<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VOICE CONTROL SYSTEMS, INC.
---------------------------
(Exact name of issuer as specified in its charter)
DELAWARE 75-1707970
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14140 MIDWAY ROAD, SUITE 100
Dallas, Texas 75244
(214) 386-0300
--------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
PETER J. FOSTER, PRESIDENT
Voice Control Systems, Inc.
14140 Midway Road, Suite 100
Dallas, Texas 75244
(214) 386-0300
--------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement when warranted by
market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Unit* Price* Registration Fee*
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 Par
Value 255,461 $4.375 $1,117,642 $ 385.36
- --------------------------------------------------------------------------------------------------------------
Common Stock $.01 par
value underlying
warrants and options 2,407,436 $4.375 $10,532,533 $3,631.62
- --------------------------------------------------------------------------------------------------------------
Common Stock $.01 par
value underlying
convertible debt 1,454,199 $4.375 $6,362,121 $2,193.66
- --------------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee and based on the closing price per share on August 4, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A) OF
THE SECURITIES ACT OF 1933, MAY DETERMINE.
<PAGE> 2
PRELIMINARY PROSPECTUS DATED AUGUST 8, 1995
VOICE CONTROL SYSTEMS, INC.
4,408,862 Shares
Common Stock
$.01 Par Value
This Prospectus relates to the offer and sale from time to time of
4,408,862 shares (the "Shares") of common stock, $0.01 par value, (the "Common
Stock") of Voice Control Systems, Inc. (the "Company"). Of these 4,408,862
shares, 291,766 were previously registered in registration statements filed
with the Securities and Exchange Commission ("the Commission"). All of the
Shares are being offered by those persons (the "Selling Stockholders") who
acquired or will acquire the Common Stock from the Company as more fully
described herein. See "SELLING STOCKHOLDERS".
The Company will not receive any proceeds from sales of Shares by the
Selling Stockholders.
The Selling Stockholders have informed the Company that sales of
shares of Common Stock will be made from time to time by or for the accounts of
the Selling Stockholders in ordinary transactions to or through one or more
brokers or dealers from time to time primarily in transactions (which may
include block transactions) on the American Stock Exchange ("AMEX") at the
price then prevailing, although sales may also be made in negotiated
transactions or otherwise.
The Shares include 547,227 outstanding shares of Common Stock which
were issued to Selling Stockholders by the Company pursuant to private
offerings.
The Shares also include 2,407,436 shares of Common Stock by certain
Selling Stockholders, which shares may be acquired upon exercise of certain
options and warrants granted and sold by the Company. See "SELLING
STOCKHOLDERS".
The Shares also include 1,454,199 shares of Common Stock by certain
Selling Stockholders, which shares may be acquired upon conversion of certain
convertible debt. See "SELLING STOCKHOLDERS".
In May, 1995 the American Stock Exchange ("AMEX") discontinued the
Emerging Company Marketplace section where the Company's Common Stock is
traded. The Company's Stock will continue to be traded on the American Stock
Exchange Emerging Company Marketplace under the symbol VPS.EC. On August 4,
1995, the closing sales price for the Common Stock as quoted on AMEX/ECM was
$4.375.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. FOR A
SUMMARY OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED BY SHAREHOLDERS OF THE
COMPANY AND BY PROSPECTIVE INVESTORS, SEE RISK FACTORS IN THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-4 WHICH IS INCORPORATED BY REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August 8, 1995.
1
<PAGE> 3
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION IN SUCH JURISDICTION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE,
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 as amended (the "1934 Act") and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed with
the Commission are available for inspection and copying at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at certain of the Commission's
regional offices located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; 75 Park Place, New York, New
York 10007; and Suite 500 East, 5757 Wilshire Boulevard, Los Angeles,
California 90036. Copies of such material may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, at prescribed rates.
The Company's Common Stock is listed on the AMEX under the symbol
VPS.EC. Reports and other information concerning the Company can be inspected
at the offices of the American Stock Exchange, 86 Trinity Place, New York, New
York 10006.
2
<PAGE> 4
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus as of
their dates of filing, and subject in each case to information contained in
subsequently filed material (or herein) to the extent applicable, the following
documents heretofore filed by the Company with the Commission pursuant to the
1934 Act:
1. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, filed with the Commission on May 10,
1995.
2. The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1994, dated March 15, 1995 as filed by
the Company pursuant to section 13 or 15(d) of the 1934 Act,
and Amendment No. 1 filed on Form 10-KSB/A dated June 28,
1995, filed with the Commission on June 29, 1995.
3. The Company's Registration Statement on Form S-4.
4. The Company's Proxy Statement for Annual Meeting of
Stockholders.
5. The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, as filed with
the Commission on April 30, 1982.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of the
offering of the shares of Common Stock offered hereby, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
The Company will provide copies of the above listed documents
including financial statements and schedules but not including exhibits, at no
charge to each Selling Shareholder, upon receipt of a written request of such
person addressed to the attention of Investor Relations, at Voice Control
Systems, Inc., 14140 Midway Road, Suite 100, Dallas, Texas 75244. Copies of
any exhibit to the above documents will be furnished upon the payment of a
reasonable fee.
3
<PAGE> 5
SUMMARY
The following summary is not intended to be complete and is qualified
in its entirety by reference to more detailed information contained elsewhere
in this Prospectus or incorporated herein by reference.
The Company
Voice Control Systems, Inc. (the "Company") is engaged in research,
development and commercialization of technology used to provide speech
recognition and speaker verification capabilities in hardware and software
products and systems. Use of speech recognition and speaker verification
allows individuals to access, operate, secure, and control computerized devices
such as electronic telephones, televisions, automotive accessories, computers,
and consumer products. The technology also permits users to access, update, or
secure electronic information and data by inputting spoken commands and data
either directly or via telephone or wireless transmission medium. The
principal executive offices of the Company are located at 14140 Midway Road,
Suite 100, Dallas, Texas 75244, and its telephone number is (214) 386-0300.
4
<PAGE> 6
THE OFFERING
<TABLE>
<S> <C>
Securities Offered by the Selling Stockholders... 4,408,862 shares of Common Stock of the Company.
Common Stock Outstanding......................... 3,898,778 shares as of June 30, 1995
Preferred Stock Outstanding...................... None
Options and Warrants............................. 2,407,436 shares of Common Stock to be acquired upon
the exercise of certain warrants may be offered and
sold hereunder from time to time.
Convertible Debt................................. 1,454,199 shares of Common Stock to be acquired upon
the conversion of certain convertible debt may be
offered and sold hereunder from time to time.
Use of Proceeds.................................. The Company will not receive any proceeds from the
sale of Common Stock by the Selling Stockholders.
