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Table of Contents
INDEX TO FINANCIAL STATEMENTS

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As filed with the Securities and Exchange Commission on January 5, 2010.

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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DynaVox Inc.
(Exact Name of Registrant as Specified in its Charter)

2100 Wharton Street
Suite 400
Pittsburgh, PA 15203
Telephone: (412) 381-4883
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

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Edward L. Donnelly, Jr.
Chief Executive Officer
DynaVox Inc.
2100 Wharton Street
Suite 400
Pittsburgh, PA 15203
Telephone: (412) 381-4883
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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        Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

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        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.



(2)

Includes shares of Class A common stock subject to the underwriters' option to purchase additional shares of Class A common stock.

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        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated January 5, 2010

Preliminary Prospectus

          Shares

DynaVox Inc.

Class A Common Stock

This is the initial public offering of our Class A common stock. No public market currently exists for our Class A common stock. We are offering all of the            shares in this offering. We expect the initial public offering price to be between $            and $            per share. We intend to apply to list our Class A common stock on the NASDAQ Global Market under the symbol "DVOX."

We intend to use a portion of the net proceeds from this offering to purchase equity interests in our business from our existing owners, including members of our senior management.

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Investing in shares of our Class A common stock involves risks. See "Risk Factors" beginning on page 13 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters have a 30-day option to purchase up to an additional            shares of our Class A common stock from us at the initial public offering price less the underwriting discount, to cover over-allotments, if any.

The underwriters are offering the Class A common stock as set forth under "Underwriting." Delivery of the shares of our Class A common stock will be made on or about            , 2010.

The date of this prospectus is      , 2010

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You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. We and the underwriters are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock.

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Unless the context suggests otherwise, references in this prospectus to "DynaVox," the "Company," "we," "us" and "our" refer (1) prior to the consummation of the Offering Transactions described under "Organizational Structure—Offering Transactions," to DynaVox Systems Holdings LLC and its consolidated subsidiaries and (2) after the Offering Transactions described under "Organizational Structure—Offering Transactions," to DynaVox Inc. and its consolidated subsidiaries. We refer to Vestar Capital Partners, a New York-based registered investment adviser (together with its affiliates, "Vestar"), and the other owners of DynaVox Systems Holdings LLC prior to the Offering Transactions, collectively, as our "existing owners."

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Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of the option to purchase up to an additional            shares of Class A common stock from us and that the shares of Class A common stock to be sold in this offering are sold at $      per share of Class A common stock, which is the midpoint of the price range indicated on the front cover of this prospectus.

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SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and does not contain all the information you should consider before investing in shares of our Class A common stock. You should read this entire prospectus carefully, including the section entitled "Risk Factors" and the financial statements and the related notes included elsewhere in this prospectus, before you decide to invest in shares of our Class A common stock.

DynaVox

We develop and market industry-leading software, devices and content to assist people in overcoming their speech, language or learning disabilities. Our proprietary software is the result of decades of research and development and our trademark- and copyright-protected symbol sets are more widely used than any other in the world. These assets have positioned us as a leader in two areas within the broader market for assistive technologies—speech generating technologies and special education software. Due to the magnitude and growth of the underserved non-verbal or speech impaired populations in our targeted geographies and the significant and growing portion of the student populations who are classified as having special educational requirements, we believe that there are substantial opportunities for growth within both of these areas.

We are the largest provider of speech generating technology and we believe that we sell a significantly greater number of speech generating devices than our next largest competitor each year. We believe that this area of the assistive technologies market is significantly underpenetrated and growing. We estimate that each year in our targeted geographies 350,000 additional individuals join the population of those who could use advanced speech generating technologies but that, due to a low level of awareness, only a small proportion of these individuals will actually receive such a device. Our speech generating devices are used by those who are unable to speak, such as adults with amyotrophic lateral sclerosis, or ALS, often referred to as Lou Gehrig's disease, strokes or traumatic brain injuries and children with cerebral palsy, autism or other disorders. We believe that our speech generating devices can transform the lives of users by enabling them to communicate through synthesized or digitized (recorded) speech. Our devices also allow these individuals to connect with society and control their environment in a variety of ways, including the ability to access the Internet, send text messages and control light switches, televisions and other features of their homes. Our speech generating devices are powered by our software platform that utilizes sophisticated adaptive and predictive language models and our proprietary symbol sets. These devices allow our users to rapidly and efficiently generate speech. Our portfolio of speech generating devices provides users with a broad range of features and designs and makes use of an array of adaptive technology that permits users with physical or cognitive limitations to access and control our devices. For example, our new Xpress product line offers our speech generating technology in a small, portable device that uses a high resolution dynamic capacitive touch screen for clients with some level of physical ability, while our Vmax product allows more physically restricted users to control the device with their tongue, their head or, with the use of our EyeMax accessory, their eye movements. Speech generating technologies are prescribed based on evaluations by speech language pathologists and either provided directly by institutions, such as schools or funded for eligible clients by third-party payors including the U.S. Centers for Medicare and Medicaid Services, or CMS, and private insurance programs. In our fiscal year ended July 3, 2009, sales of our speech generating technology products represented approximately 82% of our net sales.

We are a leading provider of software for special education teachers and students with complex communication and learning needs. Our software is used by children with cognitive challenges, such as those caused by autism, Down syndrome or brain injury; physical challenges, such as those caused by cerebral palsy or other neuromuscular disorders; as well as by children with learning disabilities, such as severe dyslexia. Symbol-based adapted activities and material are the preferred method of educating children with these special needs. Educators use our proprietary software as a publishing and editing

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tool to create interactive, symbol-based educational activities and materials for these students and to adapt text-based materials to symbol-based materials for students with limited reading skills. Our Boardmaker family of products, which utilize our proprietary symbol sets, are the most widely used and recognized tools for creating symbol-based activities and materials in the industry. In calendar year 2010, we plan to introduce the next generation of our special education software, which we anticipate will be adopted by our existing customer base as well as new users. In addition to offering the key elements of functionality provided by our previous offerings, our newest software platform will include significant new content as well as online and desktop assets that provide an integrated web-based environment and the ability to collaborate and share content, or purchase our professionally-generated content, online. Funding for instructional materials for students with special needs and funding for technology in classrooms have grown in recent years and are forecasted to continue to grow. Funding comes primarily from federal sources including the American Recovery and Reinvestment Act, or ARRA, and the Individuals with Disabilities Education Act, or IDEA, but also includes funding from state and local governments as well as private schools and parents of children with special needs. In our fiscal year ended July 3, 2009, sales of our special education software products represented approximately 18% of our net sales.

In the United States, Canada and the United Kingdom, we sell our speech generating devices through a direct sales infrastructure focused on speech language pathologists. We believe that our sales force is significantly larger than that of our next largest competitor. We use strategic partnerships with third-party distributors to sell our products in other international markets that we have targeted. We sell our special education software through direct mail as well as through the Internet. We are also investing in our web-based and social media-based marketing and education efforts to build awareness for both our speech generating technologies and our special education software.

We place great importance on research and development and have a long history and demonstrated track record of innovation. We have innovated in the areas of touch screens with dynamic display, environmental control and word prediction in speech generating devices. Additionally, our Boardmaker family of products has been a leader in interactive symbol-based special education software.

We have increased our net income to $8.8 million in our fiscal year ended July 3, 2009 from $4.9 million in our fiscal year ended June 29, 2007, representing a compound annual growth rate, or CAGR, of 34%. Our net sales has similarly increased, to $91.2 million in fiscal 2009 from $66.2 million in fiscal 2007, representing a CAGR of 17%. This increase in net sales, along with improved operating efficiencies, has enabled us to grow our earnings before interest, taxes, depreciation and amortization with certain other adjustments, or Adjusted EBITDA, to $24.5 million in our fiscal year ended July 3, 2009 from $13.0 million in our fiscal year ended June 29, 2007, representing a CAGR of 37%. Our net income, net sales and Adjusted EBITDA for the thirteen week period ended October 2, 2009 were $1.7 million, $24.3 million and $5.5 million, respectively. For an explanation of Adjusted EBITDA and a reconciliation of our Adjusted EBITDA to net income, see footnote 1 under "—Summary Historical Consolidated Financial and Other Data."

Industry Overview

We currently compete in two areas within the assistive technologies market: speech generating technologies and special education software.

Speech Generating Technologies

Speech generating technologies are generally used as a proxy for verbal communication by non-verbal or substantially speech impaired adults and children. Degenerative and congenital conditions commonly found in adult and child users of speech generating technology include cerebral palsy, intellectual disabilities, ALS and autism. Other users of speech generating technology include adults who have

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experienced a stroke or traumatic brain injury as well as adults and children with temporary speech impairments.

We currently market our products in the United States, Canada, Australia, the United Kingdom and certain other countries within the European Union. According to sources such as the Centers for Disease Control, approximately 20 million adults and children in the United States suffer from conditions that may potentially lead to speech impairment, and it is estimated that 1.1 million additional individuals are diagnosed with these conditions every year. Assuming the same level of incidence, we estimate that throughout our targeted geographies approximately 46 million individuals suffer from these conditions and approximately 2.5 million additional individuals are diagnosed with them each year. We estimate that approximately 14% of these individuals, or 350,000 additional adults and children each year, are candidates for speech generating technologies, resulting in an annual opportunity of $1.8 billion from just new cases alone.

The speech generating device segment of the assistive technology market is significantly under-penetrated for the eligible population who could benefit from this technology. We estimate that in our targeted geographies only a small proportion of those individuals who are diagnosed each year with a condition leading to speech impairment and who could use advanced speech generating technologies actually receive such a device. Furthermore, we believe that the subset of U.S. speech language pathologists who work with individuals who could benefit from advanced speech generating technologies and who recommend a device is underpenetrated. We believe a number of factors will contribute to the increased demand for speech generating technology, including:

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Growing Awareness Among Speech Language Pathologists.  As more speech language pathologists learn about the benefits of speech generating technology and the availability of funding, either through formal training or professional experience, an increasing percentage of these specialists are recommending speech generating devices.



