar - Director.
(b) 4265 San Felipe, Suite 1200, Houston, Texas 77027.
(c) A shareholder, officer and director of Boyar, Simon & Miller, PC, a
Texas professional corporation, a lawfirm offering legal
representation to individuals and corporations whose address is 4265
San Felipe, Suite 1200, Houston, Texas 77027.
(d) No.
(e) No.
(f) United States.
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Page 7 of 8
11. (a) Raymond Betz - Director.
(b) 610 West Greens Road, Houston, Texas 77067.
(c) Chief Executive Officer and founder of The Betz Companies, a Texas
corporation specializing in the area of real estate investment,
development, brokerage, management and leasing, and construction
whose address is 610 West Greens Road, Houston, Texas 77067.
(d) No.
(e) No.
(f) United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
AVRI used existing working capital as the source of funding the $500,000
cash purchase price for the Shares.
ITEM 4. PURPOSE OF THE TRANSACTION.
On December 31, 1997, AVRI entered into a Joint Product Development
Agreement (the "Agreement") with the Issuer in order to develop a product which
integrates the Issuer's hand-held digital recorder with AVRI's SpeechCOMMANDER
software product. AVRI acquired the Shares in order to help fund the joint
development effort and with a view to holding a substantial ownership interest
in the Issuer. On March 18, 1998, AVRI and the Issuer announced the signing of
a Letter of Intent to consummate a merger between the two companies. However,
on March 31, 1998, AVRI and the Issuer announced that the Letter of Intent had
expired in accordance with its terms on March 31, 1998, and that the parties
would not be proceeding with the merger. As a result, AVRI does not have any
specific plans or proposals regarding the Issuer in its capacity as a
shareholder. However, AVRI will continue to evaluate all alternatives with
respect to the Shares.
Under the terms of the Agreement, the Issuer agreed to purchase a total of
50,000 licenses for AVRI's SpeechCOMMANDER software product for an aggregate
purchase price of $1,000,000. The first installment of $200,000 of such
purchase price was paid on December 31, 1998, with three remaining payments of
$266,666.66 to be made on June 15, September 15, and December 15, 1998. In
addition under the Agreement, AVRI agreed to purchase units of the Issuer's
digital recorder at a price equal to the Issuer's actual unit cost of goods sold
plus 10%.
Pursuant to the Agreement and for so long as AVRI owns at least 100,000 of
the Shares (as adjusted for stock splits, stock dividends and other capital
events), the Issuer has agree to allow one (1) designated representative of AVRI
to receive timely notice of, attend and make comments at all meetings of the
Issuer's Board of Directors. Such designated representative shall also be sent
all standard communications and notifications from the Issuer to the members of
its Board of Directors concerning annual and special meetings in the same
fashion and on the same basis, including with respect to timing, as such
representative would if such representative were a member of the
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Board of Directors. However, such designated representative shall not be
entitled to vote on any matters brought before the Issuer's Board of Directors.
Except as stated above, AVRI does not have any plans or proposals of the
type referred to in clause (a) through (j) of Item 4 of Schedule 13D, although
it reserves the right to do so in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AVRI is the beneficial owner of 471,700 shares of the Common Stock
which represent 7.29% of the Issuer's Common Stock as of March 31,
1998. The shares are issued in the name of AVRI.
(b) AVRI has sole voting and dispositive power for the Shares. The
Officers and Directors do not beneficially own the Shares other than
in their capacities as officers and directors of AVRI.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Agreement with the Issuer dated December 31, 1997 (Incorporated herein by
reference to Exhibit 10.1 to AVRI's Form 10-KSB for the year ended December 31,
1997).
SIGNATURE
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: April 22, 1998
APPLIED VOICE RECOGNITION, INC.
By: /s/ Timothy J. Connolly
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Timothy J. Connolly,
President and Chief Executive Officer
