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EXHIBIT 10.6.1
SECURITY AGREEMENT
SECURITY AGREEMENT (this "Agreement"), dated as of March 10, 1997,
between VOICE POWERED TECHNOLOGY INTERNATIONAL, INC., a California corporation
(the "Debtor"), and FRANKLIN ELECTRONIC PUBLISHERS, INC., a Pennsylvania
corporation (the "Secured Party").
WITNESSETH:
WHEREAS, the Secured Party and the Debtor have entered into a Letter of
Intent dated February 25, 1997, (the "Letter of Intent");
WHEREAS, pursuant to the Letter of Intent, the Secured Party has made a
$500,000 loan to the Debtor and the Debtor has issued a Promissory Note (the
"Note") of even date herewith to the Secured Party; and
WHEREAS, in order to induce the Secured Party to make the loan described
in the Note and to secure the Debtor's performance and payment under the Note,
the Debtor has agreed to execute this Agreement.
NOW THEREFORE, the parties hereto agree as follows:
1. Security Interest. As collateral security for the prompt and
complete payment and performance when due of its obligations under the Note and
the prompt performance and observance of all the covenants contained therein
and in this Agreement, the Debtor hereby grants to the Secured Party a
continuing security interest in and lien on all of the Debtor's right, title
and interest in, to and under all of the Debtor's assets (collectively, the
"Collateral"), including all accessions to the Collateral, substitutions and
replacements thereof, now owned or existing and hereafter acquired, created or
arising, and all products and proceeds thereof (including, without limitation,
claims of the Debtor against third parties for loss or damage to or destruction
of any Collateral), including, without limitation, all of the Debtor's right,
title and interest in, to and under, the following:
(a) all equipment in all of its forms, wherever located, now or
hereafter existing, including, but not limited to, all fixtures and all
parts thereof and all accessions thereto;
(b) all inventory in all of its forms, wherever located, now or
hereafter existing, including, but not
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limited to, (i) all raw materials, work in process and finished products,
intended for sale or lease or to be furnished under contracts of service in the
ordinary course of business, of every kind and description; (ii) goods in which
the Debtor has an interest in mass or a joint or other interest or right of any
kind (including, without limitation, goods in which the Debtor has an interest
or right as consignee); and (iii) goods which are returned to or repossessed by
the Debtor, and all accessions thereto and products thereof and documents
(including, without limitation, all warehouse receipts, negotiable documents,
bills of lading and other title documents) therefor;
(c) all accounts, contract rights, chattel paper,
instruments, letters of credit, deposit accounts, insurance policies, general
intangibles (including, without limitation, all pension reversions, tax
refunds, and intellectual property) and other obligations of any kind, now or
hereafter existing, whether or not arising out of or in connection with the
sale or lease of goods or the rendering of services, and all rights now or
hereafter existing in and to all security agreements, leases, and other
contracts securing or otherwise relating to any such accounts, contract rights,
chattel paper, instruments, letters of credit, deposit accounts, insurance
policies, general intangibles or other obligations;
(d) all original works of authorship fixed in any
tangible medium of expression, all mask works fixed in a chip product, all
right, title and interest therein and thereto, and all registrations and
recordings thereof, including, without limitation, applications, registrations
and recordings in the United States Copyright Office or any other country or
any political subdivision thereof, all whether now or hereafter owned or
licensable by the Debtor, and all extensions or renewals thereof;
(e) all letters patent, design and plant patents, utility
models, industrial designs, interior certificates and statutory invention
registrations of the United States or any other country, and all registrations
and recordings thereof, including, without limitation, applications,
registrations and recordings in the United States Patent and Trademark office
or any other country or any political subdivision thereof, all whether now or
hereafter owned or licensable by the Debtor, and all reissues, continuations,
continuations-in-part, tern restorations or extensions thereof;
(f) all trademarks, trade names, trade styles, service
marks, prints and labels on which said trademarks, trade names, trade styles
and service marks have appeared or
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appear, designs and general intangibles of like nature, now existing or
hereafter adopted or acquired, all right, title and interest therein and
thereto, and all registrations and recordings thereof, including, without
limitation, applications, registrations and recordings in the United States
Patent and Trademark Office or in any similar office or agency of the United
States, any State thereof, or any other country or any political subdivision
thereof, all whether now or hereafter owned or licensable by the Debtor, and
all reissues, extensions or renewals thereof;
(g) all other goods and personal property, whether
tangible or intangible, or whether now owned or hereafter acquired and wherever
located; and
(h) all proceeds of every kind and nature, including
proceeds of proceeds, of any and all of the foregoing Collateral (including,
without limitation, proceeds which constitute property of the types described
in clauses (a) through (g) of this paragraph 1) and, to the extent not
otherwise included, all (i) payments under insurance or any indemnity, warranty
or guaranty, payable by reason of loss or damage to or otherwise with respect
to any of the foregoing Collateral and (ii) money and cash.