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Increasing Awareness Among the Underserved Population.  More potential users and their caregivers are learning about the benefits of speech generating technology. There is a growing level of media coverage of speech generating devices and their users, and consumers are proactively learning about speech generating technology through web-based research and through web- and social media-based networking.



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Advances in Technology.  Technological advances have made speech generating technology more appealing and accessible to a broader range of potential users.



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Increasing Number of Eligible Users.  Many of the congenital, degenerative and traumatic conditions that cause speech impairment are becoming more prevalent.



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Social Trends.  Speech generating technologies are continuing to garner a greater level of acceptance, including enhanced funding support from federal, state and school sources.

Special Education Software

Schools use a variety of instructional materials to meet the needs of students with speech and learning disabilities, including print-based materials and interactive software. These instructional materials are used by special education teachers and speech language pathologists to create symbol-based activities and content in order to facilitate learning and communication by students with physical, developmental, or congenital learning disabilities.

Special education software targets students in kindergarten through 12^th grade, or K–12, schools. In the United States, approximately 132,000 K–12 schools serve more than 55 million students. An estimated $12.2 billion was spent on instructional materials for K–12 education in the 2008–2009 school year. An

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estimated 6.0 million students in the United States are deemed to require special education, representing a market opportunity in excess of $1.0 billion.

We believe several factors will drive continued growth for special education software and content, including:

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Rising Education Accountability Standards.  Accountability standards such as those promulgated under Elementary and Secondary Education Act, commonly referred to as No Child Left Behind, or NCLB, set objectives that schools must satisfy for their entire student populations. As such, schools are focusing more of their efforts and resources on serving the more educationally challenged students, which requires unique approaches to learning.



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Higher Funding Levels.  In recent years, programs such as IDEA have provided new and growing sources of funds specifically earmarked for the educational needs of students with learning disabilities, including those with communication challenges.



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Advancing Software Technologies.  As software technologies develop towards faster, more portable and less expensive computing power, schools are allocating more funds from their budgets to support technology. Web-enabled classrooms and software programs are also leading to increasing user appetites for pre-generated educational content available on a ready-to-use basis.



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Increasing Spending on Education Globally.  As countries become wealthier and more developed, classification standards for special education are becoming more inclusive. As more attention is paid internationally to students with special educational challenges, we expect that there will be increasing demand for special education software and content worldwide to meet their needs.

Our Solutions

We are focused on using technology to give people the ability to communicate and learn. We have developed a proprietary software platform that powers our speech generating devices to provide voice to those who cannot speak and is used by educators to help children with special needs. This software is the product of many years of research and development and utilizes our proprietary symbol sets and sophisticated adaptive and predictive language models to make communication more efficient.

Our Speech Generating Technology Solutions

We believe that our speech generating technologies can transform the lives of those who have significant speech, language, physical or learning challenges by enabling their communication. We believe the following competitive strengths have allowed us to achieve and maintain our position as the leading provider of speech generating technology:

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Broad and Innovative Speech Generating Device Portfolio.  We believe we offer the broadest and most innovative portfolio of speech generating devices that address the needs of individuals with severe physical or cognitive limitations.



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Features that Enhance the Quality of Life for Users.  We believe our implementation of the same advances that are being made in the consumer electronics area, such as reduction in device size and offering devices with a variety of appearances and features to suit individual preferences, is not only enhancing the quality of life for our users but also expanding the attractiveness of using a device.



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Comprehensive Customer Service and Support.  We believe our customer service team is the largest in the industry. We seek to make it as easy as possible for those who can benefit from our speech generating technologies to learn about our product offerings, to obtain the right device and receive the support they need to integrate that device into their lives. We do this by providing a significant portion of our customer support, including demonstrations, information,

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documentation and support during the evaluation period and, in some cases, providing a no-charge loaner device to potential customers, prior to the actual sale.

Our Special Education Software Solutions

Our special education software allows educators to efficiently and collaboratively create interactive, symbol-based educational activities and materials for students with a variety of physical and cognitive challenges and to adapt text-based materials to symbol-based materials for students with reading difficulties. In addition, our rich collection of professionally-generated content for specific lesson plans provides a valuable, time-saving tool for teachers. We believe the following key factors enhance our market position in the special education software market:

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Offer Educators a Family of Products for Creating, Adapting and Delivering Content. We offer the Boardmaker family of products, the most widely used and recognized publishing and editing tool that allows educators to efficiently create, adapt and deliver learning activities to suit the unique challenges of their students.



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Focus on an Enhanced and Customized Learning and Communication Experience for Children. Our software provides educators with the necessary tools to enhance the learning experience for students with special needs. Our software motivates students with auditory feedback and support through digitized or synthesized speech.



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Provide Professionally-Generated Proprietary Content Offerings.  We offer a library of high-quality proprietary professionally-generated content that is immediately accessible to educators as an add-on purchase to our software offerings so that they can spend their time adapting materials for their students, rather than creating materials from scratch. Our selection of proprietary content provides time-saving, ready-made educational activities, templates and communication boards for use with our Boardmaker software platform.



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Host and Manage Online Community Resource for Educators.  We created, host and manage the fast-growing AdaptedLearning.com website, which provides users of our special education software platform with an online community. Our AdaptedLearning.com community combines file sharing, powerful search capabilities, implementation articles, open discussion forums and community functions where educators can interact with each other on the challenges they face and find thousands of pre-made activities that others have created and posted to share. Currently, we provide access to AdaptedLearning.com for free to both users of our special education software platform and others, including non-customers.

Our Strategy for Growth

Our mission is to transform the lives of those who have significant speech, language or learning disabilities. We believe that there remains a large global opportunity for us to serve the unmet needs of individuals who could benefit from our software, devices and content. Accordingly, we believe we can further expand the market penetration of our products and increase our revenue and earnings by pursuing the following business strategies:

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Continue to Expand the Scale, Reach and Sophistication of Our Direct Sales Force. We plan to continue expanding our direct sales infrastructure in order to educate more speech language pathologists about the benefits to their clients of recommending our speech generating technologies. We plan to pursue more specialized segment-focused sales strategies, to better tailor our sales efforts to the particular needs and concerns of different types of customers, such as through separate sales teams focusing on children- and adult-specific speech language pathologists, specific institutions such as schools and hospitals or key accounts.

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Continue to Build Awareness.  We believe that a majority of non-verbal individuals and their caregivers are unaware that products such as ours exist. We plan to expand our coordinated marketing and public relations efforts to build awareness of our speech generating technologies among both potential end users and speech language pathologists. We are also investing in our web-based and social media-based marketing and education efforts to build awareness and increase the frequency of customer contact for both our speech generating technologies and our special education software.



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Continue to Build Communities.  We are expanding our fast-growing AdaptedLearning.com user community, which allows users of our software platform and others to share user-generated content as well as interact and exchange best practices. We believe that our sponsorship and support for the AdaptedLearning.com user community provides us with a connectedness with and deeper insight into our customers and a channel for marketing our professionally-generated content. We also plan to continue to strengthen our relationships with groups and institutions that serve individuals who could benefit from our products.



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Continue to Innovate and Maintain Our Technology Leadership Position.  We place great importance on research and development and have a long history and demonstrated track record of innovation. We have innovated in the areas of touch screens with dynamic display, environmental control and word prediction in speech generating devices and, through our Boardmaker family of products, we have been a leader in developing interactive symbol-based special education software. We plan to continue to develop new devices, access methods and modes of communication and to build upon our competitive advantage by protecting our intellectual property as we continue to innovate.



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Continue to Strategically Drive Our International Sales.  We plan to continue to increase the revenue we generate from our existing and new international markets. We intend to strategically extend our proven direct sales model and add distributors in key markets, with a focus on those countries with broadly available funding for our products. We also intend to continue to expand our international marketing efforts.

Our Structure

Following this offering we will be a holding company and our sole asset will be a controlling equity interest in DynaVox Systems Holdings LLC. We will operate and control all of the business and affairs and consolidate the financial results of DynaVox Systems Holdings LLC and its subsidiaries. Prior to the completion of this offering, the limited liability company agreement of DynaVox Systems Holdings LLC will be amended and restated to, among other things, modify its capital structure by replacing the different classes of interests currently held by our existing owners with a single new class of units that we refer to as "New Holdings Units." We and our existing owners will also enter into an exchange agreement under which (subject to the terms of the exchange agreement) they will have the right to exchange their New Holdings Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. See "Organizational Structure."

Investment Risks

An investment in shares of our Class A common stock involves substantial risks and uncertainties. For example, our business could be adversely affected by the current adverse economic environment and the associated negative impact on tax revenue available to federal, state and local governments. It is also possible that the significant reforms to the healthcare system in the United States being considered by Congress could result in reductions in funding available for our speech generating technologies.

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Some of the other more significant challenges and risks relating to an investment in our company include those associated with:

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the availability and extent of funding from third-party payors for our speech generating technologies and the availability of funding for our special education software and content;



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our dependence upon, and ability to continue to attract and retain, key personnel;



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our ability to continue to develop and market successful new software, devices and content and our susceptibility to new disruptive technologies; and



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our dependence on the continued support of speech language pathologists and special education teachers.

Please see "Risk Factors" for a discussion of these and other factors you should consider before making an investment in shares of our Class A common stock.

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DynaVox Inc. was formed in Delaware on December 16, 2009. Our principal executive offices are located at 2100 Wharton Street, Suite 400, Pittsburgh, PA 15203 and our telephone number is (412) 381-4883.