</TABLE>
5
<PAGE> 7
THE COMPANY
The Company is engaged in research, development and commercialization
of technology used to provide speech recognition and speaker verification
capabilities in hardware and software products and systems. Use of speech
recognition and speaker verification allows individuals to access, operate,
secure, and control computerized devices such as electronic telephones,
televisions, automotive accessories, computers, and consumer products. The
technology also permits users to access, update, or secure electronic
information and data by inputting spoken commands and data either directly or
via telephone or wireless transmission medium. Implementations of the
technology are being used in a wide variety of commercial applications such as
personal computer keyboard accelerators (a "voice mouse"), automated customer
service, directory assistance, order entry, call routing, consumer electronics,
personal computers, and cellular and wireless telephones. Furthermore, systems
for computer "voiceprint" file security, voice mail access, and automobile
accessory controls are being tested for commercial application. The technology
is equally well suited for other future applications in products such as
computer-telephony integration, home and business telephone systems, and home
security systems.
The Company was founded in September 1978 by E.V. Scott and Dr. Brian
L. Scott and was organized as a Texas corporation in May, 1980. The Company
reincorporated as a Delaware corporation in January, 1981. Effective August
11, 1994 the Company and VCS Industries, Inc. an Illinois corporation,
("Industries") were combined pursuant to an Agreement and Plan of
Reorganization whereby Industries was merged into the Company which changed its
name to Voice Control Systems, Inc. (the "Merger"). On the effective date of
the Merger each share of the Company's Common Stock was subject to a one for
four reverse stock split. Each share of Industries common stock was exchanged
for .65302 shares of the Company's Common Stock after giving effect to the
reverse stock split. All share figures, option and warrant exercise prices in
this document have been adjusted to give effect to the one for four reverse
stock split. The Merger was accounted for as a reverse acquisition and
therefore all financial information (except for stock prices) reported herein
for periods prior to the Merger is that of Industries.
The Company's principal sources of revenues are from (i) sales of
speech recognition hardware and software products to system developers and
original equipment manufacturers, (ii) licensing of speech technology to system
and product developers, and (iii) providing specialized engineering services,
principally to assist in the integration of its technology into its customers'
products and systems.
6
<PAGE> 8
SELLING SHAREHOLDERS
The Company will not receive any proceeds from the sales of Common
Stock by the Selling Stockholders. While the Company will receive sums upon
any exercise of the warrants by the Selling Stockholders, the Company has no
specific plans for their application other than toward general corporate
purposes.
The Shares covered by this Prospectus may be offered by or for the
account of the persons who purchased them in the private sales described below.
The Shares covered by this prospectus represent a portion of the Shares sold in
the transactions described below which to the best of the Company's knowledge
are still owned by the Selling Stockholders. Pursuant to the terms of certain
Registration Rights Agreements, Subscription Agreements, and Warrants, certain
of the Selling Stockholders were granted registration rights covering certain
subsequent offers and sales of the shares of Common Stock which they purchased
from the Company.
This Prospectus covers sales of 291,766 shares of Common Stock held by
affiliates and former affiliates of the Company. These shares have been held
by the affiliate and/or former affiliates for more than three years and were
previously registered in registration statements filed with the Securities and
Exchange Commission.
This Prospectus covers sales of 18,928 shares of Common Stock of the
Company reserved for issuance as compensation for service, to certain officers
and directors of the Company upon the exercise of warrants issued and sold to
them in August 1990 (4,464), December 1990 (4,464) October 1991 (7,500), and
March 1992 (2,500). These warrants expire by their terms on August 16, 1995,
December 6, 1995, October 21, 1996 and March 19, 1997, respectively. Each
warrant was sold by the Company at a purchase price of $0.28 per share of
Common Stock underlying each warrant. The exercise price under each warrant is
$7.00 per share of Common Stock.
This Prospectus covers sales of 15,000 shares of Common Stock of the
Company reserved for issuance to certain outside directors of the Company upon
exercise of warrants issued in February 1993. These warrants expire by their
terms on February 1998. The exercise price under each warrant is $7.76 per
share of Common Stock.
This Prospectus also covers sales of 17,500 shares of Common Stock of
the Company reserved for issuance to certain directors of the Company upon
exercise of warrants issued in July 1993. These warrants expire by their terms
in July 1998. The exercise price under each warrant is $8.00 per share of
Common Stock.
This Prospectus also covers sales of 135,000 shares of Common Stock
reserved for issuance to certain officers of the Company upon exercise of
warrants issued on February 1, 1994. These warrants expire by their terms in
February 1, 2004. The exercise price under each warrant is $5.00 per share of
Common Stock. In connection with the issuance of these warrants, 313,124
shares of Common Stock of the Company reserved for issuance to certain officers
of the Company upon exercise of options previously issued were canceled in
order to extend the exercise period for certain officers of the Company.
This Prospectus also covers sales of 25,000 shares of Common Stock
reserved for issuance to a certain officer of the Company, in recognition of
his service to the Company simultaneous with his resigning as Chief Executive
Officer of the Company, upon exercise of warrants issued from October 1991 to
July 1993. These warrants expire from October 1996 to July 1998. On May 31,
1994 the Company's Board agreed to adjust the exercise price of these warrants
with original exercise prices ranging from $7.00 to $13.00 per share to $4.00
per share.
This Prospectus also covers sales of 225,000 shares of Common Stock
issued and sold in privately negotiated transactions in March, 1994, to certain
of the Selling Stockholders for a purchase price of $5.00 per share.
7
<PAGE> 9
This Prospectus also covers sales of 30,461 shares of Common Stock
issued and sold in privately negotiated transactions in March, 1994, to certain
of the Selling Stockholders for a purchase price of $4.00 per share.
This Prospectus also covers sales of 120,000 shares of Common Stock
reserved for issuance to outside Directors of the Company upon exercise of
warrants issued in October 1994. These warrants expire by their terms in
October 1999. The exercise price under each warrant is $3.375 per share.
This Prospectus also covers sales of 13,306 shares of Common Stock of
the Company reserved for issuance to certain employees of the Company upon the
exercise of options originally issued to them by Industries in May 1992 and
assumed by the Company in the Merger. These options expire by their terms in
May 2002. The exercise price under each option is $1.15 per share.
This Prospectus also covers sales of 91,663 shares of Common Stock of
the Company reserved for issuance to certain Officers of the Company upon the
exercise of options originally issued to them by Industries in May 1992 and
assumed by the Company in the Merger. These options expire by their terms in
May 2002. The exercise price under each option is $1.15 per share.
This Prospectus also covers sales of 98,537 shares of Common Stock of
the Company reserved for issuance to certain employees of the Company upon the
exercise of options originally issued to them by Industries in 1992 and 1993
and assumed by the Company in the Merger. These options expire by their terms
in 2002 and 2003. The exercise price under each option is $1.53 per share.
