content: <PAGE>   1
  
  
        As Filed With The Securities and Exchange Commission on June 2, 1998
  
                                                             Registration No. 333-
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
  
  
                             VOICE CONTROL SYSTEMS, INC.
  
                 (Exact name of issuer as specified in its charter)
  
           Delaware                                       75-1707970
   (State of incorporation)                   (I.R.S. employer identification no.)
  
     14140 Midway Road, Suite 100
             Dallas, Texas                                    75244
  (Address of principal executive office)                   (Zip code)
  
  
  
           Voice Control Systems, Inc. 1998 Employee Stock Purchase Plan
                              (Full title of the plan)
  
  
     Peter J. Foster, President                         Bruce H. Hallett
     Voice Control Systems, Inc.                    Crouch & Hallett, L.L.P.
    14140 Midway Road, Suite 100                717 N. Harwood Street, Suite 1400
        Dallas, Texas 75244                            Dallas, Texas 75201
          (972) 726-1200                                 (214) 953-0053
  
  
           (Names, addresses and telephone numbers, including area codes,
                               of agents for service)
  
  
  
  APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS: Sales
  to the purchasers of securities proposed to be registered hereunder will occur
  from time to time after the effective date of this Registration Statement.
  
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  
                                              Proposed Maximum      Proposed Maximum
  Title of Securities       Amount to be          Offering             Aggregate             Amount of
   to be Registered          Registered       Price Per Share        Offering Price       Registration Fee*
  ---------------------------------------------------------------------------------------------------------
  <S>                       <C>                   <C>               <C>                   <C>      
  Common Stock,
  $0.01 par value           1,300,000 Shs.        $3.09             $4,017,000            $1,186.00
  </TABLE>
  
  * Estimated solely for purposes of calculating the registration fee, which has
  been computed in accordance with Rule 457(h), based on the average high and low
  prices of the registrant's Common Stock on June 1, 1998, as reported on the
  Nasdaq National Market.
  
  
  
  <PAGE>   2
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  
           The documents listed (i) through (iii) below are hereby incorporated by
  reference into this Registration Statement. All documents subsequently filed by
  the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 (the "1934 Act") prior to filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of filing
  of such documents.
  
           (i) The registrant's latest annual report filed pursuant to Section 13
  or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 424(b)
  or under the Securities Act of 1933, as amended, (the "1933 Act"), which
  contains, either directly or by incorporation by reference, certified financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
           (ii) All other reports filed pursuant to Section 13(a) and 15(d) of the
  1934 Act since the end of the fiscal year covered by the annual reports or the
  prospectus referred to in (i) above.
  
           (iii) The description of the registrant's Common Stock, $.01 par value
  ("Common Stock") which is contained in the Company's latest registration
  statement filed under the 1934 Act, including any amendments or reports filed
  for the purpose of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           Article VI of the registrant's Bylaws expressly directs the registrant
  to indemnify its directors, officers, employees, or agents or any person serving
  at the request of the registrant as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust, or other enterprise
  against expenses (including attorney's fees), judgments, fines, and amounts paid
  in settlement actually and reasonably incurred in connection with any
  threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the registrant) to which such person is a party by
  virtue of such status if he acted in good faith and in a manner reasonably
  believed to be in or not opposed to the best interests of the registrant and,
  with respect to any criminal action or proceeding, if he had no reasonable cause
  to believe his conduct was unlawful. The termination of such action, suit or
  proceeding by judgment, order, settlement,
  
  
                                         2
  
  <PAGE>   3
  
  conviction or upon a plea of nolo contendere or its equivalent, will not create
  a presumption that such person did not act in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  registrant and, with respect to any criminal action or proceeding, that he had a
  reasonable cause to believe that his conduct was unlawful.
  
           Article VI also provides that the registrant shall indemnify any person
  who was or is a party or is threatened to be made a party to any threatened,
  procure a judgment in the registrant's favor by reason of the fact that such
  person is or was a director, trustee, officer, employee or agent of the
  registrant, or is or was serving at the request of the registrant as a director,
  trustee, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys' fees)
  and amounts paid in settlement actually and reasonably incurred by such person
  in connection with the defense or settlement of such action or suit if such
  person acted in good faith and in a manner such person reasonably believed to be
  in or not opposed to the best interests of the registrant; however, no
  indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable for gross negligence or
  willful misconduct in the performance of such person's duty to the registrant
  unless and only to the extent, that, the court in which such action or suit was
  brought, shall determine upon application that, despite the adjudication of such
  liability, but in view of all the circumstances of the case, such person is
  fairly and reasonably entitled to the indemnity for such expenses as such court
  shall deem proper. The termination of any action or suit by judgment or
  settlement shall not, of itself, create a presumption that the person did not
  act in good faith and in a manner which such person reasonably believed to be in
  or not opposed to the best interest of the registrant.
  