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The Offering

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In this prospectus, unless otherwise indicated, the number of shares of Class A common stock outstanding and the other information based thereon does not reflect:

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                shares of Class A common stock issuable upon exercise of the underwriters' option to purchase additional shares of Class A common stock from us;



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                shares of Class A common stock issuable upon exchange of             New Holdings Units (or, if the underwriters exercise in full their option to purchase additional shares of Class A common stock,             shares of Class A common stock issuable upon exchange of            New Holdings Units) that will be held by our existing owners immediately following this offering; or



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                shares of Class A common stock that may be granted under the 2010 DynaVox Inc. Stock Incentive Plan, or our "Stock Incentive Plan." See "Management—Stock Incentive Plan."

See "Pricing Sensitivity Analysis" to see how some of the information presented above would be affected by an initial public offering price per share of Class A common stock at the low-, mid- and high-points of the price range indicated on the front cover of this prospectus.

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Summary Historical Consolidated Financial and Other Data

The following summary historical consolidated financial and other data of DynaVox Systems Holdings LLC should be read together with "Organizational Structure," "Unaudited Pro Forma Consolidated Financial Information," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and related notes included elsewhere in this prospectus. DynaVox Systems Holdings LLC will be considered our predecessor for accounting purposes, and its consolidated financial statements will be our historical financial statements following this offering.

We derived the summary historical consolidated statement of income data of DynaVox Systems Holdings LLC for each of the fiscal years ended June 29, 2007, June 27, 2008 and July 3, 2009 and the summary historical consolidated balance sheet data as of June 27, 2008 and July 3, 2009 from the audited consolidated financial statements of DynaVox Systems Holdings LLC which are included elsewhere in this prospectus, and derived the consolidated balance sheet data as of June 29, 2007 from the audited consolidated financial statements of DynaVox Systems Holdings LLC which are not included in this prospectus. The condensed consolidated statement of income data for the thirteen week periods ended September 26, 2008 and October 2, 2009, and the condensed consolidated balance sheet data as of October 2, 2009 have been derived from unaudited condensed consolidated financial statements of DynaVox Systems Holdings LLC included elsewhere in this prospectus. The unaudited condensed consolidated financial statements of DynaVox Systems Holdings LLC have been prepared on substantially the same basis as the audited consolidated financial statements and include all adjustments that we consider necessary for a fair presentation of our combined financial position and results of operations for all periods presented.

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Adjusted EBITDA is used by management in managing our business as an indicator of our operating performance;



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our compliance with certain covenants in our credit agreement is measured based on Adjusted EBITDA. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Cash Position and Indebtedness—Financing Agreements"; and



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targets for Adjusted EBITDA are among the measures we use to evaluate our management's performance for purposes of determining their compensation under our management incentive bonus plan. See Management—Executive Compensation—Compensation Discussion and Analysis."

Our management uses Adjusted EBITDA principally as a measure of our operating performance and believes that Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. We also believe Adjusted EBITDA is useful to our management and investors as a measure of comparative operating performance from period to period. Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections.

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Adjusted EBITDA, however, does not represent and should not be considered as an alternative to net income or cash flow from operating activities, as determined in accordance with GAAP, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies. Although we use Adjusted EBITDA as a measure to assess the operating performance of our business, Adjusted EBITDA has significant limitations as an analytical tool because it excludes certain material costs. For example, it does not include interest expense or the change in fair value on our related interest rate swap agreements, which have been necessary elements of our costs. Because we use capital assets, depreciation expense is a necessary element of our costs and ability to generate revenue. In addition, the omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of this measure. Adjusted EBITDA also does not include the payment of taxes, which is also a necessary element of our operations. Adjusted EBITDA also does not include expenses incurred in connection with equity-based compensation to our employees, certain costs relating to restructuring and acquisitions, debt refinancing fees, an insurance recovery and management fees that we pay to Vestar and certain other existing owners pursuant to a management agreement. Because Adjusted EBITDA does not account for these expenses, its utility as a measure of our operating performance has material limitations. Because of these limitations management does not view Adjusted EBITDA in isolation or as a primary performance measure and also uses other measures, such as net income, net sales, gross profit and income from operations, to measure operating performance. The following is a reconciliation of Adjusted EBITDA to net income for the periods presented:

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RISK FACTORS

An investment in shares of our Class A common stock involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in shares of our Class A common stock.

Risks Related to Our Business

The current adverse economic environment, including the associated impact on government budgets, could adversely affect our business.

In late 2008 and early 2009, the U.S. and global economies deteriorated significantly, and although the economic, financial and credit market crises have somewhat abated, they continue to contribute to market turbulence and weakness. These factors continue to impact global economic conditions, raise heightened concerns about a prolonged global economic recession and have resulted in a significant loss of corporate earnings and consumer spending. As a result, tax revenue for federal, state and local governments has decreased substantially. In response to the reduced revenue, governments have cut funding and may continue to cut funding to public programs, including schools.

The majority of the funding for purchases of our special education software and content and a significant portion of the funding for purchases of our speech generating devices comes from the budgets of public schools. Our speech generating technology business is also dependent on funding from Medicare or Medicaid or other state or local government sources. Many state and local government agencies operate under tight budget constraints and make choices on a yearly basis of where to allocate funds. If government agencies redirect funds from special education programs, Medicaid programs or other disability programs to alternative projects, our net sales and results of operations could be adversely affected.

Changes in funding for public schools could cause the demand for our special education software and content to decrease.

We derive a significant portion of both our speech generating devices and our special education software and content revenue from public schools, which are heavily dependent on federal, state and local government funding. In addition, the school appropriations process is often slow, unpredictable and subject to many factors outside of our control. Curtailments, delays, changes in leadership, shifts in priorities or general reductions in funding could delay or reduce our revenue. Funding difficulties experienced by schools could also cause those institutions to be more resistant to price increases and could slow investments in educational products which could harm our business.

Our business may be adversely affected by changes in state educational funding as a result of changes in legislation, both at the federal and state level, changes in the state procurement process, changes in government leadership, emergence of other priorities and changes in the condition of the local, state or U.S. economy. While in the past few years the availability of state and federal funding for elementary and high school education has improved due to legislation such as No Child Left Behind, recent reductions in, and proposed elimination of, appropriations for these programs may cause some school districts to reduce spending on our products. Reductions in funding for public schools may harm our business if our customers are not able to find and obtain alternative sources of funding.

Proposed reforms to the United States healthcare system may adversely affect our business.

Congress is currently considering a number of substantial reforms to the United States healthcare system. It is unclear whether any of these proposals will ultimately become law, what form they could take or what effect they may have on our business or results of operations. It is possible that any such reform could include programs to reduce spending on healthcare-related products, which may include our speech generating technologies.

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Healthcare legislative or administrative changes resulting in restrictive third-party payor funding practices or preferences for alternatives may decrease the demand for, or put downward pressure on the price of, our speech generating devices.

Customers for our speech generating devices typically receive funding from various third-party payors, including governmental programs (such as Medicare and Medicaid), private insurance plans and managed care plans. The ability of our customers to obtain appropriate funding for our speech generating devices from government and third-party payors is critical to our success. The availability and extent of coverage affects which products customers purchase and the prices they are willing to pay. Funding varies from country to country and can significantly impact the acceptance of new products. After we develop a promising new speech generating device, we may experience limited demand for the product unless funding approval is obtained from private and governmental third-party payors.

Legislative or administrative changes to the U.S. or international funding systems that significantly reduce funding for our products or deny coverage for our products, or adverse decisions relating to our products by administrators of such systems in coverage or funding rates, would have an adverse impact on the number of products purchased by our customers and the prices our customers are willing to pay for them, which would, in turn, adversely affect our business, financial condition and results of operations.

CMS established coverage for assistive technologies to address speech impairment in 2001 and since that time most private insurers have added such coverage as well. Payors continue to review their funding polices and can, without notice, deny coverage for our speech generating devices. Additionally, many private third-party payors base their funding policy decisions on the decision reached by governmental agencies such as Medicare or Medicaid. As a result of this, if Medicare or Medicaid alters its funding policy in an unfavorable way to us, the effects could be compounded if private insurers followed suit. CMS sets coverage policy for the Medicare program in the United States. CMS policies may alter coverage and payment related to our speech generating devices in the future. These changes may occur as the result of National Coverage Decisions issued by CMS directly or as the result of local or regional coverage decisions by contractors under contract with CMS to review and make coverage and payment decisions.

The loss of members of our senior management or other key personnel or the failure to attract and retain highly qualified personnel could compromise our ability to effectively manage our business and pursue our growth strategy.

We rely on members of our senior management to execute our existing business plans and to identify and pursue new opportunities. Our chief executive officer, Edward L. Donnelly, Jr., has been our chief executive officer since September 2007 and has been a member of the management committee of DynaVox Systems Holdings LLC since May 2004. Under the leadership of Mr. Donnelly, along with our other executive officers, Michelle L. Heying, Robert E. Cunningham and Kenneth D. Misch, we have been able to generate significant growth in our revenue while at the same time expanding our profit margins. The loss of services of one or more of our key senior managers could materially and adversely affect our business, financial condition and operating results.

Our future performance depends on the continued service of our key technical, development, sales, marketing and services personnel. We rely on our technical and development personnel for product innovation. We rely on our sales and marketing personnel to continue to expand awareness of our products and our customer base. The loss of key employees could result in significant disruptions to our business, and the integration of replacement personnel could be costly and time consuming, could cause additional disruptions to our business, and could be unsuccessful. We do not carry key person life insurance covering any of our employees.

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Our future success also depends on our continued ability to attract and retain highly qualified technical, development, sales, services and management personnel. Competition for such personnel is intense, and we may fail to retain our key employees or attract or retain other highly qualified personnel in the future. Recently, employment dislocations among sales and marketing personnel generally, and in the healthcare area specifically, have facilitated our ability to add talented sales personnel to our workforce. To the extent employment conditions in the economy improve, we may experience difficulty in continuing to attract talented sales personnel, which in turn could adversely affect our business, financial condition and operating results.

We may not be able to develop and market successful new products.

