<PAGE> 1
As Filed with the Securities and Exchange Commission on May 10, 1996
File No. 333-2822
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
California 95-3977501
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
15260 Ventura Blvd., Suite 2200
Sherman Oaks, California 91403
(818) 905-0950
(Address, including Zip Code, and telephone number, including
area code, of Registrant's principal executive offices)
EDWARD M. KRAKAUER, PRESIDENT
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
15260 Ventura Blvd., Suite 2200
Sherman Oaks, California 91403
(818) 905-0950
(Name, Address, including Zip Code, and telephone number, including
area code, of Registrant's Agent of Service of Process)
Copies to:
SAMUEL H. GRUENBAUM, ESQ.
COX, CASTLE & NICHOLSON, LLP
2049 Century Park East, 28th Floor
Los Angeles, California 90067
(310) 284-2221
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box:[]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered per share(1) Price Fee
------------------------ ----------- --------------- ---------------- ----------
<S> <C> <C> <C> <C>
Common Stock, $0.001
par value 1,405,299 $1.3125 $1,844,458 $636
</TABLE>
- -------------------
(1) Estimated solely for the purpose of determining the
registration fee and calculated pursuant to Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
============================================================================
<PAGE> 3
PROSPECTUS DATED MAY __, 1996
1,405,299 SHARES
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
Common Stock
($0.001 Par Value)
-------------------
This Prospectus relates to an aggregate of 1,405,299 shares of the Common
Stock, par value $0.001 per share (the "Common Stock"), of Voice Powered
Technology International, Inc. (the "Company"), of which 1,371,966 may be
offered from time to time by Flextronics (Malaysia) SDN. BHD ("Flextronics"),
and 33,333 may be offered from time to time by Myron Hitchcock, a director of
the Company (collectively, the "Selling Shareholders"). The Company will
receive no part of the proceeds of such sales. The Company has been advised
that the Selling Shareholders expect to offer the shares in the
over-the-counter market on the NASDAQ Small Cap System, through negotiated
transactions or otherwise, or in private transactions, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at prices otherwise negotiated. In connection with any sales, any
broker or dealer participating in such sales may be deemed to be an underwriter
within the meaning of the Securities Act of 1933. All expenses incurred in
connection with the registration of the shares will be paid by the Company.
All underwriting discounts, selling commissions and stock transfer taxes, if
any, will be borne by the Selling Shareholders. See "Plan of Distribution."
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
_________________________
FOR INFORMATION REGARDING CERTAIN RISKS
RELATING TO THE COMPANY, SEE "RISK FACTORS"
_________________________
The Common Stock of Voice Powered Technology International, Inc. is traded on
NASDAQ (NASDAQ Symbol: VPTI). On May 7, 1996, the last sale price of the
Company's Common Stock on NASDAQ was $1.3125.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). These reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and the Commission's Regional Offices at 7 World
Trade Center, 13th Floor, New York, New York 10048, and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such materials can also be obtained from the Public Reference Section of the
Commission at Judicial Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. Copies of such materials can also be inspected at the
public reference facilities of the National Association of Securities Dealers
maintained at 1735 K Street, Washington, D.C. 20006.
The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the Securities Act
of 1933 (the "Securities Act"), with respect to the securities offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement, including the exhibits and financial statements and
schedules filed therewith or incorporated therein by reference. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance, reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement or incorporated herein by reference, each statement
being qualified in its entirety by such reference. The Registration Statement,
including the exhibits thereto, may be inspected without charge at the
Commission's principal office in Washington, D.C., and copies of any and all
parts thereof may be obtained from such office after payment of the fees
prescribed by the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under the
Securities Act and the Exchange Act with the Commission are incorporated herein
by reference.
