<PAGE> 1
As filed with the Securities and Exchange Commission on June 6, 1997
Registration No. 333-_______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VOICE CONTROL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1707970
(State of incorporation) (I.R.S. employer
identification number)
14140 Midway Road
Suite 100
Dallas, Texas 75244
972-726-1200
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
---------------------------
Peter J. Foster
President and Chief Executive Officer
Voice Control Systems, Inc.
14140 Midway Road, Suite 100
Dallas, Texas 75244
972-726-1200
(Name, address including zip code, and telephone number, including area
code, of agent for service)
---------------------------
Copy to:
Bruce H. Hallett
Crouch & Hallett, L.L.P.
717 N. Harwood St., Suite 1400
Dallas, Texas 75201
214-953-0053
---------------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable upon the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box. [ ]
<PAGE> 2
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
Title of Each Maximum Maximum
Class of Securities Amount Being Offering Price Aggregate Amount of
Being Registered Registered Per Share (1) Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par 2,565,018 $4.625 $4.625 $3,594.91
value shares
===========================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, based on the average of the high and low prices of the
registrant's common stock as reported on the NASDAQ National Market on June 3,
1997.
---------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 3
VOICE CONTROL SYSTEMS, INC.
Cross-Reference Sheet pursuant to Item 501(b) of Regulation S-K showing
locations in the Prospectus of information required by Part I of Form S-3.
<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEMS AND HEADINGS LOCATION IN PROSPECTUS
----------------------------------------- ----------------------
<S> <C>
1. Forepart of Registration Statement and Outside Facing Page; Cross-Reference Sheet; Outside
Front Cover Pages of Prospectus Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Front and Outside Back Cover Page of
Prospectus Prospectus
3. Summary Information, Risk Factors and Ratio of Risk Factors
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Outside Front Cover Page of Prospectus
9. Description of Securities to be Registered Not Applicable
10. Interests of Named Experts and Counsel Legal Opinion; Experts
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Reference Inside Front Cover Page of Prospectus
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act Liabilities
</TABLE>
<PAGE> 4
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 6, 1997
2,565,018 Shares
VOICE CONTROL SYSTEMS, INC.
COMMON STOCK
---------
The 2,565,018 shares (the "Shares") of Common Stock, $.01 par value
(the "Common Stock"), of Voice Control Systems, Inc., a Delaware corporation
(the "Company"), offered hereby are being sold by the Selling Stockholders.
See "Selling Stockholders." The Company will not receive any of the proceeds
from the sale of the Shares offered hereby.
The Shares may be offered by the Selling Stockholders from time to time
in open market transactions (which may include block transactions) or otherwise
on the NASDAQ National Market at prices relating to prevailing market prices or
at negotiated prices. The Selling Stockholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders and any broker-dealer
acting in connection with the sale of the Shares offered hereby may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Act"), in which event any discounts, concessions or commissions received
by them, which are not expected to exceed those customary in the types of
transactions involved, or any profit on resales of the Shares by them, may be
deemed to be underwriting commissions or discounts under the Act. The offering
contemplated hereby will terminate as to the Shares upon the sale of all of the
Shares. See "Selling Stockholders."
The costs, expenses and fees incurred in connection with the
registration of the Shares, which are estimated to be $11,595 (excluding
selling commissions and brokerage fees incurred by the Selling Stockholders),
will be paid by the Company.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 HEREOF FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY POTENTIAL PURCHASERS OF THE
COMMON STOCK.
The last reported sale price of the Common Stock on the NASDAQ National
Market on June 3, 1997 was $4.625 per share.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this Prospectus is June ____, 1997
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information concerning
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at its offices at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. In addition, such material can be inspected at the offices of the
NASDAQ Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
Reports, proxy statements and other information concerning the Company
can also be obtained electronically through a variety of databases, including
among others, the Commission's Electronic Data Gathering, Analysis And
Retrieval ("EDGAR") program, Knight-Ridder Information, Inc., Federal
Filings/Dow Jones and Lexis/Nexis. Additionally, the Commission maintains a
Website (at http://www.sec.gov) that contains such information regarding the
Company.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Commission under the Act with respect to the
Shares. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information, exhibits, and undertakings contained in
the Registration Statement. Reference is made to the Registration Statement
and to the exhibits thereto for further information, which may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C., and copies of which may be obtained from the Commission at
prescribed rates. Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus relating to the contents of any
contract or other document referred to herein or therein are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or such other document. Each
such statement is qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996, dated March 28, 1997 as filed by the Company pursuant to
Section 13 or 15(d) of the 1934 Act;
2. The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarter ending March 31, 1997.
3. The description of the Company's Common Stock which is contained
in the Company's latest registration statement filed under the 1934 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 1934 Act prior to the termination of the
offering of the shares of Common Stock hereunder shall be deemed to be
2
<PAGE> 6
incorporated herein by reference and shall be a part hereof from the date of
the filing of such documents. Any statements contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or replaced for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
replaces such statement. Any such statement so modified or replaced shall not
be deemed, except as so modified or replaced, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of the documents incorporated by reference
herein, other than exhibits to such documents not specifically incorporated by
reference. Such requests should be directed to Voice Control Systems, Inc.,
14140 Midway Road, Suite 100, Dallas, Texas 75244, Attention: Investor
Relations (telephone (972) 726-1200).
