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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Voice Powered Technology International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
SEC 1913 (3-99)
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VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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The annual meeting of shareholders of VOICE POWERED TECHNOLOGY
INTERNATIONAL, INC. (the "Company"), a California corporation, will be held at
One Franklin Plaza, Burlington, New Jersey 08016, on Wednesday, May 24, 2000, at
10:00 a.m., for the following purposes:
(1) To elect four directors of the Company to serve for a term of one
year and until their respective successors shall be elected and shall
qualify;
(2) To ratify the appointment of auditors of the Company to serve until
the next annual meeting of shareholders; and
(3) To consider and act upon such other matters as may properly come
before the meeting.
Only shareholders of record at the close of business on April 20, 2000
are entitled to vote at the meeting.
You are requested to fill in, date and sign the enclosed proxy, which
is solicited by the Board of Directors of the Company, and to mail it promptly
in the enclosed envelope.
By order of the Board of Directors,
Burlington, New Jersey GREGORY J. WINSKY,
April 28, 2000 Chairman and Chief Executive Officer
<PAGE>
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
May 24, 2000
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of VOICE POWERED TECHNOLOGY INTERNATIONAL,
INC. (the "Company") to be used at the annual meeting of shareholders of the
Company which will be held at One Franklin Plaza, Burlington, New Jersey 08016,
on Wednesday, May 24, 2000, at 10:00 a.m., and at any adjournments thereof.
Shareholders who execute proxies retain the right to revoke them at any
time by notice in writing to the Secretary of the Company, by revocation in
person at the meeting or by presenting a later dated proxy. Unless so revoked,
the shares represented by proxies will be voted at the meeting. The shares
represented by the proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein. Shareholders vote
at the meeting by casting ballots (in person or by proxy) which are tabulated by
a person who is appointed by the Board of Directors before the meeting to serve
as inspector of election at the meeting and who has executed and verified an
oath of office. Abstentions and broker "non-votes" are included in the
determination of the number of shares present at the meeting for quorum
purposes. Abstentions will have the same effect as negative votes, except that
abstentions will have no effect on the election of directors because directors
are elected by a plurality of the votes cast. Broker "non-votes" are not counted
in the tabulations of the votes cast on proposals presented to shareholders
because shares held by a broker are not considered to be entitled to vote on
matters as to which broker authority is withheld. A broker "non-vote" occurs
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received instructions from the beneficial
owner. The Company does not believe that any of the matters to be acted upon at
the meeting are subject to broker "non-votes."
The principal executive offices of the Company are located at One
Franklin Plaza, Burlington, New Jersey 08016. The approximate date on which this
Proxy Statement and the enclosed form of proxy were first sent or given to
shareholders is April 28, 2000.
Shareholders of record at the close of business on April 20, 2000 will
be entitled to one vote for each share of common stock, $.001 par value (the
"Common Stock"), of the Company then held. There were outstanding on such date
90,245,360 shares of Common Stock.
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ELECTION OF DIRECTORS
The By-Laws of the Company provide that the Board of Directors shall be
comprised of a minimum of four and a maximum of seven directors, with the exact
number to be fixed by approval of the Board of Directors or the shareholders.
The Board of Directors has fixed four as the number of directors of the Company.
Four directors will be elected at the meeting for a term of one year
and until their respective successors shall have been elected and shall qualify.
The election of directors requires the affirmative vote of a plurality of the
shares of Common Stock present in person or by proxy at the meeting. Each proxy
received will be voted FOR the election of the nominees named below unless
otherwise specified in the proxy. Franklin Electronic Publishers, Inc.
("Franklin"), which owns approximately 82% of the outstanding Common Stock,
intends to vote all of its shares for the election of the nominees named below.
At this time, the Board of Directors of the Company knows of no reason why any
nominee might be unable to serve. There are no arrangements or understandings
between any director or nominee and any other person pursuant to which such
person was selected as a director or nominee.
Year Became a
Name of Nominee Principal Occupation Age Director
- --------------- -------------------- --- --------
Barry J. Lipsky President and Chief Operating 49 1998
Officer of Franklin
Gregory J. Winsky Executive Vice President
of Franklin 50 1998
Arnold D. Levitt Senior Vice President and
Chief Financial Officer of
Franklin 62
Edward H. Cohen Partner,
Rosenman & Colin LLP 61
No family relationship exists between any director and executive
officer of the Company.
Mr. Lipsky is, and for the past five years has been, an executive
officer of Franklin, a designer and developer of handheld electronic information
products. Since 1999, he has been President and Chief Operating Officer of
Franklin. Mr. Lipsky is the Vice President and Secretary of the Company.
Mr. Winsky is, and for more than the past five years has been, an
executive officer and general counsel of Franklin. Mr. Winsky is the Chairman
and Chief Executive Officer of the Company.