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995;
2. The Company's Current Report on Form 8-K, dated March 15,
1996;
3. The Company's Annual Report on Form 10-KSB/A for the year
ended December 31, 1995; and
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
October 20, 1992.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock under this
Prospectus shall be deemed to be incorporated by reference herein and to be a
part thereof from the date of filing of such documents, except as to any
portion of any future Annual or Quarterly Report to Shareholders which is not
deemed to be filed under said provisions. Any statement made in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that such statement is replaced
or modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Prospectus. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus. Subject to the foregoing,
all information appearing
2.
<PAGE> 5
in this Prospectus is qualified in its entirety by the information appearing in
the documents incorporated herein by reference.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents. Written or oral requests for such copies
should be directed to Mr. Mitchell B. Rubin, Chief Financial Officer, Voice
Powered Technology International, Inc., 15260 Ventura Boulevard, Suite 2200,
Sherman Oaks, California 91403; telephone (818) 905-0950.
THE COMPANY
Voice Powered Technology International, Inc. (the "Company"),
incorporated in California in June 1985, began active operations in January
1990. The Company was formed to develop, market, and distribute low-cost voice
recognition products on a world-wide basis, both directly and through licensing
agreements. From January 1990 until July 1992, the Company operated as a
development stage enterprise.
The Company's voice-recognition VoiceLogic(TM) technology (the
"Technology") is now fully developed and in wide-scale commercial use in
proprietary consumer-oriented products. The Company intends to expand the
types of commercial products which use the Technology. The Company is also
actively pursuing distribution, licensing, and other arrangements for the
manufacture, use, and sale of its Technology in numerous consumer, business,
and electronic products in the United States and many parts of the world. The
core Technology can be used in a large variety of products with only limited
adjustments to the application software for adaptation to the specific product.
The core Technology can also be adapted easily for use in virtually any spoken
language in the world, thus enabling it to be used in virtually any country in
the world.
The Company's VoiceLogic Technology consists of a combination of
exclusive rights developed and acquired by the Company for advanced low-cost
voice recognition technology called VoiceLogic(TM), which can operate on
penlight or nicad batteries. This Technology permits utilization of the human
voice as a replacement for manual controls, such as buttons, switches, and
dials in activating and controlling everyday consumer and business products.
RISK FACTORS
INVESTMENT IN THE COMPANY INVOLVES A SUBSTANTIAL DEGREE OF RISK.
INVESTORS SHOULD CAREFULLY CONSIDER, AMONG OTHER FACTORS, THE FOLLOWING:
1. Limited History. The Company has been selling the IQ.VOICE
Programmer since July 1992; the IQ.VOICE Organizer since October 1993; the
IQ.VOICE Tell-It Phone, on a limited basis, since October 1994; and the
IQ.VOICE MessagePad and a low cost IQ.VOICE Organizer since August 1995. The
Company's other products are in various stages of development, some of which
are being pursued under joint development agreements with electronics and other
companies. These products will be completed and readied for marketing and
distribution in 1996. While the Company is pleased about the progress and
status of its products which are presently in development, the fact remains
that such products are in the development stage and may not be completed, or,
if completed, may not necessarily be commercially saleable. The Company's
operations are subject to all of the risks inherent in the establishment of a
new business enterprise, such as the difficulties of introducing new products
with new technology, market acceptance of such products, technological changes,
lack of patent protection and the need to set up and arrange adequate product
development, manufacturing, sales and marketing and administrative
3.
<PAGE> 6
organizations. As of December 31, 1995, the Company has discontinued
manufacturing the IQ.VOICE Programmer and IQ.VOICE MessagePad.