           The Bylaws further provide that any indemnification shall be made only
  upon a determination that such indemnification is proper under the standards
  described above. Such determination shall be made (i) by a majority vote of a
  quorum of the registrant's Board, or (ii) if such quorum is not obtainable, by a
  quorum of disinterested directors, or (iii) by independent legal counsel or (iv)
  by the shareholders. If successful, in whole or in part, on the merits of any
  action, a person shall be indemnified for expenses actually and reasonably
  incurred.
  
           Expenses incurred in defending a civil or criminal action, suit or
  proceeding shall be paid by the registrant, at any time or from time to time in
  advance of the final disposition of such action, suit or proceeding upon receipt
  of any undertaking by or on behalf of the director or officer to repay such
  amount if it shall ultimately be determined that he is not entitled to be
  indemnified by the registrant as authorized in Article VI of the Bylaws. The
  indemnification and advancement of expenses provided by or granted pursuant to
  Article VI shall not be deemed exclusive of any other rights to which those
  indemnified or those seeking advancement of expenses provided by or granted
  pursuant to Article VI shall not be deemed exclusive or any other rights to
  which those indemnified or those seeking advancement of expenses may be entitled
  under any law, bylaw, agreement, vote of shareholders or disinterested directors
  or otherwise, both as to action in such person's official capacity and as to
  action in another capacity while holding such office and shall
  
  
                                         3
  
  <PAGE>   4
  
  continue as to a person who has ceased to be a director or officer and shall
  insure to the benefit of the heirs, executors and administrators of such person.
  
           The Certificate of Incorporation of the registrant eliminates personal
  liability of directors, to the fullest extent permitted by Delaware law, to the
  registrant and its stockholders for monetary damages for breach of fiduciary
  duty as a director.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).
  
           23(a)    Consent of BDO Seidman LLP (filed herewith)
  
           23(b)    Consent of Crouch & Hallett, L.L.P. (included as part of
                    Exhibit 5).
  
           24       Power of Attorney (see signature page of this Registration
                    Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
           (1)      The undersigned registrant hereby undertakes:
  
                    (a) To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        registration statement to:
  
                        (i)   Include any prospectus required by Section 10(a)(3)
                              of the 1933 Act;
  
                        (ii)  Reflect in the prospectus any facts or events which,
                              individually or in the aggregate, represent a
                              fundamental change in the information set forth in
                              this registration statement;
  
                        (iii) Include any material information on the plan of
                              distribution not previously disclosed in this
                              registration statement or any material change to
                              such information in this registration statement;
  
                              provided, however, that (i) and (ii) do not apply if
  the information required to be included e in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
  in this registration statement.
  
                    (b) That, for the purpose of determining any liability under
            the 1933 Act, each such post-effective amendment shall be deemed to be
            a new registration statement relating to the securities offered
            therein, and the offering of such 
  
  
                                         4
  
  <PAGE>   5
  
           securities at the time shall be deemed to be the initial bona fide
           offering thereof; and
  
                    (c) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.
  
            (2) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
  the registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
            (3) Insofar as indemnification for liabilities arising under the 1933
  Act may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the certificate of incorporation or bylaws of the
  registrant or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
  
                                         5
  <PAGE>   6
  
  
                                     SIGNATURES
  
  
            Pursuant to the requirements of the 1933 Act, the registrant certifies
  that it has reasonable grounds to believe that it meets all of the requirements
  for filing on Form S-8 and has duly caused this registration statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the City
  of Dallas and the State of Texas, on the 2nd day of June, 1998.
  
  
                                               VOICE CONTROL SYSTEMS, INC.
  