Our future success and our ability to increase net sales and earnings depend, in part, on our ability to develop and market new software, devices and content. Our failure to develop new products could have a material adverse effect on our business, financial condition and results of operations. In addition, if any of our new products do not work as planned, our ability to market these products could be substantially impeded, resulting in lost net sales, potential damage to our reputation and delays in obtaining market acceptance of these products. We cannot assure you that we will continue to successfully develop and market new products.

New disruptive technologies may adversely affect our market position and financial results.

Our competitors or companies in related industries could develop new technologies that may reduce our market share and adversely affect our net sales and results of operations. For example, other companies are seeking to develop technologies to allow a computer to be directly controlled by a human brain. If a competitor is able to commercialize that technology before we are, our sales of speech generating devices for people with significant physical limitations, such as the EyeMax eye-tracking device, may be reduced.

We are dependent on the continued support of speech language pathologists and special education teachers.

The majority of our speech generating technologies sales are made at the recommendation of a speech language pathologist, and the majority of our special education software authoring tools and content are sold to special education teachers. We are dependent on our ability to convince speech language pathologists and special education teachers of the benefits to their clients and students of our speech generating technologies and special education software. If speech language pathologists or special education teachers were to instead favor the products of our competitors, we could lose market share, which would have an adverse effect on our results of operations.

Our products are dependent on the continued success of our proprietary symbol sets.

Our proprietary symbol sets are important components of both our speech generating technologies and our special education software. Using symbols rather than text makes communication more efficient and more broadly accessible to people with a wide range of cognitive abilities. While we believe that our proprietary symbol sets include the most widely used set of graphic symbols utilized in speech generating technology and special education software, if speech language pathologists or our clients begin to prefer an alternate symbol set (because, for example, they determine that an alternate symbol set is easier to learn or more efficient than our proprietary symbol sets) or if a superior symbol set is developed by one of our competitors, we could lose market share in both our speech generating technologies and special education software, which could adversely affect our business, financial condition and results of operations.

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We depend upon certain third-party suppliers and licensing arrangements, making us vulnerable to supply problems and price fluctuations, which could harm our business.

We currently rely on third-party suppliers for the components of our speech generating devices. In some cases, there are relatively few alternate sources of supply for certain other components that are necessary for the hardware components of our speech generating devices.

Our reliance on these outside suppliers also subjects us to risks that could harm our business, including:

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we may not be able to obtain adequate supply in a timely manner or on commercially reasonable terms;



•

we may have difficulty locating and qualifying alternate suppliers;



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our suppliers manufacture products for a range of customers, and fluctuations in demand for the products those suppliers manufacture for others may affect their ability to deliver components to us in a timely manner; and



•

our suppliers may encounter financial hardships unrelated to our demand for components, which could inhibit their ability to fulfill our orders and meet our requirements.

Identifying and qualifying additional or replacement suppliers for any of the components of our products, if required, may not be accomplished quickly and may involve additional costs. Any interruption or delay in the supply of components or materials, or our inability to obtain components or materials from alternate sources at acceptable prices in a timely manner, could impair our ability to meet the demand of our customers and cause them to cancel orders or switch to competitive products, and could therefore have a material adverse effect on our business, financial condition and results of operations.

Some of the software and other intellectual property that is incorporated into our products is owned by third parties and licensed by us. We may not be able to negotiate or renegotiate these licenses on commercially reasonable terms, or at all, and the third-party intellectual property may not be appropriately supported or maintained by the licensors. If we are unable to obtain the rights necessary to use or continue to use third-party intellectual property in our products and services it could result in increased costs, or an inability to develop new products.

If our patents and other intellectual property rights do not adequately protect our products, we may lose market share to our competitors and be unable to operate our business profitably.

Patents, trademarks, copyrights and other proprietary rights are important to our business, and our ability to compete effectively with other companies depends on the proprietary nature of our technologies. We also rely on trade secrets, know-how and continuing technological innovations to develop, maintain and strengthen our competitive position. We seek to protect these, in part, through confidentiality agreements. While we seek to obtain patent protection in the United States for patentable subject matter in our proprietary devices and also have attempted to review third-party patents and patent applications in the United States to the extent publicly available to develop an effective patent strategy, avoid infringement of third-party patents, identify licensing opportunities and monitor the patent claims of others, any pending patent applications may not result in issued patents, any current or future patents issued or licensed to us may be challenged, invalidated or circumvented and the rights granted thereunder may not provide a competitive advantage to us or prevent other companies from independently developing technology that is similar to ours or introducing competitive products. Although our proprietary symbol sets are protected by certain trademarks and copyrights, there can be no assurance that a third party could not seek to utilize our symbol sets without our authorization.

Furthermore, we may have to take legal action in the future to protect our intellectual property, or to defend ourselves against claimed infringement of the rights of others. Any legal action of that type could be costly and time-consuming to us and could divert the attention of management, and we cannot

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assure you that such actions will be successful. The invalidation or circumvention of key copyrights, patents, trademarks or other proprietary rights which we own or unsuccessful outcomes in lawsuits to protect our intellectual property may have a material adverse effect on our business, financial condition and results of operations.

Although we have obtained and applied for some U.S. trademark registrations, and will continue to evaluate the registration of additional trademarks, as appropriate, our pending applications may not be approved by the applicable governmental authorities. Moreover, even if the applications are approved, third parties may seek to oppose or otherwise challenge these registrations. Failure to obtain trademark registrations in the United States and in other countries could limit our ability to protect our trademarks and impede our marketing efforts in those jurisdictions.

The laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. If we cannot adequately protect our intellectual property rights in foreign countries, our competitors may be able to compete more directly with us, which could adversely affect our competitive position and, as a result, our business, financial condition and results of operations.

Our products could infringe on the intellectual property of others, which may cause us to engage in costly litigation and could cause us to pay substantial damages and prohibit us from selling our products.

Third parties may assert infringement or other intellectual property claims against us based on their intellectual property rights. If such claims are successful, we may have to pay substantial damages for past infringement. We might also be prohibited from selling our products or providing certain content or devices without first obtaining a license from the third party, which, if available at all, may require us to pay royalties. Moreover, we may need to redesign some of our products to avoid future infringement liability. Even if infringement claims against us are without merit, defending a lawsuit takes significant time, may be expensive and may divert management attention from other business concerns.

The market opportunities for our products and content may not be as large as we believe.

Our business strategy is to grow our sales to satisfy unmet demand for our speech generating devices among non-verbal individuals and for our special education authoring tools and content among special education teachers. Our expectations for future growth are dependent on our estimates of the number of people who can benefit from our speech generating technologies and special education software and the future growth in conditions that lead to speech and cognitive impairment, such as strokes and autism. However, these market opportunities for our products may not be as large as we believe and may not develop as expected.

We may fail to successfully execute our strategy to grow our business.

We intend to pursue a number of different strategies to grow our revenue and earnings. However, we may not be able to successfully execute these strategies. For example, while we intend to expand and diversify our revenue streams through expanding the sales of professionally-generated content for the users of our special education software platform, we have limited experience in producing and selling such content and may not be successful at doing so. While we believe our new software platform will facilitate these sales, the market for such content may not be as large as we believe or we may be unable produce content that successfully competes with user-generated content or content produced by competitors.

We may attempt to achieve our business objectives through acquisitions and strategic alliances. We compete with other companies for these opportunities, and we cannot assure you that we will be able to effect acquisitions or strategic alliances on commercially reasonable terms, or at all. Even if we enter into these transactions, we may experience, among other things:

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difficulties in integrating any acquired companies and products into our existing business;

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inability to realize the benefits we anticipate in a timely fashion, or at all;



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attrition of key personnel from acquired businesses;



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significant costs, charges or writedowns; or



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unforeseen operating difficulties that require significant financial and managerial resources that would otherwise be available for the ongoing development and expansion of our existing operations.

Consummating these transactions could also result in the incurrence of additional debt and related interest expense, as well as unforeseen contingent liabilities, all of which could have a material adverse effect on our business, financial condition and results of operations. We may also issue additional equity in connection with these transactions which would dilute our then existing stockholders.

We depend on third-party distributors to market and sell our products internationally in a number of markets. Our business, financial condition and results of operations may be adversely affected by both our distributors' performance and our ability to maintain these relationships on terms that are favorable to us.

We depend, in part, on third-party distributors to sell our products in many jurisdictions outside the United States. In our fiscal year ended July 3, 2009 and the thirteen week period ended October 2, 2009, our net sales through third-party distributors were 8% and 4%, respectively, of our total net sales. Our international distributors operate independently of us, and we have limited control over their operations, which exposes us to certain risks. Distributors may not commit the necessary resources to market and sell our products and may also market and sell competitive products. In addition, our distributors may not comply with the laws and regulatory requirements in their local jurisdictions, which may limit their ability to market or sell our products. If current or future distributors do not perform adequately, or if we are unable to locate competent distributors in particular countries and secure their services on favorable terms, or at all, we may be unable to increase or maintain our level of net sales in these markets or enter new markets, and we may not realize our expected international growth.

Our business could be adversely affected by competition including potential new entrants.

Although we have few competitors in our specific areas of speech generating technology and special education software, many other companies compete within the broader assistive technology market and could choose to enter the areas in which we have chosen to focus. We also face the risk of new entrants who do not currently compete in any segment of the assistive technology market, whether through acquisition of a current competitor or a new startup from a company that engages in a complementary business to ours, such as producers of educational software or consumer electronics. These competitors and potential competitors may have substantially greater capital resources, larger customer bases, broader product lines, larger sales forces, greater marketing and management resources, larger research and development staffs, larger facilities than ours, as well as global distribution channels that may be more effective than ours. These competitors may develop new technologies or more effective products that would compete directly with our products. These new technologies may make it more difficult to market our products and could have an adverse effect on our business and results of operations.

Competing with these companies will require continued investment by us in research and development, marketing, customer service and support. Even with such continued investments, we may not be able to successfully compete with new entrants in the areas in which we compete.