3
<PAGE> 7
RISK FACTORS
Prospective investors should carefully evaluate all of the information
contained and incorporated by reference in this Prospectus, and in addition,
should carefully consider the following factors before making an investment in
the Shares.
HISTORY OF LOSSES
On November 4, 1996, Voice Processing Corporation, a Delaware
corporation ("VPC") was merged with and into the Company (the "VPC Merger").
Although the Company was profitable in the first quarter of 1997, the Company
has recorded cumulative losses of approximately $19.1 million through March 31,
1997. These losses reflect the results of operations of VCS Industries, Inc.
("Industries") prior to its merger (the "Scott Merger") with and into Scott
Instruments Corporation ("Scott"); whereupon Scott changed its name to the
current company name of "Voice Control Systems, Inc."); losses incurred by the
Company after the Scott Merger; and losses incurred by VPC prior to the merger.
In addition, Industries' predecessors incurred losses. The Company realized a
net loss of approximately $2,795,000 for the year ending December 31, 1996
including $1,377,000 associated with the VPC Merger and net income for the
three months ending March 31, 1997 of approximately $496,000; however, there
can be no assurance that the Company will continue to generate profits.
RELIANCE ON MAJOR CUSTOMER
The Company is dependent to a significant extent on sales through OEMs.
Dialogic Corporation ("Dialogic"), a leading supplier of components for
building, assembling and programming voice processing systems, accounted for
25% and 40% of the Company's revenue in 1996 and 1995, respectively.
DIALOGIC RELATIONSHIP -- SHIFT TO OPEN ARCHITECTURE; SIGNIFICANT STOCKHOLDER
Prior to 1995, the Company technology was the only speech recognition
technology sold by Dialogic. In 1995, Dialogic began commercial distribution
of a new open architecture platform, Antares, for use in its SCSA product line.
The Company's Antares Software is currently in production for six computer
operating systems and in beta test for certain other computer operating
systems. The Company is developing support for additional operating systems.
The Antares platform supports several capabilities including speech
recognition, thereby making the speech recognition technology of the Company's
competitors available as an alternative to the Company's technology in systems
using the SCSA architecture. In addition, under the new architecture, the
Company's sales to Dialogic are expected to shift over time from predominantly
hardware to predominantly software. Moreover, customers may delay purchasing
the Company products from Dialogic until they are able to purchase a Dialogic
SCSA product incorporating the Company technology that meets their needs.
These factors may negatively impact the Company's sales and profitability
through the Dialogic distribution channel.
In addition, through a wholly owned subsidiary, Dialogic beneficially
owns approximately 13% of the Company Common Stock, as of March 31, 1997. As a
result of these relationships, Dialogic has the ability to influence the
business and affairs of the Company and to otherwise affect the outcome of
certain actions that require stockholder approval, including the adoption of
amendments to the Company's Certificate of Incorporation, mergers, sales of
assets and other business acquisitions or dispositions.
4
<PAGE> 8
DEVELOPMENT OF MARKETS REQUIRED FOR SUCCESSFUL PERFORMANCE BY THE COMPANY
The market for speech recognition is relatively new. The financial
performance of the Company will depend, in part, on the future development,
growth and ultimate size of this market. The Company's speech recognition
products compete with more conventional means of information processing (e.g.,
data entry or access by keyboard or touch-tone phone). There can be no
assurance that the market for the Company's current or future products will
develop, that its technology will find general acceptance in the marketplace,
or that sales of its products will be profitable to the Company.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
The Company's sales and profitability may vary significantly from
quarter to quarter due to a variety of factors, including the Company's
dependence upon a small number of customers, timing of customer orders, and
changes in the Company's product and customer mix. The Company typically
operates with relatively little backlog and substantially all of its revenues
in each quarter results from orders and royalty payments received in that
quarter.
DEPENDENCE ON SALES BY THIRD PARTIES
The Company's revenues are dependent upon the ability of systems
integrators and OEMs to develop and sell systems that incorporate the Company's
technology, because the Company generally does not sell its technology directly
to end users. Factors that adversely affect the revenues of the Company's OEM
and systems integrator customers, such as economic conditions, patent
positions, their technology and other marketing restrictions, may have a
substantial impact upon the Company's financial results. No assurances can be
given that the Company's OEM and systems integrator customers will continue to
use the Company as a supplier of speech recognition technology or that
customers of the Company will not experience financial or other difficulties
that will adversely affect their revenues and, in turn, the results of
operations and financial condition of the Company.
