-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FxrCkRaq65XogbYJAArMgvibnz+OTdkjLFWbNmjt0ZUY6FLi30thzj9x2hKU8rpE kRE5dSbpnDN6m5ucfCq8+Q== 0000891836-99-000432.txt : 19990616 0000891836-99-000432.hdr.sgml : 19990616 ACCESSION NUMBER: 0000891836-99-000432 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990615 GROUP MEMBERS: KONINKLIJKE PHILIPS ELECTRONICS NV GROUP MEMBERS: PHILIPS ELECTRONICS NORTH AMERICA CORPORATION GROUP MEMBERS: VULCAN MERGER SUB, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VOICE CONTROL SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0000350899 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 751707970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-33865 FILM NUMBER: 99646629 BUSINESS ADDRESS: STREET 1: 14140 MIDWAY RD SUITE 100 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 9727261200 MAIL ADDRESS: STREET 1: 14140 MIDWAY ROAD STREET 2: SUITE 100 CITY: DALLAS STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: SCOTT INSTRUMENTS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE PHILIPS ELECTRONICS NV CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: REMBRANDT TOWER AMSTELPLEIN 1 STREET 2: 1096 HA AMSTERDAM CITY: THE NETHERLANDS MAIL ADDRESS: STREET 1: REMBRANDT TOWER AMSTELPLEIN 1 STREET 2: 1096 HA AMSTERDAM CITY: THE NETHERLANDS FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS ELECTRONICS N V DATE OF NAME CHANGE: 19930727 SC 14D1/A 1 AMENDMENT NO. 2 TO TENDER OFFER STATEMENT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- SCHEDULE 14D-1/A (AMENDMENT NO. 2) TENDER OFFER STATEMENT (PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------- VOICE CONTROL SYSTEMS, INC. (NAME OF SUBJECT COMPANY) VULCAN MERGER SUB, INC. a wholly owned subsidiary of PHILIPS ELECTRONICS NORTH AMERICA CORPORATION an indirectly owned subsidiary of KONINKLIJKE PHILIPS ELECTRONICS N.V. (ROYAL PHILIPS ELECTRONICS) (BIDDERS) COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 92861B100 (CUSIP NUMBER OF CLASS OF SECURITIES) WILLIAM E. CURRAN PRESIDENT 1251 AVENUE OF THE AMERICAS 20TH FLOOR NEW YORK, NEW YORK 10020 212-536-0500 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPIES TO: NEIL T. ANDERSON, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 (212) 558-4000 ================================================================================ This Amendment No. 2 is filed to supplement and amend the information set forth in the Tender Offer Statement on Schedule 14D-1 filed by Koninklijke Philips Electronics N.V., a company incorporated under the laws of The Netherlands ("Royal Philips"), Philips Electronics North America Corporation, a Delaware corporation ("Parent"), and Vulcan Merger Sub, Inc., a Delaware corporation (the "Purchaser"), on May 14, 1999 (the "Schedule 14D-1"), with respect to shares of Common Stock, par value $0.01 per share (the "Shares"), of Voice Control Systems, Inc., a Delaware corporation. Unless otherwise indicated, the capitalized terms used herein shall have the meanings specified in the Schedule 14D-1, including the Offer to Purchase filed as Exhibit (a)(1) thereto. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a)(10) Press release issued by Royal Philips, dated June 14, 1999, announcing the extension of the Expiration Date. 2 SIGNATURES After due 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. Dated: June 15, 1999 KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ Eric P. Coutinho ----------------------------------------- Name: Eric P. Coutinho Title: Director and Deputy Secretary PHILIPS ELECTRONICS HOLDING USA INC. By: /s/ William E. Curran ----------------------------------------- Name: William E. Curran Title: Senior Vice President-Finance PHILIPS ELECTRONICS NORTH AMERICA CORPORATION By: /s/ William E. Curran ----------------------------------------- Name: William E. Curran Title: Senior Vice President and Chief Financial Officer VULCAN MERGER SUB, INC. By: /s/ William E. Curran ----------------------------------------- Name: William E. Curran Title: President and Chief Executive Officer 3 EXHIBIT INDEX (a)(10) Press release issued by Royal Philips, dated June 14, 1999, announcing the extension of the Expiration Date. 4 EX-99.A.10 2 PRESS RELEASE, DATED 6/14/99 Exhibit (a)(10) Amsterdam, June 14, 1999 ROYAL PHILIPS EXTENDS TENDER OFFER FOR VOICE CONTROL SYSTEMS, INC. TO JUNE 18, 1999 87.9% OF ALL SHARES TENDERED Royal Philips Electronics of The Netherlands (AEX: PHI, NYSE: PHG) today announced that its wholly owned subsidiary, Vulcan