SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3*)
VOICE CONTROL SYSTEMS, INC.
_________________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value
_________________________________________________________________________
(Title of Class of Securities)
92861B100
_________________________________________________________________________
(CUSIP Number)
Dialogic Corporation
1515 Route 10
Parsippany, New Jersey 07054
_________________________________________________________________________
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 8, 1996
_________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
less than five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule l3d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 9261B100
(1) Name of Reporting Person (S.S. or I.R.S. Identification Nos. of Above
Person):
Dialogic Corporation 22-2476114
___________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See
Instructions): (a) [ ]
(b) [ ]
___________________________________________________________________________
(3) SEC Use Only
___________________________________________________________________________
(4) Source of Funds (See Instructions) N/A
___________________________________________________________________________
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
___________________________________________________________________________
(6) Citizenship or Place of Organization: New Jersey
___________________________________________________________________________
Number of Shares (7) Sole Voting Power: 2,419,482
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 2,419,482
Person With: (10) Shared Dispositive Power: 0
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,419,482
___________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): [ ]
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 36.8%
___________________________________________________________________________
(14) Type of Reporting Person (See Instructions): CO
___________________________________________________________________________
SCHEDULE 13D/A
AMENDMENT NO. 3**
REPORTING PERSON: DIALOGIC CORPORATION
ISSUER: VOICE CONTROL SYSTEMS, INC.
CUSIP NO.: 92861B100
ITEM 1. SECURITY AND ISSUER.
Common Stock-Voice Control Systems, Inc., 14140 Midway Road,
Dallas, Texas 75244.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Dialogic Corporation
(b) 1515 Route 10
Parsippany, New Jersey 07054
(c)-(e) Not applicable
(f) New Jersey
EXECUTIVE OFFICERS AND DIRECTORS.
(a)
(1) Nicholas Zwick, Chairman of the Board
(2) Howard G. Bubb, President, Chief Executive
Officer and Director
(3) John G. Alfieri, Vice President
(4) Kenneth J. Burkhardt, Jr., Executive Vice
President and Director
(5) Robert N. Heymann, Vice President
(6) Edward B. Jordan, Treasurer, Chief Financial
Officer, Vice President and Secretary
(7) John Landau, Vice President
(8) Samuel Liss, Vice President
(9) Darrayl Cannon, Vice President
(10) James Shinn, Director
(11) Masao Konomi, Director
(12) John N. Lemasters, Director
(13) Francis G. Rodgers, Director
(b)
The business address for all individuals is:
1515 Route 10
Parsippany, New Jersey 07054
(c) All individuals are employees of Dialogic except as follows:
James Shinn, Senior Fellow
Council on Foreign Relations
58 E. 68th Street
New York, NY 10021
Masao Konomi, Chief Executive Officer
Konomi, Inc.
1-12-12 Akasaka
Minato-ku
Toyko 107 Japan
John N. Lemasters, Retired
45 Fairway Drive
Lake Toxaway, NC 28747
Francis G. Rodgers, Author and Lecturer
159 Pear Tree Road
Darien, CT 06820
(d-e) Not applicable
(f) All of the above individuals are citizens of the United
States except Mr. Konomi, who is a citizen of Japan.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In September 1991, Dialogic Corporation ("Dialogic") completed
a series of agreements with a predecessor of Voice Control Systems, Inc.
("VCS") which, in relevant part, and as amended to date, resulted in
Dialogic acquiring a convertible promissory note in the principal amount of
$1,161,798.90 of VCS (the "Note"), which Note bears interest at a prime
rate plus 2%. Interest is payable on the Note on September 20 of each year
through maturity of the Note. The principal is payable in full on January
1, 1997. Under the Note, Dialogic may convert all or any part of the
principal amount plus accrued interest outstanding into shares of Common
Stock of VCS at a rate of one share for each $.9188 of principal and
interest. The principal amount of the Note is convertible, at that rate,
into 1,264,474 shares of VCS' Common Stock. As of December 31, 1995,
accrued interest on the Note was convertible into an additional 37,890
shares, for a total of 1,302,364 shares (i.e., 1,264,474 shares plus 37,890
shares) of Common Stock which Dialogic has the right to acquire upon
conversion of principal and interest on the Note as of December 31, 1995.