This Prospectus also covers sales of 221,405 shares of Common Stock of
the Company reserved for issuance to certain Officers of the Company upon the
exercise of options originally issued to them by Industries in 1992 and 1993
and assumed by the Company in the Merger. These options expire by their terms
in 2002 and 2003. The exercise price under each option is $1.53 per share.
This Prospectus also covers sales of 914,231 shares of Common Stock of
the Company reserved for issuance to a major customer and holder of convertible
debt of the Company upon the exercise of incentive options originally issued to
him by Industries and assumed by the Company in the Merger. These options
expire by their terms in December 1998. The exercise price under each option
is $.6125 per share.
This Prospectus also covers sales of 1,403,566 shares of Common Stock
of the Company reserved for issuance to a major customer of the Company upon
the conversion of certain convertible debt and accrued but unpaid interest
originally issued by Industries and assumed by the Company in the Merger. The
conversion rate is $.9188 per share.
This Prospectus also covers sales of 50,633 shares of Common Stock of
the Company reserved for issuance to an Officer and Director of the Company
upon the conversion of convertible debt originally issued to him by Industries
and assumed by the Company in the Merger. The conversion rate is $3.95 per
share.
This Prospectus also covers sales of 736,896 shares of Common Stock of
the Company reserved for issuance to certain consultants and employees upon the
exercise of options, originally issued to them by Industries, from August 1990
to August 1994 and assumed by the Company in the Merger. These options expire
by their terms from August 1995 to August 2004. The exercise price under each
option ranges from $1.15 to $2.70 per share.
Unless the context otherwise requires, when used herein the term
"Selling Stockholders" shall be deemed to include the warrant holders, option
holders, convertible debt holders.
Generally, all costs, expenses and fees incurred in connection with
the registration of the Shares offered hereby will be borne by the Company.
However, the Selling Stockholders will bear all brokerage commissions and
discounts and other costs and expenses attributable to the sale of Shares
offered hereby.
8
<PAGE> 10
PLAN OF DISTRIBUTION
The Company has been advised the Shares may be sold from time to time
by the Selling Stockholders or by certain pledgees, donees, transferees or
other successors in interest. Such sales may be made in the over-the-counter
market, or otherwise at prices and at terms then prevailing, or at prices
related to the then current market price, or in negotiated transactions. The
Shares may be sold by one or more of the following: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resales by
such broker or dealer for its account; and (c) ordinary brokerage transactions
and transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Stockholders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from Selling Stockholders in amounts to be negotiated immediately
prior to sale.
Any brokers or dealers that participate with the Selling Stockholders
in offers and sales of the Common Stock covered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Act"), and any commissions or discounts received by such brokers or
dealers and any profit on the resale of the Common Stock covered hereby by such
brokers or dealers might be deemed to be underwriting discounts and commissions
under the Act.
In addition, any shares of Common Stock covered by this Prospectus
which qualify for sale pursuant to Rule 144 promulgated under the Act may be
sold under Rule 144 rather than pursuant to this Prospectus.
The Company has advised the Selling Shareholders that during such time
as they may be engaged in a distribution of Common Stock included herein they
are required to comply with Rules 10b-6 and 10b-7 under the Exchange Act and,
in connection therewith, that they may not engage in any stabilization
activity, except as permitted under the Exchange Act, are required to furnish
each broker dealer through which Common Stock included herein may be offered
with copies of this Prospectus and may not bid for or purchase any securities
of the Company or attempt to induce any person to purchase any securities
except as permitted under the Exchange Act.
Rule 10b-6 under the Exchange Act prohibits, with certain exemptions,
participants in a distribution from bidding for or purchasing for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
This offering will terminate on the date on which all shares offered
hereby have been sold by the Selling Shareholders.
The following table sets forth certain information as of June 30, 1995
regarding the number of shares of Common Stock beneficially owned by the
Selling Stockholders which may be offered and sold pursuant to this Prospectus.
To the best of the Company's knowledge, none of the Selling Stockholders
beneficially own any shares or warrants for the purchase of shares of the
Company's Common Stock other than as set forth below, nor have any of the
Selling Shareholders had a "material relationship" with the Company or its
affiliates within the past three years, except as set forth below or elsewhere
in this Prospectus.
9
<PAGE> 11
Table of Selling Stockholders
<TABLE>
<CAPTION>
Number of Number of
Shares Issuable Shares Issuable
Upon Exercise Upon
Common of Options and Conversion
Material Stock Warrants of Debt
Relationship --------------------------------------------
Within the Number of Number Number
Name of Last Three Shares of of
Selling Stockholder Years, If Any Owned Shares Shares
- ------------------------- ------------------------------------ --------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter J. Foster President, CEO (3) 132,143 362,689 50,633
Kim S. Terry VP, Controller, 0 40,303
Corporate Secretary
Thomas B. Schalk Chief Technical Officer 10,883 102,557
John B. Torkelsen Director (4) 163,971 40,357
John Lucas-Tooth Director 12,589 51,518
Melvyn J. Goodman Director 125,493 119,427
Neal J. Robinson Director 145,937 304,367
E. Ray Cotten Former President & COO 1,178 57,500
Former Director
Brian L. Scott Former Vice Chairman, (5) 742 43,750
Former Exec. Vice Pres.