If we fail to comply with the U.S. Federal Anti-Kickback Statute, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and similar state and foreign laws, we could be subject to criminal and civil penalties and exclusion from Medicare, Medicaid and other governmental programs.

A provision of the U.S. Social Security Act, commonly referred to as the U.S. Federal Anti-Kickback Statute, prohibits the offer, payment, solicitation or receipt of any form of remuneration in return for

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referring, ordering, leasing, purchasing or arranging for or recommending the ordering, purchasing or leasing of items or services payable by Medicare, Medicaid or any other federal healthcare program. The Federal Anti-Kickback Statute is very broad in scope and many of its provisions have not been uniformly or definitively interpreted by existing case law or regulations. In addition, most of the states in which our products are sold in the United States have adopted laws similar to the Federal Anti-Kickback Statute, and some of these laws are even broader than the Federal Anti-Kickback Statute in that their prohibitions are not limited to items or services paid for by a federal healthcare program but, instead, apply regardless of the source of payment. Violations of the Federal Anti-Kickback Statute or such similar state laws may result in substantial civil or criminal penalties and exclusion from participation in federal or state healthcare programs. We derive a significant portion of our net sales from international operations, and many foreign governments have equivalent statutes with similar penalties.

All of our financial relationships with healthcare providers and others who provide products or services to federal healthcare program beneficiaries are potentially governed by the Federal Anti-Kickback Statute and similar state or foreign laws. We believe our operations are in material compliance with the Federal Anti-Kickback Statute and similar state or foreign laws. However, we cannot assure you that we will not be subject to investigations or litigation alleging violations of these laws, which could be time-consuming and costly to us, could divert management's attention from operating our business and could prevent healthcare providers from purchasing our products, all of which could have a material adverse effect on our business. In addition, if our arrangements were found to violate the Federal Anti-Kickback Statute or similar state or foreign laws, it could have a material adverse effect on our business and results of operations.

Federal and state laws protect the confidentiality of certain patient health information, including patient medical records, and restrict the use and disclosure of patient health information by healthcare providers. In particular, in April 2003, the U.S. Department of Health and Human Services published patient privacy rules under HIPAA and, in April 2005, published security rules for protected health information. The HIPAA privacy and security rules govern the use, disclosure and security of protected health information by "Covered Entities," which are healthcare providers that submit electronic claims, health plans and healthcare clearinghouses. Through our sales of speech generating technologies, we are a Covered Entity. We are committed to maintaining the security and privacy of patients' health information and believe that we meet the expectations of the HIPAA rules. While we believe we are and will be in compliance with all HIPAA standards, there is no guarantee that we will not be subject to enforcement actions, which can be costly and interrupt regular operations of our business.

Risks Related to Our Organizational Structure

Our only material asset after completion of this offering will be our interest in DynaVox Systems Holdings LLC, and we are accordingly dependent upon distributions from DynaVox Systems Holdings LLC to pay dividends, if any, taxes and other expenses.

DynaVox Inc. will be a holding company and will have no material assets other than its ownership of New Holdings Units. DynaVox Inc. has no independent means of generating revenue. We intend to cause DynaVox Systems Holdings LLC to make distributions to its unitholders in an amount sufficient to cover all applicable taxes at assumed tax rates and dividends, if any, declared by us. To the extent that we need funds, and DynaVox Systems Holdings LLC is restricted from making such distributions under applicable law or regulation or under the terms of our financing arrangements, or is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

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DynaVox Inc. is controlled by our existing owners, whose interests may differ from those of our public shareholders.

Immediately following this offering and the application of net proceeds from this offering, our existing owners will control approximately       % of the combined voting power of our Class A and Class B common stock. Accordingly, our existing owners will have the ability to elect all of the members of our board of directors, and thereby to control our management and affairs. In addition, they will be able to determine the outcome of all matters requiring shareholder approval, including mergers and other material transactions, and will be able to cause or prevent a change in the composition of our board of directors or a change in control of our company that could deprive our shareholders of an opportunity to receive a premium for their Class A common stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

In addition, immediately following this offering and the application of net proceeds from this offering, our existing owners will own      % of the New Holdings Units. Because they hold their ownership interest in our business through DynaVox Systems Holdings LLC, rather than through the public company, these existing owners may have conflicting interests with holders of shares of our Class A common stock. For example, our existing owners may have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, and whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the tax receivable agreement that we will enter in connection with this offering. In addition, the structuring of future transactions may take into consideration these existing owners' tax or other considerations even where no similar benefit would accrue to us. See "Certain Relationships and Related Person Transactions—Tax Receivable Agreement."

Our certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities identified by Vestar.

Vestar and its affiliates are in the business of providing buyout capital and growth capital to developing companies, and may acquire interests in businesses that directly or indirectly compete with certain portions of our business. Our certificate of incorporation provides for the allocation of certain corporate opportunities between us, on the one hand, and Vestar, on the other hand. As set forth in our certificate of incorporation, neither Vestar, nor any director, officer, stockholder, member, manager or employee of Vestar has any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. Therefore, a director or officer of our company who also serves as a director, officer, member, manager or employee of Vestar may pursue certain acquisition opportunities that may be complementary to our business and, as a result, such acquisition opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by Vestar to themselves or their other affiliates instead of to us. The terms of our certificate of incorporation are more fully described in "Description of Capital Stock—Corporate Opportunity."

We are a "controlled company" within the meaning of the NASDAQ Global Market rules. As a result, we will qualify for and intend to rely on exemptions from certain corporate governance requirements.

Upon completion of the offering of our Class A common stock, our existing owners will continue to control a majority of the combined voting power of all classes of our voting stock. As a result, we are a "controlled company" within the meaning of the NASDAQ Global Market corporate governance standards. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements of the NASDAQ Global Market, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the

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requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities and (3) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities. Following this offering we anticipate that our board of directors will rely on some or all of these exemptions. As a result, we may not have a majority of independent directors and our compensation and nominating and corporate governance committees may not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NASDAQ Global Market.

We will be required to pay our existing owners for certain tax benefits we may claim arising in connection with this offering and related transactions, and the amounts we may pay could be significant. In certain cases, such payments may be accelerated or exceed our actual cash tax savings.

As described in "Organizational Structure—Offering Transactions," we intend to use a portion of the proceeds from this offering to purchase New Holdings Units from our existing owners, including members of our senior management. In addition, the unitholders of DynaVox Systems Holdings LLC (other than DynaVox Inc.) may (subject to the terms of the exchange agreement) exchange their New Holdings Units for shares of Class A common stock of DynaVox Inc. on a one-for-one basis. DynaVox Systems Holdings LLC intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended, or the Code, effective for each taxable year in which an exchange of New Holdings Units for shares of Class A common stock occurs, which may result in an adjustment to the tax basis of the assets of DynaVox Systems Holdings LLC at the time of an exchange of New Holdings Units. The purchase of New Holdings Units and subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of DynaVox Systems Holdings LLC that otherwise would not have been available. These increases in tax basis will increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that DynaVox Inc., which we refer to as the "corporate taxpayer," would otherwise be required to pay in the future. These increases in tax basis may also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The Internal Revenue Service, or the IRS, may challenge all or part of the tax basis increase and increased deductions, and a court could sustain such a challenge.

We will enter into a tax receivable agreement with our existing owners that will provide for the payment from time to time by the corporate taxpayer to our existing owners of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the corporate taxpayer actually realizes (or is deemed to realize in the case of an early termination payment by the corporate taxpayer or a change of control as discussed below) as a result of these increases in tax basis and of certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of the corporate taxpayer and not of DynaVox Systems Holdings LLC. The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of an exchange, the extent to which such exchanges are taxable, the amount and timing of our income and the amount of tax, if any, the corporate taxpayer is required to pay aside from any tax benefit from the purchase and exchanges and the timing of any such payments.

We expect that the payments that we may make under the tax receivable agreement will be substantial. Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize the full tax benefit of the increased amortization of our assets, we expect that future payments under the tax receivable agreement relating to the purchase of New Holdings Units with a portion of the proceeds from this offering to aggregate $         million (or $         million if the underwriters exercise

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their option to purchase additional shares) and will approximate $         million per year over the next 15 years (or $         million per year if the underwriters exercise their option to purchase additional shares). Future payments to our existing owners in respect of subsequent exchanges would be in addition to these amounts and are expected to be substantial as well. The foregoing numbers are merely estimates—the actual payments could differ materially. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding tax receivable agreement payments. There may be a material negative effect on our liquidity if the payments under the tax receivable agreement exceed our actual tax savings as a result of timing discrepancies or otherwise. The payments under the tax receivable agreement are not conditioned upon our existing owners' continued ownership of us.

In addition, the tax receivable agreement provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, the corporate taxpayer's (or its successor's) obligations with respect to exchanged or acquired New Holdings Units (whether exchanged or acquired before or after such transaction) would be based on certain assumptions, including that the corporate taxpayer would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement. As a result, we could be required to make payments under the tax receivable agreement that are greater than or less than the specified percentage of our actual cash tax savings. Upon a subsequent actual exchange, any additional increase in tax deductions, tax basis and other benefits in excess of the amounts assumed at the change in control will also result in payments under the tax receivable agreement. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity. There can be no assurance that we will be able to finance our obligations under the tax receivable agreement.

Payments under the tax receivable agreement will be based on the tax reporting positions that we determine. Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase, the corporate taxpayer will not be reimbursed for any payments previously made under the tax receivable agreement. As a result, in certain circumstances, payments could be made under the tax receivable agreement in excess of the corporate taxpayer's cash tax savings.

Our use of leverage may expose us to substantial risks.