Merger Sub, Inc., has extended until June 18, 1999 its tender offer for all of the outstanding shares of common stock of Voice Control Systems, Inc. (NASDAQ: VCSI). As of 12:00 midnight, Eastern time, on Friday, June 11, 1999, approximately 12,221,760 shares representing approximately 87.9% of the total outstanding VCS common stock had been validly tendered and not withdrawn pursuant to the tender offer, including 333,734 shares tendered pursuant to notices of guaranteed delivery. Philips is extending the offer in order to obtain over 90% of the outstanding VCS shares so that it may conduct an immediate "short form" merger under Delaware law to acquire the remaining shares. However, Philips does not intend to extend the offer further if it does not obtain 90%. In that case, Philips will initiate a regular merger process under Delaware law which is likely to take up to two months to complete. In either case, remaining shareholders who fail to tender their shares will not be paid until after the merger. As in the offer, shareholders will receive $4.00 per share in the merger. The tender offer commenced on May 14, 1999 and, as extended, is now scheduled to expire at 5:00 p.m., Eastern time, on Friday, June 18, 1999. Further information and a copy of the related Offer to Purchase may be obtained from the information agent for the offer: D.F. King & Co., Inc., 77 Water Street, New York, New York 10005; (212) 425-1685 (bankers and brokers); (800) 769-5414 (all others). For further information: Philips Media Relations: Alison Screeton tel: +31 20 59 77216 Voice Control Systems, Inc. Kim Terry tel: +1 972 726-1220 5 VCS is a leading speech software platform provider, offering vocabularies in over 50 languages with more than 2.5 million speech recognizers, including 500,000 in telecom, installed in 30 countries. Speech-driven applications using VCS products are used today in telecommunications, automotive and consumer electronics to enable computers and electronic devices to understand and process human speech. VCS is headquartered in Dallas, Texas, with regional offices in Cambridge, Massachusetts, San Jose, California, and Portsmouth, England. The company's stock is traded on the Nasdaq national market system under the symbol VCSI. For more information visit the company's web site at www.voicecontrol.com. Philips Speech Processing is a pioneer and one of the global market leaders in speech recognition, natural dialogue and language understanding technologies. A developer of voice enabled telephony applications, Royal Philips has a large installed base of speech recognition and natural dialogue systems in Europe and is a major speech technology provider in North America. Its natural dialogue platform Speech Mania and Speech Pearl speech recognition engines are used for banking, travel, auto attendants speech portals and white and yellow pages automation. Royal Philips has more than 40 years experience in the development and marketing of speech products and developed the first commercially available PC based natural, continuous speech recognition engine for speech to text applications in 1993. Royal Philips' line of end user software (Freespeech 98 and Freespeech 2000 for SOHO and consumer markets, and SpeechPro for the professional dictation users) is available in 16 languages and its Vocon Speech Recognizer for embedded systems has been successfully integrated in consumer electronics products and devices. Royal Philips has set up speech solutions design centers around the globe, supporting R&D and the establishment of industry standards, and is a member in various standardization bodies such as ECTF, SAPI, HAVI, HOMEAPI, VXML, W3C and Voice Times. For Royal Philips' speech processing and speech recognition business, visit: www.speech.philips.com. ROYAL PHILIPS ELECTRONICS OF THE NETHERLANDS IS ONE OF THE WORLD'S BIGGEST ELECTRONICS COMPANIES AND EUROPE'S LARGEST, WITH SALES OF US$33.9 BILLION IN 1998. IT IS A GLOBAL LEADER IN COLOR TELEVISION SETS, LIGHTING, ELECTRIC SHAVERS, COLOR PICTURE TUBES FOR TELEVISIONS AND MONITORS, AND ONE-CHIP TV PRODUCTS. ITS 228,800 EMPLOYEES IN MORE THAN 60 COUNTRIES ARE ACTIVE IN THE AREAS OF LIGHTING, CONSUMER ELECTRONICS, DOMESTIC APPLIANCES, COMPONENTS, SEMICONDUCTORS, MEDICAL SYSTEMS, BUSINESS ELECTRONICS, AND IT SERVICES (ORIGIN). ROYAL PHILIPS IS QUOTED ON THE NYSE, LONDON, FRANKFURT, AMSTERDAM AND OTHER STOCK EXCHANGES. NEWS FROM ROYAL PHILIPS IS LOCATED AT WWW.NEWS.PHILIPS.COM. 6 -----END PRIVACY-ENHANCED MESSAGE-----