Melanie Watson Former Corp. Secretary, 357 12,500
Former Controller
Marvin Preston IV Former Chairman, CEO (6) 12,825 28,750
Henry Carr Former VP Engineering 0 3,750
Edmund F. Tagg Former VP Engineering 0 4,897
Seymour Joffe Former Director 5,214 7,768
Ralph Hulbert Former Director 4,776 21,072
Frederick Brodsky 0 1,786
David M. Jacobs 0 1,786
Dialogic Corporation Affiliate (7) 73,160 914,231 1,403,566
Philgood Investments 125,492 63,306
<CAPTION>
Ownership After Sale,
Common Stock Ownership Assuming Owners Were
Assuming Exercise of All Amount to Elect to Sell All Such
Options and Warrants (1) Offered (2) Shares Offered Hereby (1)
----------------------------- ----------- ---------------------------
Number of Percent Number of Number of Percent
Name of Shares of Shares Shares of Class
Selling Stockholder Owned Class Offered Owned if > 1.0%
- ------------------------- ----------------------------- ----------- ---------------------------
<S> <C> <C> <C> <C> <C>
Peter J. Foster 545,465 12.65% 413,322 132,143 3.10%
Kim S. Terry 40,303 1.02% 40,303 0 -
Thomas B. Schalk 113,440 2.84% 102,557 10,883 -
John B. Torkelsen 204,328 5.19% 182,857 21,471 -
John Lucas-Tooth 64,107 1.62% 59,018 5,089 -
Melvyn J. Goodman 244,920 6.10% 119,427 125,493 3.12%
Neal J. Robinson 450,304 10.71% 304,367 145,937 3.47%
E. Ray Cotten 58,678 1.48% 57,500 1,178 -
Brian L. Scott 44,492 1.13% 43,750 742 -
Melanie Watson 12,858 0.33% 12,500 357 -
Marvin Preston IV 41,575 1.06% 40,750 825 -
Henry Carr 3,750 0.10% 3,750 0 -
Edmund F. Tagg 4,897 0.13% 4,897 0 -
Seymour Joffe 12,982 0.33% 12,982 0 -
Ralph Hulbert 25,848 0.66% 25,848 0 -
Frederick Brodsky 1,786 0.05% 1,786 0 -
David M. Jacobs 1,786 0.05% 1,786 0 -
Dialogic Corporation 2,390,957 38.46% 2,317,797 73,160 1.52%
Philgood Investments 188,798 4.77% 63,306 125,492 3.17%
</TABLE>
10
<PAGE> 12
Table of Selling Stockholders
<TABLE>
<CAPTION>
Number of Number of
Shares Issuable Shares Issuable
Upon Exercise Upon
Common of Options and Conversion
Material Stock Warrants of Debt
Relationship --------------------------------------------
Within the Number of Number Number
Name of Last Three Shares of of
Selling Stockholder Years, If Any Owned Shares Shares
- ------------------------- ------------------------------------ --------------------------------------------
<S> <C> <C> <C> <C>
Richer Investments 125,492 63,307
William G. Milne 0 4,897
G. Ray Miller 0 11,325
Don Crosbie 0 10,000
Kathleen M. Swigger 0 893
Industrial Investments Former Affiliate (8) 230,036 0
Princeton Venture Research Affiliate (9) 49,598 0
AUS PER #1 Former Affiliate (10) 32,604 0
William Lerach 25,000 0
Dennis Mensch 4,250 0
Merrill Davidoff 5,000 0
Wyatt Carr 2,000 0
Raymond Strain 1,000 0
Annette Price 10,000 0
Arnold Popper 2,000 0
Harold Siebert 2,000 0
Seymour Babes 1,750 0
A. Starke Taylor, Jr. 132,094 22,856
Tor H Dybfest 1,250 0
G. Hulbert 2,500 0
<Captiion>
Ownership After Sale,
Common Stock Ownership Assuming Owners Were
Assuming Exercise of All Amount to Elect to Sell All Such
Options and Warrants (1) Offered (2) Shares Offered Hereby (1)
----------------------------- ----------- ---------------------------
Number of Percent Number of Number of Percent
Name of Shares of Shares Shares of Class
Selling Stockholder Owned Class Offered Owned if > 1.0%
- ------------------------- ----------------------------- ----------- ---------------------------
<S> <C> <C> <C> <C> <C>
Richer Investments 188,799 4.77% 63,307 125,492 3.17%
William G. Milne 4,897 0.13% 4,897 0 -
G. Ray Miller 11,325 0.29% 11,325 0 -
Don Crosbie 10,000 0.26% 10,000 0 -
Kathleen M. Swigger 893 0.02% 893 0 -
Industrial Investments 230,036 5.90% 230,036 0 -
Princeton Venture Research 49,598 1.27% 49,598 0 -
AUS PER #1 32,604 0.84% 32,604 0 -
William Lerach 25,000 0.64% 25,000 0 -
Dennis Mensch 4,250 0.11% 4,250 0 -
Merrill Davidoff 5,000 0.13% 5,000 0 -
Wyatt Carr 2,000 0.05% 2,000 0 -
Raymond Strain 1,000 0.03% 1,000 0 -
Annette Price 10,000 0.26% 10,000 0 -
Arnold Popper 2,000 0.05% 2,000 0 -
Harold Siebert 2,000 0.05% 2,000 0 -
Seymour Babes 1,750 0.04% 1,750 0 -
A. Starke Taylor, Jr. 154,950 3.95% 26,606 128,344 3.27%
Tor H Dybfest 1,250 0.03% 1,250 0 -
G. Hulbert 2,500 0.06% 2,500 0 -
</TABLE>
11
<PAGE> 13
Table of Selling Stockholders
<TABLE>
<CAPTION>
Number of Number of
Shares Issuable Shares Issuable
Upon Exercise Upon
Common of Options and Conversion
Material Stock Warrants of Debt
Relationship --------------------------------------------
Within the Number of Number Number
Name of Last Three Shares of of
Selling Stockholder Years, If Any Owned Shares Shares
- ------------------------- ------------------------------------ --------------------------------------------
<S> <C> <C> <C> <C>
Fred Feifer 2,500 0
Frank Sharp (11) 0 34,265
Larry Morse (11) 0 22,074
Beverly Milne (11) 0 6,530
Alan Hunt (11) 0 4,898
Doyle Finley (11) 0 3,918
Fadi Kaake (11) 0 20,896
Robert White (11) 0 13,060
Bern Bareis (11) 17,338 6,203
--------- --------- ---------
1,461,171 2,407,436 1,454,199
<CAPTION>
Ownership After Sale,
Common Stock Ownership Assuming Owners Were
Assuming Exercise of All Amount to Elect to Sell All Such
Options and Warrants (1) Offered (2) Shares Offered Hereby (1)
----------------------------- ----------- ---------------------------
Number of Percent Number of Number of Percent
Name of Shares of Shares Shares of Class
Selling Stockholder Owned Class Offered Owned if > 1.0%
- ------------------------- ----------------------------- ----------- ---------------------------
<S> <C> <C> <C> <C> <C>
Fred Feifer 2,500 0.06% 2,500 0 -
Frank Sharp 34,265 0.87% 34,265 0 -
Larry Morse 22,074 0.56% 22,074 0 -
Beverly Milne 6,530 0.17% 6,530 0 -
Alan Hunt 4,898 0.13% 4,898 0 -
Doyle Finley 3,918 0.10% 3,918 0 -
Fadi Kaake 20,896 0.53% 20,896 0 -
Robert White 13,060 0.33% 13,060 0 -
Bern Bareis 23,541 0.60% 6,203 17,338 -
--------- ---------
5,322,806 4,408,862
</TABLE>
12
<PAGE> 14
(1) Shares issuable upon exercise of warrants include all anti-dilutive
adjustments made as a result of the 1986, 1987, 1989, and 1994 private
offerings and the 1988 Stockholder Rights Offering.