2. Representations and Warranties. The Debtor hereby represents
and warrants that:
(a) Except for the security interest granted pursuant to
this Agreement and as set forth on Schedule A hereto, the Debtor is the sole
owner of the Collateral, having good and valid title thereto, free and clear of
any and all liens and encumbrances.
(b) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby to be performed by the
Debtor have been duly and validly authorized by the Board of Directors of the
Debtor and no other corporate proceedings on the part of the Debtor are
necessary to authorize this Agreement or to consummate the transactions so
contemplated. The Debtor has all corporate power and authority to execute and
deliver this Agreement, to consummate the transactions hereby contemplated and
to take all other actions required to be taken by it pursuant to the provisions
hereof; and, this Agreement is the legal, valid and binding obligation of the
Debtor, enforceable against the Debtor in accordance with its terms.
(c) No consent, approval, authorization or notification
of, or declaration, filing or registration with, any governmental entity is
required on behalf of or on the part of the Debtor in connection with the
execution, delivery, or performance of this Agreement and the consummation of
the
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transactions contemplated hereby by the Debtor. Neither the execution and
delivery of this Agreement by the Debtor nor the consummation of the
transactions hereby contemplated to be performed by the Debtor will (i)
constitute any violation or breach of the Certificate of Incorporation or
By-Laws of the Debtor, (ii) violate, or constitute a default under, or permit
the termination or acceleration of the maturity of, any indebtedness for
borrowed money of the Debtor, (iii) violate, or constitute a default under, or
permit the termination of, any license, contract, lease or other instrument to
which the Debtor is a party or by which the Debtor or any of its properties is
subject or by which any of them is bound, or (iv) violate any order, writ,
injunction, decree, statute, rule or regulation, governmental license or
permit, to which the Debtor or any of its properties is subject or by which any
of them is bound.
(d) Schedule B hereto sets forth the location(s) where the
books and accounts of the Debtor are maintained and where the Collateral is
used, stored or located.
3. Covenants. The Debtor hereby covenants as follows:
(a) The Debtor shall pay all expenses and reimburse the
Secured Party for any expenditure, including reasonable attorneys' fees,
including attorneys' fees incurred in any appellate or insolvency proceedings,
in connection with the Secured Party's exercise of its rights and remedies
herein or contained in the Note.
(b) The Debtor shall execute and deliver, or cause to be
executed and delivered, to the Secured Party those documents and agreements,
including without limitation, Uniform Commercial Code financing statements, and
shall take or cause to be taken those actions that the Secured Party may, from
time to time, reasonably request to carry out the terms and conditions of this
Agreement and the Note.
(c) Except as set forth on Schedule A hereto, the Debtor
shall not assign, convey, sell, mortgage, pledge, hypothecate, transfer,
encumber or otherwise dispose of, or grant a security interest in, the
Collateral or any interest therein, or enter into an agreement to do so,
without the prior written consent of the Secured Party.