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Mr. Levitt has been the Chief Financial Officer of Franklin since May
1999. Mr. Levitt has been engaged in consulting as a chief financial officer or
senior business adviser for companies in a variety of industries since 1996.
Prior to these consulting arrangements, Mr. Levitt was Executive Vice President
and Chief Operating Officer of Wico Gaming Supply Corp. Mr. Levitt has owned or
was employed as a chief financial officer of a number of companies and also
worked in public accounting.
Mr. Cohen is, and for more than the past five years has been, a partner
in the New York City law firm of Rosenman & Colin LLP. Mr. Cohen is a director
of Franklin, Phillips-Van Heusen Corporation, a manufacturer and marketer of
apparel and footwear, Levcor International, Inc., a converter of textiles for
sale to domestic apparel manufacturers, and Merrimac Industries, Inc., a
manufacturer of passive R.F. and microwave components for industry, government
and science.
During 1999, there was one regularly scheduled meeting of the Board of
Directors. Each of the directors attended that meeting. The Board has no
separate audit, nominating or compensation committees and acts as such as an
entire Board.
The Company will consider for election to the Board of Directors a
nominee recommended by a shareholder if the recommendation is made in writing
and includes (i) the qualifications of the proposed nominee to serve on the
Board of Directors, (ii) the principal occupation and employment of the proposed
nominee during the past five years, (iii) each directorship currently held by
the proposed nominee and (iv) a statement that the proposed nominee has
consented to the nomination. The recommendation should be addressed to the
Secretary of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Common Stock as of April 20, 2000 by the only person known by
the Company to be the beneficial owner of more than five percent of the Common
Stock. None of the directors, nominees for director or executive officers of the
Company owns any shares of Common Stock. Franklin has sole voting and investment
power with respect to the shares listed as beneficially owned by it.
<TABLE>
<CAPTION>
Amount
Name and Address of Beneficially Percent of
Beneficial Owner Owned Class
---------------- ----- -----
<S> <C> <C>
Franklin Electronic Publishers, Incorporated................ 74,196,288 82.2%
One Franklin Plaza
Burlington, New Jersey 08016
</TABLE>
Based upon a review of the filings furnished to the Company pursuant to
Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 and on
representations from its executive officers and directors and Franklin, all
filing requirements of Section 16(a) of said Act were complied with in a timely
manner during 1999.
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EXECUTIVE COMPENSATION
Gregory J. Winsky, the Company's Chief Executive Officer since
September 1998, has never received any compensation from the Company or any of
its subsidiaries. Mr. Winsky was not employed by the Company prior to May 1998.
No employee had compensation of more than $100,000 during the last fiscal year.
No bonuses, other annual compensation, stock appreciation rights,
long-term compensation awards, long-term incentive plan payouts or other
compensation (as defined in the proxy regulations of the Securities and Exchange
Commission) were awarded to, earned by, or paid to the Chief Executive Officer
during any of the Company's last two fiscal years.
OPTION GRANTS IN LAST FISCAL YEAR
No stock options were granted to the Chief Executive Officer during the
fiscal year ended December 31, 1999.
COMPENSATION OF DIRECTORS
None of the directors receive any compensation for acting as directors
of the Company.
EMPLOYMENT CONTRACTS, TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company is not a party to any employment contracts, or termination
of employment or change-in-control arrangements.
SELECTION OF AUDITORS
The Board of Directors has selected, Radin, Glass & Co., LLP,
independent auditors, as auditors of the Company for the fiscal year ending
December 31, 2000. Although shareholder ratification of the Board of Directors'
action in this respect is not required, the Board considers it desirable for
shareholders to pass upon the selection of auditors and, if the shareholders
disapprove of the selection, intends to select other auditors for the fiscal
year ending December 31, 2000.
It is expected that representatives of Radin, Glass & Co. will be
present at the meeting, will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions from
shareholders.
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The Board of Directors recommends a vote FOR ratification of the
appointment of the auditors. Proxies received in response to this solicitation
will be voted FOR the appointment of the auditors unless otherwise specified in
the proxy. Franklin, which owns approximately 82% of all outstanding shares of
Common Stock, intends to vote all of its shares for ratification of the
appointment of the auditors described above.
On September 3, 1998, the Company replaced BDO Seidman LLP as the
principal accountant to audit the Company's financial statements and engaged
Radin, Glass & Co. as the principal accountant to audit the Company's financial
statements.
BDO Seidman's reports on the Company's financial statements for the two
most recent fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor were such reports modified as to audit scope or accounting
principles. However, BDO Seidman's reports on the Company's financial statements
for the two most recent fiscal years did contain a modification as to
uncertainty relating to the Company's ability to continue as a going concern.