(2) The percent of class owned was calculated by taking the number of
shares owned by the individual, plus the number of shares that would be owned
by the individual assuming he elected to convert all of its debt and exercise
all of his options and warrants, and dividing by the shares of Common Stock
outstanding as of June 30, 1995 plus the number of shares that would be
outstanding assuming the individual stockholder elected to exercise all of his
options and warrants.
(3) Includes 23,307 shares held by Mr. Foster's wife, as to which
beneficial ownership is disclaimed and 19,590 shares held in trust for Mr.
Foster's minor children.
(4) Mr. Torkelsen is President and sole stockholder of PVR. Of these
shares, 8,928 are held of record by Sigler & Co. Includes 25,000 shares held
by Mr. Torkelsen's wife, as to which beneficial ownership is disclaimed.
(5) Includes 707 shares owned by Dr. Scott as custodian for his minor
children.
(6) Includes 500 shares held by Mr. Preston's wife, as to which beneficial
ownership is disclaimed.
(7) Dialogic is an affiliate and major customer of the Company.
(8) Includes 8,571 shares held in the name of Bank Kuwait Nominees and
22,857 shares held in the name of The United Bank of Kuwait.
(9) PVR is an affiliate of John B. Torkelsen. See footnote (4) above.
(10) Frederick Brodsky and AUS-PER # 1, Inc. have together reported their
stock ownership in the Company on the same Schedule 13D filed with the
Securities and Exchange Commission; however, each has expressly disclaimed
beneficial ownership of any Company stock owned by the other.
(11) Options for purchase of the Common Stock of the Company are
exercisable from date of grant for a period of ten years, at an exercise price
ranging from $1.15 to $1.53 per share. On August 4, 1995, the closing prices
of the Common Stock, as quoted on AMEX, was $4.375.
13
<PAGE> 15
EXPERTS
The financial statements incorporated by reference in this Prospectus
have been audited by BDO Seidman, independent certified public accountants, to
the extent and for the periods set forth in their report incorporated herein by
reference, and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
Certain legal matters in connection with the legality of the Shares
offered hereby have been passed on for the Company by Dickinson, Wright, Moon,
Van Dusen & Freeman.
14
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of issuance and distribution of the securities are
estimated to be:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee . . . $ 6,210.64
Legal and Accounting Fees . . . . . . . . . . . . . . . . $ 28,500.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . $ 500.00
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $ 35,210.64
============
</TABLE>
ITEM 15 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of the Company's Bylaws expressly directs the Company to
indemnify any director, officer, employee, or agent of the Company or any
person serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorney's fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred in connection with
any threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the Company) to which such person is a party by
virtue of such status if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, if he had no reasonable cause to
believe his conduct was unlawful. The termination of such action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, will not create a presumption that such person
did not act in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
Article VI also provides that the Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Company to
procure a judgment in the Company's favor by reason of the fact that such
person is or was a director, trustee, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
trustee, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) and amounts paid in settlement actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Company; however, no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
willful misconduct in the performance of such person's duty to the Company
unless and only to the extent that, the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as such court
shall deem proper. The termination of any action or suit by judgment or
settlement shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be
in or not opposed to the best interest of the Company.
The Bylaws further provide that any indemnification shall be made only
upon a determination that such indemnification is proper under the standards
described above. Such determination shall be made (i) by a majority vote of a
quorum of the VCS Board, or (ii) if such quorum is not obtainable, by a quorum
of disinterested directors, or (iii) by independent legal counsel or (iv) by
the shareholders. If successful, in whole or in part, on the merits of any
action, a person shall be indemnified for expenses actually and reasonably
incurred.
15
<PAGE> 17
Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Company, at any time or from time to time in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in Article VI of the Bylaws. The
indemnification and advancement of expenses provided by or granted pursuant to
Article VI shall not be deemed exclusive of any other rights to which those
indemnified or those seeking advancement of expenses may be entitled under any
law, bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office and shall continue as to a
person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such person.
An Amendment to the Certificate of Incorporation of the Company
eliminating personal liability of directors to the fullest extent permitted by
Delaware law was approved by the Company's shareholders at the Company's
Annual Meeting of Shareholders held on December 10, 1987.
ITEM 16 - EXHIBITS
NUMBER DESCRIPTION OF EXHIBIT
2.1 Agreement and Plan of Reorganization between Scott Instruments
Corporation and VCS Industries, Inc. dated April 11, 1994, as amended
(filed with the Securities and Exchange Commission on April 11, 1994
as Exhibit 2.1 to the Company's Registration Statement on Form S-4
dated April 11, 1994, Registration No. 33-77658, and amendment thereto
filed on June 1, 1994, as Exhibit 2.1a to the Company's Amendment No.
1 to the Registration Statement on Form S-4 dated June 1, 1994,
Registration No. 33-77658, and amendment thereto filed on July 12,
1994, as Exhibit 2.1b to the Company's Amendment No. 2 to the
Registration Statement on Form S-4 dated July 12, 1994, Registration
No. 33-77658, and incorporated by reference herein).
3.1 Certificate of Incorporation of the Company, as amended (filed with
the Securities and Exchange Commission on March 11, 1986, as Exhibit
3.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1985, and amendment thereto filed on March 30,
1987, as Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1986, and amendments thereto filed
July 8, 1993 as Exhibit 4.3 to Form S-8 Registration Statement of
Scott, as further amended by the Certificate of Merger between Scott
Instruments and VCS Industries, Inc., dated August 9, 1994 filed on
March 23, 1995, as Exhibit 3.1 to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994 and incorporated by
reference herein).
3.2 By-Laws of the Company (filed with the Securities and Exchange
Commission on March 11, 1986, as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1985, and
amendment thereto filed on March 30, 1987, as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, and amendment thereto filed on March 23, 1995, as
Exhibit 3.2 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, and incorporated by reference
herein).
4.1** Specimen certificate representing shares of the Company's Common
Stock, $0.01 par value.
4.2 Promissory Note dated September 20, 1991 in the principal amount of
$1,161,798.90 executed by the Company and payable to Dialogic
Corporation (filed with the Securities and Exchange Commission on
April 11, 1994 as Exhibit 10.27 to the Company's Registration
Statement on Form S-4 dated April 11, 1994, Registration No. 33-77658,
and incorporated by reference herein).
16
<PAGE> 18
4.3 Loan and Security Agreement dated September 20, 1991 by and between
the Company and Dialogic Corporation (filed with the Securities and
Exchange Commission on April 11, 1994 as Exhibit 10.28 to the
Company's Registration Statement on Form S-4 dated April 11, 1994,
Registration No. 33-77658, and incorporated by reference herein).
4.4 Omnibus Amendment Agreement dated March 14, 1994 between the Company
and Dialogic Corporation (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.35 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
5.1** Opinion of Counsel.