  
                                               By: /s/ Peter J. Foster
                                                   -------------------------------
                                                   Peter J. Foster
                                                   President and Chief Executive
                                                   Officer
  
  
  
  
  
                                         6
  
  <PAGE>   7
  
  
  POWER OF ATTORNEY
  
            KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints Peter J. Foster and Kim S. Terry,
  and each of them, each with full power to act without the other, his or her true
  and lawful attorneys-in-fact and agents, each with full power of substitution
  and resubstitution for him or her and in his or her name, place and stead, in
  any and all capacities, to sign any or all amendments to this Registration
  Statement, and to file the same with all exhibits thereto and other documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  each of said attorneys-in-fact and agents full power and authority to do and
  perform each and every act and thing requisite and necessary to be done in
  connection therewith, as fully to all intents and purposes as he or she might or
  could do in person hereby ratifying and confirming that each of said
  attorneys-in-fact and agents or his substitutes may lawfully do or cause to be
  done by virtue hereof.
  
            Pursuant to the requirements of the 1933 Act, this registration
  statement has been signed below by the following persons in the capacities and
  on June 2, 1998.
  
  <TABLE>
  <CAPTION>
  
  Signature                                      Title
  ---------                                      -----
  <S>                                            <C>
  /s/ Neal J. Robinson                           Chairman and Director
  ----------------------------------
  Neal J. Robinson
  
  
  /s/ Peter J. Foster                            President, Chief Executive Officer
  ----------------------------------             and Director    
  Peter J. Foster                                
  
  
  /s/ Kim S. Terry                               Vice President Finance, Corporate Secretary
  ----------------------------------             (Principal Financial and Accounting Officer)   
  Kim S. Terry                                   
  
  
  /s/ Melvyn J. Goodman                          Director
  ----------------------------------
  Melvyn J. Goodman
  
  
  /s/ John Lucas-Tooth                           Director
  ----------------------------------
  John Lucas-Tooth
  
  
  /s/ John B. Torkelsen                          Director
  ----------------------------------
  John B. Torkelsen
  </TABLE>
  
  
                                         7
  
  <PAGE>   8
  
  
  
                                  INDEX TO EXHIBITS
  
  
           5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).
  
           23(a)    Consent of BDO Seidman (filed herewith)
  
           23(b)    Consent of Crouch & Hallett, L.L.P. (included as part of
                    Exhibit 5).
  
           24       Power of Attorney (see signature page of this Registration
                    Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17599}]
metadata_filer: {"company-data": {"conformed-name": "VOICE CONTROL SYSTEMS INC /DE/", "cik": "0000350899", "assigned-sic": "3577", "irs-number": "751707970", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55845", "film-number": "98641315"}, "business-address": {"street1": "14140 MIDWAY RD SUITE 100", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9727261200"}, "mail-address": {"street1": "14140 MIDWAY ROAD", "street2": "SUITE 100", "city": "DALLAS", "state": "TX", "zip": "75244"}, "former-company": {"former-conformed-name": "SCOTT INSTRUMENTS CORP", "date-changed": "19920703"}}
text: 1
  
        As Filed With The Securities and Exchange Commission on June 2, 1998
  
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                             VOICE CONTROL SYSTEMS, INC.
  
                 (Exact name of issuer as specified in its charter)
  
           Delaware                                       75-1707970
   (State of incorporation)                   (I.R.S. employer identification no.)
  
     14140 Midway Road, Suite 100
             Dallas, Texas                                    75244
  (Address of principal executive office)                   (Zip code)
  
           Voice Control Systems, Inc. 1998 Employee Stock Purchase Plan
                              (Full title of the plan)
  
     Peter J. Foster, President                         Bruce H. Hallett
     Voice Control Systems, Inc.                    Crouch & Hallett, L.L.P.
    14140 Midway Road, Suite 100                717 N. Harwood Street, Suite 1400
        Dallas, Texas 75244                            Dallas, Texas 75201
          (972) 726-1200                                 (214) 953-0053
  
           (Names, addresses and telephone numbers, including area codes,
                               of agents for service)
  
  APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS: Sales
  to the purchasers of securities proposed to be registered hereunder will occur
  from time to time after the effective date of this Registration Statement.
  
                           CALCULATION OF REGISTRATION FEE
  Proposed Maximum      Proposed Maximum
  Title of Securities       Amount to be          Offering             Aggregate             Amount of
   to be Registered          Registered       Price Per Share        Offering Price       Registration Fee*
  ---------------------------------------------------------------------------------------------------------
  Common Stock,
  $0.01 par value           1,300,000 Shs.        $3.09             $4,017,000            $1,186.00
  * Estimated solely for purposes of calculating the registration fee, which has
  been computed in accordance with Rule 457(h), based on the average high and low
  prices of the registrant's Common Stock on June 1, 1998, as reported on the
  Nasdaq National Market.
  2
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents listed (i) through (iii) below are hereby incorporated by
  reference into this Registration Statement. All documents subsequently filed by
  the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 (the "1934 Act") prior to filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of filing
  of such documents.
  
