SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT #1 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Lernout & Hausipe Speech Products N.V.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
B5628B104
(CUSIP Number)
John Seethoff, Esq. With a copy to:
Microsoft Corporation Richard B Dodd, Esq.
One Microsoft Way Preston Gates & Ellis LLP
Redmond, WA 98052-6399 701 Fifth Avenue
(425) 882-8080 Suite 5000
Seattle, WA 98104
(206) 623-7580
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 26, 2001
(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 [_].
* 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.
-----------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Microsoft Corporation
91-1144442
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
STATE OF WASHINGTON
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SOLE VOTING POWER
7
NUMBER OF 1,882,024
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,882,024
PERSON
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,882,024
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.31%
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TYPE OF REPORTING PERSON
14
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Item 1. Security and Issuer
-------------------
This statement relates to the Common Stock, no par value (the "Common
Stock"), of Lernout & Hauspie Speech Products N.V. (the "Issuer").
The principal executive offices of the Issuer are located at Sint-
Krispijnstraat 7, 8900 Ieper, Belgium.
Item 2. Identity and Background
-----------------------
This statement is being filed by Microsoft Corporation ("Microsoft").
Microsoft is a corporation organized under the laws of the State of Washington
and conducts its principal business operations in Redmond, Washington at One
Microsoft Way, Redmond, Washington 98052-6399.
Microsoft develops, manufactures, markets, licenses, and supports a wide
range of software products, including operating systems for personal computers,
workstations, and servers; business and consumer programs for productivity,
reference, education, and entertainment; and software development tools.
Microsoft also offers an online service and markets personal computer books and
hardware, and is engaged in the research and potential development of advanced
technology software products.
Microsoft has not during the last five years been (i) convicted in a
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 and 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
-------------------------------------------------
Not applicable
Item 4. Purpose of Transaction
----------------------
Microsoft has disposed of 5,431,100 shares of Common Stock.
Except as otherwise set forth in this Item 4, Microsoft 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 Articles of Association, By-laws 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 inter-dealer 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.
Microsoft 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
------------------------------------
a. and b. 1,882,024 representing 1.31% as to which Microsoft has sole voting and
disposition power
On November 26, 2001, Microsoft sold 5,431,100 shares at $.019 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
---------------------------
Item 7. Materials to be Filed as Exhibits
---------------------------------
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
MICROSOFT CORPORATION
By /s/ John G. Connors
-------------------------
Signature
Senior Vice President;
Chief Financial Officer
November 29, 2001