(d) The Debtor will not change its name, identity or
organizational structure in any manner which might make any financing or
continuation statement filed in connection herewith seriously misleading within
the meaning of section 9-402(7) of the UCC (as hereinafter defined), or any
other then applicable provision of the UCC unless the Debtor shall have given
the Secured Party at least 30 days' prior written notice thereof and shall have
taken all action necessary or reasonably requested by
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the Secured Party to amend such financing statement or continuation statement
so that it is not seriously misleading. Except as set forth on Schedule B
hereto, the Debtor will not change its principal place of business or remove
its records from such place unless the Debtor shall have given the Secured
Party at least 30 days' prior written notice thereof and shall have taken such
action as is necessary to cause the security interest of the Secured Party in
the Collateral to continue to be perfected. The Collateral shall not be used,
stored or located at any location except such locations as are specified in
Schedule B hereto without the prior written consent of the Secured Party.
4. Continuing Security Interest. This Agreement shall create a
continuing security interest in the Collateral securing the Debtor's
obligations under the Note and shall (a) remain in full force and effect until
the payment in full of the Debtor's obligations under and pursuant to the terms
of the Note, (b) be binding upon the Debtor and its successors and assigns and
(c) inure to the benefit of the Secured Party and its successors, transferees
and assigns. Upon the termination of the security interest created hereby
pursuant to clause (a) above, the Secured Party shall, at the Debtor's request
and expense, deliver to the Debtor a release of all security interests granted
by the Debtor to the Secured Party pursuant to this Agreement.
5. Realization Upon Collateral. If the Debtor shall fail to
perform any of its obligations under the Note when due (an "Event of Default"),
the Secured Party shall have all of the rights of a secured party under the
Uniform Commercial Code as in effect in the State of New Jersey (the "UCC"),
including, without limitation, the right to sell the Collateral at public or
private sale for cash or credit and on such terms as the Secured Party deems
reasonable. The Secured Party shall apply the proceeds of any realization on
the whole or any part of the Collateral after deducting all of its reasonable
expenses and costs incurred in collection and realization (including, without
limitation, reasonable counsel's fees and expenses) to the payment of the
Debtor's obligations under the Note; the balance, if any, of such proceeds shall
be paid to Debtor.
6. The Secured Party's Appointment as Attorney-in-Fact.
(a) The Debtor hereby irrevocably constitutes and
appoints the Secured Party and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Debtor and in the name of the
Debtor or in its own name, from time to time in the Secured Party's discretion,
for the purpose of carrying out the terms of this Agreement, to take any and
all appropriate action and to execute and deliver any and
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all documents and instruments which may be reasonably necessary or desirable to
accomplish the purposes of this Agreement.
(b) The Secured Party agrees that, except upon the
occurrence and during the continuation of an Event of Default and until any
necessary consents have been obtained, it will forbear from exercising the
power of attorney or any rights granted to the Secured Party pursuant to this
Section 6. The Debtor hereby ratifies, to the extent permitted by law, all that
said attorney shall lawfully do or cause to be done by virtue hereof. The
power of attorney granted pursuant to this Section 6 is a power coupled with an
interest and shall be irrevocable until the Note is paid in full.
(c) The powers conferred on the Secured Party hereunder
are solely to protect the Secured Party's interests in the Collateral and shall
not impose any duty upon it to exercise any such powers. The Secured Party
shall be accountable only for amounts that it actually receives as a result of
the exercise of such powers and neither it nor any of its officers, directors,
employees or agents shall be responsible to the Debtor for any act or failure
to act, except for its own gross negligence or willful misconduct.
7. Severability and Enforceability. If any of the provisions of
this Agreement, or the application thereof to any person or circumstance shall,
to any extent, be invalid or unenforceable, the remainder of this Agreement, or
the application of such provision or provisions to persons or circumstances
other than those to whom or which it is held invalid or unenforceable, shall
not be affected thereby and every provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.
8. Governing Law; Severability. This Agreement shall be governed
by and construed in accordance with the laws of the State of New Jersey,
without giving effect to principles of conflicts of law. Any action or
proceedings to enforce or arising out of this Agreement may be commenced in any
court of the State of New Jersey or in the United States District Court for the
District of New Jersey. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
9. Notices. (a) All notices or other communications to be given
pursuant to this Agreement shall be in writing and shall be deemed sufficiently
given on (i) the day on which delivered personally or by telecopy (with prompt
confirmation by mail)
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during a business day to the appropriate location listed as the address below,
(ii) three business days after the posting thereof by United States registered
or certified first class mail, return receipt requested with postage and fees
prepaid, or (iii) one business day after deposit thereof for overnight
delivery. Such notices or other communications shall be addressed
respectively:
As to the Debtor: Voice Powered Technology,
International, Inc.