2. Operating Losses. The Company did not begin current
operations until January 1990, has a limited operating history and has incurred
losses and continues to incur losses. The Company has incurred net losses from
operations from inception to December 31, 1994, of $18,561,000. For the year
ended December 31, 1995, the Company recorded a net loss of $2,819,000. The
loss was in part attributable to price reduction and price protection programs
implemented by the Company due to excess retail inventory levels of the
Company's products and lower than expected demand for the Company's products,
one of which, the IQ.VOICE MessagePad, has been discontinued. The Company is
dependent upon increased market acceptance of its existing products and future
products in order to perform profitably; no assurance is given that such will
occur. Also, additional losses may be incurred in the future as the Company
completes its development and introductory marketing efforts for other
products. At December 31, 1995, the Company had working capital and tangible
net worth of approximately $1,486,000 and $2,200,000, respectively; after
giving effect to the issuance of the 1,371,966 shares of Common Stock to
Flextronics in partial satisfaction of the amounts owing to it, the Company's
pro-forma working capital and tangible net worth as of December 31, 1995 amount
to $3,440,000 and $4,150,000, respectively.
3. Past Sales and Issuances of Stock to Provide Needed Funding.
In prior years (most recently 1993), the Company sold substantial amounts of
its Common Stock and warrants to purchase its Common Stock in private
transactions in order to meet immediate and substantial needs for capital to
fund product research, development, and marketing, as well as on-going
operations. The Company's need for funds to sustain on-going business activity
can change relatively quickly because one, the Company does not yet have a
broad line of products and therefore an unforeseen decline in retail sales of
its products can result in an immediate and significant drop in its revenues,
and two, the Company has only limited alternatives for financing sources -- its
line of credit, which is subject to a number of limitations and restrictions,
and possibly the sale of stock or other securities (although no arrangements
presently exist with respect thereto). In some cases in the past, sales of the
Company's Common Stock and warrants to provide funds needed to sustain on-going
operations were made at prices below then-current market trading prices. Since
then, the Company's funding needs have been met by funds from on-going
operations and the Company's line of credit with commercial lenders.
Additionally, in February 1996, the Company entered into the agreement
with Flextronics for termination of the manufacturing agreement and pay off of
the balances owing to Flextronics, and in connection therewith issued the
1,371,966 shares covered by this Prospectus at a valuation of $1,955,052, or
approximately $1.43 per share, representing the ten trading day average price
of the Company's Common Stock on the NASDAQ Small Cap System for the period
ended March 6, 1996. There can be no assurance that the Company will not find
it necessary to sell or otherwise issue shares of its Common Stock in the
future under similar or different circumstances in order to provide needed
funding, nor can there be any assurance that the Company will be able to do so
should it find it necessary in the future.
4. Need for Additional Financing. The Company has spent, and
will continue to spend, substantial amounts of money to develop and market its
products, as well as to fund on-going operations. It is not possible to
predict whether existing funds and cash flows from current sales of products
and its working capital line of credit will satisfy the Company's cash
requirements in the ordinary course of business for the next twelve months. No
assurance can be given as to the amount of future sales, if any, of the
Company's products, or whether and when additional working capital may be
required.
The amount of cash the Company will need by mid-1996 and in the
ensuing twelve months will be dependent on whether the Company meets internally
projected sales levels for its products, liquidation targets for inventories of
product models which the Company does not intend to continue marketing (i.e.,
primarily the VOICE MessagePad and VOICE Programmer). Should such assumptions
not be substantially realized, the Company could find itself with insufficient
funds to sustain its on-going needs, which in turn would require the Company
to seek other financing through the sale of its securities
4.
<PAGE> 7
or otherwise, although no arrangements or agreements therefor presently exist.
The above does not take into account any amount for extraordinary research,
development, or other projects or opportunities which the Company may pursue if
such are presented to it. Should the Company be presented with such
opportunities, the Company would need to seek financing through the sale of
securities or otherwise, although no arrangements or agreements therefor
presently exist. As a relatively young technology and consumer product-based
Company with certain unique proprietary rights, it is not possible to predict
the level of acceptance of the Company's products in the marketplace or the
opportunities which may arise.