The decision to replace BDO Seidman as the principal accountant to
audit the Company's financial statements was recommended and approved by the
Board of Directors.
During the Company's two most recent fiscal years and in the subsequent
interim period preceding the date of BDO Seidman's replacement, there were no
disagreements between the Company and BDO Seidman on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of BDO Seidman, would have
caused BDO Seidman to make a reference to the subject matter of the disagreement
in connection with BDO Seidman's reports on the Company's financial statements
for such periods.
During the Company's two most recent fiscal years and the subsequent
interim period preceding the date of Radin Glass & Co.'s engagement, neither the
Company nor any person on the Company's behalf consulted Radin Glass & Co.
regarding the application of accounting principles to a specific completed or
contemplated transaction or the type of audit opinion that might be rendered on
the Company's financial statements.
BANKRUPTCY FILING
On September 22, 1997, the Company filed a voluntary petition for
relief with the United States Bankruptcy Court, Central District of California
(the "Bankruptcy Court"), under the provisions of Chapter 11 of the Bankruptcy
Code. On January 21, 1998, the Company, in conjunction with Franklin, the
Company's largest secured creditor, filed a combined Amended Disclosure
Statement and Plan of Reorganization (the "Plan") with the Bankruptcy Court
which became effective on May 12, 1998. The Plan included a significant
reduction of the Company's pre-petition obligations, in addition to Franklin's
waiving its pre-petition secured claim in the amount of $1,733,990 in exchange
for an 80% interest in the equity of the Company.
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MISCELLANEOUS
Any proposal of an eligible shareholder intended to be presented at the
next annual meeting of shareholders must be received by the Company for
inclusion in its proxy statement and form of proxy relating to that meeting no
later than January 15, 2001. The proxy or proxies designated by the Company will
have discretionary authority to vote on any matter properly presented by a
shareholder for consideration at the next annual meeting of shareholders but not
submitted for inclusion in the proxy materials for such meeting unless notice of
the matter is received by the Company not later than March 15, 2001 and certain
other conditions of the applicable rules of the Securities and Exchange
Commission are satisfied. Shareholder proposals should be directed to the
Secretary of the Company at the Company's principal executive office.
The Board of Directors of the Company does not intend to present, and
does not have any reason to believe that others intend to present, any matter of
business at the meeting other than those set forth in the accompanying Notice of
Annual Meeting of Shareholders. However, if other matters properly come before
the meeting, it is the intention of the persons named in the enclosed form of
proxy to vote any proxies in accordance with their judgment.
The Company will bear the cost of preparing, assembling and mailing the
enclosed form of proxy, this Proxy Statement and other material which may be
sent to shareholders in connection with this solicitation. The Company will
reimburse persons holding shares in their names or in the names of nominees for
their expense in sending proxies and proxy material to their principals.
Copies of the 1999 Annual Report to Shareholders, which includes the
Company's Annual Report to the Securities and Exchange Commission (Form 10-KSB),
are being mailed to shareholders simultaneously with this Proxy Statement.
By order of the Board of Directors,
GREGORY J. WINSKY
Chairman and Chief Executive Officer
April 28, 2000
6
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VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
May 24, 2000
This Proxy Is Solicited On Behalf of the Board of Directors
The undersigned hereby appoints BARRY J. LIPSKY or GREGORY J. WINSKY,
or either of them, attorneys and proxies, with power of substitution and
revocation, to vote, as designated below, all shares of stock which the
undersigned is entitled to vote, with all powers which the undersigned would
possess if personally present, at the Annual Meeting of Shareholders (including
all adjournments thereof) of VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. to be
held on Wednesday, May 24, 2000 at 10:00 a.m. at One Franklin Plaza, Burlington,
New Jersey 08016. The Board of Directors recommends a vote FOR proposals 1 and
2.
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C> <C>
FOR all nominees WITHHOLD AUTHORITY Nominees: Barry J. Lipsky
- ---- ---- to vote for all nominees Gregory J. Winsky
Arnold D. Levitt
Edward H. Cohen
</TABLE>
Shareholders may withhold authority to vote for any nominee(s) by
writing the name of that nominee in the space provided below.
-------------------------------------------
2. APPROVAL of the appointment of auditors as set forth in the
accompanying Proxy Statement.
FOR AGAINST ABSTAIN
--- --- ---
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3. The proxy is authorized to transact such other business as may properly
come before the meeting.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is given, this
proxy will be voted FOR items 1 and 2 and in the discretion of said proxy on any
other matter which may come before the meeting or any adjournments thereof.
Dated: , 2000
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Print Name
-------------------------------
Signature
NOTE: When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee, custodian, guardian or corporate
officer, please give your full title as such. If a corporation, please sign full
corporate name by authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
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