UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
(NAME OF ISSUER)
COMMON STOCK, $.001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
000Y2573F1
(CUSIP NUMBER)
EDWARD M. KRAKAUER
PRESIDENT
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
15260 VENTURA BOULEVARD, SUITE 2200
SHERMAN OAKS, CA 91403
(808) 905-0950
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MARCH 26, 1996
(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 / /.
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THE STATEMENT
/ X /. (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 FIVE PERCENT OR LESS OF SUCH
CLASS.) (SEE RULE 13d-7.)
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.
- --------
*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.
(CONTINUED ON FOLLOWING PAGES)
(PAGE 1 OF 5 PAGES) SEC 1746 (12/91)
<PAGE>
CUSIP NO. 000Y2573F1 13D PAGE 2 OF 5 PAGES
- ----------------------------------------------------------------
| 1 | NAME OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
| | |
| | FLEXTRONICS (MALAYSIA) SDN.BHD |
- ---------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF |
| | A GROUP* (a) / / (b) / / |
|---|----------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---|----------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | OO |
|---|----------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) OR 2(e) / / |
|---|----------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION MALAYSIA |
|---|----------------------------------------------------------|
| | | |
| NUMBER OF | 7 | SOLE VOTING POWER 1,371,966 |
| SHARES |---|--------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER 0 |
| OWNED BY |---|--------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER 1,371,966 |
| PERSON |---|--------------------------------------|
| WITH |10 | SHARED DISPOSITIVE POWER 0 |
|-------------------|---|--------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
| | PERSON |
| | 1,371,966 |
|----|---------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| | CERTAIN SHARES* / / |
|----|---------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 9.9% |
|----|---------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|----|---------------------------------------------------------|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock,
$.001 par value (the "Common Stock"), of Voice Powered Technology
International, Inc., a California corporation ("VPT"). The
principal executive offices of VPT are located at 15260 Ventura
Boulevard, Sherman Oaks, California 91403.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Flextronics
(Malaysia) SDN.BHD, a Malaysian subsidiary of Flextronics
International Ltd., a corporation organized under the laws of
Singapore (collectively, "Flextronics"), whose principal business
and office address is Blk 514, Chai Chee Lane #04-03, Bedok
Industrial Estate, Singapore 469029. Flextronics manufactures
complex printed circuit board assemblies using surface mount and
pin-through-hole interconnection technologies for the computer,
medical and communications industries.
Flextronics has not, during the last five
years, (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibits or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Schedule 13D is being filed in connection
with the acquisition by Flextronics of VPT Common Stock pursuant
to an agreement dated February 23, 1996 between Flextronics and
VPT (the "Termination Agreement"). Under the Termination
Agreement, VPT agreed to issue 1,371,966 shares of Common Stock
to Flextronics to offset its current and future financial
obligations pursuant to a certain Manufacturing Agreement dated
September 18, 1991, as amended, between the parties.
ITEM 4. PURPOSE OF TRANSACTION.
On March 26, 1996, VPT issued 1,371,966 shares
of Common Stock as consideration in partial satisfaction of a
debt owed to Flextronics.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Prior to March 26, 1996, Flextronics did
not own any securities of VPT. As of the date hereof, Flextronics
has acquired 1,371,966 shares of Common Stock of VPT,
<PAGE>
Page 4 of 5 Pages
which, to the best knowledge of Flextronics, constitutes 9.9% of
the outstanding shares of VPT Common Stock.
(b) Flextronics has the sole power to vote and
dispose or direct the disposition of the 1,371,966 shares of
Common Stock of VPT.
(c) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
<PAGE>
Page 5 of 5 Pages
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.
Date: May 16, 1996
FLEXTRONICS (MALAYSIA) SDN.BHD
/s/ Donald E. Frederick
-------------------------
Donald E. Frederick
Vice President of Finance