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxxxx Xxxxx
Vice President
Telecopy No.: (000) 000-0000
with a copy to: Xxx, Castle & Xxxxxxxxx LLP
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxxx, Esq.
Telecopy No.: (000) 000-0000
As to the Secured Party: Franklin Electronic Publishers, Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
Attention: Xx. Xxxxxxx X. Xxxxxx
Senior Vice President
Telecopy No.: (000) 000-0000
with a copy to: Rosenman & Colin LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxx, Esq.
Telecopy No.: (000) 000-0000
or to any other address or telecopy number which such party may have
subsequently communicated to the other parties in writing.
10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be
an original and all of which when taken together shall constitute one and the
same instrument.
11. Captions. The captions in this Agreement are for convenience
only, and in no way limit or amplify the provisions hereof.
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IN WITNESS WHEREOF, the undersigned have executed this document as of
the date first above written.
FRANKIN ELECTRONIC
PUBLISHERS, INC.
By: /s/ [SIGNATURE]
------------------------------
Name: [NAME]
Title: SR. VP.
VOICE POWERED TECHNOLOGY
INTERNATIONAL, INC.
By: /s/ [SIGNATURE]
------------------------------
Name: [NAME]
Title: VICE PRES.
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Schedule A
Permitted Liens
See the liens on the Debtor's property described in the attached financing
statements in favor of (i) Crown Credit Company, (ii) VPT/KBK Acceptance
Corporation, and (iii) Telogy, Inc.
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SCHEDULE B
LOCATION OF BOOKS AND RECORDS AND COLLATERAL
I. LOCATION OF BOOKS AND RECORDS
(a) CORPORATE OFFICES THROUGH MARCH 31, 1997:
00000 XXXXXXX XXXXXXXXX, XXXXX 0000
XXXXXXX XXXX, XXXXXXXXXX 00000
PHONE: 000-000-0000
FAX: 000-000-0000
(b) CORPORATE OFFICES EFFECTIVE APRIL 1, 1997:
00000 XXXXXXX XXXXXXXXX, XXXXX 000-000 XXXXXXX, XXXXXXXXXX 00000
II. LOCATION OF INVENTORY AND OTHER COLLATERAL
(a) SERVICE CENTER
00000 XXXXXXX XXXXXX
XXXXXXXXXX, XXXXXXXXXX 00000
(b) WAREHOUSE - U.S.
XXXXXXX DATA
00000 XXXXXXX XXXX
XXXXX XXXXXXXXX, XXXXXXXXXX 00000
(c) WAREHOUSE - EUROPE
PRECISION FULFILLNENT SERVICES
XXXXXXXXXXXXXX 00, 0000 XX XXXX (I)
POSTBUS 1661, 6201
BR MAASTRICHT, HOLLAND
11
This FINANCING STATEMENT is presented for filing and will remain effective with
certain exceptions for a period of five years from the date of filing pursuant
to section 9403 of the California Uniform Commercial Code.
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1. DEBTOR LAST NAME FIRST IF AN INDIVIDUAL: 1A. SOCIAL SECURITY OR FEDERAL TAX NO.
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
-----------------------------------------------------------------------------------------------------------------------------------
1B. XXXXXXX XXXXXXX 0X. XXXX, XXXXX 0X. XXX CODE
00000 XXXXXXX XXXX. XXXXX 0000 XXXXXXX XXXX, XX 00000
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2. ADDITIONAL DEBTOR (IF ANY) LAST NAME FIRST--IF AN INDIVIDUAL 2A. SOCIAL SECURITY OR FEDERAL TAX NO.
