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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 4, 1996
VOICE CONTROL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-10385 75-1707970
(State of (Commission File (IRS employment
incorporation) Number) identification no.)
14140 MIDWAY ROAD
SUITE 100
DALLAS, TEXAS 75244
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 972-726-1200
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Exhibit index on page 2
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 4, 1996, the Company completed a merger pursuant to which
Voice Processing Corporation ("VPC") merged with and into the Company. VPC
develops and markets speech recognition products, primarily for
telecommunications applications. In the merger, holders of VPC's common stock
and certain securities convertible into shares of VPC's common stock received
(or will receive upon conversion or exercise of certain securities) a total of
3,975,003 shares of common stock of the Company. The merger consideration was
determined as a result of arms length negotiation between the Company and VPC,
as more fully described in the Company's proxy statement dated September 30,
1996. The merger is being accounted for as a pooling of interests.
None of the former VPC stockholders were affiliated with the Company
as of the time of the merger, although VPC has the right to designate two
directors to the Board of Directors of the Company.
Because the merger consideration consisted entirely of common stock of
the Company, the Company did not have any funding requirements in order to
effect the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Financial statements of VPC
prepared pursuant to Regulation S-X are included in the Registration Statement
on Form S-4, file no. 333-11367 and are incorporated by reference herein.
(b) PRO FINANCIAL INFORMATION. Pro forma financial statements of the Company
prepared pursuant to Regulation S-X are included in the Registration Statement
on Form S-4, File No. 333-11367, and are incorporated by reference herein.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger dated as of July 17, 1996, by and among
Voice Control Systems, Inc. and Voice Processing Corporation (filed as
Exhibit 2.1 to Registration Statement on Form S-4, file no. 333-11367
incorporated by reference herein).
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VOICE CONTROL SYSTEMS, INC.
Date: November 12, 1996 By: /s/ KIM S. TERRY
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Kim S. Terry,
Vice President
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