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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 10, 1999
VOICE CONTROL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-1189 75-1707970
(State of (Commission File (IRS employment
incorporation) Number) identification no.)
14140 MIDWAY ROAD
DALLAS, TEXAS 75244
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 972-726-1200
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ITEM 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On May 10, 1999, the Company and Royal Philips Electronics of the
Netherlands ("Philips") issued a joint press release attached hereto as Annex A
in which the Company announced the proposed acquisition of the Company by a
subsidiary of Philips. The transaction is structured as a cash tender offer
followed by a cash merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Not Applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(C) EXHIBITS.
Not Applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VOICE CONTROL SYSTEMS, INC.
Date: May 10, 1999 By: /s/ Kim S. Terry
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Kim S. Terry
Vice President and
Chief Financial Officer
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ANNEX A
AMSTERDAM, MAY 9, 1999 99019
PHILIPS TO ACQUIRE VCS TO EXTEND SPEECH TECHNOLOGY LEADERSHIP INTO NORTH AMERICA
Royal Philips Electronics of the Netherlands (AEX:PHI, NYSE:PHG) and Voice
Control Systems, Inc of the United States (NASDAQ:VCSI) announced today that
they have signed a definitive merger agreement for Philips to acquire all of
the outstanding shares of VCS for $4.00 per share, for a total transaction
value of approx. $59 million. VCS will become a key part of Philips Speech
Processing, a business unit of Philips Business Electronics. Senior members of
the VCS management team will play leading roles in the new merged company.
The transaction is structured as a cash tender offer followed by a cash merger
to acquire any shares not previously tendered. Philips expects to commence its
cash tender offer on Friday May 14, 1999. The cash tender offer is subject to
Philips receiving at least a majority of the fully diluted shares of VCS in the
tender offer, as well as receipt of customary regulatory approvals.
"I am proud to announce this acquisition since speech technology is of
strategic importance to Philips," said Fred Bok, President and CEO of Philips
Business Electronics Division. "By joining forces, VCS's experienced staff and
proven products truly complement Philips Speech Processing's product and
services offering and will put Philips in a unique position in the industry.
Philips now offers the widest spectrum of speech recognition technologies,
ranging from simple voice commands to full natural dialogue capabilities in the
main markets."
VCS was one of the first companies to enter the speech technology market about
two decades ago. VCS is a leading company for small vocabulary, highly robust
speech technology in the telephony environment, especially for IVR (Interactive
Voice Response) applications. VCS has an extensive installed base, centered in
North America, extending into Europe, Asia-Pacific and Latin America. It is
also a leading provider of speech enhanced auto attendants.
VCS will expand Philips' technology portfolio with over 50 languages. Philips
will now be able to offer to its customers the broadest range of languages in
the industry. "Through this acquisition, we can really offer our customers a
one-stop-shop portfolio", said Ron van den Bos, President and CEO of Philips
Speech Processing. "It fully supports our strategy to offer world-class
products and services. VCS's patents relating to voice dialing and speaker
verification will further strengthen our position in the telecommunications and
automotive markets."
"Philips' technology will be a welcome expansion for our installed base of over
2.5 million recognizers", said Peter Foster, Board Member of VCS. "We believe
that VCS's partners and customers will greatly benefit from the combined
product offerings and Philips long-term commitment to speech technologies."