As of October 2, 2009, we had an aggregate of $79.5 million of long-term debt outstanding (including current installments), consisting of $47.4 million outstanding under our $52 million term loan, $31.0 million aggregate principal amount of senior subordinated notes and a $1.1 million note payable. As of that date we had no borrowings under our $10.0 million revolving credit facility. We intend to use approximately $        of the net proceeds from this offering to repay our senior subordinated notes as described under "Use of Proceeds." However, our term loan and revolving credit facility will remain outstanding and we may incur additional indebtedness in the future. Accordingly, we will remain exposed to the typical risks associated with the use of leverage. Increased leverage makes it more difficult for us to withstand adverse economic conditions or business plan variances, to take advantage of new business opportunities, or to make necessary capital expenditures. The agreements governing our debt facilities may contain covenant restrictions that limit our ability to conduct our business, including restrictions on our ability to incur additional indebtedness. A substantial portion of our cash flow could be required for debt service and, as a result, might not be available for our operations or other purposes. Any substantial decrease in cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or force us to modify our operations. Our level of indebtedness may make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business, regulatory and economic conditions.

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The requirements of being a public company may strain our resources and distract our management.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and requirements of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. In addition, sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management's attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We expect to incur significant additional annual expenses related to these steps and, among other things, additional directors and officers liability insurance, director fees, reporting requirements, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses.

Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and common stock price.

Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act that eventually we will be required to meet. Because currently we do not have comprehensive documentation of our internal controls and have not yet tested our internal controls in accordance with Section 404, we cannot conclude in accordance with Section 404 that we do not have a material weakness in our internal controls or a combination of significant deficiencies that could result in the conclusion that we have a material weakness in our internal controls. If we are not able to complete our initial assessment of our internal controls and otherwise implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to certify as to the adequacy of our internal controls over financial reporting.

In connection with the audit of our financial statements for fiscal year 2009, two significant deficiencies in our internal controls were identified. One of these significant deficiencies relates to our controls relating to accounting for complex accounting areas and transactions, such as those including interest rate swaps and equity-based compensation and the other relates to our risk assessment process. These significant deficiencies have not yet been remediated. We may not be able to successfully remediate these significant deficiencies and we may have additional deficiencies in the future.

Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, and result in a breach of the covenants under our debt agreements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the price of our Class A common stock.

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Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our certificate of incorporation and bylaws will contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors. Among other things, these provisions:

•

authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of Class A common stock;



•

prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;



•

provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws and that our stockholders may only amend our bylaws with the approval of 80% or more of all of the outstanding shares of our capital stock entitled to vote; and



•

establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our Class A common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Risks Related this Offering

A significant portion of the proceeds from this offering will be used to purchase New Holdings Units from our existing owners, including members of our senior management.

We estimate that our net proceeds from this offering, at an assumed initial public offering price of $        per share and after deducting estimated underwriting discounts, will be approximately $        (or $        if the underwriters exercise in full their option to purchase additional shares of Class A common stock). We intend to use all but $            of these proceeds to purchase New Holdings Units from our existing owners, including members of our senior management, as described under "Organizational Structure—Offering Transactions." Accordingly, we will not retain any of these proceeds.

There may not be an active trading market for shares of our Class A common stock, which may cause shares of our Class A common stock to trade at a discount from the initial offering price and make it difficult to sell the shares of Class A common stock you purchase.

Prior to this offering, there has not been a public trading market for shares of our Class A common stock. It is possible that after this offering an active trading market will not develop or continue or, if developed, that any market will be sustained which would make it difficult for you to sell your shares of Class A common stock at an attractive price or at all. The initial public offering price per share of Class A common stock will be determined by agreement among us and the representatives of the underwriters, and may not be indicative of the price at which shares of our Class A common stock will trade in the public market after this offering.

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Shares of our Class A common stock price may decline due to the large number of shares of Class A common stock eligible for future sale and for exchange.

The market price of shares of our Class A common stock could decline as a result of sales of a large number of shares of Class A common stock in the market after the offering or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of Class A common stock in the future at a time and at a price that we deem appropriate.

Upon completion of this offering we will have a total of              shares of our Class A common stock outstanding (or              shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock). All of these shares of Class A common stock will have been sold in this offering and will be freely tradable without restriction or further registration under the Securities Act by persons other than our "affiliates." Under the Securities Act, an "affiliate" of an issuer is a person that directly or indirectly controls, is controlled by or is under common control with that issuer.

In addition, subject to certain limitations and exceptions, pursuant to the terms of an exchange agreement we will enter into with our existing owners, unitholders of DynaVox Systems Holdings LLC may (subject to the terms of the exchange agreement) exchange New Holdings Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Upon consummation of this offering, our existing owners will beneficially own               New Holdings Units (or              New Holdings Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock), all of which will be exchangeable for shares of our Class A common stock. The shares of Class A common stock we issue upon such exchanges would be "restricted securities" as defined in Rule 144 of the Securities Act of 1933, as amended, unless we register such issuances. However, we will enter into one or more registration rights agreements with our existing owners that will require us to register under the Securities Act these shares of Class A common stock. See "Shares Eligible for Future Sale—Registration Rights" and "Certain Relationships and Related Person Transactions—Registration Rights Agreement."

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of Class A common stock or securities convertible into or exchangeable for shares of Class A common stock issued under or covered by our Stock Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares of Class A common stock registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover                  shares of Class A common stock.

Our certificate of incorporation authorizes us to issue additional shares of Class A common stock and options, rights, warrants and appreciation rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion. In accordance with the DGCL and the provisions of our certificate of incorporation, we may also issue preferred stock that has designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to shares of Class A common stock. See "Description of Capital Stock." Similarly, the limited liability company agreement of DynaVox Systems Holdings LLC permits DynaVox Systems Holdings LLC to issue an unlimited number of additional limited liability company interests of DynaVox Systems Holdings LLC with designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the New Holdings Units, and which may be exchangeable for shares of our Class A common stock.

We and each of our directors, executive officers and certain of our existing owners have agreed to certain restrictions on our ability to sell additional shares of our Class A common stock for a period of

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180 days after the date of this prospectus. We have agreed not to directly or indirectly offer for sale, sell, contract to sell, grant any option for the sale of, or otherwise issue or dispose of, any shares of our Class A common stock, options or warrants to acquire shares of our Class A common stock, or any related security or instrument, without the prior written consent of Piper Jaffray & Co. and Jefferies & Company, Inc. We have also agreed, in respect of the existing owners who have not entered into such a lock-up agreement, not to permit such existing owners to exchange their New Holdings Units for shares of our Class A common stock during such 180-day period without the prior written consent of Piper Jaffray & Co. and Jefferies & Company, Inc. The agreements provide exceptions for (1) sales to underwriters pursuant to the purchase agreement, (2) our sales in connection with existing stock incentive plans and (3) certain other exceptions.

See "Shares Eligible for Future Sale."

We do not intend to pay any cash dividends in the foreseeable future.

We do not expect to pay any dividends in the foreseeable future. Payments of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends. As a result, capital appreciation in the price of our Class A common stock, if any, may be your only source of gain on an investment in our Class A common stock.

Even if we decide in the future to pay any dividends, DynaVox Inc. is a holding company with no independent operations of its own. As a result, DynaVox Inc. depends on DynaVox Systems Holdings LLC and its subsidiaries and affiliates for cash to pay its obligations and make dividend payments. Deterioration in the financial conditions, earnings or cash flow of DynaVox Systems Holdings LLC and its subsidiaries for any reason could limit or impair their ability to pay cash distributions or other distributions to us. In addition, our ability to pay dividends in the future is dependent upon our receipt of cash from DynaVox Systems Holdings LLC and its subsidiaries. DynaVox Systems Holdings LLC and its subsidiaries may be restricted from sending cash to us by, among other things, law or provisions of the documents governing our existing or future indebtedness.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who covers us downgrades our Class A common stock or publishes inaccurate or unfavorable research about our business, our Class A common stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Class A common stock price or trading volume to decline and our Class A common stock to be less liquid.

The market price of shares of our Class A common stock may be volatile, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our Class A common stock in spite of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly

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operating results or dividends, if any, to stockholders, additions or departures of key management personnel, failure to meet analysts' earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our Class A common stock could decrease significantly. You may be unable to resell your shares of Class A common stock at or above the initial public offering price.

In the past year, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and recourses.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price per share of Class A common stock will be substantially higher than our pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share of Class A common stock that substantially exceeds the book value of our assets after subtracting our liabilities. In addition, you will pay more for your shares of Class A common stock than the amounts paid by the New Holdings Units by our existing owners. At the offering price of $        per share of Class A common stock, you will incur immediate and substantial dilution in an amount of $        per share of Class A common stock. See "Dilution."

You may be diluted by the future issuance of additional Class A common stock in connection with our incentive plans, acquisitions or otherwise.

After this offering we will have an aggregate of                  shares of Class A common stock authorized but unissued. Our certificate of incorporation authorizes us to issue these shares of Class A common stock and options, rights, warrants and appreciation rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved                  shares for issuance under our Stock Incentive Plan. Any Class A common stock that we issue, including under our Stock Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under "Risk Factors." These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

MARKET DATA

This prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications, other published industry sources and our internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management's understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.

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ORGANIZATIONAL STRUCTURE

The diagram below depicts our organizational structure immediately following this offering.

Recapitalization

Currently, the capital structure of DynaVox Systems Holdings LLC consists of nine different classes of limited liability company units (Class A, Class B, Class C, Class D, Class E, Class W, Class X, Class Y and Class Z), each of which has different capital accounts and amounts of aggregate distributions above which its holders share in future distributions. Prior to the completion of this offering, the limited liability company agreement of DynaVox Systems Holdings LLC will be amended and restated to, among other things, modify its capital structure by creating a single new class of units that we refer to as "New Holdings Units." The amendment and restatement of the limited liability company agreement of DynaVox Systems Holdings LLC, including the recapitalization of the

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outstanding units to be effected thereby, requires the approval of the management committee of DynaVox Systems Holdings LLC and of our chief executive officer but does not require the consent of any member of DynaVox Systems Holdings LLC.