           (i) The registrant's latest annual report filed pursuant to Section 13
  or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 424(b)
  or under the Securities Act of 1933, as amended, (the "1933 Act"), which
  contains, either directly or by incorporation by reference, certified financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
           (ii) All other reports filed pursuant to Section 13(a) and 15(d) of the
  1934 Act since the end of the fiscal year covered by the annual reports or the
  prospectus referred to in (i) above.
  
           (iii) The description of the registrant's Common Stock, $.01 par value
  ("Common Stock") which is contained in the Company's latest registration
  statement filed under the 1934 Act, including any amendments or reports filed
  for the purpose of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           Article VI of the registrant's Bylaws expressly directs the registrant
  to indemnify its directors, officers, employees, or agents or any person serving
  at the request of the registrant as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust, or other enterprise
  against expenses (including attorney's fees), judgments, fines, and amounts paid
  in settlement actually and reasonably incurred in connection with any
  threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the registrant) to which such person is a party by
  virtue of such status if he acted in good faith and in a manner reasonably
  believed to be in or not opposed to the best interests of the registrant and,
  with respect to any criminal action or proceeding, if he had no reasonable cause
  to believe his conduct was unlawful. The termination of such action, suit or
  proceeding by judgment, order, settlement,
  
                                         2
  3
  
  conviction or upon a plea of nolo contendere or its equivalent, will not create
  a presumption that such person did not act in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  registrant and, with respect to any criminal action or proceeding, that he had a
  reasonable cause to believe that his conduct was unlawful.
  
           Article VI also provides that the registrant shall indemnify any person
  who was or is a party or is threatened to be made a party to any threatened,
  procure a judgment in the registrant's favor by reason of the fact that such
  person is or was a director, trustee, officer, employee or agent of the
  registrant, or is or was serving at the request of the registrant as a director,
  trustee, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys' fees)
  and amounts paid in settlement actually and reasonably incurred by such person
  in connection with the defense or settlement of such action or suit if such
  person acted in good faith and in a manner such person reasonably believed to be
  in or not opposed to the best interests of the registrant; however, no
  indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable for gross negligence or
  willful misconduct in the performance of such person's duty to the registrant
  unless and only to the extent, that, the court in which such action or suit was
  brought, shall determine upon application that, despite the adjudication of such
  liability, but in view of all the circumstances of the case, such person is
  fairly and reasonably entitled to the indemnity for such expenses as such court
  shall deem proper. The termination of any action or suit by judgment or
  settlement shall not, of itself, create a presumption that the person did not
  act in good faith and in a manner which such person reasonably believed to be in
  or not opposed to the best interest of the registrant.
  
           The Bylaws further provide that any indemnification shall be made only
  upon a determination that such indemnification is proper under the standards
  described above. Such determination shall be made (i) by a majority vote of a
  quorum of the registrant's Board, or (ii) if such quorum is not obtainable, by a
  quorum of disinterested directors, or (iii) by independent legal counsel or (iv)
  by the shareholders. If successful, in whole or in part, on the merits of any
  action, a person shall be indemnified for expenses actually and reasonably
  incurred.
  
           Expenses incurred in defending a civil or criminal action, suit or
  proceeding shall be paid by the registrant, at any time or from time to time in
  advance of the final disposition of such action, suit or proceeding upon receipt
  of any undertaking by or on behalf of the director or officer to repay such
  amount if it shall ultimately be determined that he is not entitled to be
  indemnified by the registrant as authorized in Article VI of the Bylaws. The
  indemnification and advancement of expenses provided by or granted pursuant to
  Article VI shall not be deemed exclusive of any other rights to which those
  indemnified or those seeking advancement of expenses provided by or granted
  pursuant to Article VI shall not be deemed exclusive or any other rights to
  which those indemnified or those seeking advancement of expenses may be entitled
  under any law, bylaw, agreement, vote of shareholders or disinterested directors
  or otherwise, both as to action in such person's official capacity and as to
  action in another capacity while holding such office and shall
  
                                         3
  4
  
  continue as to a person who has ceased to be a director or officer and shall
  insure to the benefit of the heirs, executors and administrators of such person.
  
