UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)1
Voice Powered Technology International, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
92861H107
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(Cusip Number)
Gregory J. Winsky, Esq.
c/o Franklin Electronic Publishers, Inc.
One Franklin Plaza
Burlington Plaza, New Jersey 08016-4907
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 1997
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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.
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1 The remainder of this cover page shall be filled out for a reporting
persons'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>
SCHEDULE 13D
CUSIP No. 61990317 Page 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Electronic Publishers, Inc. Employer I.D.# 22-2476703
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Pennsylvania
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NUMBER OF 7 SOLE VOTING
SHARES 2,000,000 Shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,000,000 Shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
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This statement relates to shares of Common Stock (the "Common Stock"),
par value $.001 per share, of Voice Powered Technology International, Inc. (the
"Issuer"), a California corporation. The principal executive offices of the
Issuer are located at 18425 Burbank Boulevard, Suite 508, Tarzana, California
91356.
Item 2. Identity and Background.
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(a) This statement is being filed by Franklin Electronic Publishers, Inc.,
a Pennsylvania corporation ("Franklin"). The persons listed on Schedule A
annexed hereto are the executive officers and directors of Franklin. Franklin
and the persons listed in Schedule A do not constitute a "group" within the
meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934.
(b) The principal business address of Franklin is One Franklin Plaza,
Burlington, New Jersey 08016-4907. Schedule A sets forth the business address
and present principal occupation or employment of each of the officers and
directors of Franklin.
(c) Franklin is engaged in the business of designing, developing and
publishing electronic books.
(d) During the past five years, neither Franklin nor any of the persons
listed on Schedule A has been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors.
(e) During the past five years, neither Franklin nor any of the persons
listed on Schedule A has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding he
or she 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 violations with respect to such laws.
(f) Schedule A sets forth the citizenship of each officer and director of
Franklin.
Item 3. Source and Amount of Funds or Other Consideration.
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On May 21, 1997, Franklin purchased, with funds from working capital,
2,000,000 shares (the "Shares") of unregistered Common Stock at a price of
$0.075 per share for an aggregate purchase price of $150,000, pursuant to a
Purchase and Loan Agreement, dated May 21, 1997, between Franklin and the
Issuer.
3
<PAGE>
Item 4. Purpose of Transaction.
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The Shares were acquired by Franklin for investment purposes. Neither
Franklin nor any of the persons listed on Schedule A has any present plans or
intentions which relate to or would result in any of the transactions described
in subsections (a) through (j) inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, Franklin owns beneficially 2,000,000 shares of
Common Stock, or approximately 12.5% of the outstanding Common Stock, based on
15,949,072 shares of Common Stock outstanding as of the date hereof as reported
by the Issuer.
(b) Franklin has the sole power to vote or dispose of the Shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
- ------- with Respect to Securities of the Issuer.
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The Shares were acquired by Franklin pursuant to a Purchase and Loan
Agreement, dated May 21, 1997, between Franklin and the Issuer.
Item 7. Material to be Filed as Exhibits.
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None.
4
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
instrument is true, complete and correct.
Dated: May 27, 1997
FRANKLIN ELECTRONIC PUBLISHERS, INC.
By /s/ Gregory J. Winsky
---------------------------------
Name: Gregory J. Winsky
Title: Senior Vice President
5
<PAGE>
SCHEDULE A
Position with
Name and Franklin Electronic Present Principal
Business Address Citizenship Publishers, Inc. Occupation
- ---------------- ----------- ------------------- -----------------
Edward H. Cohen U.S.A. Director Partner,
Rosenman & Colin LLP Rosenman & Colin
575 Madison Avenue LLP
New York, NY 10022
Morton E. David U.S.A. Chairman of the Chairman of the
Franklin Electronic Board and Co-Chief Board and Chief
Publishers, Inc. Executive Officer Executive Officer
One Franklin Plaza of the Company
Burlington, NJ 08016
Bernard Goldstein U.S.A. Director Managing Director,
Broadwview Associates, L.P. Broadview
1 Bridge Plaza Associates,
Ft. Lee, NJ 07024 L.P.
Michael Kemp U.S.A. Managing Director Managing Director
Franklin Electronic Franklin Electronic Franklin
Publishers (UK) Ltd. Publishers (Europe) Electronic
7 Windmill Business Village Ltd. Publishers
Sunbury-on-Thames (Europe) Ltd.
Middlesex, TW16 7DY
United Kingdom
Kenneth H. Lind U.S.A. Vice President- Vice President-
Franklin Electronic Finance and Finance and
Publishers, Inc. Treasurer Treasurer of the
One Franklin Plaza Company
Burlington, NJ 08016
Leonard M. Lodish U.S.A. Director Professor of
The Wharton School Marketing, Wharton
University of Pennsylvania School of the
Philadelphia, PA 19022 University of
Pennsylvania
James Meister U.S.A. Director Chief Executive
Kings' Supermarkets, Inc. Officers, Kings'
2 Dedrick Place Supermarkets, Inc.
West Caldwell, NJ 07006
Howard L. Morgan U.S.A. Director President,
Arca Group, Inc. Arca Group, Inc.
764 Mt. Moro Road
Villanova, PA 19085
Jerry R. Schubel U.S.A. Director President,
New England Aquarium New England
Central Wharf Aquarium
Boston, MA 02110
<PAGE>
SCHEDULE A (continued)
James H. Simons U.S.A. Director Chairman of the
Renaissance Technologies Corp. Board, Renaissance
800 Third Avenue Technologies Corp.
New York, NY 10022
Michael R. Strange U.S.A. Director and Executive Vice
Franklin Electronic Executive Vice President of the
Publishers, Inc. President Company
One Franklin Plaza
Burlington, NJ 08016
William H. Turner U.S.A. Director, President President and
Franklin Electronic and Co-Chief Co-Chief Executive
Publishers, Inc. Executive Officer Officer of the
One Franklin Plaza Company
Burlington, NJ 08016
Gregory J. Winsky U.S.A. Senior Vice Senior Vice
Franklin Electronic President President of the
Publishers, Inc. Company
One Franklin Plaza
Burlington, NJ 08016