5. Major Creditors, Consequences of Failure to Meet Obligations.
As of December 31, 1995, the Company's two largest creditors were Flextronics,
to which the Company owed approximately $3,239,000 for product received, and
the bank with which the Company has its line of credit, to which the Company
owed approximately $3,265,000. The various terms and agreements relating to
the Company's indebtedness to such parties require the Company to meet
scheduled obligations, and to maintain various financial ratios and comply with
various covenants. However, due to slower than expected retail sales of the
Company's products, the Company has not met the scheduled payments to
Flextronics. The Company and Flextronics are engaged in discussions and
negotiations with respect thereto; however, no agreement has as yet been
reached, nor can assurance be given that an agreement will be reached. If an
agreement is not reached and Flextronics seeks to enforce its rights as a
creditor, such could have a materially adverse effect on the Company.
6. Risks of New Product and Technology. The manufacturing and
marketing of the Company's products, which involve new products incorporating
new technology, has inherent risk. No one can be sure how each product will
operate over time and under various conditions of actual use. Even if the
Company's products are successfully developed, manufactured and marketed, the
occurrence of warranty or product liability, or retraction of market acceptance
due to product failure, excess product returns or failure of the products to
meet expectations could prevent the Company from becoming profitable.
Development of new technologies for manufacture is frequently subject to
unforeseen expenses, difficulties and complications and in some cases such
development cannot be accomplished. In the opinion of management, the
products, as designed, have many positive attributes, but such attributes must
be balanced against unknown technological difficulties.
7. Uncertainty of Market Acceptance. While the Company believes
that its products should offer advantages over traditional devices, there is no
assurance that the Company's new products will attain significant market
acceptance. Generally, market acceptance of a new technology requires
substantial efforts to inform potential customers of the new technology's
distinctive characteristics. This effort will be crucial in marketing the
Company's products. However, marketing efforts involve substantial
expenditures of funds, and the Company's ability to expend the desired funds
will be impacted by the degree of success it realizes from future operations.
8. Competition, Technological Change and New Products. The
consumer electronics industry is highly competitive, however, the Company
believes that it has a technological head start on its competition in adopting
voice recognition technology for use in consumer products. The Company's
products compete with those of various companies which currently market
consumer and business oriented electronics products. Many of these competitors
are larger, have greater and stronger financial resources, name recognition and
reputation, and have more established channels of distribution and marketing
capabilities than the Company. The Company believes that its products will
compete effectively in the marketplace because of their voice-recognition
uniqueness, low cost, and ease of use. The Company further believes that its
existing know-how, present patent pending applications, existing copyrights,
and potential future patents and copyrights, will be significant in enabling it
to compete successfully. The Company's VoiceLogic Technology competes with
other voice recognition technologies currently available, as well as others in
development. Among the companies that have developed and are marketing these
technologies, several are larger, have stronger financial resources, name
recognition and marketing capabilities than the Company. The Company has
recently become aware of two new voice recognition technologies that are
capable of operating on an eight-bit microprocessor. These technologies are
being offered in the form of chips for potential licensing applications.
Neither technology is believed to be as cost effective as the Company's
VoiceLogic Technology, nor is either believed to be as suitable for a wide
variety of product applications. No assurance can be given that the Company
will maintain this technological advantage in the future.
9. Lack of Patents. The Company has filed several patent
applications for its products, with one having been issued. No assurance can
be given that any further patents will issue. The Company is the owner of
certain copyrighted software used in its products, subject to royalty
agreements with the inventor. The existence
5.
<PAGE> 8
of patents and copyrights may be important to the Company's future operations.
In the absence of significant patent or copyright protection, competitors might
imitate the Company's designs and approaches. The Company may find it
advantageous, or may be required, to purchase additional licenses in the
future.
10. Manufacturing and Component Supply. The Company presently has
agreements with two foreign contract manufacturers. It is likely that the
Company will utilize a particular manufacturer as a sole source supplier for a
particular model of the Company's product. Accordingly, the Company is subject
to the risks inherent in dealing with a foreign entity, including government
stability, regulations, tariffs, import and export restrictions, transportation
and taxes, with respect to the production of each such manufacturer. In
addition, the Company's products rely on certain components which are available
only through a sole source of supply due to either specific technical
requirements or customized software. Often, the Company has no agreement with
such suppliers and interruption of the supply of these components could
adversely affect the ability of the Company to manufacture its products until
alternative suppliers and/or components are identified and incorporated in the
Product.