-----------------------------------------------------------------------------------------------------------------------------------
2B. XXXXXXX XXXXXXX 0X. XXXX, XXXXX 0X. XXX CODE
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3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3A. FEDERAL TAX NUMBER
===================================================================================================================================
4. SECURED PARTY 4A. SOCIAL SECURITY NO. FEDERAL TAX NO.
OR BANK TRANSIT AND ???? NO.
NAME TELEOGY, INC.
MAILING ADDRESS 00000 XXXXXXXX XXXXX 00-0000000
XXXX XXXXX XXXXX XXXXX XX ZIP CODE 94025
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5. ASSIGNEE OF SECURED PARTY (IF ANY) 5A. SOCIAL SECURITY NO. FEDERAL TAX NO.
OR BANK TRANSIT AND ???? NO.
NAME
MAILING ADDRESS
CITY STATE ZIP CODE
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6. This FINANCING STATEMENT covers the following types or items of property (include description of real property on which located
and owner of record when required by instruction 4).
ITEM
(1) CROWN MODEL 30WRTL-150 WALKIE PALLET TRUCK NEW
3000 LBS. CAPACITY, 24 VOLT ELECTRICAL SYSTEM
S/N: 1A133099
(2) TROJAN 12-85-13 BATTERY INDUSTRIAL TYPE NEW
510 AH LEAD ACID
S/N: 34805
(3) HOBART 540B1-12R/350C CHARGER INDUSTRIAL TYPE NEW
320 SINGLE PHASE
S/N: 29??69
EQUIPMENT BEING FINANCED FOR 36 MONTHLY PAYMENTS.
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7B. DEBTOR(S) SIGNATURE NOT REQUIRED IN ACCORDANCE WITH
INSTRUCTION ITEM: (illegible) 5.00
7. CHECK [X] 7A. PRODUCTS OF COLLATERAL
IF APPLICABLE [X] ARE ALSO COVERED [ ] (1) [ ] (2) [ ] (3) [ ] (4)
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8. CHECK [X]
IF APPLICABLE [ ] DEBTOR IS A "TRANSMITTING UTILITY" IN ACCORDANCE WITH UCC 1.2105.????
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9. DATE C 10 THIS SPACE FOR USE OF FILING OFFICER
[SIG] O (DATE, TIME, FILE NUMBER AND FILING OFFICER)
5/5/93 D
SIGNATURE(S) OF DEBTOR(S) E
---------------------------------------------------------------
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
1
???????? NAME(S) OF DEBTOR(S)
--------------------------------------------------------------- 2
[SIG]
3
SIGNATURE(S) OF ??????? ?????
--------------------------------------------------------------- 4
XXXXX XXXXXX - FINANCE COORDINATOR
CROWN CREDIT COMPANY
5
TYPE OR PRINT NAME(S) OF SECURED PARTY(IES) 93180708
--------------------------------------------------------------- 6 FILED
??? Return copy to: SACRAMENTO, CALIF.
1993 SEP. 3
7 MARCH XXXX EU
NAME: DATA FTIS SERVICES, INC. 8
ADDRESS: X.X. XXX 000
CITY: VAN NUYS
STATE: CA 9
ZIP CODE: 91408-0275
0
-----------------------------------------------------------------------------------------------------------------------------------
FORM UCC ????
APPROVED BY THE XXXXXXXXX XX XXXXX
00
XXXXX XX XXXXXXXXXX
This FINANCING STATEMENT is presented for filing and will remain effective, with certain exceptions, for five years
from the date of filing, pursuant to section 9403 of the California Uniform Commercial Code.
-----------------------------------------------------------------------------------------------------------------------------------
1. DEBTOR LAST NAME FIRST IF AN INDIVIDUAL: 1A. SOCIAL SECURITY OR FEDERAL TAX NO.
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. 00-0000000
-----------------------------------------------------------------------------------------------------------------------------------
1B. MAILING ADDRESS (Additional addresses of Debtor set forth 1C. CITY, STATE 1D. ZIP CODE
on Exhibit A attached hereto)
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxxxx Xxxx, XX 00000
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2. ADDITIONAL DEBTOR (IF ANY) LAST NAME FIRST--IF AN INDIVIDUAL 2A. SOCIAL SECURITY OR FEDERAL TAX NO.