TECHNOLOGICAL CHANGES MAY ADVERSELY AFFECT THE COMPANY
The speech recognition field and the voice and communications industry
in which the Company operates are characterized by rapid technological change.
The development of new technology by the Company's competitors may render the
Company's technology obsolete. Competition in the field of speech recognition
is based largely on technological superiority. Accordingly, the success of the
Company will depend upon its ability to continually enhance its current
products, to develop and introduce new products which keep pace with
technological developments and to address the changing needs of the
marketplace. Although the Company expects to devote significant resources to
research and development activities, there can be no assurance that these
activities will result in the successful development of new technologies and
products or the enhancement of existing technology and products. In addition,
there can be no assurance that the introduction of products, services or
technological developments by others will not have a material adverse effect on
the Company's operations.
COMPETITION
Competition in all areas of the Company's business is substantial and is
expected to increase. The Company competes with a variety of businesses
including: computer and semiconductor manufacturers, such as Apple Computer,
IBM and Toshiba; telecommunications and cellular equipment suppliers, such as
AT&T, Motorola and Nortel; affiliates of foreign telephone companies, such as
British Telecom, CNET, CSELT, Telefonica de Espana SA and Vocalis; system
suppliers, such as BBN Hark,
5
<PAGE> 9
Dragon Systems, Microsoft, Texas Instruments and Verbex, Inc.; and speech
recognition suppliers, such as Nuance Communications, Lernout & Hauspie Speech
Products, ALTech, Pure Speech, Inc., and Speech Systems, Inc. Many of the
Company's competitors are substantially larger than the Company, are well
established, and have greater financial, technical, marketing, service and
operating resources than the Company. The Company's competitors can be expected
to continue to make substantial commitments to research and product
development.
RELIANCE ON KEY PERSONNEL; ATTRACTION AND RETENTION OF PERSONNEL
The Company's success depends upon the continued contributions of its
officers and key personnel, many of whom would be difficult to replace. The
Company has employment agreements with Peter J. Foster, CEO and President, and
Thomas B. Schalk, Chief Technical Officer. These agreements contain customary
non-disclosure and non-competition covenants, but there can be no assurance
that these are enforceable under Texas law, where the Company corporate offices
are located. The Company's continued growth depends on its ability to attract
and retain skilled employees, particularly in research and development,
engineering and sales. The market for technical and scientific personnel is
highly competitive, and there can be no assurance that the Company will be
successful in attracting or retaining sufficient numbers of qualified
personnel.
DEPENDENCE ON OTHER COMPANIES FOR ASSEMBLY AND COMPONENT PARTS
The Company does not manufacture component parts for its products nor
does it have any plan to do so. The Company's products are assembled by
independent contractors. Other than one component which the Company obtains
from NEC Electronics, Inc., it is not dependent upon a single supplier for any
equipment or component parts. The Company generally does not have long-term
contracts with suppliers for the purchase and delivery of component parts or
contractors for the assembly of its products. Any interruption of supply in the
assembly services utilized by the Company or in the supply of key components,
for any reason, could result in significant delivery delays, thereby adversely
affecting the Company's revenues, profitability and customer relations.
PROTECTION OF PROPRIETARY RIGHTS REQUIRED FOR SUCCESSFUL OPERATION OF THE
COMPANY
The Company relies on proprietary technology that it closely guards as
trade secrets. The Company has required nondisclosure and confidentiality
agreements to be executed by its employees, licensees and all parties for whom
it presently provides or contemplates providing engineering or research and
development services, and the Company expects to continue this requirement.
However, there can be no assurance that such non-disclosure and confidentiality
agreements will be sufficient to maintain the secrecy of the Company's
proprietary technology. In addition, there can be no assurance that competitors
will not develop this technology independently or otherwise obtain access to
it. The success of the Company will depend on its ability to maintain
confidentiality for its technology and upon third parties not developing
similar or better technology.
Several of the Company's competitors have obtained and can be expected
to obtain patents that cover products or services directly or indirectly
related to those offered by the Company. There can be no assurance that the
Company is aware of all patents containing claims that may pose a risk of
infringement by its products or services. In addition, patent applications are
generally confidential until a patent is issued and, accordingly, the Company
cannot evaluate the extent to which its products or services may infringe on
future patent rights held by others. In general, if it were determined that any
of the Company's products, services or planned enhancements (the "Offered
Products") infringed valid patent rights held by others, the Company would be
required to either: (i) cease marketing the Offered Products, (ii) obtain
licenses to develop and market the Offered Products from the holders of the
6
<PAGE> 10
patents or (iii) redesign the Offered Products to avoid infringement. There can
be no assurance that the Company would be able to obtain licenses on
commercially reasonable terms, or that it would be able to design and
incorporate alternative technologies, without a material adverse effect on its
business.
ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER PROVISIONS
Certain provisions of Delaware law and certain provisions of the
Company's amended Certificate of Incorporation permitting the issuance of
preferred stock, could make a merger, tender offer or proxy contest involving
the Company more difficult, even if such events would be beneficial to the
interests of the stockholders.
TECHNOLOGY ACQUISITION STRATEGY; STRATEGIC ALLIANCES
The Company intends to consider selected strategic acquisitions of
technologies that complement those of the Company. It may also enter into
beneficial strategic alliances to pursue certain market opportunities. There
can be no assurance, however, that the Company will be able to identify and
acquire suitable technology on favorable terms, successfully integrate newly
acquired technology with the Company's technology or create suitable strategic
alliances.
THE COMPANY
The Company's principal offices are located at 14140 Midway Road, Suite
100, Dallas, Texas 75244, and its telephone number is (972) 726-1200.
7
<PAGE> 11
SELLING STOCKHOLDERS
The Company will not received any proceeds from the sales of Common
Stock by the Selling Stockholders. While the Company will receive sums upon
any exercise of the warrants by the Selling Stockholders, the Company has no
specific plans for their application other than toward general corporate
purposes.
The Shares covered by this Prospectus may be offered by or for the
account of the persons who purchased them in the private sales described below.
The Shares covered by this Prospectus represent a portion of the Shares sold in
the transactions described below which to the best of the Company's knowledge
are still owned by the Selling Stockholders. Pursuant to the terms of certain
Registration Rights Agreements, Subscription Agreements, and Warrants, certain
of the Selling Stockholders were granted registration rights covering certain
subsequent offers and sales of the shares of Common Stock which they purchased
from the Company.
This Prospectus covers sales of 71,419 shares of Common Stock held by an
affiliate of the Company. These shares have been held by the affiliate for
more than three years and were previously registered in registration statements
filed with the Securities and Exchange Commission.
This Prospectus covers sales of 1,116 shares of Common Stock held by a
director of the Company. These shares were issued in December 1995 upon the
exercise of warrants. The exercise price was $7.00 per share.
This Prospectus covers sales of 15,000 shares of Common Stock of the
Company reserved for issuance to certain outside directors of the Company upon
exercise of warrants issued in February 1993. These warrants expire by their
terms on February 19, 1998. The exercise price under each warrant is $7.76 per
share of Common Stock.
This Prospectus covers sales of 17,500 shares of Common Stock of the
Company reserved for issuance to certain directors of the Company upon exercise
of warrants issued in July 1993. These warrants expire by their terms on July
27, 1998. The exercise price under each warrant is $8.00 per share of Common
Stock.
This Prospectus covers sales of 91,250 shares of Common Stock of the
Company reserved for issuance to certain officers of the Company upon exercise
of warrants issued on February 1, 1994. These warrants expire by their terms
on February 1, 2004. The exercise price under each warrant is $5.00 per share
of Common Stock. In connection with the issuance of these warrants, 313,124
shares of Common Stock of the Company reserved for issuance to certain officers
of the Company upon exercise of options previously issued were canceled in
order to extend the exercise period for certain officers of the Company.
This Prospectus also covers sales of 20,000 shares of Common Stock of
the Company reserved for issuance to a certain officer of the Company, in
recognition of his service to the Company simultaneous with his resigning as
Chief Executive Officer of the Company, upon exercise of warrants issued from
October 1991 to July 1993. These warrants expire from October 1997 to July
1998. On May 31, 1994, the Company's Board of Directors agreed to adjust the
exercise price of these warrants with original exercise prices ranging from
$7.00 to $13.00 per share to $4.00 per share.
This Prospectus also covers sales of 142,500 shares of Common Stock
issued and sold in privately negotiated transactions in March, 1994, to certain
of the Selling Stockholders for a purchase price of $5.00 per share.
8
<PAGE> 12
This Prospectus also covers sales of 120,000 shares of Common Stock
reserved for issuance to outside Directors of the Company upon exercise of
warrants issued in October 1994. These warrants expire by their terms in
October 1999. The exercise price under each warrant is $3.38 per share.
This Prospectus also covers sales of 10,000 shares of Common Stock
reserved for issuance to a consultant upon exercise of options issued in
December 1994. These options expire by their terms in December 2004. The
exercise price under each option if $3.00 per share.
This Prospectus also covers sales of 5,000 shares of Common Stock
reserved for issuance to a former employee and consultant for the Company upon
exercise of options issued in July 1996. These options expire by their terms
in July 2006. The exercise price under each option is $4.00 per share.
