<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1995
REGISTRATION NO. 33-61757
- --------------------------------------------------------------------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO 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 [ ]
The Prospectus contained in this Registration Statement relates also to the
Registration Statements on Form S-1 (No. 33-19097), Forms S-2 (No. 2-96517 and
No. 33-47692), Forms S-3 (No. 33-4647, No. 33-30478 and No. 33-38368), and Form
S-4 (No. 33-77658) of the Registrant, and is intended to be the combined
prospectus referred to in rule 429 under the Securities Act of 1993, as
amended. Such Registration Statements on Forms S-1, S-2, S-3 and S-4 are
accordingly amended to reflect the information contained herein.
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Proposed Maximum
of 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> 3
PRELIMINARY PROSPECTUS DATED OCTOBER 12, 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 Shares being offered pursuant to this Prospectus by the Selling
Stockholders will represent approximately 54.4% of the total shares of Common
Stock (including shares issuable upon exercise of options, warrants and
convertible debt). See "Risk Factors--Shares Eligible for Future Resale).
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, of which 205,448 have been issued upon exercise of options and
2,201,948 which may be issued 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, of which 185,360 shares have been issued upon conversion of
certain convertible debt and 1,268,839 shares which 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"
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 October 12, 1995.
3
<PAGE> 4
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.
4
<PAGE> 5
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-QSB for the quarter
ended March 31, 1995, filed with the Commission on May 10, 1995.
2. The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1995, filed with the Commission on August 9, 1995.
3. 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.
4. The Company's Registration Statement on Form S-4, Registration
No. 33-77658.
5. The Company's Proxy Statement for Annual Meeting of Stockholders.
6. 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.
5
<PAGE> 6
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 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 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.
6
<PAGE> 7
THE OFFERING
<TABLE>
<S> <C>
Securities Offered by the Selling Stockholders.... 4,408,862 shares of Common Stock of the Company.
Common Stock Outstanding.......................... 4,289,626 shares as of October 10, 1995
Preferred Stock Outstanding....................... None
Options and Warrants.............................. 2,201,948 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.................................. 1,268,839 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>
7
<PAGE> 8
RISK FACTORS
In addition to other information contained in this Prospectus, investors
should carefully consider the following factors relating to the Company and its
business.
1. History of Losses. The Company has recorded cumulative losses of
approximately $8.8 million thru December 31, 1994. This reflects the losses of
Industries prior to the Merger and losses incurred after the Merger. In
addition, Industries' predecessors incurred losses prior to Industries
inception in 1986. The Company realized net income of approximately $373,000
for the six months ending June 30, 1995. However, there can be no assurance
that the Company will continue to grow or generate profits. The quarterly
earnings recently experienced by the Company are not necessarily indicative of
future performance.
2. Additional Financing May Be Required. Additional product development
and product marketing are necessary with respect to the products of the
Company. Unless the Company is able to achieve significant revenues, it will
not be able to generate sufficient cash flow from operations to meet its
ongoing cash requirements. In this case additional debt and/or equity
financing will be necessary for the Company to continue its operations.
Historically, the Company has been unable to obtain significant cash from
institutional lenders; required cash has been obtained through private
placement of debt and equity and loans from shareholders. There can be no
assurance that the Company will be able to obtain additional financing or that
such financing will be available on satisfactory terms.
3. New Products of Competitors and Technological Changes May Adversely
Affect the Company. The speech recognition field and the voice and
communications industry in which the Company operates are characterized by
rapid technological change. In addition, competition in the field of speech
recognition is based largely on technological superiority; the development of
new technology by the Company's competitors may render the Company's technology
obsolete. Accordingly, the success of the Company will depend upon its ability
to enhance its current products continually and to develop and introduce new
products which keep pace with technological developments and address the
changing needs of the marketplace. Although the Company expects to devote
significant resources to research and development activities, there can be no
assurance that these activities will result in the successful development of
new products or the enhancement of existing products or that the introduction
of new products, services or technological developments by others will not have
a material adverse effect on the Company's operations.
4. Competition. Competition in all areas of the Company's business is
substantial and is expected to increase. The Company competes with Dragon
Systems, IBM, Marconi Speech & Information Systems, Nortel, Lernout & Hauspie
Speech Products, Pure Speech, Inc., BBN Hark, Corona, Texas Instruments, AT&T,
Motorola, Voice Processing Corporation, Verbex Inc., Speech Systems, Inc.,
Apple Computer, Toshiba, British Telecom, CSELT, CNET, Telefonica de Espana SA
and others. Many of the Company's competitors are substantially larger than
the Company, are well established, and have greater financial, technical,
marketing, service, and operating resources than the Company. The Company's
competitors can be expected to continue to make substantial commitments to
research and product development. There can be no assurance that the Company
will be able to compete successfully in this industry.
