<PAGE>
----------------------------------
OMB APPROVAL
----------------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form ..............14.90
----------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. _______)*
Accent Software International Ltd.
--------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares, NIS .01 nominal value per share
--------------------------------------------------------------------
(Title of Class of Securities)
MO1575105
--------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Patrick DeSchrijver, Esquire Lawrence M. Levy, Esquire
Lernout & Hauspie Speech Products N.V. Brown, Rudnick, Freed & Gesmer
Sint-Krispijnstraat 7 One Financial Center
8900 Ieper, BELGIUM Boston, MA 02111
Tel: 011 32 57 229500 Tel: 617 856 8200
--------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 9, 1998
--------------------------------------------------------------------
(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 [ ]. (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.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. MO1575105 PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lernout & Hauspie Speech Products N.V.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
BELGIUM
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 13,333,333
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 13,333,333
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
13,333,333
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
32.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Ordinary Shares NIS .01 nominal value per
share ("Ordinary Shares"), of Accent Software International, Ltd. (the
"Issuer").
The principal executive offices of the Issuer are located at 28 Pierre
Koenig Street, Jerusalem 91530 Israel.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Lernout & Hauspie Speech Products N.V.
("L&H"). L&H is a corporation organized under the laws of Belgium and conducts
its principal business operations in Ieper, Belgium (Sint-Krispijnstraat 7, 8900
Ieper, BELGIUM).
L&H develops, licenses and provides advanced multilingual speech and
language technologies, products and services. L&H operates its business in four
divisions: core speech technologies, dictation technologies, translation
services and language technologies.
L&H has not during the last five years been (i) convicted in any criminal
proceeding, or (ii) 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 judgment, decree or final order enjoining future violations
of, or prohibiting 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.
On June 9, 1998, L&H purchased 4,000 Series C preferred shares (the
"Preferred Shares") in exchange for $4 million pursuant to a Preferred Share
Purchase Agreement dated June 4, 1998 with the Issuer (the "Agreement"). The
Preferred Shares are convertible at any time into Ordinary Shares of the Company
based upon a per share price of $0.45 (up to a maximum aggregate amount of
8,888,889 Ordinary Shares). In addition, the Issuer is obligated under the
Agreement to grant, by September 4, 1998, warrants to purchase 4,444,444
Ordinary Shares. The warrants will expire five years from the date of grant and
will have an exercise price of $0.55 per share. The exercise price of the
warrants is subject to adjustment in the event that the Issuer's Ordinary Shares
are delisted from the Nasdaq SmallCap Market prior to December 4, 1998 and the
market price of the Ordinary Shares is less than $0.55 per share. In such an
event, the exercise price will be reset to equal the average closing price of
the Issuer's Ordinary Shares for the ten trading days following to the date of
delisting. As of the date of this report, the warrants have not been granted.
The source of L&H's consideration under the Agreement was L&H's working
capital. L&H did not acquire any of the Preferred Shares or rights to warrants
with borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION.
L&H acquired the Preferred Shares and rights to warrants as an investment.
The Issuer has filed a registration statement with the Securities and Exchange
Commission (the
Page 3 of 5
<PAGE>
"Commission") pursuant to the Agreement on behalf of L&H which registered for
resale by L&H up to 13,333,333 Ordinary Shares issuable to L&H upon conversion
of the Preferred Shares or upon exercise of the warrants (the "Underlying
Ordinary Shares"). L&H may sell Underlying Ordinary Shares from time to time in
the open market under the Registration Statement or in privately negotiated
transactions and may also enter into short sales, the purchase or sale of
derivative securities or other hedging transactions with broker/dealers or other
financial institutions. Transactions in respect of the Preferred Shares, the
warrants or the Underlying Ordinary Shares may be effected from time to time
based upon L&H's capital requirements, strategic planning and/or the market
price of the Ordinary Shares.
The Preferred Shares provide that they shall rank prior to all other shares
of the Issuer and that, in the future, the Issuer shall not grant rights to any
third party to the assets of the Issuer superior or equal to the preference
rights of the Preferred Shares without the prior approval of L&H. Holders of
the Preferred Shares shall be entitled to receive dividends, when and if
declared by the Issuer's Board of Directors, equal in amount per share to the
dividends paid on each Ordinary Share. Each share of the Preferred Shares shall
have the right to vote in all Issuer matters the number of Ordinary Shares into
which each share of the Preferred Shares would be convertible and shall vote as
a single class with the other outstanding Ordinary Shares. As long as the
holders of the Preferred Shares continue to hold any Preferred Shares or at
least 25% of the Ordinary Shares issued upon conversion of the Preferred Shares,
they shall be entitled, voting as a separate class, to elect one member of the
Issuer's Board of Directors.
The Agreement prohibits the Issuer from consenting to be acquired without
the prior approval of L&H. The Agreement also restricts the Issuer's ability to
extend loans, to invest in third parties, to incur indebtedness or to create new
employee equity plans. The Agreement requires the Issuer to apply half of the
proceeds from the sale of the Preferred Shares to the partial repayment of a
bank loan to the Issuer and requires the Issuer to attempt to convert the
balance of the bank loan into equity by September 4, 1998.
L&H has signed a license agreement and a distribution agreement with the
Issuer.
Except as otherwise set forth in this Item 4, L&H has no present intent or
proposals that relate to or would result in: (i) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to change the number
or term of Directors or to fill any vacancies on the Board; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer's business or corporate structure; (vii)
changes in the Issuer's Charter, Bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing a class of securities to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities association; (ix) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action
similar to those enumerated above.
Page 4 of 5
<PAGE>
L&H reserves the right to determine in the future whether to change the
purpose or purposes described above or whether to adopt plans or proposals of
the type specified above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On June 4, 1998, L&H and the Issuer entered into the Agreement, pursuant to
which L&H agreed to acquire 4,000 Preferred Shares for an aggregate purchase
price of $4 million and the Issuer agreed to grant to L&H warrants to purchase
4,444,444 Ordinary Shares at an exercise price of $0.55 per share. The
Preferred Shares are convertible into Ordinary Shares at a conversion price of
$0.45 per share (up to a maximum aggregate amount of 8,888,889 Ordinary Shares).
The acquisition of the Preferred Shares closed on June 9, 1998. L&H's
beneficial ownership of Ordinary Shares represents approximately 32.8% of the
Issuer's outstanding Ordinary Shares.
L&H has sole voting and dispositive power over the Preferred Shares,
warrants and Underlying Ordinary Shares.
L&H has not been a party to any transaction in the Ordinary Shares, other
than the Agreement, in the last sixty days. L&H knows of no other person that
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Underlying Ordinary Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None except the Agreement as described in Items 3, 4 and 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
June 18, 1998
-----------------------
(Date)
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
By: /s/ Patrick DeSchrijver
Patrick DeSchrijver
Vice President Legal
Page 5 of 5