11. Dependency on Management. The Company has been and will be
significantly dependent on Edward Krakauer, President, Chief Executive Officer,
and Chairman of the Board of Directors, and the other executive officers of the
Company for the continued development of the Company's products. The loss of
the services of Mr. Krakauer or other executive officers could adversely affect
the Company if other suitable replacements could not be found. The Company has
employment contracts with all of its executive officers, which expire at
various times during 1996, 1997 and 1998. The Company's future success could
depend in part upon its continued ability to attract and retain highly
qualified personnel.
12. Potential Anti-Takeover Effect of Authorized Preferred Stock.
The Company is authorized to issue 10,000,000 shares of $0.001 par value
Preferred Stock with the rights, preferences, privileges and restrictions
thereof to be determined by the Board of Directors of the Company. Preferred
Stock can thus be issued without the vote of the holders of Common Stock.
Rights could be granted to the holders of Preferred Stock which could reduce
the attractiveness of the Company as a potential takeover target, make the
removal of management more difficult, or adversely impact the rights of holders
of Common Stock. No Preferred Stock is currently outstanding.
13. Lack of Dividends. The Company has not paid cash dividends on
its Common Stock and does not anticipate paying any cash dividends for the
foreseeable future. It is anticipated that future earnings, if any, from the
Company's operations will be used to finance its growth.
14. Outstanding Options and Warrants. As of December 31, 1995,
the Company had outstanding options and warrants for the purchase of an
aggregate of 2,942,378 shares of the Company's Common Stock. The holders of
said options and warrants will have an opportunity to profit from the rise in
the market price of the Company's Common Stock without assuming the risks of
ownership. The existence of these options and warrants may have an adverse
effect on the terms upon which the Company would be able to obtain additional
capital. Furthermore, it might be expected that the holders of all of such
options and warrants would exercise their options and warrants at a time when
the Company could obtain equity capital on terms more favorable than those
provided for by the options and warrants.
15. Volatility of Stock Price. Historically, the market prices
for securities of emerging companies, including the Company's Common Stock,
have been highly volatile. Future announcements concerning the Company or its
competitors, including results of technological innovations, new commercial
products, government regulations, proprietary rights or product or patent
litigation, and results of operations, may have a significant impact on the
market price of the Company's Common Stock.
6.
<PAGE> 9
USE OF PROCEEDS
The Company will not receive any proceeds upon the sale of any of the
shares of Common Stock by the Selling Shareholders.
SELLING SHAREHOLDERS
Flextronics has manufactured the Company's VCR VOICE Programmer
product since 1991, and the Company's IQ.VOICE Organizer since 1993, pursuant
to a Manufacturing Agreement which expires on June 30, 1996. The Company and
Flextronics entered into an agreement on February 23, 1996 (the "Termination
Agreement") agreeing to terms under which the Company will pay off and wind
down its relationship with Flextronics. Under the Termination Agreement, the
Company will pay off the amounts owing over a period scheduled to end in
October 1996, and has issued 1,371,966 shares of Common Stock which are covered
by this Prospectus in satisfaction of $1,955,052 of the amounts so owing.
Myron Hitchcock, a director of the Company, entered into an agreement
with the Company on February 20, 1996, pursuant to which he conveyed to the
Company the full ownership rights to the voice-recognition technology utilized
by the Company; previously, the Company's rights relating to such in part grew
out of license agreements with Mr. Hitchcock and others. The Company agreed to
pay the sum of $100,000 and issued the 33,333 shares of its Common Stock which
are covered by this Prospectus in consideration of the foregoing.