This Prospectus also covers sales of 40,000 shares of Common Stock
reserved for issuance to outside Directors of the Company upon exercise of
warrants issued in August 1996. These warrants were granted pursuant to a
director compensation plan discussed in 1995 and adopted in March 1996, and
expire by their terms in August 2001. The exercise price under each warrant is
$5.63 per share.
This Prospectus also covers sales of 50,633 shares of Common Stock
issued to an officer and director of the Company upon conversion of convertible
debt originally issued to him by Industries and assumed by the Company in the
Scott Merger. The conversion rate was $3.95 per share.
This Prospectus also covers sales of 1,399,715 shares of Common Stock of
the Company issued to Dialogic upon conversion of a convertible note originally
issued by Industries and assumed by the Company in the Scott Merger. The
conversion rate was $.92 per share.
This Prospectus also covers sales of 189,919 shares of Common Stock
issued to certain selling stockholders upon exercise of options originally
issued by Industries and assumed by the Company in the Scott Merger. The
exercise price was $2.70 per share.
This Prospectus also covers sales of 291,002 shares of Common Stock of
the Company reserved for issuance to certain consultants, former directors, and
current directors upon the exercise of options, originally issued to them by
Industries, from April 1992 to October 1993 and assumed by the Company in the
Scott Merger. These options expire by their terms from April 2002 to October
2003. The exercise price under each option ranges from $1.15 to $1.53 per
share.
This Prospectus also covers sales of 99,964 shares of Common Stock of
the Company reserved for issuance to certain consultants, former directors, and
current directors upon the exercise of options, originally issued to them by
VPC and assumed by the Company in the VPC Merger. These options expire by
their terms on September 30, 1998. The exercise price under each option is
$2.07 per share.
9
<PAGE> 13
TABLE OF SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
NUMBER OF
SHARES ISSUABLE
UPON EXERCISE COMMON STOCK OWNERSHIP
COMMON OF OPTIONS AND ASSUMING EXERCISE OF ALL
MATERIAL STOCK WARRANTS OPTIONS AND WARRANTS (1)
RELATIONSHIP ------------------------------------------------------------
WITHIN THE NUMBER OF NUMBER NUMBER OF PERCENT
NAME OF LAST THREE SHARES OF SHARES OF
SELLING STOCKHOLDER YEARS, IF ANY OWNED SHARES OWNED CLASS
- ------------------- ------------- --------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
PETER J. FOSTER PRESIDENT, CEO 120,870 393,869 514,739 4.48%
NEAL J. ROBINSON CHAIRMAN AND DIRECTOR 145,937 187,753 333,690 2.96%
MELVYN J. GOODMAN DIRECTOR 125,493 66,120 191,613 1.72%
JOHN B. TORKELSEN DIRECTOR 161,908 45,625 207,533 1.86%
STANLEY WESTREICH DIRECTOR 382,902 18,723 401,625 3.62%
RALPH HULBERT FORMER DIRECTOR 491 18,125 18,616 0.17%
SEYMOUR JOFFE FORMER DIRECTOR 0 4,375 4,375 0.04%
HENRY CARR FORMER VP ENGINEERING 0 3,750 3,750 0.03%
E. RAY COTTEN FORMER PRESIDENT & COO, 1,178 57,500 58,678 0.53%
FORMER DIRECTOR
MARVIN PRESTON IV FORMER CHAIRMAN, CEO 825 23,750 24,575 0.22%
EDMUND F. TAGG FORMER VP ENGINEERING 0 9,897 9,897 0.09%
MELANIE WATSON FORMER CORP. SECRETARY, 0 12,500 12,500 0.11%
FORMER CONTROLLER
ROBERT CRAMER, JR FORMER DIRECTOR OF VPC 102,584 21,772 124,356 1.12%
A. STARKE TAYLOR, JR FORMER DIRECTOR OF INDUSTRIES 0 22,855 22,855 0.21%
DIALOGIC CORPORATION AFFILIATE 1,399,715 0 1,399,715 12.62%
NEAL ROBINSON INVESTMENTS AFFILIATE(3) 63,308 0 63,307 0.57%
MELGOOD INVESTMENTS AFFILIATE(4) 63,307 0 63,306 0.57%
PHILGOOD INVESTMENTS AFFILIATE(5) 188,800 0 188,800 1.70%
PRINCETON VENTURE RESEARCH AFFILIATE(6) 49,598 0 49,598 0.45%
<CAPTION>
OWNERSHIP AFTER SALE,
ASSUMING OWNERS WERE
AMOUNT TO ELECT TO SELL ALL SUCH
MATERIAL OFFERED (2) SHARES OFFERED HEREBY (1)
RELATIONSHIP -------------------------------------------------