5. Reliance on Key Personnel; Attraction and Retention of Personnel. The
Company's success depends upon the continued contributions of its officers and
key personnel, many of whom would be difficult to replace. Although all
employees are required to sign nondisclosure agreements, only Peter J. Foster,
CEO and President, and Thomas B. Schalk, Chief Technical Officer have signed
employment agreements. There has been significant attrition among employees
since the Merger. The Company's continued growth depends on its ability to
attract and retain skilled employees to replace those who have left and for
additional positions, particularly in research and development and sales.
There can be no assurance that the Company will be successful in attracting
sufficient numbers of qualified personnel.
8
<PAGE> 9
6. Development of Markets Required for Successful Performance by the
Company. The speech recognition market is a relatively new market. The
financial performance of the Company will depend on the future development of
this market. The Company's speech recognition products generally will compete
with more conventional means of information processing (e.g., handwritten
records, data entry by keyboard and touch-tone phone). There can be no
assurance that the market for the Company's current or future products will
develop or that such products will find general acceptance in the marketplace
or that sales of such products will be profitable to the Company.
7. Reliance on Major Customers. The Company is dependent to a significant
extent on sales to certain customers. Dialogic Corporation ("Dialogic") is a
leading supplier of components for building, assembling, and programming voice
processing systems. InterVoice, Inc. ("InterVoice") and Brite Voice Systems,
Inc. ("Brite") are suppliers of voice processing systems. Together these
companies accounted for 73.2% and 67.4% of the Company's revenue in 1993 and
1994, respectively. For the six month period ending June 30, 1995, Dialogic
accounted for 61% of the Company's revenues. The success of the Company in
selling its products to Dialogic, InterVoice and Brite for incorporation in
their products for sale to their customers is critical to a strategy which
takes advantage of the Company's telephone-based voice recognition
capabilities. If Dialogic, InterVoice, or Brite should fail to use the Company
as a supplier of voice recognition, the Company's revenue and earnings would be
materially negatively affected.
8. Fluctuations in Quarterly Operating Results. The Company's total
revenues may vary significantly from quarter to quarter due to a variety of
factors, including the Company's dependence upon a small number of customers,
timing of customer orders, and changes in the Company's product and customer
mix. The Company typically operates with relatively little backlog and
substantially all of its revenues in each quarter result from orders and
royalty payments received in that quarter.
9. Dependence on Other Companies for Assembly and Component Parts. The
Company does not manufacture component parts for its products nor does it have
any plans to do so. In addition the Company's products have been assembled by
independent contractors. Aside from one component which the Company obtains
from NEC Electronics, Inc., it is not dependent upon a single supplier for any
equipment or component parts. The Company generally does not have long-term
contracts with suppliers for the purchase and delivery of component parts or
contractors for the assembly of its products. Any interruption of supply in
the assembly services to be utilized by the Company or in the supply of key
components, for any reason, could result in significant delivery delays thereby
adversely affecting the Company's revenues and customer relations.
10. Protection of Proprietary Rights Required for Successful Operation of
the Company. The Company relies on proprietary technology that it closely
guards as trade secrets. The Company has applied for and received several
application patents pertaining to the use of its technology and plans to
continue to attempt to protect the Company's technology through application
patents. An application patent provides protection against use by others of a
particular type of voice recognition technology for a specified application or
use. The issuance of a patent is not conclusive as to its validity or
enforceability. Attempts by the Company to enforce or defend its patent or
trade secret rights could result in substantial expenditures. Although the
Company has no reason to believe that any of its products infringe upon the
proprietary rights of third parties, there has been no independent study of
other patents or of copyrights which might be infringed by the Company's
products.
The Company has required nondisclosure and confidentiality agreements to be
executed by its employees, licensees and all parties for whom they presently
provide or contemplate providing engineering or research and development
services, and the Company expects to continue this requirement. The Company
has implemented a program architecture that they believe is difficult to
reverse engineer (i.e., to disassemble the program to analyze and understand
how it operates in order to develop an equivalent program). However, there can
be no assurance that others will not develop this technology independently or
otherwise obtain access to it. The success of the Company will depend on its
ability to maintain confidentiality for its technology and upon third parties
not developing similar or better technology.