The allocation of New Holdings Units among our existing owners will be determined pursuant to the distribution provisions of the existing limited liability company agreement of DynaVox Systems Holdings LLC based upon the liquidation value of DynaVox Systems Holdings LLC, assuming it was liquidated at the time of this offering with a value implied by the initial public offering price of the shares of Class A common stock sold in this offering. Immediately following this recapitalization but prior to the Offering Transactions described below, there will be                 New Holdings Units issued and outstanding. A portion of the New Holdings Units received by our officers and employees will remain subject to certain vesting requirements. See "Management—Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentives."

We refer to the foregoing transactions, collectively, as the "Recapitalization."

Incorporation of DynaVox Inc.

DynaVox Inc. was incorporated as a Delaware corporation on December 16, 2009. DynaVox Inc. has not engaged in any business or other activities except in connection with its formation. The certificate of incorporation of DynaVox Inc. authorizes two classes of common stock, Class A common stock and Class B common stock, each having the terms described in "Description of Capital Stock."

Prior to the completion of this offering, one or more shares of Class B common stock of DynaVox Inc. will be distributed to each of our existing owners, each of which provides its owner with no economic rights but entitles the holder, without regard to the number of shares of Class B common stock held by such holder, to one vote on matters presented to stockholders of DynaVox Inc. for each New Holdings Unit held by such holder, as described in "Description of Capital Stock—Common Stock—Class B Common Stock." Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

We and our existing owners will enter into an exchange agreement under which, subject to the terms of the exchange agreement, they (or certain permitted transferees thereof) will have the right to exchange their New Holdings Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. See "Certain Relationships and Related Person Transactions—Exchange Agreement."

Offering Transactions

We estimate that our net proceeds from this offering, after deducting estimated underwriting discounts, will be approximately $            (or $            if the underwriters exercise in full their option to purchase additional shares of Class A common stock). DynaVox Inc. intends to use $            of these proceeds to purchase                  newly-issued New Holdings Units from DynaVox Systems Holdings LLC. DynaVox Inc. intends to use the remaining proceeds, or $            (or $            if the underwriters exercise in full their option to purchase additional shares of Class A common stock), to purchase from our existing owners, including members of our senior management,                  New Holdings Units (or             New Holdings Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock). See "Principal Stockholders" for information regarding the proceeds from this offering that will be paid to our directors and named executive officers.

As described above, we intend to use a portion of the proceeds from this offering to purchase New Holdings Units from our existing owners, including members of our senior management. In addition, the unitholders of DynaVox Systems Holdings LLC (other than DynaVox Inc.) may (subject to the

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terms of the exchange agreement) exchange their New Holdings Units for shares of Class A common stock of DynaVox Inc. on a one-for-one basis. The purchase of New Holdings Units and subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of DynaVox Systems Holdings LLC that otherwise would not have been available. These increases in tax basis will increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that DynaVox Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. We will enter into a tax receivable agreement with our existing owners that will provide for the payment by DynaVox Inc. to our existing owners of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that DynaVox Inc. actually realizes (or is deemed to realize in the case of an early termination payment by DynaVox Inc. or a change of control relating to our company) as a result of these increases in tax basis and of certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of DynaVox Inc. and not of DynaVox Systems Holdings LLC. See "Certain Relationships and Related Person Transactions—Tax Receivable Agreement."

In connection with its acquisition of New Holdings Units, DynaVox Inc. will become the sole managing member of DynaVox Systems Holdings LLC and, through DynaVox Systems Holdings LLC and its subsidiaries, operate our business. Accordingly, although DynaVox Inc. will initially have a minority economic interest in DynaVox Systems Holdings LLC, DynaVox Inc. will have 100% of the voting power and control the management of DynaVox Systems Holdings LLC.

We refer to the foregoing transactions as the "Offering Transactions."

As a result of the transactions described above:

•

the investors in this offering will collectively own            shares of our Class A common stock (or             shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and DynaVox Inc. will hold             New Holdings Units (or            New Holdings Units if the underwriters exercise in full their over-allotment option to purchase additional shares of Class A common stock);



•

our existing owners will hold            New Holdings Units (or             New Holdings Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock);



•

the investors in this offering will collectively have        % of the voting power in DynaVox Inc. (or         % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and



•

our existing owners, through their holdings of our Class B common stock, will have        % of the voting power in DynaVox Inc. (or        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Holding Company Structure

DynaVox Inc. will be a holding company, and its sole material asset will be a controlling equity interest in DynaVox Systems Holdings LLC. As the sole managing member of DynaVox Systems Holdings LLC, DynaVox Inc. will operate and control all of the business and affairs of DynaVox Systems Holdings LLC and, through DynaVox Systems Holdings LLC and its subsidiaries, conduct our business.

DynaVox Inc. will consolidate the financial results of DynaVox Systems Holdings LLC and its subsidiaries, and the ownership interest of the other members of DynaVox Systems Holdings LLC will be reflected as a noncontrolling interest in DynaVox Inc.'s consolidated financial statements.

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Pursuant to the limited liability company agreement of DynaVox Systems Holdings LLC, DynaVox Inc. has the right to determine when distributions will be made to the members of DynaVox Systems Holdings LLC and the amount of any such distributions. If DynaVox Inc. authorizes a distribution, such distribution will be made to the members of DynaVox Systems Holdings LLC pro rata in accordance with the percentages of their respective limited liability company interests.

The holders of limited liability company interests in DynaVox Systems Holdings LLC, including DynaVox Inc., will incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of DynaVox Systems Holdings LLC. Net profits and net losses of DynaVox Systems Holdings LLC will generally be allocated to its members (including DynaVox Inc.) pro rata in accordance with the percentages of their respective limited liability company interests. The limited liability company agreement provides for cash distributions to the holders of limited liability company interests of DynaVox Systems Holdings LLC if DynaVox Inc. determines that the taxable income of DynaVox Systems Holdings LLC will give rise to taxable income for its members. In accordance with the limited liability company agreement, we intend to cause DynaVox Systems Holdings LLC to make cash distributions to the holders of limited liability company interests of DynaVox Systems Holdings LLC for purposes of funding their tax obligations in respect of the income of DynaVox Systems Holdings LLC that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the taxable income of DynaVox Systems Holdings LLC allocable to such holder of limited liability company interests multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the nondeductibility of certain expenses and the character of our income).

See "Certain Relationships and Related Person Transactions—DynaVox Systems Holdings LLC Third Amended and Restated Limited Liability Company Agreement."

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USE OF PROCEEDS

We estimate that our net proceeds from this offering, after deducting estimated underwriting discounts, will be approximately $      (or $      if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

We intend to use $            of these proceeds to purchase newly-issued New Holdings Units from DynaVox Systems Holdings LLC, as described under "Organizational Structure—Offering Transactions." We intend to cause DynaVox Systems Holdings LLC to use approximately $            of these proceeds to repay outstanding indebtedness as described below and the remainder for general corporate purposes. We estimate that the expenses of this offering payable by us will be approximately $            , which expenses will be borne by DynaVox Systems Holdings LLC.

We intend to use the remaining net proceeds from this offering, or $      (or $      if the underwriters exercise in full their option to purchase additional shares of Class A common stock), to purchase New Holdings Units from our existing owners, including members of our senior management, as described under "Organizational Structure—Offering Transactions." Accordingly, we will not retain any of these proceeds. See "Principal Stockholders" for information regarding the proceeds from this offering that will be paid to our directors and named executive officers.

Pending specific application of these proceeds, we expect to invest them primarily in cash.

$            of the proceeds from this offering will be used to redeem our senior subordinated notes. The senior subordinated notes have an aggregate principal amount of $31.0 million, bear interest at a rate of 15% per annum and mature on June 23, 2015. The senior subordinated notes requires a premium for prepayment of 5% until June 23, 2010 that declines annually thereafter.

See "Pricing Sensitivity Analysis" to see how the information presented above would be affected by an initial public offering price per share of Class A common stock at the low-, mid- and high-points of the price range indicated on the front cover of this prospectus.

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DIVIDEND POLICY

We do not expect to pay any dividends in the foreseeable future.

The declaration, amount and payment of any dividends on shares of Class A common stock will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

DynaVox Inc. is a holding company and has no material assets other than its ownership of New Holdings Units in DynaVox Systems Holdings LLC. We intend to cause DynaVox Systems Holdings LLC to make distributions to us in an amount sufficient to cover cash dividends, if any, declared by us. If DynaVox Systems Holdings LLC makes such distributions to DynaVox Inc., the other holders of New Holdings Units will be entitled to receive equivalent distributions.

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CAPITALIZATION

The following table sets forth our cash and capitalization as of October 2, 2009:

•

on a historical basis for DynaVox Systems Holdings LLC; and



•

on a pro forma basis for DynaVox Inc. giving effect to the transactions described under "Unaudited Pro Forma Consolidated Financial Information," including the application of the proceeds from this offering as described in "Use of Proceeds."

You should read this table together with the information contained in this prospectus, including "Organizational Structure," "Use of Proceeds," "Unaudited Pro Forma Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and related notes included elsewhere in this prospectus.

See "Pricing Sensitivity Analysis" to see how the information presented above would be affected by an initial public offering price per share of Class A common stock at the low-, mid- and high-points of the price range indicated on the front cover of this prospectus.

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DILUTION

If you invest in shares of our Class A common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the pro forma net tangible book value per share of Class A common stock after this offering. Dilution results from the fact that the per share offering price of the shares of Class A common stock is substantially in excess of the pro forma net tangible book value per share attributable to our existing owners.

Our pro forma net tangible book value as of October 2, 2009 was approximately $      , or $      per share of Class A common stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value per share of Class A common stock represents pro forma net tangible book value divided by the number of shares of Class A common stock outstanding, after giving effect to the Recapitalization and assuming that all of the holders of New Holdings Units in DynaVox Systems Holdings LLC (other than DynaVox Inc.) exchanged their New Holdings Units for newly-issued shares of Class A common stock on a one-for-one basis.

