<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------
APPLIED VOICE RECOGNITION, INC.
(Exact Name of Registrant as Specified in Its Charter)
UTAH 87-042552
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
4615 POST OAK PLACE, SUITE 111 77027
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
<TABLE>
<S> <C> <C>
If this Form relates to the registration of a If this Form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant to of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the General Instruction A.(d), please check the
following box. [ ] following box. [X]
</TABLE>
Securities Act registration statement file number to which this form relates:
___________ (If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
<S> <C>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
None
- ---------------------------------- ---------------------------------------
- ---------------------------------- ---------------------------------------
- ---------------------------------- ---------------------------------------
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.001 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Under the Company's Articles of Incorporation, the authorized capital stock
of the Company consists of 50,000,000 shares of common stock, par value $.001
per share (the "Common Stock"), and 2,000,000 shares of preferred stock, par
value $.10 per share (the "Preferred Stock"). As of the date of this
Registration Statement, the Company had approximately 13,119,800 shares of
Common Stock and 312,500 shares of Preferred Stock outstanding. As of the date
of this Registration Statement, the Company had reserved 660,000 shares of
Common Stock for issuance upon exercise of outstanding Options and 770,000
shares of Common Stock for issuance upon exercise of Warrants.
Common Stock. The holders of Common Stock are entitled to one vote per
share with respect to all matters required by law to be submitted to the
shareholders of the Company. The holders of Common Stock have the sole right to
vote, except as otherwise provided by law or by the Company's Articles. The
Common Stock does not have any cumulative voting rights. A majority of the
issued and outstanding Common Stock constitutes a quorum at any meeting of
stockholders and the vote by the holders of a majority of the outstanding shares
is required to effect certain fundamental corporate changes such as liquidation,
merger or amendment of the Articles.
Holders of shares of Common Stock are entitled to receive dividends, if,
as, and when declared by the Board out of funds legally available therefore.
Upon liquidation of the Company, holders of shares of Common Stock are entitled
to share ratably in all assets of the Company remaining after payment of
liabilities. Holders of shares of Common Stock have no preemptive rights or
other rights to subscribe for unissued or treasury shares or securities
convertible into shares. The outstanding shares of Common Stock are fully paid
and nonassessable.
Preferred Stock. The Board of Directors of the Company, without any action
by the shareholders of the Company, is authorized to issue up to a total of
2,000,000 shares of Preferred Stock in one or more series and to determine the
voting rights (including the right to vote as a series on particular matters),
preferences as to dividends and in liquidation and the conversion and other
rights of each such series. The Board of Directors could issue a series of
Preferred Stock that could, depending on the terms of such series, provide for a
liquidation preference over the Common Stock or impede the completion of a
merger, tender offer or other takeover attempt. The Board of Directors, in so
acting, could issue Preferred Stock having terms that discourage an acquisition
attempt through which an acquiror may be otherwise able to change the
composition of the Board of Directors, including a tender or exchange offer or
other transaction that some, or a majority, of the Company's shareholders might
believe to be in their best interest. As of the date of this Registration
Statement, the Series A Preferred Stock (as described below) is the only series
of Preferred Stock so established by the Board of Directors.
Series A Preferred Stock. As of the date of this Registration Statement,
all of the 312,500 shares of Series A Preferred Stock, per value $.10 per share
(the "Series A Preferred"), authorized by the Company's Articles of
Incorporation were outstanding. The dividend on the Series A Preferred is $.32
per annum per share, and is paid in shares of the Company's Common Stock based
on the Common Stock's 30 day average closing price prior to the dividend date.
Such dividends are cumulative and are payable quarterly, without interest on the
accumulation thereof. Except as
2
<PAGE>
required by the Utah Revised Business Corporation Act (the "URBCA") or the
Company's Articles of Incorporation, the holders of the Series A Preferred have
no voting rights, and no consent of any such holder is required for the taking
of any corporate action. However, the vote or the prior written consent of a
majority of the holders of the Series A Preferred is required for any
modification to the terms of that series or for the authorization of any other
class of Preferred Stock having superior rights and preferences to those of the
Series A Preferred.
The Series A Preferred has a liquidation preference of $8.00 per share,
subject to adjustment. The liquidation preference is payable on any liquidation,
dissolution, or winding up of the Company. Each share of Series A Preferred is
presently convertible, at the option of the holder, into 5.4 shares of Common
Stock. The number of shares of Common Stock into which a share of Series A
Preferred may be converted is subject to adjustment pursuant to the anti-
dilution provisions of the Designation of Series A Preferred Stock and Statement
of Preferences, Characteristics, Limitations and Relative Rights of the Series A
Preferred, as amended (the "Series A Designation"). Generally, adjustments will
be made for any merger, consolidation, exchange of shares, recapitalization,
reorganization or other similar event.