The following table shows for the Selling Shareholders, (i) the number
and percentage of Common Stock of the Company beneficially owned by them as of
May 7, 1996, (ii) the number of shares covered by this Prospectus, and (iii)
the percentage of ownership if all shares of Common Stock covered by this
Prospectus were sold.
<TABLE>
<CAPTION>
Number of Shares Percent of
Selling Number of Shares Percent of Covered by This Class After
Shareholder Beneficially Owned(1) Class Prospectus Offering
----------- --------------------- ----------- ---------------- ------------
<S> <C> <C> <C> <C>
Flextronics (Malaysia) 1,371,966 9.9% 1,371,966 0.0%
SDN. BHD
Myron Hitchcock 45,554(1) 0.3% 33,333 0.3%
</TABLE>
- -----------------------------
(1) Of this amount, 33,333 shares were issued to Mr. Hitchcock in
connection with the acquisition of the voice-recognition technology
rights as described elsewhere herein. The balance of 12,221 shares
relate to 1994 and 1995 grants of stock options to Mr. Hitchcock
for his service as a director of the Company.
The address of the Selling Shareholders is 2241 Lundy Avenue, San
Jose, California 95131, in the case of Flextronics; and 1013 Wranglers Trail,
Pebble Beach, California 93953, in the case of Mr. Hitchcock.
7.
<PAGE> 10
PLAN OF DISTRIBUTION
The shares may be sold by the Selling Shareholders or by pledgees,
donees, transferees or other successors-in-interest. Such sales may be made in
the over-the-counter market, in privately negotiated transactions, or
otherwise, at prices and at terms then prevailing, at prices related to the
then current market prices or at negotiated prices. The shares may be sold by
one or more of the following methods: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal in order to consummate the
transaction; (b) a purchase by a broker or dealer as principal, and the resale
by such broker or dealer for its account pursuant to this Prospectus, including
resale to another broker or dealer; or (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Any such brokers or dealers will receive
commissions or discounts from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act. Any gain realized by such a broker
or dealer on the sale of shares which it purchases as a principal may be deemed
to be compensation to the broker or dealer in addition to any commission paid
to the broker by the Selling Shareholders.
The Company will not receive any portion of the proceeds of the shares
sold by the Selling Shareholders. There is no assurance that the Selling
Shareholders will sell any or all of the shares of Common Stock covered by this
Prospectus.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for
the Company by Cox, Castle & Nicholson, LLP, Los Angeles, California.
EXPERTS
The financial statements included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1995, incorporated herein by
reference, have been audited by BDO Seidman, LLP, independent certified public
accountants, as indicated in its report with respect thereto, and have been
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing.
8.
<PAGE> 11
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
IN CONNECTION WITH THE OFFER MADE HEREBY, AND IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES,
BEING OFFERED PURSUANT TO THIS PROSPECTUS SHALL
UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF OFFER TO BUY THE SECURITIES
COMMON STOCK OFFERED HEREBY TO ANY PERSON IN ANY STATE OR
OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES
NOT IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
-------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . 2
DOCUMENTS INCORPORATED BY
REFERENCE . . . . . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . 7
SELLING SHAREHOLDERS . . . . . . . . . . . . 7
PLAN OF DISTRIBUTION . . . . . . . . . . . . 8
LEGAL MATTERS . . . . . . . . . . . . . . . . 8
EXPERTS . . . . . . . . . . . . . . . . . . . 8
</TABLE>
VOICE POWERED
TECHNOLOGY
INTERNATIONAL,
INC.
COMMON STOCK
------------
PROSPECTUS
------------
MAY __, 1996
9.
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offer and sale of the
securities being registered, other than underwriting discounts and commissions,
are estimated as follows. Such expenses will be paid by the Company.