9
<PAGE> 10
11. Availability of Net Operating Loss Carryforwards Limited as a Result
of the Merger. The Company has cumulative net operating loss carryforwards
("NOLs"). As a result of the Merger an "ownership change" occurred. The
effect of such change was to limit the use of the Company's NOLs substantially.
Accordingly, investors should not rely on the availability of the NOLs to the
Company.
12. Shares Eligible for Future Resale. Non-affiliate shareholders of the
Company own or have a right to purchase an aggregate of 869,214 shares of
Common Stock (including 329,806 shares which may be issued upon the exercise of
options and warrants) which may be deemed to be "restricted securities" under
the Securities Act and which have been held for less than three years. These
shares held by non-affiliates will be freely tradeable under this Prospectus.
As of October 10, 1995, 3,539,648 shares owned or subject to purchase by
eight affiliates are covered by this Prospectus (including 3,140,981 shares
which may be issued upon the exercise of options, warrants and conversion of
debt) and will be eligible for resale without the limitation on the amount of
securities sold under Rule 144 of the Securities Act. An additional 514,176
shares held by affiliates are not being sold under this Prospectus but are
eligible for resale pursuant to Rule 144 under the Securities Act. Monthly
trading volume in August 1995, nearly double that of any prior month in 1995,
was 405,300 shares, so any sale in the public market of substantial amounts of
the Common Stock offered by this Prospectus may adversely affect the market
price of the Common Stock.
13. No Dividends. Delaware corporate law prohibits a Delaware corporation
from paying dividends from sources other than earnings from its current or
previous fiscal year or its surplus, as defined by the Delaware General
Corporate Law. The Company has never paid a dividend and it is not expected
that it will pay a dividend in the foreseeable future.
14. Anti-Takeover Effect of Certain Charter Provisions. Certain provisions
of the Company's Amended Certificate of Incorporation permitting the issuance
of preferred stock could make more difficult a merger, tender offer or proxy
contest involving the Company, even if such events would be beneficial to the
interests of the shareholders. Shares of preferred stock may be issued in the
future without further shareholder approval and upon such terms as the board of
directors of the Company may determine. The rights of the holders of common
stock will be subject to, and may be adversely affected by, the rights of the
holders of any preferred stock that may be issued in the future. Although
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, the issuance of preferred stock could have the effect
of making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, a majority of the outstanding capital
stock. The Company has no present plans to issue any shares of preferred stock
and it is not expected that it will have such plans.
10
<PAGE> 11
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.
11
<PAGE> 12
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.
12
<PAGE> 13
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 10,000 shares of Common Stock reserved
for issuance to a consultant upon exercise of options issued in December 1994.
These options expire by their terms in December 2004. The exercise price under
each option is $3.00 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 of
which 134,727 shares have been issued. The conversion rate is $.9188 per
share.
This Prospectus also covers sales of 50,633 shares of Common Stock of the
Company issued 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 was $3.95 per share.
This Prospectus also covers sales of 726,866 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 of which 205,488 shares
have been issued. 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.
13
<PAGE> 14
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.
14
<PAGE> 15
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 October 10, 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.
15
<PAGE> 16
Table of Selling Stockholders
<TABLE>
<CAPTION>
Number of Number of
Shares Issuable Shares Issuable
Upon Exercise Upon Common Stock Ownership
Common of Options and Conversion Assuming Exercise of All
Material Stock Warrants of Debt Options and Warrants (1)
Relationship ----------------------------------------------- --------------------------
Within the Number of Number Number Number of Percent
Name of Last Three Shares of of Shares of
Selling Stockholder Years, If Any Owned Shares Shares Owned Class
------------------- ------------- ----------------------------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter J. Foster President, CEO (3) 182,776 362,689 0 545,465 11.72%
Kim S. Terry VP, Controller, 0 40,303 40,303 0.93%
Corporate Secretary
Thomas B. Schalk Chief Technical 10,883 102,557 113,440 2.58%
Officer
John B. Torkelsen Director (4) 163,971 40,357 204,328 4.72%
John Lucas-Tooth Director 12,589 51,517 64,106 1.48%
Melvyn J. Goodman Director 125,493 119,427 244,920 5.55%
Neal J. Robinson Director 209,244 241,060 450,304 9.94%
E. Ray Cotten Former President & 1,178 57,500 58,678 1.35%
COO Former Director
Brian L. Scott Former Vice (5) 742 43,750 44,492 1.03%
Chairman, Former
Exec. Vice Pres.
