SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2*)
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
AMENDMENT NO. 2
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 expires on December 31, 1998 and which entitles Dialogic to
purchase certain shares of the Common Stock of VCS (the "Option"). The
Option currently gives Dialogic the right to acquire up to 914,231 shares
of VCS Common Stock at an exercise price of $0.6125 per share.
Dialogic presently owns 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
39,900 shares sold by Dialogic subsequent to such conversions.
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 will sell in the
Offering (i) its Option and (ii) an additional 85,769 shares of VCS Common
Stock presently 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) the remaining 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 9, 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).