In addition, VCS' predecessor previously granted to Dialogic an
option, which expires on December 31, 1998 and which entitles Dialogic to
purchase certain shares of the Common Stock of VCS (the "Option"). The
Option gives Dialogic the right to acquire up to 914,231 shares of VCS
Common Stock at an exercise price of $0.6125 per share.
As of February 8, 1996, Dialogic owned an additional 202,887
shares of VCS Common Stock which it acquired upon conversion of interest
payable on the Note on September 20, 1994 and 1995. Such 202,887 share
amount is net of 39,000 shares sold by Dialogic subsequent to such
conversion.
ITEM 4. PURPOSE OF TRANSACTION.
VCS has filed a registration statement on Form SB-2 (No. 33-
64835), declared effective on February 8, 1996, describing an underwritten
public offering of its Common Stock (the "Offering"). Dialogic (through a
wholly-owned subsidiary) is reflected in that registration statement as a
selling shareholder. Pursuant to an underwriting agreement, executed on
February 8, 1996 (the "Underwriting Agreement"), Dialogic agreed to sell in
the Offering (i) its Option and (ii) an additional 85,769 shares of VCS
Common Stock owned by it. Further, pursuant to the terms of the
Underwriting Agreement, if the underwriters exercise their over-allotment
option in full, Dialogic will sell, upon exercise of such over-allotment
option, (i) 117,118 shares of VCS Common Stock presently owned by it and
(ii) 32,882 shares of VCS Common Stock which it has the right to acquire
upon conversion of accrued interest under the Note. In the event that it is
necessary to convert any portion of such interest in order to satisfy the
exercise of the over-allotment option, Dialogic expects to convert all
interest accrued through December 31, 1995. Such conversion would result in
the issuance of a total of 37,890 shares, of which 32,882 shares would be
available for sale to the underwriters upon exercise of the over-allotment
option and the balance of 5,008 shares would be issued directly to
Dialogic.
Other than as set forth above, Dialogic has no current plans or
proposals with VCS which would relate to or result in any of the
transactions described in Item 4 to Schedule 13D.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER.
(a) Aggregate Number: 2,419,482 shares; 36.8%
To the best knowledge of Dialogic, none of the
individuals listed in response to Item 2 beneficially own any
securities of VCS.
(b) Dialogic has the sole power to vote and dispose of
the VCS securities which it beneficially owns.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As a selling shareholder, Dialogic (through a wholly-owned
subsidiary) executed the Underwriting Agreement. Dialogic has also executed
a lock-up agreement restricting its ability to sell additional shares of
VCS Common Stock for a period of 180 days after the Offering.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Underwriting Agreement is incorporated herein by reference
to Exhibit 1.1 to VCS' Registration Statement on Form SB-2 (No. 33-64835)
referred to herein.
ITEM 8. SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DIALOGIC CORPORATION
February 16, 1996 By: /s/Edward B. Jordan
Edward B. Jordan
Vice President and Chief
Financial Officer
Attention: Intentional misstatements or omissions or fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
_____________________________
** Amendment No. 2 to this Schedule 13D was the first electronic
amendment to a paper format Schedule 13D. Pursuant to Reg. 240.13d-2,
Amendment No. 2 should have restated the entire text of those items
which were not being amended. The sole purpose of this Amendment No. 3 is
to amend Amendment No.2 to include such restatement. Simultaneous with the
filing of this Amendment No. 3, the Reporting Person has filed an
Amendment No. 4 disclosing a reduction in beneficial ownership