Melanie Watson Former Corp. 357 12,500 12,857 0.30%
Secretary,
Former Controller
Marvin Preston IV Former Chairman, CEO (6) 12,825 28,750 41,575 0.96%
Henry Carr Former VP 0 3,750 3,750 0.09%
Engineering
Edmund F. Tagg Former VP 0 4,897 4,897 0.11%
Engineering
Seymour Joffe Former Director 5,214 7,768 12,982 0.30%
Ralph Hulbert Former Director 4,776 21,071 25,847 0.60%
Frederick Brodsky 0 1,786 1,786 0.04%
David M. Jacobs 0 1,786 1,786 0.04%
Dialogic Corporation Affiliate (7) 207,887 914,231 1,268,839 2,390,957 36.94%
Philgood Investments 188,798 0 188,798 4.40%
<CAPTION>
Ownership After Sale,
Assuming Owners Were
Amount to Elect to Sell All Such
Offered(2) Shares Offered Hereby (1)
---------- ---------------------------
Number of Number of Percent
Name of Shares Shares of Class
Selling Stockholder Offered Owned if ) 1.0%
------------------- ---------- ---------------------------
<S> <C> <C> <C>
Peter J. Foster 413,322 132,143 3.10%
Kim S. Terry 40,303 0 -
Thomas B. Schalk 102,557 10,883 -
John B. Torkelsen 182,857 21,471 -
John Lucas-Tooth 59,017 5,089 -
Melvyn J. Goodman 119,427 125,493 3.12%
Neal J. Robinson 304,367 145,937 3.47%
E. Ray Cotten 57,500 1,178 -
Brian L. Scott 43,750 742 -
Melanie Watson 12,500 357 -
Marvin Preston IV 40,750 825 -
Henry Carr 3,750 0 -
Edmund F. Tagg 4,897 0 -
Seymour Joffe 12,982 0 -
Ralph Hulbert 25,847 0 -
Frederick Brodsky 1,786 0 -
David M. Jacobs 1,786 0 -
Dialogic Corporation 2,317,797 73,160 1.52%
Philgood Investments 63,306 125,492 3.17%
</TABLE>
16
<PAGE> 17
<TABLE>
<CAPTION>
Number of Number of
Shares Issuable Shares Issuable
Upon Exercise Upon Common Stock Ownership
Common of Options and Conversion Assuming Exercise of All
Material Stock Warrants of Debt Options and Warrants (1)
Relationship ----------------------------------------------- --------------------------
Within the Number of Number Number Number of Percent
Name of Last Three Shares of of Shares of
Selling Stockholder Years, If Any Owned Shares Shares Owned Class
------------------- ------------- ----------------------------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Richer Investments 188,799 0 188,799 4.40%
William G. Milne 0 4,897 4,897 0.11%
G. Ray Miller 11,325 0 11,325 0.26%
Don Crosbie 0 10,000 10,000 0.23%
Kathleen M. Swigger 0 893 893 0.02%
Industrial Former Affiliate (8) 230,036 0 230,036 5.36%
Investments
Princeton Venture Affiliate (9) 49,598 0 49,598 1.16%
Research
AUS PER #1 Former Affiliate (10) 32,604 0 32,604 0.76%
William Lerach 25,000 0 25,000 0.58%
Dennis Mensch 4,250 0 4,250 0.10%
Merrill Davidoff 5,000 0 5,000 0.12%
Wyatt Carr 2,000 0 2,000 0.05%
Raymond Strain 1,000 0 1,000 0.02%
Annette Price 10,000 0 10,000 0.23%
Arnold Popper 2,000 0 2,000 0.05%
Harold Siebert 2,000 0 2,000 0.05%
Seymour Babes 1,750 0 1,750 0.04%
A. Starke Taylor, Jr. 132,094 22,856 154,950 3.59%
Tor H Dybfest 1,250 0 1,250 0.03%
G. Hulbert 2,500 0 2,500 0.06%
<CAPTION>
Ownership After Sale,
Assuming Owners Were
Amount to Elect to Sell All Such
Offered(2) Shares Offered Hereby (1)
---------- ---------------------------
Number of Number of Percent
Name of Shares Shares of Class
Selling Stockholder Offered Owned if ) 1.0%
------------------- ---------- ---------------------------
<S> <C> <C> <C>
Richer Investments 63,307 125,492 3.17%
William G. Milne 4,897 0 -
G. Ray Miller 11,325 0 -
Don Crosbie 10,000 0 -
Kathleen M. Swigger 893 0 -
Industrial 230,036 0 -
Investments
Princeton Venture 49,598 0 -
Research
AUS PER #1 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. 26,606 128,344 3.27%
Tor H Dybfest 1,250 0 -
G. Hulbert 2,500 0 -
</TABLE>
17
<PAGE> 18
<TABLE>
<CAPTION>
Number of Number of
Shares Issuable Shares Issuable
Upon Exercise Upon Common Stock Ownership
Common of Options and Conversion Assuming Exercise of All
Material Stock Warrants of Debt Options and Warrants (1)
Relationship ----------------------------------------------- --------------------------
Within the Number of Number Number Number of Percent
Name of Last Three Shares of of Shares of
Selling Stockholder Years, If Any Owned Shares Shares Owned Class
