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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1996
REGISTRATION NO. 333-
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VOICE CONTROL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 75-1707970
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14140 MIDWAY ROAD, SUITE 100
DALLAS, TEXAS 75244
(214) 726-1200
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
VCS INDUSTRIES, INC. 1986 INCENTIVE STOCK PLAN
(Full title of the plan)
PETER J. FOSTER, PRESIDENT
VOICE CONTROL SYSTEMS, INC.
14140 MIDWAY ROAD, SUITE 100
DALLAS, TEXAS 75244
(214) 726-1200
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Bruce H. Hallett
Crouch & Hallett
717 N. Harwood, Suite 1400
Dallas, Texas 75201
(214) 953-0053
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share* Price* Registration Fee
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<S> <C> <C> <C> <C>
Common Stock
$.01 Par Value 383,201 $12.125 $4,646,312 $1,602.17
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</TABLE>
*Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee and based on the closing price per share on May 16, 1996.
This Registration Statement also covers an indeterminate number of shares as
may be issued as a result of the anti-dilution provisions of the Plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") will be sent or
given to participants in the plan listed on the cover page of this Registration
Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, (the "1933 Act"). Such document(s) are not being filed
with the Commission but constitute (along with the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II
hereof), a prospectus that meets the requirements of Section 10(a) of the 1933
Act.
PART II
INFORMATION INCORPORATED BY REFERENCE
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1995, dated March 30, 1996 as filed by
the Company pursuant to Section 13 or 15(d) of the 1934 Act,
as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13 or 15(d) of
the Exchange Act, since December 31, 1995.
(c) The description of the Company's Common Stock, $.01 par
value ("Common Stock") which is contained in the Company's
latest registration statement filed under the Exchange Act,
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers
Article VI of the Company's Bylaws expressly directs the Company to
indemnify any director, officer, employee, or agent of the Company or any
person serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint
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venture, trust, or other enterprise against expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit
or proceeding (other than an action by or in the right of the Company) to which
such person is a party by virtue of such status if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.
The termination of such action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
will not create a presumption that such person did not act in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or proceeding, that he
had reasonable cause to believe that his conduct was unlawful.
Article VI also provides that the Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Company to
procure a judgment in the Company's favor by reason of the fact that such
person is or was a director, trustee, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
trustee, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) and amounts paid in settlement actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Company; however, no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
willful misconduct in the performance of such person's duty to the Company
unless and only to the extent that, the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as such court
shall deem proper. The termination of any action or suit by judgment or
settlement shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be
in or not opposed to the best interest of the Company.
The Bylaws further provide that any indemnification shall be made only
upon a determination that such indemnification is proper under the standards
described above. Such determination shall be made (i) by a majority vote of a
quorum of the Company's Board, or (ii) if such quorum is not obtainable, by a
quorum of disinterested directors, or (iii) by independent legal counsel or
(iv) by the shareholders. If successful, in whole or in part, on the merits of
any action, a person shall be indemnified for expenses actually and reasonably
incurred.
Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Company, at any time or from time to time in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in Article VI of the Bylaws. The
indemnification and advancement of expenses provided by or granted pursuant to
Article VI shall not be deemed exclusive of any other rights to which those
indemnified or those seeking advancement of expenses may be entitled under any
law, bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office and shall continue as to a
person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such person.
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The Certificate of Incorporation of the Company eliminates personal
liability of directors, to the fullest extent permitted by Delaware law, to the
Company and its stockholders for monetary damages for breach of fiduciary duty
as a director.
Item 7. Exemption for Registration Claimed.
Not applicable.
Item 8. Exhibits.
NUMBER DESCRIPTION OF EXHIBIT
4.1 VCS Industries, Inc. 1986 Incentive Stock Plan (filed with the
Securities and Exchange Commission on April 11, 1994 as Exhibit
10.37 to the Company's Registration Statement on Form S-4 dated April
11, 1994, Registration No. 33-77658, and incorporated by reference
herein).
5.1* Opinion of Crouch & Hallett
23.1* Consent of BDO Seidman, LLP
* Filed herewith.
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Item 9. Undertakings
The undersigned registrant hereby undertakes that it will:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) Include any additional or changed material information on the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) For the purpose of determining any liability under the Securities Act
of 1933, treat each such post-effective amendment as a new registration
statement of the securities offered, and the offering of such securities at
that time to be the initial bona fide offering thereof.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the intial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on May 19, 1996.
VOICE CONTROL SYSTEMS, INC.
Date: May 19, 1996 By: /s/ Peter J. Foster
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Peter J. Foster,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Date
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<S> <C>
May 19, 1996
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John B. Torkelsen
Chairman and Director
/s/ Peter J. Foster May 19, 1996
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Peter J. Foster
President, Chief Executive Officer and Director
/s/ Kim S. Terry May 19, 1996
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Kim S. Terry
Vice President, Controller and Corporate Secretary
(Principal Financial and Accounting Officer)
/s/ Melvyn J. Goodman May 19, 1996
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Melvyn J. Goodman
Director
May 19, 1996
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John Lucas-Tooth
Director
/s/ Neal J. Robinson May 19, 1996
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Neal J. Robinson
Director
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
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<S> <C>
4.1 VCS Industries, Inc. 1986 Incentive Stock Plan (filed with the Securities and Exchange Commission on April 11,
1994 as Exhibit 10.37 to the Company's Registration Statement on Form S-4 dated April 11, 1994, Registration
No. 33-77658, and incorporated by reference herein).
5.1* Opinion of Crouch & Hallett
23.1* Consent of BDO Seidman, LLP
</TABLE>
* Filed herewith.
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EXHIBIT 5.1
CONSENT OF CROUCH & HALLETT
(214) 922-4120
May 19, 1996
Voice Control Systems, Inc.
14140 Midway Road, Suite 100
Dallas, Texas 75244
Gentlemen:
We have served as counsel for Voice Control Systems, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 covering the sale of a maximum of 383,201 shares (the "Shares") of
Common Stock, $.01 par value, of the Company. The Shares are to be issued upon
the exercise of options granted under the VCS Industries, Inc. 1986 Incentive
Stock Option Plan described in the Registration Statement.
We have examined such documents and questions of law as we have deemed
necessary to render the opinion expressed below. Based upon the foregoing, we
are of the opinion that the Shares, when issued and delivered, are duly and
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/
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EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Voice Control Systems, Inc.
Dallas, Texas
We hereby consent to the incorporation by reference into the Registration
Statement on Form S-8, pertaining to the VCS Industries, Inc. 1986 Incentive
Stock Plan of our report dated February 22, 1996, relating to the financial
statements of Voice Control Systems, Inc. appearing in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1995.
/s/ BDO Seidman, LLP
Dallas, Texas
May 19, 1996