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . $ 636
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 8,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . 2,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,636
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code allows a corporation
to advance expenses incurred by an officer or director in defending any
proceeding prior to the final disposition of such proceeding upon receipt of an
undertaking to repay such amount if such person is not ultimately entitled to
indemnification. In non-derivative actions, an officer or director is entitled
to reimbursements for expenses, fines, judgments and settlements if such
individual has acted in good faith and in a manner he or she believed to be in
the best interests of the corporation and in the case of criminal proceedings,
he or she had no reasonable cause to believe the conduct was unlawful. With
regard to derivative actions (a suit brought on behalf of Registrant), such
person is entitled to reimbursements for expenses if the officer or director
acted in good faith, in a manner the officer or director believed to be in the
best interests of the corporation and with such care, including reasonable
inquiry, as an ordinary and prudent person in like position would use in
similar circumstances; provided, however, that no indemnification shall be made
(1) if the officer or director is found liable to the corporation, except as
may be determined by the court in which the action is pending; (2) for amounts
paid in settling an action without court approval; or (3) for amounts paid in
defending such action which is terminated without court approval.
If indemnification is authorized by Section 317, but not required,
then it shall be determined by (i) a majority vote of the disinterested members
of the board of directors, (ii) a majority vote of the disinterested
shareholders, (iii) the court in which the action is pending, or (iv) if a
quorum of independent directors is not available, by independent legal counsel
in a written opinion. If the officer or director is successful in the defense
of an action, Section 317 provides that such individual shall be entitled to
indemnification. Finally, Section 317 authorizes a corporation to maintain
officers' and directors' liability insurance.
The Company's Articles of Incorporation limits directors' liability
for monetary damages for breaches of the duty of care owed the Company to the
fullest extent permitted by California law and also provides for the ability of
Registrant to indemnify officers and directors beyond the limits of the
applicable California statute.
II-1
<PAGE> 13
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
<S> <C>
* 5 Opinion of Cox, Castle & Nicholson, LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Cox, Castle & Nicholson, LLP (see Exhibit 5).
* 24 Power of Attorney as set forth on the signature pages II-3 and II-4.
- ----------
</TABLE>
* Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-3 (Registration No. 333-2822) and incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as
II-2
<PAGE> 14
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Sherman Oaks, California, this 9th day of May 1996.
VOICE POWERED TECHNOLOGY
INTERNATIONAL, INC.
By: EDWARD M. KRAKAUER
---------------------------------
Edward M. Krakauer, President
and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
EDWARD M. KRAKAUER President, Chief Executive Officer, May 9, 1996
- -------------------------------- Director
Edward M. Krakauer
Vice President-Finance and Operations,
MITCHELL B. RUBIN* Chief Financial Officer (Chief Accounting May 9, 1996
- -------------------------------- Officer), Secretary and Director
Mitchell B. Rubin
MARK FRANKEL* Vice President-Marketing, Director May 9, 1996
- --------------------------------
Mark Frankel
MYRON H. HITCHCOCK* Director May 9, 1996
- --------------------------------
Myron H. Hitchcock
JACK D. STEELE* Director May 9, 1996
- --------------------------------
Jack D. Steele, Ph.D.
ERNEST W. TOWNSEND* Director May 9, 1996
- --------------------------------
Ernest W. Townsend
*By: EDWARD M. KRAKAUER
--------------------------
Edward M. Krakauer,
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
* 5 Opinion of Cox, Castle & Nicholson, LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Cox, Castle & Nicholson, LLP (included as part of Exhibit 5).
* 24 Power of Attorney as set forth on the signature pages II-3 and II-4.
- ----------
</TABLE>
* Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-3 (Registration No. 333-2822) and incorporated herein by reference.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Voice Powered Technology International, Inc.
Sherman Oaks, California
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated February 26, 1996, accompanying the financial statements of Voice Powered
Technology International, Inc. (the "Company") as of December 31, 1995 and
1994, and for each of the two years then ended, as included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1995, and to the
reference to us under the heading "Experts" in the Prospectus which is part of
such Registration Statement.
/s/ BDO SEIDMAN, LLP
-----------------------------------
BDO SEIDMAN, LLP
Los Angeles, California
May 9, 1996