10.1 1992 Stock Option Plan of the Company (filed with the Securities and
Exchange Commission on March 30, 1993 as Exhibit 10.25 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1992 and incorporated by reference herein).
10.2 1992 Stock Option Agreement of the Company (filed with the Securities
and Exchange Commission on March 30, 1993 as Exhibit 10.26 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1992 and incorporated by reference herein).
10.3 Industries 1986 Incentive Stock Plan (filed with the Securities and
Exchange Commission on April 11, 1994 as Exhibit 10.37 to the
Company's Registration Statement on Form S-4 dated April 11, 1994,
Registration No. 33-77658, and incorporated by reference herein).
10.4 Form of 1986 Incentive Stock Option Agreement of Industries, (filed
with the Securities and Exchange Commission on April 11, 1994 as
Exhibit 10.38 to the Company's Registration Statement on Form S-4
dated April 11, 1994, Registration No. 33-77658, and incorporated by
reference herein).
10.5 Form of Stock Option Agreement between Industries and various
non-employee option holders (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.39 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.6 Form of Warrant Agreement between the Company and various directors,
officers and affiliates (filed with the Securities and Exchange
Commission on March 31, 1994 as Exhibit 10.18 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.7* Stock Option Agreement dated September 20, 1991 executed by the
Company in favor of Dialogic Corporation (filed with the Securities
and Exchange Commission on April 11, 1994 as Exhibit 10.29 to the
Company's Registration Statement on Form S-4 dated April 11, 1994,
Registration No. 33-77658, and incorporated by reference herein).
10.8 Form of Convertible Note between Industries and various note holders
with form of agreement regarding conversion price adjustment (filed
with the Securities and Exchange Commission on April 11, 1994 as
Exhibit 10.40 to the Company's Registration Statement on Form S-4
dated April 11, 1994, Registration No. 33-77658, and incorporated by
reference herein).
17
<PAGE> 19
10.9 Form of Convertible Note between the Company and an officer (filed
with the Securities and Exchange Commission on March 23, 1995, as
Exhibit 10.15 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, and incorporated by reference
herein).
10.10 Form of subscription agreement for the private offering of the
Company's Common Stock in March and June 1994 (filed with the
Securities and Exchange Commission on April 11, 1994 as Exhibit 10.43
to the Company's Registration Statement on Form S-4 dated April 11,
1994, Registration No. 33-77658, and incorporated by reference
herein).
10.11 Employment agreement dated June 18, 1993 between the Company and Peter
J. Foster (filed with the Securities and Exchange Commission on April
11, 1994 as Exhibit 10.15 to the Company's Registration Statement on
Form S-4 dated April 11, 1994, Registration No. 33-77658, and
incorporated by reference herein).
10.12 Employment agreement dated June 18, 1993 between the Company and
Thomas B. Schalk (filed with the Securities and Exchange Commission on
April 11, 1994 as Exhibit 10.16 to the Company's Registration
Statement on Form S-4 dated April 11, 1994, Registration No. 33-77658,
and incorporated by reference herein).
10.19 Separation agreement dated July 12, 1994 between the Company and E.
Ray Cotten (filed with the Securities and Exchange Commission on July
12, 1994 as Exhibit 10.17 to the Company's Amendment No. 2 to the
Registration Statement on Form S-4 dated July 12, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.21* License Agreement between the Company and InterVoice, Inc. dated
August 31, 1994 (filed with the Securities and Exchange Commission on
November 10, 1994 as Exhibit 10.2 to Form 10-QSB for the quarter ended
September 30, 1994, and incorporated by reference herein).
10.22* License Agreement dated June 8, 1990 by and between the Company and
Dialogic Corporation (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.30 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.23* Amendment to License Agreement dated September 20, 1991 between the
Company and Dialogic Corporation (filed with the Securities and
Exchange Commission on April 11, 1994 as Exhibit 10.31 to the
Company's Registration Statement on Form S-4 dated April 11, 1994,
Registration No. 33-77658, and incorporated by reference herein).
10.24* Amendment No. 2 to the Licensee Agreement dated September 20, 1991
between the Company and Dialogic Corporation (filed with the
Securities and Exchange Commission on April 11, 1994 as Exhibit 10.32
to the Company's Registration Statement on Form S-4 dated April 11,
1994, Registration No. 33-77658, and incorporated by reference
herein).
10.25* Support Agreement dated September 20, 1991 between the Company and
Dialogic Corporation (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.33 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.26* Addendum No. 1 to the Support Agreement dated January 31, 1993 between
the Company and Dialogic Corporation (filed with the Securities and
Exchange Commission on April 11, 1994 as Exhibit 10.34 to the
Company's Registration Statement on Form S-4 dated April 11, 1994,
Registration No. 33-77658, and incorporated by reference herein).
18
<PAGE> 20
10.27* Omnibus Amendment Agreement dated March 14, 1994 between the Company
and Dialogic Corporation (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.35 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.28* VR/xx-PEB letter agreement dated January 31, 1992 between the Company
and Dialogic Corporation (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.36 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.29* Software Agreement between the Company and Brite Voice Systems (filed
with the Securities and Exchange Commission on June 29, 1995 as
Exhibit 10.29 to Amendment No. 1 to the Company's Annual Report on
Form 10-KSB/A for the fiscal year ended December 31, 1994, and
incorporated by reference herein).
10.30 Office Lease Agreement between the Company and Laborers National
Pension Fund dated July 17, 1986 (filed with the Securities and
Exchange Commission on March 23, 1995, as Exhibit 10.30 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, and incorporated by reference herein).
10.31 Amendment to Office Lease Agreement between the Company and Laborers
National Pension Fund dated March 25, 1994 (filed with the Securities
and Exchange Commission on March 23, 1995, as Exhibit 10.31 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, and incorporated by reference herein).
16.1 Letter regarding Change in Certifying Independent Accountant (filed
with the Securities and Exchange Commission on September 13, 1994 as
Exhibit 16.1 to Form 8-K/A, and incorporated by reference herein).
23.1** Consent of BDO Seidman, Independent Auditors.
23.2** Consent of Counsel, included in Exhibit 5.1.
* Confidential treatment has been requested for a portion of this
exhibit.
** Filed herewith.
19
<PAGE> 21
Item 17 - Undertakings
The undersigned registrant hereby undertakes as follows:
(1) File, during any period in which offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "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.
20
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on August 8, 1995.
VOICE CONTROL SYSTEMS, INC.