In accordance with the Series A Designation, the Company has the right to
redeem not less than all of the Series A Preferred at a price of $8.00 per
share. The shares of Series A Preferred may be converted into shares of Common
Stock until the date fixed for redemption by the Board of Directors. The
Company may not redeem the Series A Preferred until after the third anniversary
of their issuance.
The Board of Directors. The Company's Board of Directors is divided into
three classes: Class I, Class II and Class III. The Directors in each of the
classes are elected to staggered three-year terms. Therefore, the holders of
the Common Stock are only entitled to vote in the election of any single class
of directors once every three years. Directors can only be removed for "cause"
as that term is defined in the Articles of Incorporation. For purposes of
director removal, cause means (i) the conviction of that director, or where a
director is granted immunity to testify the conviction of another, for a felony,
(ii) the affirmative vote by a majority of the Board of Directors that such
directors was grossly negligent or guilty of misconduct in the performance of
his duties to the Company in a matter of substantial importance to the Company,
or (iii) such director has been adjudicated to be mentally incompetent.
3
<PAGE>
ITEM 2. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ------------- -------
<S> <C> <C>
3.1 Articles of Incorporation (Incorporated herein by reference to Exhibit 3(i) of the Company's
Form 10-KSB for the year ended December 31, 1995).
3.2 Amendedment to the Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to
the Company's Form 8-K/A filed January 30, 1997).
3.3 Amendedment to the Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to
the Company's Form 10-QSB for the period ended June 30, 1997).
3.4 Amendedment to the Articles of Incorporation (Incorporated herein by reference to Exhibit 3.2 to
the Company's Form 10-QSB for the period ended June 30, 1997).
3.5 Bylaws of Applied Voice Recognition, Inc. (Incorporated herein by reference to Exhibit 3(ii) of
the Company's Form 10-KSB for the year ended December 31, 1995).
4.1* Specimen certificate for Common Stock of Applied Voice Recognition, Inc.
</TABLE>
* Filed herewith
SIGNATURE
Pursuant to the requirements of Section 12 the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: January 9, 1998
APPLIED VOICE RECOGNITION, INC.
By: /S/ WILLIAM T. KENNEDY
--------------------------------------
William T. Kennedy,
Chief Financial Officer and
Assistant Secretary
4
<PAGE>
TABLE OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ------------- -------
<S> <C> <C>
3.1 Articles of Incorporation (Incorporated herein by reference to Exhibit 3(i) of the Company's
Form 10-KSB for the year ended December 31, 1995).
3.2 Amendedment to the Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to
the Company's Form 8-K/A filed January 30, 1997).
3.3 Amendedment to the Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to
the Company's Form 10-QSB for the period ended June 30, 1997).
3.4 Amendedment to the Articles of Incorporation (Incorporated herein by reference to Exhibit 3.2 to
the Company's Form 10-QSB for the period ended June 30, 1997).
3.5 Bylaws of Applied Voice Recognition, Inc. (Incorporated herein by reference to Exhibit 3(ii) of
the Company's Form 10-KSB for the year ended December 31, 1995).
4.1* Specimen certificate for Common Stock of Applied Voice Recognition, Inc.
</TABLE>
* Filed herewith
5
<PAGE>
EXHIBIT 4.1
[FORM OF COMMON STOCK CERTIFICATE]
Number APPLIED VOICE RECOGNITION, INC. Shares
Common Stock CUSIP 03828N 10 3
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT_____________________________________________________________
is the record holder of_________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF
APPLIED VOICE RECOGNITION, INC.
transferable on the books of the Corporation by the holder hereof in
person, or by duly authorized attorney, upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
Assistant Secretary President
<PAGE>
APPLIED VOICE RECOGNITION, INC.
The following abbreviations, when used in the inscription of the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM--as tenants in common UNIF GIFT MIN ACT -- ______ Custodian _____
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN-as joint tenants with right Under Uniform Gifts to Minor
of survivorship and not as Act ____________________
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received, ___________________________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation, with
full power of substitution in the premises.
Dated____________________________
X___________________________________________
(SIGNATURE)
X___________________________________________
(SIGNATURE)
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
SIGNATURE(S) GUARANTEED BY:
