SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5*)
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)
March 6, 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: 1,269,482
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 1,269,482
Person With: (10) Shared Dispositive Power: 0
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,269,482
___________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions):
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 15.4%
___________________________________________________________________________
(14) Type of Reporting Person (See Instructions): CO
___________________________________________________________________________
SCHEDULE 13D/A
AMENDMENT NO. 5
REPORTING PERSON: DIALOGIC CORPORATION
ISSUER: VOICE CONTROL SYSTEMS, INC.
CUSIP NO.: 92861B100
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 gave Dialogic the right to acquire up to 914,231 shares of
VCS Common Stock at an exercise price of $0.6125 per share (the "Option").
On February 14, 1996, Dialogic sold the Option in connection with the
public offering of VCS Common Stock described in Item 4 below.
From time to time, Dialogic has acquired shares of VCS Common
Stock which it acquired upon conversion of interest payable on the Note.
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 (the
"Underwriting Agreement"), on February 14, 1996, Dialogic sold in the
Offering (i) its Option and (ii) an additional 85,769 shares of VCS Common
Stock. Pursuant to the terms of the Underwriting Agreement, if the
underwriters were to exercise their over-allotment option in full, Dialogic
would be required to sell, upon exercise of such over-allotment option, a
total of 150,000 shares of VCS Common Stock. On March 6, 1996, the
underwriters exercised their over-allotment option in full and Dialogic
sold (i) 117,118 shares of VCS Common Stock owned by it and (ii) 32,882
shares of VCS Common Stock which it had the right to acquire upon
conversion of accrued interest under the Note. In order to satisfy the
exercise of the over-allotment option, Dialogic converted all interest
accrued through December 31, 1995. Such conversion resulted in the
issuance of a total of 37,890 shares, of which 32,882 shares were sold to
the underwriters upon exercise of the over-allotment option and the balance
of 5,008 shares were 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: 1,269,482 shares; 15.4%
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
March 8, 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).
