-----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, FunJ06IxebRXVby/fut8nseowYhjlSOOwek4EJQlI8c3PdP1440fnFYmDBn0EX82 QbrZHCmW9idxBcj1q1kcPw== 0001005477-98-002985.txt : 19981030 0001005477-98-002985.hdr.sgml : 19981030 ACCESSION NUMBER: 0001005477-98-002985 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981029 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VOICE POWERED TECHNOLOGY INTERNATIONAL INC CENTRAL INDEX KEY: 0000890447 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 953977501 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45871 FILM NUMBER: 98733259 BUSINESS ADDRESS: STREET 1: 18425 BURBANK BLVD STE 508 CITY: TARZANA STATE: CA ZIP: 91356 BUSINESS PHONE: 8187571100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN ELECTRONIC PUBLISHERS INC CENTRAL INDEX KEY: 0000356841 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 222476703 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PLAZA CITY: BURLINGTON STATE: NJ ZIP: 08016 BUSINESS PHONE: 6093862500 MAIL ADDRESS: STREET 1: 122 BURBS ROAD STREET 2: 122 BURRS RD CITY: MT HOLLY STATE: NJ ZIP: 08060 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN COMPUTER CORP DATE OF NAME CHANGE: 19900510 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)(1) Voice Powered Technology International, Inc. ---------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share ---------------------------------------------------- (Title of Class of Securities) 92861H107 ---------------------------------------------------- (CUSIP Number) Gregory J. Winsky, Esq. c/o Franklin Electronic Publishers, Incorporated One Franklin Plaza Burlington Plaza, New Jersey 08016-4907 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 12, 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 |_|. (1) 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). CUSIP No. 61990317 Page 2 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Franklin Electronic Publishers, Incorporated 22-2476703 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group a. |_| b. |_| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds OO - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization State of Pennsylvania - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 74,196,288 Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 0 Person -------------------------------------------------------- With 9 Sole Dispositive Power 74,196,288 -------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 74,196,288 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 82.2% - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 is being filed to reflect the acquisition of additional shares as described in Items 3-6 and changes in the executive officers and directors of Franklin Electronic Publishers, Incorporated, a Pennsylvania corporation (the "Reporting Person"). Item 1. Not Applicable Item 2. Not Applicable Item 3. Source and Amount of Funds or Other Consideration. Effective as of May 12, 1998, pursuant to an Amended Disclosure Statement and Plan of Reorganization (the "Plan") which was filed by Voice Powered Technology International, Inc. (the "Issuer") and the Reporting Person with the United States Bankruptcy Court for the Central District of California under the provisions of Chapter 11 of the Bankruptcy Code, the Reporting Person was issued 72,196,288 shares (the "Shares") of the Issuer's Common Stock in exchange for the Reporting Person's pre-petition secured claim in the amount of $1,733,990. The Plan is attached hereto as Exhibit 1 and incorporated by reference in its entirety. Item 4. Purpose of Transaction. The Shares were acquired in accordance with the provisions of the Plan, which is attached hereto as Exhibit 1 and incorporated by reference in its entirety. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the Reporting Person owns beneficially 74,196,288 shares of Common Stock, or approximately 82.2% of the outstanding Common Stock, based on 90,245,360 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report filed with the Securities and Exchange Commission on August 19, 1998. (b) The Reporting Person has the sole power to vote or dispose of the Shares. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Plan is attached hereto as Exhibit 1 and incorporated by reference in its entirety. Item 7. Material to be Filed as Exhibits. Exhibit 1 -- Amended Disclosure Statement and Plan of Reorganization for Voice Powered Technology International, Inc. dated as of January 21, 1998. SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this instrument is true, complete and correct. Dated: October 23, 1998 FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED By /s/ Gregory J. Winsky -------------------------------- Name: Gregory J. Winsky Title: Senior Vice President and General Counsel SCHEDULE A
Position with Name and Franklin Electronic Present Principal Business Address Citizenship Publishers, Incorporated Occupation - ---------------- ----------- ------------------------- ---------- Edward H. Cohen U.S.A. Director Partner, Rosenman & Colin LLP Rosenman & Colin LLP 575 Madison Avenue New York, NY 10022 H. Andrew Cross U.S.A. Chief Executive Officer Chief Executive Officer and Franklin Electronic and President President of the Issuer Publishers, Incorporated One Franklin Plaza Burlington, NJ 08016 Bernard Goldstein U.S.A. Director Managing Director, Broadview Associates, L.P. Broadview Associates, L.P. 1 Bridge Plaza Ft. Lee, NJ 07024 Barry J. Lipsky U.S.A. Director and Executive Executive Vice President of Franklin Electronics Vice President the Issuer Publishers, Incorporated One Franklin Plaza Burlington, NJ 08016 Leonard M. Lodish U.S.A. Director Professor of Marketing, The Wharton School Wharton School of the University of Pennsylvania University of Pennsylvania Philadelphia, PA 19022 James Meister U.S.A. Director President and Chief Executive Kings' Supermarkets, Inc. Officer, Kings' Supermarkets, 2 Dedrick Place Inc. West Caldwell, NJ 07006
SCHEDULE A (continued) Howard L. Morgan U.S.A. Director President, Arca Group, Inc. Arca Group, Inc. 764 Mt. Moro Road Villanova, PA 19085 Jerry R. Schubel U.S.A. Director President, New England Aquarium New England Aquarium Central Wharf Boston, MA 02110 James H. Simons U.S.A. Director Chairman of the Board, Renaissance Technologies Renaissance Technologies Corp. Corp. 800 Third Avenue New York, NY 10022 William H. Turner U.S.A. Director President, PNC Bank, New Franklin Electronic Jersey Publishers, Incorporated One Franklin Plaza Burlington, NJ 08016 Gregory J. Winsky U.S.A. Senior Vice President Senior Vice President and Franklin Electronic and General Counsel General Counsel of the Issuer Publishers, Incorporated One Franklin Plaza Burlington, NJ 08016
Exhibit 1 -- Amended Disclosure Statement and Plan of Reorganization for Voice Powered Technology International, Inc. dated as of January 21, 1998 (Incorporated by reference to Exhibit 10.8 to the Voice Powered Technology International, Inc. Form 10-KSB for the fiscal year ended December 31, 1997). -----END PRIVACY-ENHANCED MESSAGE-----