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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Voice Control Systems, Inc.
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(Name of Issuer)
Common Stock (par value of $.01)
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(Title of Class of Securities)
928618 10 0
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(CUSIP Number)
John Danforth, General Counsel
Creative Labs, Inc.
1901 McCarthy Blvd.
Milpitas, CA 95035
(408) 428-6600
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 4, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G 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 ___.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-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).
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CUSIP NO. 928618 10 0 13D PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Creative Technology Ltd.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
SINGAPORE
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SOLE VOTING POWER*
7
NUMBER OF 1,020,324
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER*
9
REPORTING 1,020,324
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
11
1,020,324
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
9.2% (as of March 14, 1997)
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 928618 10 0 PAGE 3 OF 5 PAGES
ITEM 1 - SECURITY AND ISSUER
This Statement relates to the shares of Common Stock, par value of $.01 ("Common
Stock"), of Voice Control Systems, Inc., a Delaware corporation (the "Issuer").
The address of the principal executive office of the Issuer is 14140 Midway
Road, Suite 100, Dallas, Texas 75244.
ITEM 2 - IDENTITY AND BACKGROUND
This Statement is filed on behalf of Creative Technology Ltd., a Singapore
corporation ("Creative"). The principal business of Creative is the design,
manufacture and distribution of multimedia products and peripherals for personal
computers. The address of the principal business and principal executive office
for Creative is 67 Ayer Rajah Crescent #03-18, Singapore, 139950. The name and
address of the business and executive office of its principal United States
subsidiary is Creative Labs, Inc., 1901 McCarthy Blvd., Milpitas, CA 95035.
During the last five years, Creative (i) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) and (ii) has
not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceedings was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In December 1993, Creative acquired shares of stock (the "VPC Shares") in Voice
Processing Corp. ("VPC"). Effective November 4, 1996, VPC was merged (the
"Merger") with and into the Issuer and as a result of such Merger, Creative
acquired 1,020,324 shares of Common Stock of the Issuer in exchange for all of
Creative's VPC Shares and for no additional consideration.
ITEM 4 - PURPOSE OF TRANSACTION
Creative acquired shares of Common Stock of the Issuer in connection with the
Merger and, except as contemplated in connection with the Merger, not pursuant
to any plans or proposals which Creative had which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other change in the Issuer's business or corporate structure,
(g) any material change in the Issuer's charter or bylaws or instrument
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of the Issuer's
securities to be deregistered or delisted, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration, or (j) any action
similar to any of those enumerated above. Creative, however reserves the right,
either individually or together with one or more of the other shareholders of
the Issuer, to determine in the future to take or cause to be taken one or more
of such actions.
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SCHEDULE 13D
CUSIP NO. 928618 10 0 PAGE 4 OF 5 PAGES
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
(a) As of May 5, 1997, Creative beneficially owned 1,020,324 shares of
the Issuer's Common Stock , representing approximately 9.2% of the 11,088,490
shares of Common Stock outstanding as of March 14, 1997 as reported in the
Issuer's Annual Report on Form 10-KSB for the year ended December 31, 1996.
(b) Creative has sole power to vote or direct the vote, and dispose or
direct the disposition of, all of the shares described above.
(c) Creative had no transactions in shares of Common Stock of the Issuer
during the past 60 days. To the best of Creative's knowledge, none of its
executive officers or directors has effected transactions involving the shares
of the Issuer's Common Stock during the last 60 days.
(d) None
(e) Not applicable
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Creative has not entered into any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
No materials are required to be filed as exhibits to this report on Schedule
13D.
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SCHEDULE 13D
CUSIP NO. 928618 10 0 PAGE 5 OF 5 PAGES
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.
Date: May 9, 1997 /s/ Ng Keh Long
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Ng Keh Long
Vice President and Corporate Treasurer