WITHIN THE NUMBER OF NUMBER OF PERCENT OF CLASS
NAME OF LAST THREE SHARES SHARES IF GREATER THAN
SELLING STOCKHOLDER YEARS, IF ANY OFFERED OWNED 1.0%
- ------------------- ----------------------- -------- --------- ----------------
<S> <C> <C> <C> <C>
PETER J. FOSTER PRESIDENT, CEO 140,010 374,729 3.26%
NEAL J. ROBINSON CHAIRMAN AND DIRECTOR 187,753 145,937 1.29%
MELVYN J. GOODMAN DIRECTOR 66,120 125,493 1.12%
JOHN B. TORKELSEN DIRECTOR 186,062 21,471 --
STANLEY WESTREICH DIRECTOR 4,354 397,271 3.58%
RALPH HULBERT FORMER DIRECTOR 18,125 491 --
SEYMOUR JOFFE FORMER DIRECTOR 4,375 0 --
HENRY CARR FORMER VP ENGINEERING 3,750 0 --
E. RAY COTTEN FORMER PRESIDENT & COO, 57,500 1,178 --
FORMER DIRECTOR
MARVIN PRESTON IV FORMER CHAIRMAN, CEO 23,750 825 --
EDMUND F. TAGG FORMER VP ENGINEERING 9,897 0 --
MELANIE WATSON FORMER CORP. SECRETARY, 12,500 0 --
FORMER CONTROLLER
ROBERT CRAMER, JR FORMER DIRECTOR OF VPC 21,772 102,584 --
A. STARKE TAYLOR, JR FORMER DIRECTOR OF INDUSTRIES 22,855 0 --
DIALOGIC CORPORATION AFFILIATE 1,399,715 0 --
NEAL ROBINSON INVESTMENTS AFFILIATE(3) 63,307 0 --
MELGOOD INVESTMENTS AFFILIATE(4) 63,306 0 --
PHILGOOD INVESTMENTS AFFILIATE(5) 63,306 125,494 1.13%
PRINCETON VENTURE RESEARCH AFFILIATE(6) 49,598 0 --
</TABLE>
10
<PAGE> 14
TABLE OF SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
NUMBER OF
SHARES ISSUABLE
UPON EXERCISE COMMON STOCK OWNERSHIP
COMMON OF OPTIONS AND ASSUMING EXERCISE OF ALL
MATERIAL STOCK WARRANTS OPTIONS AND WARRANTS (1)
RELATIONSHIP ------------------------------------------------------------
WITHIN THE NUMBER OF NUMBER NUMBER OF PERCENT
NAME OF LAST THREE SHARES OF SHARES OF
SELLING STOCKHOLDER YEARS, IF ANY OWNED SHARES OWNED CLASS
- ------------------- ------------- --------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
B&B ASSOCIATES 55,284 4,354 59,638 0.54%
OTIS COSTON, JR 27,733 4,354 32,087 0.29%
DON CROSBIE 0 10,000 10,000 0.09%
MICHAEL FLYER 1,867 435 2,302 0.02%
DANA HIRT 87,091 4,354 91,445 0.82%
DANIEL HOWE 0 2,177 2,177 0.02%
CLAUDIA LANDRES 87,091 4,354 91,445 0.82%
TIM LANDRES 87,091 4,354 91,445 0.82%
JACK LEWIS 0 391 391 0.00%
ORONCO BAY VENTURES 28,011 6,531 34,542 0.31%
LARRY SETTLE 29,318 4,354 33,672 0.30%
PAM TORKELSEN 41,000 0 41,000 0.37%
ROSS TOWNE 0 1,532 1,532 0.01%
VENTURE AMERICA FUND 3 0 22,251 22,251 0.20%
VENTURE AMERICA SERVICES 25,787 3,512 29,299 0.26%
ANTHONY WESTREICH 87,091 4,354 91,445 0.82%
LAUREN WESTREICH 87,091 4,354 91,445 0.82%
LESLIE WESTREICH 87,091 2,177 89,268 0.80%
ALISON ZANKEL 0 58,125 58,125 0.52%
--------- --------- ---------
3,538,462 1,028,577 4,567,037
========= ========= =========
<CAPTION>
OWNERSHIP AFTER SALE,
ASSUMING OWNERS WERE
AMOUNT TO ELECT TO SELL ALL SUCH
MATERIAL OFFERED (2) SHARES OFFERED HEREBY (1)
RELATIONSHIP -------------------------------------------------
WITHIN THE NUMBER OF NUMBER OF PERCENT OF CLASS
NAME OF LAST THREE SHARES SHARES IF GREATER THAN
SELLING STOCKHOLDER YEARS, IF ANY OFFERED OWNED 1.0%
- ------------------- ----------------------- -------- --------- ----------------
<S> <C> <C> <C> <C>
B&B ASSOCIATES 4,354 55,284 --
OTIS COSTON, JR 4,354 27,733 --
DON CROSBIE 10,000 0 --
MICHAEL FLYER 435 1,867 --
DANA HIRT 4,354 87,091 --
DANIEL HOWE 2,177 0 --
CLAUDIA LANDRES 4,354 87,091 --
TIM LANDRES 4,354 87,091 --
JACK LEWIS 391 0 --
ORONCO BAY VENTURES 6,531 28,011 --
LARRY SETTLE 4,354 29,318 --
PAM TORKELSEN 25,000 16,000 --
ROSS TOWNE 1,532 0 --
VENTURE AMERICA FUND 3 22,251 0 --
VENTURE AMERICA SERVICES 3,512 25,787 --
ANTHONY WESTREICH 4,354 87,091 --
LAUREN WESTREICH 4,354 87,091 --
LESLIE WESTREICH 2,177 87,091 --
ALISON ZANKEL 58,125 0 --
--------- ---------
2,565,018 2,002,019
========= =========
</TABLE>
11
<PAGE> 15
Selling Stockholders Table footnotes
(1) Shares issuable upon exercise of warrants include all anti-dilutive
adjustments made as a result of the 1986, 1987, 1989, and 1994 private
offerings and the 1988 Stockholder Rights Offering.