-----------------------------------------------------------------------------------------------------------------------------------
2B. XXXXXXX XXXXXXX 0X. XXXX, XXXXX 0X. XXX CODE
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3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3A. FEDERAL TAX NUMBER
===================================================================================================================================
4. SECURED PARTY 4A. SOCIAL SECURITY NO. FEDERAL TAX NO.
OR BANK TRANSIT AND ???? NO.
NAME VPT/KBK ACCEPTANCE CORPORATION
MAILING XXXXXXX X.X. XXX 0000
XXXX Xxxx Xxxxx XXXXX Xxxxx ZIP CODE 76101
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5. ASSIGNEE OF SECURED PARTY (IF ANY) 5A. SOCIAL SECURITY NO. FEDERAL TAX NO.
OR BANK TRANSIT AND ???? NO.
NAME
MAILING ADDRESS
CITY STATE ZIP CODE
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6. This FINANCING STATEMENT covers the following types or items of property (include description of real property on which located
and owner of record when required by instruction 4).
ALL ACCOUNTS AND INVENTORY NOW OWNED OR EXISTING AS WELL AS ANY AND ALL THAT MAY HEREAFTER ARISE OR BE ACQUIRED BY DEBTOR, AND ALL
THE PROCEEDS AND PRODUCTS THEREOF, AND ALL RETURNED OR REPOSSESSED GOODS ARISING FROM OR RELATING TO ANY SUCH ACCOUNTS, OR OTHER
PROCEEDS OF ANY SALE OR OTHER DISPOSITION OF INVENTORY, ALL CONTRACTS, CONTRACT RIGHTS, NOTES, DRAFTS, ACCEPTANCES, DOCUMENTS,
INSTRUMENTS, GENERAL INTANGIBLES AND CHATTEL PAPER.
COUNTER RECEIPT
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7. CHECK [ X ] 7A. [ X ] PRODUCTS OF COLLATERAL 7B. DEBTOR(S) SIGNATURE NOT REQUIRED IN ACCORDANCE WITH
IF APPLICABLE ARE ALSO COVERED INSTRUCTION ITEM:
[ ] (1) [ ] (2) [ ] (3) [ ] (4)
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8. CHECK [ X ]
IF APPLICABLE [ ] DEBTOR IS A "TRANSMITTING UTILITY" IN ACCORDANCE WITH UCC 1.2105.
-----------------------------------------------------------------------------------------------------------------------------------
9. DATE August 14, 1996 C 10. THIS SPACE FOR USE OF FILING OFFICER
[SIG] O (DATE, TIME, FILE NUMBER AND FILING OFFICER)
SIGNATURE(S) OF DEBTOR(S) D
--------------------------------------------------------------- E
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. 9623361031
1
NAME(S) OF DEBTOR(S)
--------------------------------------------------------------- 2
[SIG]
3
SIGNATURE(S) OF SECURED PARTY(IES) FILED
--------------------------------------------------------------- 4 SACRAMENTO, CA
AUG 20, 1996 AT 1406
VPT/KBK ACCEPTANCE CORPORATION
5 XXXX XXXXX
TYPE OR PRINT NAME(S) OF SECURED PARTY(IES) SECRETARY OF STATE
--------------------------------------------------------------- 6
Return copy to:
NAME: P6-0000-058-2 7
ADDRESS: CALIFORNIA LENDERS' & ATTORNEYS' SERVICES
CITY: 0000 X XXXXXX, XXXXX 000 0
XXXXX: XXXXXXXXXX, XXXXXXXXXX 00000 (916) 447-6237
ZIP CODE: TOLL FREE IN CALIFORNIA ONLY: (000) 000-0000
9
Account Number 1779
----------- =============== 0
FILING OFFICER COPY FORM UCC:
Approved by the Secretary of State
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13
846515-41
This FINANCING STATEMENT is presented for filing and will remain effective with
certain exceptions for a period of five years from the date of filing pursuant
to section 9403 of the California Uniform Commercial Code
-----------------------------------------------------------------------------------------------------------------------------------