By: /s/ Peter J. Foster
----------------------------
Peter J. Foster,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature Date
- --------- ----
/s/ John B. Torkelsen August 8, 1995
- ---------------------
John B. Torkelson
Chairman and Director
/s/ Peter J. Foster August 8, 1995
- -------------------
Peter J. Foster,
President, Chief Executive Officer and Director
/s/ Kim S. Terry August 8, 1995
- -----------------
Kim S. Terry
Vice President, Controller and Corporate Secretary
(Principal Financial and Accounting Officer)
/s/ Melvyn J. Goodman August 8, 1995
- -----------------------
Melvyn J. Goodman
Director
/s/ John Lucas-Tooth August 8, 1995
John Lucas-Tooth
Director
/s/ Neal J. Robinson August 8, 1995
- ----------------------------
Neal J. Robinson
Director
21
<PAGE> 23
EXHIBITS INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
2.1 Agreement and Plan of Reorganization between Scott Instruments
Corporation and VCS Industries, Inc. dated April 11, 1994, as amended
(filed with the Securities and Exchange Commission on April 11, 1994
as Exhibit 2.1 to the Company's Registration Statement on Form S-4
dated April 11, 1994, Registration No. 33-77658, and amendment thereto
filed on June 1, 1994, as Exhibit 2.1a to the Company's Amendment No.
1 to the Registration Statement on Form S-4 dated June 1, 1994,
Registration No. 33-77658, and amendment thereto filed on July 12,
1994, as Exhibit 2.1b to the Company's Amendment No. 2 to the
Registration Statement on Form S-4 dated July 12, 1994, Registration
No. 33-77658, and incorporated by reference herein).
3.1 Certificate of Incorporation of the Company, as amended (filed with
the Securities and Exchange Commission on March 11, 1986, as Exhibit
3.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1985, and amendment thereto filed on March 30,
1987, as Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1986, and amendments thereto filed
July 8, 1993 as Exhibit 4.3 to Form S-8 Registration Statement of
Scott, as further amended by the Certificate of Merger between Scott
Instruments and VCS Industries, Inc., dated August 9, 1994 filed on
March 23, 1995, as Exhibit 3.1 to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994 and incorporated by
reference herein).
3.2 By-Laws of the Company (filed with the Securities and Exchange
Commission on March 11, 1986, as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1985, and
amendment thereto filed on March 30, 1987, as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, and amendment thereto filed on March 23, 1995, as
Exhibit 3.2 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, and incorporated by reference
herein).
4.1** Specimen certificate representing shares of the Company's Common
Stock, $0.01 par value.
4.2 Promissory Note dated September 20, 1991 in the principal amount of
$1,161,798.90 executed by the Company and payable to Dialogic
Corporation (filed with the Securities and Exchange Commission on
April 11, 1994 as Exhibit 10.27 to the Company's Registration
Statement on Form S-4 dated April 11, 1994, Registration No. 33-77658,
and incorporated by reference herein).
</TABLE>
<PAGE> 24
<TABLE>
<S> <C>
4.3 Loan and Security Agreement dated September 20, 1991 by and between
the Company and Dialogic Corporation (filed with the Securities and
Exchange Commission on April 11, 1994 as Exhibit 10.28 to the
Company's Registration Statement on Form S-4 dated April 11, 1994,
Registration No. 33-77658, and incorporated by reference herein).
4.4 Omnibus Amendment Agreement dated March 14, 1994 between the Company
and Dialogic Corporation (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.35 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
5.1** Opinion of Counsel.
10.1 1992 Stock Option Plan of the Company (filed with the Securities and
Exchange Commission on March 30, 1993 as Exhibit 10.25 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1992 and incorporated by reference herein).
10.2 1992 Stock Option Agreement of the Company (filed with the Securities
and Exchange Commission on March 30, 1993 as Exhibit 10.26 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1992 and incorporated by reference herein).
10.3 Industries 1986 Incentive Stock Plan (filed with the Securities and
Exchange Commission on April 11, 1994 as Exhibit 10.37 to the
Company's Registration Statement on Form S-4 dated April 11, 1994,
Registration No. 33-77658, and incorporated by reference herein).
10.4 Form of 1986 Incentive Stock Option Agreement of Industries, (filed
with the Securities and Exchange Commission on April 11, 1994 as
Exhibit 10.38 to the Company's Registration Statement on Form S-4
dated April 11, 1994, Registration No. 33-77658, and incorporated by
reference herein).
10.5 Form of Stock Option Agreement between Industries and various
non-employee option holders (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.39 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.6 Form of Warrant Agreement between the Company and various directors,
officers and affiliates (filed with the Securities and Exchange
Commission on March 31, 1994 as Exhibit 10.18 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.7* Stock Option Agreement dated September 20, 1991 executed by the
Company in favor of Dialogic Corporation (filed with the Securities
and Exchange Commission on April 11, 1994 as Exhibit 10.29 to the
Company's Registration Statement on Form S-4 dated April 11, 1994,
Registration No. 33-77658, and incorporated by reference herein).
10.8 Form of Convertible Note between Industries and various note holders
with form of agreement regarding conversion price adjustment (filed
with the Securities and Exchange Commission on April 11, 1994 as
Exhibit 10.40 to the Company's Registration Statement on Form S-4
dated April 11, 1994, Registration No. 33-77658, and incorporated by
reference herein).
</TABLE>
<PAGE> 25
<TABLE>
<S> <C>
10.9 Form of Convertible Note between the Company and an officer (filed
with the Securities and Exchange Commission on March 23, 1995, as
Exhibit 10.15 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, and incorporated by reference
herein).
10.10 Form of subscription agreement for the private offering of the
Company's Common Stock in March and June 1994 (filed with the
Securities and Exchange Commission on April 11, 1994 as Exhibit 10.43
to the Company's Registration Statement on Form S-4 dated April 11,
1994, Registration No. 33-77658, and incorporated by reference
herein).
10.11 Employment agreement dated June 18, 1993 between the Company and Peter
J. Foster (filed with the Securities and Exchange Commission on April
11, 1994 as Exhibit 10.15 to the Company's Registration Statement on
Form S-4 dated April 11, 1994, Registration No. 33-77658, and
incorporated by reference herein).
10.12 Employment agreement dated June 18, 1993 between the Company and
Thomas B. Schalk (filed with the Securities and Exchange Commission on
April 11, 1994 as Exhibit 10.16 to the Company's Registration
Statement on Form S-4 dated April 11, 1994, Registration No. 33-77658,
and incorporated by reference herein).
10.19 Separation agreement dated July 12, 1994 between the Company and E.
Ray Cotten (filed with the Securities and Exchange Commission on July
12, 1994 as Exhibit 10.17 to the Company's Amendment No. 2 to the
Registration Statement on Form S-4 dated July 12, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.21* License Agreement between the Company and InterVoice, Inc. dated
August 31, 1994 (filed with the Securities and Exchange Commission on
November 10, 1994 as Exhibit 10.2 to Form 10-QSB for the quarter ended
September 30, 1994, and incorporated by reference herein).