(2) The percent of class owned was calculated by taking the number of shares
owned by the individual, plus the number of shares that would be owned
by the individual assuming he elected to exercise all of his options and
warrants, and dividing by the shares of Common Stock outstanding as of
March 31, 1997 plus the number of shares that would be outstanding
assuming the individual stockholder elected to exercise all of his
options and warrants.
(3) Neal Robinson is the President and sole stockholder of Neal Robinson
Investments.
(4) Melvyn Goodman is the President and sole stockholder of Melgood
Investments.
(5) Melvyn Goodman shares voting power with respect to shares held by
Philgood Investments.
(6) PVR is an affiliate of John B. Torkelsen.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been
passed upon by Crouch & Hallett, L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements and schedules of the Company at
December 31, 1996 and for each of the years in the two-year period ended
December 31, 1996, incorporated by reference herein have been incorporated by
reference herein in reliance upon the report of BDO Seidman, LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. To the extent
that BDO Seidman, LLP audits and reports upon consolidated financial statements
and schedules of the Company issued at future dates, and consents to the use of
their reports thereon, such financial statements and schedules also will be
incorporated by reference herein in reliance upon their reports and said
authority.
12
<PAGE> 16
=============================================================================
NO DEALER, SALES REPRESENTATIVE OR OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION OR
TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THIS OFFERING OF SHARES OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY, ANY SELLING STOCKHOLDER OR BY ANY
OTHER PERSON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
ANY OFFER TO BUY COMMON STOCK BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
--------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
Risk Factors............................ 4
The Company............................. 7
Selling Stockholders.................... 8
Plan of Distribution.................... 1
Legal Opinion........................... 12
Experts................................. 12
</TABLE>
2,565,018 SHARES
VOICE CONTROL
SYSTEMS, INC.
COMMON STOCK
--------------------
PROSPECTUS
JUNE , 1997
--------------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses incurred in connection herewith will be paid by
the Company.
<TABLE>
<CAPTION>
Item Amount(1)
- ---- ---------
<S> <C>
SEC registration fee $ 3,595
Legal fees and expenses 5,500
Accounting fees 2,500
--------
Total $ 11,595
</TABLE>
________
(1) All items other than SEC registration fee are estimated
Item 15. Indemnification of Directors and Officers.
Article VI of the registrant's Bylaws expressly directs the registrant
to indemnify any director, officer, employee, or agent of the registrant or any
person serving at the request of the registrant as a director, officer,
employee or agent of another corporation, partnership, joint 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 registrant) 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 registrant 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 please 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
registrant 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 registrant 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 registrant to
procure a judgment in the registrant's favor by reason of the fact that such
person is or was a director, trustee, officer, employee or agent of the
registrant, or is or was serving at the request of the registrant 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
registrant; 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 registrant 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
II-1
<PAGE> 18
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 registrant.
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 of Directors, or (ii) if such quorum is not
obtainable, by a quorum of disinterested directors, or (iii) by independent
legal counsel or (iv) by the stockholders. 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 registrant, 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 registrant 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 stockholders 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.
The Certificate of Incorporation, as amended, of the registrant
eliminates personal liability of directors to the fullest extent permitted by
Delaware law.
Item 16. Exhibits.
2.1 Agreement and Plan of Reorganization between Voice Control Systems, Inc.
and Voice Processing Corporation dated July 16, 1996, (filed with the
Securities and Exchange Commission on September 4, 1996 as Exhibit 2.1
to the Company's Registration Statement on Form S-3 dated September 4,
1996 Registration No. 333-11367, and amendment thereto filed on
September 24, 1996, as Exhibit 2.1 to the Company's Amendment No. 1 to
the Registration Statement on Form S-3 dated September 24, 1996,
Registration No. 333-11367, and incorporated by reference herein).
