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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
Voice Powered Technology International, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
18425 Burbank Blvd., Suite 506
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City, State and Zip Code
Tarzana, CA 91356
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail to Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
[X] filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
See explanation attached.
(Attach Extra Sheets if Needed)
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FORM 12B-25
NOTIFICATION OF LATE FILING
FOR THE FORM 10-KSB FOR THE
PERIOD ENDED DECEMBER 31, 1997
PART III - NARRATIVE
An extension of time to file Form 10-KSB for the year ended December 31,
1997 is being requested primarily as a result of Voice Powered Technology
International, Inc. ("Registrant") having filed for protection under Chapter 11
of the U.S. Bankruptcy Code on September 22, 1997. Registrant has filed a Plan
of Reorganization which is currently pending. As a result of Registrant's
current status, available accounting resources have been curtailed in order to
preserve cash. Further, the bankruptcy process has resulted in additional
workload demands on remaining accounting personnel. Lastly, the filing
necessitates substantive rewriting of the subject filing to adequately disclose
the impact of the bankruptcy proceeding on Registrant's current and future
business outlook. As a result of all of the foregoing issues, Registrant has
been unable to complete the Form 10-KSB and the accompanying audit associated
therewith and hereby requests an extension of time to file until April 15, 1998.
PART IV - NARRATIVE
Sales have decreased to $3.3 million for the year ended December 31,
1997 from sales of $10.8 million for the prior fiscal year ended December 31,
1996 which is, in part, responsible for the Registrant filing petition for
Reorganization under Chapter 11 of the U.S. Bankruptcy Code as noted in Part
III. Subsequent to the filing of said petition, the Registrant recorded material
writedowns in inventory, equipment and other deferred costs aggregating to
$1.1 million resulting from liquidation of certain assets as well as
discontinuing future sales and production of certain product lines.
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[IBDO LETTERHEAD]
March 30, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Voice Powered Technology International, Inc.
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of Voice Powered Technology International, Inc.
(the "Registrant"). The Registrant has stated in Part III of its filing on Form
12B-25 that it is unable to timely file, without unreasonable effort or
expense, its Annual Report on Form 10-KSB for the year ended December 31, 1998
because our Firm has not yet completed our audit of the financial statements of
the Registrant for the year ended December 31, 1998 and is therefore unable to
furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 for the year ended December 31, 1998, and
agree with the statements made therein as they relate to accounting and
auditing matters.
Very truly yours,
/s/ BDO SEIDMAN, LLP
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BDO Seidman, LLP
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification.
Mitchell B. Rubin 818 757-1100, Ext. 2211
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
(or for such shorter) period that the registrant was required to file such reports) been filed?
If answer is no, identify report(s) [X] Yes No [ ]
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(3) Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in
the subject report or portion thereof? [X] Yes No [ ]
If so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
See explanation attached.
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Voice Powered Technology International, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date March 31, 1998 By /s/ Mitchell B. Rubin
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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly
authorized representative. The name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the representative's authority to sign
on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under
the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments thereto must be completed
and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with
Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed
with the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with each national
securities exchange on which any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need not restate
information that has been correctly furnished. The form shall be clearly identified as an
amended notification.
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