           The Certificate of Incorporation of the registrant eliminates personal
  liability of directors, to the fullest extent permitted by Delaware law, to the
  registrant and its stockholders for monetary damages for breach of fiduciary
  duty as a director.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).
  
           23(a)    Consent of BDO Seidman LLP (filed herewith)
  
           23(b)    Consent of Crouch & Hallett, L.L.P. (included as part of
                    Exhibit 5).
  
           24       Power of Attorney (see signature page of this Registration
                    Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
           (1)      The undersigned registrant hereby undertakes:
  
                    (a) To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        registration statement to:
  
                        (i)   Include any prospectus required by Section 10(a)(3)
                              of the 1933 Act;
  
                        (ii)  Reflect in the prospectus any facts or events which,
                              individually or in the aggregate, represent a
                              fundamental change in the information set forth in
                              this registration statement;
  
                        (iii) Include any material information on the plan of
                              distribution not previously disclosed in this
                              registration statement or any material change to
                              such information in this registration statement;
  
                              provided, however, that (i) and (ii) do not apply if
  the information required to be included e in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
  in this registration statement.
  
                    (b) That, for the purpose of determining any liability under
            the 1933 Act, each such post-effective amendment shall be deemed to be
            a new registration statement relating to the securities offered
            therein, and the offering of such 
  
                                         4
  5
  
           securities at the time shall be deemed to be the initial bona fide
           offering thereof; and
  
                    (c) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.
  
            (2) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
  the registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
            (3) Insofar as indemnification for liabilities arising under the 1933
  Act may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the certificate of incorporation or bylaws of the
  registrant or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                                         5
  6
  
                                     SIGNATURES
  
            Pursuant to the requirements of the 1933 Act, the registrant certifies
  that it has reasonable grounds to believe that it meets all of the requirements
  for filing on Form S-8 and has duly caused this registration statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the City
  of Dallas and the State of Texas, on the 2nd day of June, 1998.
  
                                               VOICE CONTROL SYSTEMS, INC.
  
                                               By: /s/ Peter J. Foster
                                                   -------------------------------
                                                   Peter J. Foster
                                                   President and Chief Executive
                                                   Officer
  
                                         6
  7
  
  POWER OF ATTORNEY
  
            KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints Peter J. Foster and Kim S. Terry,
  and each of them, each with full power to act without the other, his or her true
  and lawful attorneys-in-fact and agents, each with full power of substitution
  and resubstitution for him or her and in his or her name, place and stead, in
  any and all capacities, to sign any or all amendments to this Registration
  Statement, and to file the same with all exhibits thereto and other documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  each of said attorneys-in-fact and agents full power and authority to do and
  perform each and every act and thing requisite and necessary to be done in
  connection therewith, as fully to all intents and purposes as he or she might or
  could do in person hereby ratifying and confirming that each of said
  attorneys-in-fact and agents or his substitutes may lawfully do or cause to be
  done by virtue hereof.
  
            Pursuant to the requirements of the 1933 Act, this registration
  statement has been signed below by the following persons in the capacities and
  on June 2, 1998.
  Signature                                      Title
  ---------                                      -----
  /s/ Neal J. Robinson                           Chairman and Director
  ----------------------------------
  Neal J. Robinson
  
  /s/ Peter J. Foster                            President, Chief Executive Officer
  ----------------------------------             and Director    
  Peter J. Foster                                
  
  /s/ Kim S. Terry                               Vice President Finance, Corporate Secretary
  ----------------------------------             (Principal Financial and Accounting Officer)   
  Kim S. Terry                                   
  
  /s/ Melvyn J. Goodman                          Director
  ----------------------------------
  Melvyn J. Goodman
  
  /s/ John Lucas-Tooth                           Director
  ----------------------------------
  John Lucas-Tooth
  
  /s/ John B. Torkelsen                          Director
  ----------------------------------
  John B. Torkelsen
  7
  8
  
                                  INDEX TO EXHIBITS
  
           5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).
  
           23(a)    Consent of BDO Seidman (filed herewith)
  
           23(b)    Consent of Crouch & Hallett, L.L.P. (included as part of
                    Exhibit 5).
  
           24       Power of Attorney (see signature page of this Registration
                    Statement)