2.2 Agreement and Plan of Reorganization between Scott Instruments
Corporation and VCS Industries, Inc. dated April 11, 1994, as amended
(filed with the Securities and Exchange Commission on April 11, 1994 as
Exhibit 2.1 to the Company's Registration Statement on Form S-4 dated
April 11, 1994, Registration No. 33-77658, and amendment thereto filed
on June 1, 1994, as Exhibit 2.1a to the Company's Amendment No. 1 to the
Registration Statement on Form S-4 dated June 1, 1994, Registration No.
33-77658, and amendment thereto filed on July 12, 1994, as Exhibit 2.1b
to the Company's Amendment No. 2 to the Registration Statement on Form
S-4 dated July 12, 1994, Registration No. 33-77658, and incorporated by
reference herein).
3(i) Certificate of Incorporation of the Registrant, as amended (filed with
the Securities and Exchange Commission on March 11, 1986, as Exhibit 3.1
to the Registrant'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 Registrant's Annual Report on Form 10-K for the
fiscal
II-2
<PAGE> 19
year ended December 31, 1986, and amendments thereto filed July 8, 1993
as Exhibit 4.3 to Form S-8 Registration Statement of Scott, 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 Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994 and incorporated by reference
herein).
3(ii) Bylaws of the Registrant (filed with the Securities and Exchange
Commission on March 11, 1986, as Exhibit 3.2 to the Registrant'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
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, and amendment thereto filed on March 23, 1995, as
Exhibit 3.2 to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, and incorporated by reference
herein).
4.1 Specimen certificate representing shares of the Company's Common Stock,
$0.01 par value (filed with the Securities and Exchange Commission on
December 8, 1995 as Exhibit 4.1 to the Company's Registration Statement
on Form SB-2 dated December 8, 1995, Registration No. 33-64835, and
incorporated by reference herein).
5 Opinion of Crouch & Hallett, L.L.P. (1)
23.1 Consent of BDO Seidman, LLP (1)
23.2- Consent of Crouch & Hallett, L.L.P. (included in opinion filed as
Exhibit 5).
24 Power of Attorney (included on p. II-5).
(1) Filed herewith.
Item 17. Undertakings.
(a) The registrant hereby undertakes (1) to file, during any period
in which offers or sales are being made of the Shares registered hereby, a
post-effective amendment to this Registration Statement, to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment 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 initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 initial bona fide offering thereof.
II-3
<PAGE> 20
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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.
II-4
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas and the State of Texas, on the 6th day
of June, 1997.
VOICE CONTROL SYSTEMS, INC.
By: /s/ Peter J. Foster
----------------------------------------
Peter J. Foster, President and
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Peter J. Foster and Kim S. Terry
and each of them (with full power to act alone), as attorneys and agents for
the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments and exhibits
to this Registration Statement and any and all applications, instruments and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full
power and authority to do and perform any and all acts and things whatsoever
requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C> <C>
/s/ Neal J. Robinson Chairman and Director June 6, 1997
-----------------------------------------------
Neal J. Robinson
/s/ Peter J. Foster President (Chief Executive June 6, 1997
----------------------------------------------- Officer) and Director
Peter J. Foster
/s/ Kim S. Terry Vice President-Finance and June 6, 1997
----------------------------------------------- Corporate Secretary (Principal
Kim S. Terry Financial and Accounting
Officer)
</TABLE>
II-5
<PAGE> 22
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Melvyn J. Goodman Director June 6, 1997
-----------------------------------------------
Melvyn J. Goodman
Director June 6, 1997
-----------------------------------------------
John Lucas-Tooth
/s/ Merrill Solomon Director June 6, 1997
-----------------------------------------------
Merrill Solomon
/s/ John B. Torkelsen Director June 6, 1997
-----------------------------------------------
John B. Torkelsen
/s/ Stanley Westreich Director June 6, 1997
-----------------------------------------------
Stanley Westreich
</TABLE>
II-6
<PAGE> 23
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5 Opinion of Crouch & Hallett, L.L.P.
23.1 Consent of BDO Seidman, LLP
</TABLE>
<PAGE> 1
EXHIBIT 5
[CROUCH & HALLETT LETTERHEAD]
June 6, 1997
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-3 covering the sale of 2,565,018 shares (the "Shares") of the Company's
Common Stock, $.0l par value. The Shares may be sold from time to time by the
Selling Stockholders as 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 are duly and validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ CROUCH & HALLETT, L.L.P.
<PAGE> 1
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 Prospectus
constituting a part of this Registration Statement of our report dated February
22, 1997, 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, 1996.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
Dallas, Texas
June 6, 1997
