-----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, OIqRpYS9vdo1TYHxFP4SuNQp733LrUb/aa8TGZJGC51aEaWLiGPAJCg67ygB9Czl HKESuetPKVSeWQQnE5hdAw== 0000905718-96-000083.txt : 19960312 0000905718-96-000083.hdr.sgml : 19960312 ACCESSION NUMBER: 0000905718-96-000083 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960311 SROS: NASD 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33865 FILM NUMBER: 96533407 BUSINESS ADDRESS: STREET 1: 14140 MIDWAY RD SUITE 100 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 2143800300 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: DIALOGIC CORP CENTRAL INDEX KEY: 0000899042 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 222476114 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1515 US RTE 10 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2019933000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5*) VOICE CONTROL SYSTEMS, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 92861B100 (CUSIP Number) Dialogic Corporation 1515 Route 10 Parsippany, New Jersey 07054 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 6, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G 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 this 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 less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-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). CUSIP No. 9261B100 ____________________________________________________________________________ (1) Name of Reporting Person (S.S. or I.R.S. Identification Nos. of Above Person): Dialogic Corporation 22-2476114 ___________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [ ] ___________________________________________________________________________ (3) SEC Use Only __________________________________________________________________________ (4) Source of Funds (See Instructions) N/A ___________________________________________________________________________ (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ___________________________________________________________________________ (6) Citizenship or Place of Organization: New Jersey ___________________________________________________________________________ Number of Shares (7) Sole Voting Power: 1,269,482 Beneficially Owned (8) Shared Voting Power: 0 by Each Reporting (9) Sole Dispositive Power: 1,269,482 Person With: (10) Shared Dispositive Power: 0 ___________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,269,482 ___________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ___________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11): 15.4% ___________________________________________________________________________ (14) Type of Reporting Person (See Instructions): CO ___________________________________________________________________________ SCHEDULE 13D/A AMENDMENT NO. 5 REPORTING PERSON: DIALOGIC CORPORATION ISSUER: VOICE CONTROL SYSTEMS, INC. CUSIP NO.: 92861B100 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In September 1991, Dialogic Corporation ("Dialogic") completed a series of agreements with a predecessor of Voice Control Systems, Inc. ("VCS") which, in relevant part, and as amended to date, resulted in Dialogic acquiring a convertible promissory note in the principal amount of $1,161,798.90 of VCS (the "Note"), which Note bears interest at a prime rate plus 2%. Interest is payable on the Note on September 20 of each year through maturity of the Note. The principal is payable in full on January 1, 1997. Under the Note, Dialogic may convert all or any part of the principal amount plus accrued interest outstanding into shares of Common Stock of VCS at a rate of one share for each $.9188 of principal and interest. The principal amount of the Note is convertible, at that rate, into 1,264,474 shares of VCS' Common Stock. As of December 31, 1995, accrued interest on the Note was convertible into an additional 37,890 shares, for a total of 1,302,364 shares (i.e., 1,264,474 shares plus 37,890 shares) of Common Stock which Dialogic has the right to acquire upon conversion of principal and interest on the Note as of December 31, 1995. In addition, VCS' predecessor previously granted to Dialogic an option, which gave Dialogic the right to acquire up to 914,231 shares of VCS Common Stock at an exercise price of $0.6125 per share (the "Option"). On February 14, 1996, Dialogic sold the Option in connection with the public offering of VCS Common Stock described in Item 4 below. From time to time, Dialogic has acquired shares of VCS Common Stock which it acquired upon conversion of interest payable on the Note. ITEM 4. PURPOSE OF TRANSACTION. VCS has filed a registration statement on Form SB-2 (No. 33- 64835), declared effective on February 8, 1996, describing an underwritten public offering of its Common Stock (the "Offering"). Dialogic (through a wholly-owned subsidiary) is reflected in that registration statement as a selling shareholder. Pursuant to an underwriting agreement (the "Underwriting Agreement"), on February 14, 1996, Dialogic sold in the Offering (i) its Option and (ii) an additional 85,769 shares of VCS Common Stock. Pursuant to the terms of the Underwriting Agreement, if the underwriters were to exercise their over-allotment option in full, Dialogic would be required to sell, upon exercise of such over-allotment option, a total of 150,000 shares of VCS Common Stock. On March 6, 1996, the underwriters exercised their over-allotment option in full and Dialogic sold (i) 117,118 shares of VCS Common Stock owned by it and (ii) 32,882 shares of VCS Common Stock which it had the right to acquire upon conversion of accrued interest under the Note. In order to satisfy the exercise of the over-allotment option, Dialogic converted all interest accrued through December 31, 1995. Such conversion resulted in the issuance of a total of 37,890 shares, of which 32,882 shares were sold to the underwriters upon exercise of the over-allotment option and the balance of 5,008 shares were issued directly to Dialogic. Other than as set forth above, Dialogic has no current plans or proposals with VCS which would relate to or result in any of the transactions described in Item 4 to Schedule 13D. ITEM 5. INTEREST AND SECURITIES OF THE ISSUER. (a) Aggregate Number: 1,269,482 shares; 15.4% To the best knowledge of Dialogic, none of the individuals listed in response to Item 2 beneficially own any securities of VCS. (b) Dialogic has the sole power to vote and dispose of the VCS securities which it beneficially owns. (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As a selling shareholder, Dialogic (through a wholly-owned subsidiary) executed the Underwriting Agreement. Dialogic has also executed a lock-up agreement restricting its ability to sell additional shares of VCS Common Stock for a period of 180 days after the Offering. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The Underwriting Agreement is incorporated herein by reference to Exhibit 1.1 to VCS' Registration Statement on Form SB-2 (No. 33-64835) referred to herein ITEM 8. 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. DIALOGIC CORPORATION March 8, 1996 By: /s/ Edward B. Jordan Edward B. Jordan Vice President and Chief Financial Officer Attention: Intentional misstatements or omissions or fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----