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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
VOICE CONTROL SYSTEMS, INC.
Delaware 75-2440201
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(State of incorporation or organization) (I.R.S. Employer Identification Number)
14140 Midway Road, Suite 100, Dallas, Texas 75244
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933, pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
A description of Registrant's Common Stock is set forth under the
caption "Description of Capital Stock" in the Prospectus contained in the
Registrant's Registration Statement on Form SB-2 filed with the Securities and
Exchange Commission on December 8, 1995, as amended by Amendment No. 1 to Form
SB-2 filed January 16, 1996, Registration No. 33- 64835, and is incorporated
herein by reference.
Item 2. Exhibits.
Pursuant to Instruction 1, the following Exhibits are filed herewith:
1. Form of Underwriting Agreement (filed with the Securities and Exchange
Commission on January 16, 1996, as Exhibit 1.1 to the Company's Registration
Statement on Form SB-2, Registration No. 33-64835 and incorporated by reference
herein).
2. 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 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, 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. Bylaws 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 Annual Report on Form
10-K for the fiscal year ended December 31, 1986, and amendments thereto filed
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. Shareholder Agreement attached.
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: January 30, 1996
VOICE CONTROL SYSTEMS, INC.
By: /s/ Marietta Benignus
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Marietta Benignus
Vice President Administration
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SHAREHOLDERS AGREEMENT
The individuals listed on the signature pages (collectively, the
"Shareholders") and Scott Instruments Corporation, a Delaware corporation (the
"Corporation") deem it in the best interests of the Corporation to make certain
provisions regarding the election of certain directors of the Corporation.
Therefore, in consideration of the promises and the mutual covenants contained
herein, they hereby agree as follows:
1. Board of Directors
(a) The Corporation shall use its best efforts to take every action
necessary to nominate and have elected only each of Peter J. Foster, Neal J.
Robinson, Melvyn J. Goodman (or such replacement director as the remaining
directors of Peter J. Foster, Neal J. Robinson, and Melvyn J. Goodman or their
successors shall select), John B. Torkelsen and John Lucas-Tooth (or such
replacement director as the remaining director of John B. Torkelsen or John
Lucas-Tooth or his successor shall select) (the "Designees").
(b) Each of the Shareholders covenants and agrees that for the term
of this Agreement, or until the Shareholders own less than 10% of the
outstanding common stock of the Corporation (the "Common Stock"), the
Shareholder shall vote all shares of Common Stock owned by the Shareholder,
directly or indirectly, and all other shares of Common Stock as to which the
Shareholder has voting power
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and discretion, whether at any annual or special meeting of Shareholders of the
Corporation or pursuant to written consents in lieu of such meetings, for the
election of the Designees, and no other individuals, as directors of the
Corporation.
(c) Each of the Shareholders covenants and agrees that during the
term of this Agreement such Shareholder, except in his fiduciary capacity as a
Director of the Corporation, will not take any action, or encourage others to
take any action, which would have, or is intended to have, the effect of
causing any individuals other than the Designees to be elected as directors of
the Corporation, or causing any individual other than John B. Torkelsen to be
elected as Chairman of the Board of the Corporation, unless he should have
resigned, be removed for cause, or otherwise be unable to serve.
2. Applicability to Sales or Transfers of Common Stock. This
Agreement shall apply with equal force and effect to all purchasers,
successors, transferees or assigns of each of the Shareholders, except that
this Agreement shall not apply to, and shall cease to have any force and effect
as to, any shares sold in any arms-length broker/dealer transaction, which
transactions are expressly authorized by this Agreement. All certificates
representing Common Stock owned by each Shareholder, directly or indirectly, or
any other shares of Common Stock as to which any Shareholder has voting power
and discretion, shall bear a legend
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reflecting that those shares of Common Stock are subject to the provisions of
this Agreement.
3. Term. The Term of this Agreement shall commence on the date
hereof and shall continue until January 1, 1997.
4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
5. Entire Agreement. This Agreement contains the entire
agreement among the parties hereto with respect to the subject matter hereof,
and no modification shall be effective unless in writing and signed by all the
then remaining parties to this Agreement. This Agreement supersedes all prior
understandings, negotiations and agreements relating to the subject matter
hereof.
6. Reorganization, Etc. The provisions of this Agreement shall
apply mutatis mutandis to any shares or other securities resulting from any
stock split or reverse split, stock dividend, reclassification, subdivision,
consolidation or reorganization of any shares or other securities of the
Corporation.
7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
such agreements.
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8. Headings. The headings in this Agreement are solely for
convenience of reference and shall not affect the interpretation of any of the
provisions hereof.
9. Severability. If any provision of this Agreement shall be
held to be illegal or unenforceable, such holding shall not affect the validity
or enforceability of the other provisions of this Agreement.
10. Binding Effect. This Agreement, except as limited by
paragraph 2, above, shall be binding upon and inure to the benefit of the
Corporation and each Shareholder, and their respective successors, assigns,
executors, administrators, legal representatives, heirs and assigns.
IN WITNESS WHEREOF the parties hereto have cause this Shareholders
Agreement to be executed as of __________________________, 1994.
SCOTT INSTRUMENTS CORPORATION
By: /s/ E. Ray Cotten
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SHAREHOLDERS SHARES %
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INDUSTRIAL INVESTMENT COMPANY 920,144
By: /s/ A. Belij
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CANTRADE INVESTMENT MANAGEMENT 262,143
By: /s/ Sam Stevenson
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AUS PER #1, INC. 385,720
By: /s/ Peter Yunghanns
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/s/ John B. Torkelsen 555,897
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PRINCETON VENTURE RESEARCH, INC. 198,395
By: /s/ John B. Torkelsen
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/s/ Brian L. Scott 5,688
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/s/ John Lucas-Tooth 50,358
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/s/ Marvin Preston IV 55,286
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BANKUWAIT NOMINEES 125,716
By: /s/ A. Belij
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LONE STAR VENTURES 729,560 of VCS
Industries, INC.
By: /s/ Neal J. Robinson
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/s/ Neal J. Robinson 0
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/s/ Peter J. Foster 136,666
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