10.22* License Agreement dated June 8, 1990 by and between the Company and
Dialogic Corporation (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.30 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.23* Amendment to License Agreement dated September 20, 1991 between the
Company and Dialogic Corporation (filed with the Securities and
Exchange Commission on April 11, 1994 as Exhibit 10.31 to the
Company's Registration Statement on Form S-4 dated April 11, 1994,
Registration No. 33-77658, and incorporated by reference herein).
10.24* Amendment No. 2 to the Licensee Agreement dated September 20, 1991
between the Company and Dialogic Corporation (filed with the
Securities and Exchange Commission on April 11, 1994 as Exhibit 10.32
to the Company's Registration Statement on Form S-4 dated April 11,
1994, Registration No. 33-77658, and incorporated by reference
herein).
10.25* Support Agreement dated September 20, 1991 between the Company and
Dialogic Corporation (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.33 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.26* Addendum No. 1 to the Support Agreement dated January 31, 1993 between
the Company and Dialogic Corporation (filed with the Securities and
Exchange Commission on April 11, 1994 as Exhibit 10.34 to the
Company's Registration Statement on Form S-4 dated April 11, 1994,
Registration No. 33-77658, and incorporated by reference herein).
</TABLE>
<PAGE> 26
<TABLE>
<S> <C>
10.27* Omnibus Amendment Agreement dated March 14, 1994 between the Company
and Dialogic Corporation (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.35 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.28* VR/xx-PEB letter agreement dated January 31, 1992 between the Company
and Dialogic Corporation (filed with the Securities and Exchange
Commission on April 11, 1994 as Exhibit 10.36 to the Company's
Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
10.29* Software Agreement between the Company and Brite Voice Systems (filed
with the Securities and Exchange Commission on June 29, 1995 as
Exhibit 10.29 to Amendment No. 1 to the Company's Annual Report on
Form 10-KSB/A for the fiscal year ended December 31, 1994, and
incorporated by reference herein).
10.30 Office Lease Agreement between the Company and Laborers National
Pension Fund dated July 17, 1986 (filed with the Securities and
Exchange Commission on March 23, 1995, as Exhibit 10.30 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, and incorporated by reference herein).
10.31 Amendment to Office Lease Agreement between the Company and Laborers
National Pension Fund dated March 25, 1994 (filed with the Securities
and Exchange Commission on March 23, 1995, as Exhibit 10.31 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, and incorporated by reference herein).
16.1 Letter regarding Change in Certifying Independent Accountant (filed
with the Securities and Exchange Commission on September 13, 1994 as
Exhibit 16.1 to Form 8-K/A, and incorporated by reference herein).
23.1** Consent of BDO Seidman, Independent Auditors.
23.2** Consent of Counsel, included in Exhibit 5.1.
</TABLE>
* Confidential treatment has been requested for a portion of this
exhibit.
** Filed herewith.
<PAGE> 1
<TABLE>
<S> <C> <C> <C> <C> <C>
EXHIBIT 4.1
VOICE CONTROL SYSTEMS, INC.
NUMBER SHARES
C INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN DALLAS, TEXAS OR NEW YORK, NEW YORK
COMMON STOCK COMMON STOCK
PAR VALUE OF $.01 EACH PAR VALUE OF $.01 EACH
CUSIP 92861B 10 0
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS IS TO CERTIFY that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF
VOICE CONTROL SYSTEMS, INC.
transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender
of this Certificate properly endorsed. This Certificate and the shares represented hereby shall be held subject to all
of the provisions of the Certificate of Incorporation of the Corporation and all amendments thereto, copies of which are
on file with the Corporation and the Transfer Agent, to all of which the holder, by his acceptance hereof, assents. This
Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the signatures of the duly authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED:
CHEMICAL SHAREHOLDER SERVICES GROUP, INC.
/s/ PETER J. FOSTER TRANSFER AGENT
President [CORPORATE SEAL] AND REGISTRAR
/s/ KIM S. TERRY By:
Secretary AUTHORIZED SIGNATURE
AMERICAN BANK NOTE COMPANY.
[BACK]
VOICE CONTROL SYSTEMS, INC.
The Corporation is authorized to issue two classes of stock, Common Stock and Preferred Stock. The Preferred
Stock may be issued in series and the Board of Directors is vested with authority to fix variations in voting powers and
in the designations, preferences and relative participating, optional or other special rights and qualifications,
limitations or restrictions thereof as between series. The Corporation will furnish without charge to each stockholder
who so requests, the designations, preferences and relative participating, optional or other special rights of each class
of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed
as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - ______________ Custodian ______________
(Cust) (Minor)
under Uniform Gifts to Minors
Act ______________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of assignee)
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ______________________
____________________________________________________________________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.
Dated, _____________________________________
NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST X_________________________________________________________________
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON (SIGNATURE)
THE FACE OF THE CERTIFICATE IN EVERY X_________________________________________________________________
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT (SIGNATURE)
OR ANY CHANGE WHATEVER.
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN "ELIGIBLE GUARANTOR
INSTITUTION" AS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
SIGNATURES(S) GUARANTEED BY:
</TABLE>
<PAGE> 1
EXHIBIT 5.1
DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN
COUNSELLORS AT LAW
SUITE 400
225 WEST WASHINGTON STREET
CHICAGO, IL 60606-3418
TELEPHONE (312) 220-0300
FACSIMILE (312) 220-0021
August 8, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We are acting as counsel to Voice Control Systems, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company of a
registration statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to the registration of an
aggregate of 547,227 shares (the "Shares") of the Company's common stock, $.01
par value.
The Registration Statement also relates to 3,861,635 of the Company's
common stock to be issued to holders of options, warrants and convertible debt
(the "Option Shares").
Based upon our review of such corporate records and other documents
and certificates as we deemed it necessary to examine, it is our opinion that:
1. The Shares and the Option Shares covered by the Registration
Statement have been duly authorized by all necessary corporate action of the
Company.
2. The Shares being sold by the selling shareholders named in the
Registration Statement are validly issued, fully paid and nonassessable and when
sold, will be validly issued, fully paid and nonassessable.
3. The Option Shares when issued as contemplated by the underlying
agreements, will be validly issued, fully paid and nonassessable and when sold,
will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our firm name under the caption "Legal
Opinions" in the related Prospectus.
Very truly yours,
/s/ Dickinson, Wright, Moon, Van Dusen & Freeman
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Voice Control Systems, Inc.
Dallas, Texas
We hereby consent to the incorporation by reference into the Prospectus
constituting a part of this Registration Statement of our report dated February
2, 1995, relating to the financial statements of Voice Control Systems, Inc.
appearing in the Company's Annual Report on Form 10-KSB dated March 15, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
Dallas, Texas
August 8, 1995
