UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)(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, Incorporated
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 12, 1998
----------------------------------------------------
(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 |_|.
(1) 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. 61990317 Page 2
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Franklin Electronic Publishers, Incorporated
22-2476703
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
State of Pennsylvania
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 74,196,288
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
74,196,288
--------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
74,196,288
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
82.2%
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 is being filed to reflect the acquisition of
additional shares as described in Items 3-6 and changes in the executive
officers and directors of Franklin Electronic Publishers, Incorporated, a
Pennsylvania corporation (the "Reporting Person").
Item 1. Not Applicable
Item 2. Not Applicable
Item 3. Source and Amount of Funds or Other Consideration.
Effective as of May 12, 1998, pursuant to an Amended Disclosure Statement
and Plan of Reorganization (the "Plan") which was filed by Voice Powered
Technology International, Inc. (the "Issuer") and the Reporting Person with the
United States Bankruptcy Court for the Central District of California under the
provisions of Chapter 11 of the Bankruptcy Code, the Reporting Person was issued
72,196,288 shares (the "Shares") of the Issuer's Common Stock in exchange for
the Reporting Person's pre-petition secured claim in the amount of $1,733,990.
The Plan is attached hereto as Exhibit 1 and incorporated by reference in
its entirety.
Item 4. Purpose of Transaction.
The Shares were acquired in accordance with the provisions of the Plan,
which is attached hereto as Exhibit 1 and incorporated by reference in its
entirety.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Person owns beneficially
74,196,288 shares of Common Stock, or approximately 82.2% of the outstanding
Common Stock, based on 90,245,360 shares of Common Stock outstanding as reported
by the Issuer in its Quarterly Report filed with the Securities and Exchange
Commission on August 19, 1998.
(b) The Reporting Person 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.
The Plan is attached hereto as Exhibit 1 and incorporated by reference in
its entirety.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Amended Disclosure Statement and Plan of Reorganization for
Voice Powered Technology International, Inc. dated as of
January 21, 1998.
<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: October 23, 1998
FRANKLIN ELECTRONIC
PUBLISHERS, INCORPORATED
By /s/ Gregory J. Winsky
--------------------------------
Name: Gregory J. Winsky
Title: Senior Vice President
and General Counsel
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Position with
Name and Franklin Electronic Present Principal
Business Address Citizenship Publishers, Incorporated Occupation
- ---------------- ----------- ------------------------- ----------
<S> <C> <C> <C>
Edward H. Cohen U.S.A. Director Partner,
Rosenman & Colin LLP Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022
H. Andrew Cross U.S.A. Chief Executive Officer Chief Executive Officer and
Franklin Electronic and President President of the Issuer
Publishers, Incorporated
One Franklin Plaza
Burlington, NJ 08016
Bernard Goldstein U.S.A. Director Managing Director,
Broadview Associates, L.P. Broadview Associates, L.P.
1 Bridge Plaza
Ft. Lee, NJ 07024
Barry J. Lipsky U.S.A. Director and Executive Executive Vice President of
Franklin Electronics Vice President the Issuer
Publishers, Incorporated
One Franklin Plaza
Burlington, NJ 08016
Leonard M. Lodish U.S.A. Director Professor of Marketing,
The Wharton School Wharton School of the
University of Pennsylvania University of Pennsylvania
Philadelphia, PA 19022
James Meister U.S.A. Director President and Chief Executive
Kings' Supermarkets, Inc. Officer, Kings' Supermarkets,
2 Dedrick Place Inc.
West Caldwell, NJ 07006
</TABLE>
<PAGE>
SCHEDULE A (continued)
<TABLE>
<S> <C> <C> <C>
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 Aquarium
Central Wharf
Boston, MA 02110
James H. Simons U.S.A. Director Chairman of the Board,
Renaissance Technologies Renaissance Technologies Corp.
Corp.
800 Third Avenue
New York, NY 10022
William H. Turner U.S.A. Director President, PNC Bank, New
Franklin Electronic Jersey
Publishers, Incorporated
One Franklin Plaza
Burlington, NJ 08016
Gregory J. Winsky U.S.A. Senior Vice President Senior Vice President and
Franklin Electronic and General Counsel General Counsel of the Issuer
Publishers, Incorporated
One Franklin Plaza
Burlington, NJ 08016
</TABLE>
<PAGE>
Exhibit 1 -- Amended Disclosure Statement and Plan of Reorganization for Voice
Powered Technology International, Inc. dated as of January 21, 1998
(Incorporated by reference to Exhibit 10.8 to the Voice Powered
Technology International, Inc. Form 10-KSB for the fiscal year
ended December 31, 1997).