------------------- ------------- ----------------------------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred Feifer 2,500 0 2,500 0.06%
Frank Sharp (11) 0 34,265 34,265 0.79%
Larry Morse (11) 0 22,074 22,074 0.51%
Beverly Milne (11) 0 6,530 6,530 0.15%
Alan Hunt (11) 0 4,898 4,898 0.11%
Doyle Finley (11) 0 3,918 3,918 0.09%
Fadi Kaake (11) 0 20,896 20,896 0.48%
Robert White (11) 0 13,060 13,060 0.30%
Bern Bareis (11) 21,581 1,961 23,542 0.55%
1,852,020 2,201,947 1,268,839 5,322,806
<CAPTION>
Ownership After Sale,
Assuming Owners Were
Amount to Elect to Sell All Such
Offered(2) Shares Offered Hereby (1)
---------- ---------------------------
Number of Number of Percent
Name of Shares Shares of Class
Selling Stockholder Offered Owned if ) 1.0%
------------------- ---------- ---------------------------
<S> <C> <C> <C>
Fred Feifer 2,500 0 -
Frank Sharp 34,265 0 -
Larry Morse 22,074 0 -
Beverly Milne 6,530 0 -
Alan Hunt 4,898 0 -
Doyle Finley 3,918 0 -
Fadi Kaake 20,896 0 -
Robert White 13,060 0 -
Bern Bareis 6,204 17,338 -
4,408,862 913,944
</TABLE>
18
<PAGE> 19
(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 October 10, 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 and 12,000 shares held in the name of New Markets.
(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.
19
<PAGE> 20
EXPERTS
The financial statements incorporated by reference in this Prospectus have
been audited by BDO Seidman, L.L.P., 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.
20
<PAGE> 21
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.
21
<PAGE> 22
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).
22
<PAGE> 23
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).
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).
23
<PAGE> 24
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).
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
24
<PAGE> 25
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, L.L.P., 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.
25
<PAGE> 26
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.
26
<PAGE> 27
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 October 10, 1995.
VOICE CONTROL SYSTEMS, INC.
By: /s/ Peter J. Foster
--------------------------------------
Peter J. Foster,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kim S. Terry, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and conforming all
that said attorney-in-fact and agent, or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
27
<PAGE> 28
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.
<TABLE>
<CAPTION>
Signature Date
- --------- ----
<S> <C>
/s/ John B. Torkelsen October 10, 1995
- -----------------------------------------------------------
John B. Torkelsen
Chairman and Director
/s/ Peter J. Foster October 10, 1995
- -----------------------------------------------------------
Peter J. Foster,
President, Chief Executive Officer and Director
/s/ Kim S. Terry October 10, 1995
- -----------------------------------------------------------
Kim S. Terry
Vice President, Controller and Corporate Secretary
(Principal Financial and Accounting Officer)
/s/ Melvyn J. Goodman October 10, 1995
- -----------------------------------------------------------
Melvyn J. Goodman
Director
October 10, 1995
John Lucas-Tooth
- -----------------------------------------------------------
Director
/s/ Neal J. Robinson October 10, 1995
- -----------------------------------------------------------
Neal J. Robinson
Director
</TABLE>
28
<PAGE> 29
INDEX TO 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).
<PAGE> 30
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).
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).
<PAGE> 31
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).
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
<PAGE> 32
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, L.L.P., 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.
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
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
October 12, 1995