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ABOUT THE COMPANIES
PHILIPS SPEECH PROCESSING IS A PIONEER AND ONE OF THE GLOBAL MARKET LEADERS IN
SPEECH RECOGNITION, NATURAL DIALOGUE AND LANGUAGE UNDERSTANDING TECHNOLOGIES. A
DEVELOPER OF VOICE ENABLED TELEPHONY APPLICATIONS, PHILIPS HAS A LARGE
INSTALLED BASE OF SPEECH RECOGNITION AND NATURAL DIALOGUE SYSTEMS IN EUROPE AND
IS A MAJOR SPEECH TECHNOLOGY PROVIDER IN NORTH AMERICA. ITS NATURAL DIALOGUE
PLATFORM SPEECHMANIA AND SPEECHPEARL SPEECH RECOGNITION ENGINES ARE USED FOR
BANKING, TRAVEL, AUTO ATTENDANTS SPEECH PORTALS AND WHITE AND YELLOW PAGES
AUTOMATION. PHILIPS HAS MORE THAN 40 YEARS EXPERIENCE IN THE DEVELOPMENT AND
MARKETING OF SPEECH PRODUCTS AND DEVELOPED THE FIRST COMMERCIALLY AVAILABLE PC
BASED NATURAL, CONTINUOUS SPEECH RECOGNITION ENGINE FOR SPEECH TO TEXT
APPLICATIONS IN 1993. PHILIPS' LINE OF END USER SOFTWARE (FREESPEECH 98 AND
FREESPEECH 2000 FOR SOHO AND CONSUMER MARKETS, AND SPEECHPRO FOR THE
PROFESSIONAL DICTATION USERS) IS AVAILABLE IN 16 LANGUAGES AND ITS VOCON SPEECH
RECOGNIZER FOR EMBEDDED SYSTEMS HAS BEEN SUCCESSFULLY INTEGRATED IN CONSUMER
ELECTRONICS PRODUCTS AND DEVICES. PHILIPS HAS SET UP SPEECHSOLUTIONS DESIGN
CENTERS AROUND THE GLOBE, SUPPORTING R&D AND THE ESTABLISHMENT OF INDUSTRY
STANDARDS, AND IS A MEMBER IN VARIOUS STANDARDIZATION BODIES SUCH AS ECTF,
SAPI, HAVI, HOMEAPI, VXML, W3C AND VOICETIMES. INTERNET:
WWW.SPEECH.PHILIPS.COM.
VCS IS A LEADING SPEECH SOFTWARE PLATFORM PROVIDER, OFFERING VOCABULARIES IN
OVER 50 LANGUAGES WITH MORE THAN 2.5 MILLION SPEECH RECOGNIZERS, INCLUDING
500,000 IN TELECOM, INSTALLED IN 30 COUNTRIES. SPEECH-DRIVEN APPLICATIONS USING
VCS PRODUCTS ARE USED TODAY IN TELECOMMUNICATIONS, AUTOMOTIVE AND CONSUMER
ELECTRONICS TO ENABLE COMPUTERS AND ELECTRONIC DEVICES TO UNDERSTAND AND
PROCESS HUMAN SPEECH. VCS IS HEADQUARTERED IN DALLAS, TEXAS, WITH REGIONAL
OFFICES IN CAMBRIDGE, MASSACHUSETTS, SAN JOSE, CALIFORNIA, AND PORTSMOUTH,
ENGLAND. THE COMPANY'S STOCK IS TRADED ON THE NASDAQ NATIONAL MARKET SYSTEM
UNDER THE SYMBOL VCSI. FOR MORE INFORMATION VISIT THE COMPANY'S WEB SITE AT
HTTP://WWW.VOICECONTROL.COM.
For further information:
Philips Media Relations
Alison Screeton, tel: +31 20 59 77216
VCS
Kim Terry, tel: +1 972 726 1200
ROYAL PHILIPS ELECTRONICS OF THE NETHERLANDS IS ONE OF THE WORLD'S BIGGEST
ELECTRONICS COMPANIES AND EUROPE'S LARGEST, WITH SALES OF US$ 33.9 BILLION IN
1998. IT IS A GLOBAL LEADER IN COLOR TELEVISION SETS, LIGHTING, ELECTRIC
SHAVERS, COLOR PICTURE TUBES FOR TELEVISIONS AND MONITORS, AND ONE-CHIP TV
PRODUCTS. ITS 228,800 EMPLOYEES IN MORE THAN 60 COUNTRIES ARE ACTIVE IN THE
AREAS OF LIGHTING, CONSUMER ELECTRONICS, DOMESTIC APPLIANCES, COMPONENTS,
SEMICONDUCTORS, MEDICAL SYSTEMS, BUSINESS ELECTRONICS, AND IT SERVICES
(ORIGIN). PHILIPS IS QUOTED ON THE NYSE, LONDON, FRANKFURT, AMSTERDAM AND OTHER
STOCK EXCHANGES.
NEWS FROM PHILIPS IS LOCATED AT WWW.NEWS.PHILIPS.COM
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