SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7*)
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)
January 1, 1997
(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).
<PAGE>
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: 1,399,715
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 1,399,715
Person With: (10) Shared Dispositive Power: 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,399,715
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): |_|
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11): 12.7%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions): CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D/A
AMENDMENT NO. 7
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 bore interest at a prime rate plus 2%. Interest was payable
on the Note on September 20 of each year through maturity of the Note. The
principal was payable in full on January 1, 1997. Under the Note, Dialogic had
the right to 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 was
convertible, at that rate, into 1,264,474 shares of VCS' Common Stock. From time
to time, Dialogic acquired shares of VCS Common Stock upon conversion of
interest payable on the Note. On January 1, 1997 Dialogic acquired 1,300,694
shares of VCS Common Stock upon conversion of the principal amount of the Note
and upon conversion of all interest due Dialogic through December 31, 1996.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER.
(a) Aggregate Number: 1,399,715 shares; 12.7%
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.
<PAGE>
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
January 23, 1997 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).