1. DEBTOR LAST NAME FIRST IF AN INDIVIDUAL: 1A. SOCIAL SECURITY OR FEDERAL TAX NO.
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
-----------------------------------------------------------------------------------------------------------------------------------
1B. XXXXXXX XXXXXXX 0X. XXXX, XXXXX 0X. XXX CODE
00000 XXXXXXX XXXX. XXXXX 0000 XXXXXXX XXXX, XX 00000
-----------------------------------------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR (IF ANY) LAST NAME FIRST--IF AN INDIVIDUAL 2A. SOCIAL SECURITY OR FEDERAL TAX NO.
-----------------------------------------------------------------------------------------------------------------------------------
2B. XXXXXXX XXXXXXX 0X. XXXX, XXXXX 0X. XXX CODE
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3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3A. FEDERAL TAX NUMBER
===================================================================================================================================
4. SECURED PARTY 4A. SOCIAL SECURITY NO. FEDERAL TAX NO.
OR BANK TRANSIT AND ???? NO.
NAME TELEOGY, INC.
MAILING ADDRESS 0000 XXXXXXXX XXXXX 00-0000000
XXXX XXXXX XXXX XXXXX XX ZIP CODE 94025
-----------------------------------------------------------------------------------------------------------------------------------
5. ASSIGNEE OF SECURED PARTY (IF ANY) 5A. SOCIAL SECURITY NO. FEDERAL TAX NO.
OR BANK TRANSIT AND ???? NO.
NAME
MAILING ADDRESS
CITY STATE ZIP CODE
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6. This FINANCING STATEMENT covers the following types or items of property (include description of real property on which located
and owner of record when required by instruction 4).
Qty 1 - HP 85024A High Freq. Probe 3GHZ s/n 2801A05624 "Together with all attachments and replacements thereof provided under
lease accomodations by Telogy, Inc. This financing statement is filed in connection with a lease of goods between the Secured Party
as Lessor, and the Debtor as Lessee." RA# 282038-001 "Together with all attachments and replacements thereof provided under lease
accomodations by Telogy, Inc. This financing statement is filed in connection with a lease of goods between the Secured Party as
Lessor, and the Debtor as Lessee." RA # 282038
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7B. DEBTOR(S) SIGNATURE NOT REQUIRED IN ACCORDANCE WITH
INSTRUCTION 5 ??? ITEM: 5.00
7. CHECK [X] 7A. PRODUCTS OF COLLATERAL
IF APPLICABLE [ ] ARE ALSO COVERED [ ] (1) [ ] (2) [ ] (3) [ ] (4)
-----------------------------------------------------------------------------------------------------------------------------------
8. CHECK [X]
IF APPLICABLE [ ] DEBTOR IS A "TRANSMITTING UTILITY" IN ACCORDANCE WITH UCC 1.2105.????
-----------------------------------------------------------------------------------------------------------------------------------
9. DATE C 10 THIS SPACE FOR USE OF FILING OFFICER
[SIG] O (DATE, TIME, FILE NUMBER
D AND FILING OFFICER)
SIGNATURE(S) OF DEBTOR(S) E
---------------------------------------------------------------
ATTORNEY-IN-FACT 9627460960
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
1
???????? NAME(S) OF DEBTOR(S)
--------------------------------------------------------------- 2
FILED
[SIG] SACRAMENTO, CA
3 SEP 26, 1996 AT 0800
SIGNATURE(S) OF ??????? ?????
--------------------------------------------------------------- 4 XXXX XXXXX
XXXXX XXXXXX - FINANCE COORDINATOR SCRETARY OF STATE
CROWN CREDIT COMPANY
5
TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)
--------------------------------------------------------------- 6
??? Return copy to:
7
NAME: DATA FILM SERVICES, INC. 8
ADDRESS: X.X. XXX 000
CITY: VAN NUYS
STATE: CA 9
ZIP CODE: 91408-0275
0
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FORM UCC ????
APPROVED BY THE SECRETARY OF STATE