After giving effect to the transactions described under "Unaudited Pro Forma Financial Information," including the application of the proceeds from this offering as described in "Use of Proceeds," our pro forma net tangible book value as of October 2, 2009 would have been $      , or $      per share of Class A common stock. This represents an immediate increase in net tangible book value of $      per share of Class A common stock to our existing owners and an immediate dilution in net tangible book value of $      per share of Class A common stock to investors in this offering.

The following table illustrates this dilution on a per share of Class A common stock basis assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock:

See "Pricing Sensitivity Analysis" to see how some of the information presented above would be affected by an initial public offering price per share of Class A common stock at the low-, mid- and high-points of the price range indicated on the front cover of this prospectus or if the underwriters exercise in full their option to purchase additional shares of Class A common stock.

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The following table summarizes, on the same pro forma basis as of October 2, 2009, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us and the average price per share of Class A common stock paid by our existing owners and by new investors purchasing shares of Class A common stock in this offering, assuming that all of the holders of New Holdings Units in DynaVox Systems Holdings LLC (other than DynaVox Inc.) exchanged their New Holdings Units for shares of our Class A common stock on a one-for-one basis.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma consolidated statements of income for the fiscal year ended July 3, 2009 and for the thirteen week period ended October 2, 2009 present our consolidated results of operations giving pro forma effect to the Recapitalization and Offering Transactions described under "Organizational Structure" and the use of the estimated net proceeds from this offering as described under "Use of Proceeds," as if such transactions occurred on June 28, 2008. The unaudited pro forma consolidated balance sheet as of October 2, 2009 presents our consolidated financial position giving pro forma effect to the Recapitalization and Offering Transactions described under "Organizational Structure" and the use of the estimated net proceeds from this offering as described under "Use of Proceeds," as if such transactions occurred on October 2, 2009. The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of these transactions on the historical financial information of DynaVox Systems Holdings LLC.

The unaudited pro forma consolidated financial information should be read together with "Organizational Structure," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and related notes included elsewhere in this prospectus.

The unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position of DynaVox Inc. that would have occurred had we operated as a public company during the periods presented. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our results of operations or financial position had the Recapitalization and Offering Transactions described under "Organizational Structure" and the use of the estimated net proceeds from this offering as described under "Use of Proceeds" occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date.

The pro forma adjustments principally give effect to:

•

the purchase by DynaVox Inc. of New Holdings Units with the net proceeds of this offering and the related effects of the tax receivable agreement. See "Certain Relationships and Related Person Transactions—Tax Receivable Agreement"



•

in the case of the unaudited pro forma consolidated statements of income, a provision for corporate income taxes on the income of DynaVox Inc. at an effective rate of        %, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state, local and/or foreign jurisdiction; and



•

the application of a portion of the proceeds from this offering to repay outstanding indebtedness, as described in "Use of Proceeds."

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Unaudited Pro Forma Consolidated Statements of Income

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Unaudited Pro Forma Consolidated Balance Sheet

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial data of DynaVox Systems Holdings LLC should be read together with "Organizational Structure," "Unaudited Pro Forma Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and related notes included elsewhere in this prospectus. DynaVox Systems Holdings LLC will be considered our predecessor for accounting purposes, and its consolidated financial statements will be our historical consolidated financial statements following this offering.

We derived the selected historical consolidated statement of income data of DynaVox Systems Holdings LLC for each of the fiscal years ended June 29, 2007, June 27, 2008 and July 3, 2009 and the selected historical consolidated balance sheet data as of June 27, 2008 and July 3, 2009 from the audited consolidated financial statements of DynaVox Systems Holdings LLC which are included elsewhere in this prospectus, and the consolidated balance sheet data as of July 1, 2005, June 30, 2006 and June 29, 2007 and the consolidated statements of income data for each of the fiscal years ended July 1, 2005 and June 30, 2006 from the audited consolidated financial statements of DynaVox Systems Holdings LLC which are not included in this prospectus. The condensed consolidated statement of income data for the thirteen week periods ended September 26, 2008 and October 2, 2009, and the condensed consolidated balance sheet data as of October 2, 2009 have been derived from unaudited condensed consolidated financial statements of DynaVox Systems Holdings LLC included elsewhere in this prospectus. The unaudited condensed consolidated financial statements of DynaVox Systems Holdings LLC have been prepared on substantially the same basis as the audited consolidated financial statements and include all adjustments that we consider necessary for a fair presentation of our consolidated financial position and results of operations for all periods presented.

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this discussion together with the consolidated financial statements, related notes and other financial information included in this prospectus. The following discussion may contain predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under "Risk Factors" and elsewhere in this prospectus. These risks could cause our actual results to differ materially from any future performance suggested below. Accordingly, you should read "Forward-Looking Statements" and "Risk Factors."

We operate on a fiscal calendar that results in a given fiscal year consisting of a 52-week or 53-week period ending on the Friday closest to June 30th of each year. For example, references to "fiscal year 2009" refer to the 53-week period ended on July 3, 2009. Fiscal year 2008 and fiscal year 2007 were both 52-week periods, which ended on June 27, 2008 and June 29, 2007, respectively.

Overview

We develop and market industry-leading software, devices and content to assist people in overcoming their speech, language or learning disabilities. Our proprietary software is the result of decades of research and development. Our trademark- and copyright-protected symbol sets are more widely used than any other in the world. These assets have positioned us as a leader in two areas within the broader market for assistive technologies—speech generating technologies and special education software. We believe that there are substantial opportunities for growth within both of these areas. The non-verbal populations in our targeted geographies are large and underserved. Similarly, the portion of the student populations who are classified as having special educational requirements is significant and growing.

Our chief executive officer, Edward L. Donnelly, Jr., assumed the role of chief executive officer in September 2007 after having been a member of the management committee of DynaVox Systems Holdings LLC since May 2004. Mr. Donnelly has since added other new members to our senior management team, including Michelle L. Heying as chief operating officer in December 2007. We believe that the efforts of our new management team have resulted in an acceleration of the growth in our revenue and earnings. Specifically, our new management team has focused on increasing our investment in sales and marketing infrastructure, nearly tripling the size of our sales and marketing team since 2007. Additionally, our new management team has focused on accelerating the commercialization of technology developed through our research and development efforts. In the past two years, we have introduced the EyeMax eye-tracking accessory and the highly portable Xpress speech generating device. The new management team has also focused on increasing sales of our special education software. Our special education software sales increased as a percentage of net sales during the thirteen week period ended October 2, 2009 as compared to the thirteen week period ended September 26, 2008. We expect additional growth in our special education software sales as we introduce the next generation of our software platform later this year.

Sales of our speech generating technologies is our largest source of revenue. In fiscal years 2007, 2008 and 2009, sales of speech generating technologies produced approximately 75%, 79% and 82%, respectively, of our net sales. Our revenue from sales of speech generating technologies has grown to $75.0 million in fiscal year 2009 from $49.8 million in fiscal year 2007. We believe that awareness of speech generating technology among potential users and speech language pathologists is growing, although still remains low. Accordingly, we believe a primary driver of our sales of speech generating technologies has been and will continue to be the scale and effectiveness of our sales and marketing infrastructure and other awareness-building activities. The pricing levels at which third party payors, including Medicare, Medicaid and private insurers, are willing to provide coverage for speech

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generating technology also significantly influences our sales of speech generating technologies because a significant portion of the speech generating devices that we sell are funded by such third-party payors.

Our other source of revenue is sales of special education software. In fiscal years 2007, 2008 and 2009, sales of special education software produced approximately 25%, 21% and 18%, respectively, of our net sales. While sales of our special education software have decreased as a percentage of total sales over the past two years, we expect sales of our special education software products and related content to increase as a percentage of total sales on a going forward basis. Our software products are generally purchased by special education teachers and are generally funded by schools, which receive funding from federal, state and local sources. The level of funding available for special education and educational technology is an important driver of our software sales. Currently, revenue from sales of our software products is generated primarily from up-front fees that we collect on the initial sale of our authoring tools. In calendar year 2010, we plan to introduce the next generation of our special education software, which we anticipate will be adopted by our existing customer base as well as new users. This new generation of our software products will allow us to diversify our revenue sources to include licensing fees and sales of professionally-generated content for use with our software platforms.

Our cost of sales as a percentage of net sales is also influenced by the mix of our net sales between speech generating technologies and special education software, with the gross margin on our software sales being moderately higher. Over the past three fiscal years, cost of sales has increased on an absolute level, but decreased as a percentage of net sales as a result of our fixed manufacturing overhead being allocated across a larger number of speech generating devices sold, a decrease in certain raw material prices obtained through new contractual arrangements and reduced shipping costs.

Our primary operating expenses are selling and marketing, research and development and general and administrative. Our selling and marketing expenses have also increased in absolute terms during the most recent three fiscal years as we have substantially increased the size of our selling and marketing operations. Our research and development expenses have increased over the past three years as a result of commercializing our pipeline of new products, product enhancements and new applications for our existing products. We intend to continue to increase the resources we devote to research and development on an absolute basis, but expect these expenses to decrease as a percentage of net sales over the longer term. Over the past three fiscal years, we have reduced general and administrative expenses as a percentage of net sales, although we expect these expenses to increase on an absolute basis in future periods as a result of increased costs that we expect to incur as a result of becoming a publicly-traded company.

Components of Results of Operations

Net Sales

Net sales constitute gross sales net of product returns and an allowance for discounts and adjustments at the time of the sale based upon contractual arrangements with insurance companies, Medicare allowable billing rates and state Medicaid rates. Our net sales are derived from the sales of speech generating devices and special education software and content. The following table summarizes our net

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sales by product categories for the most recent three fiscal years indicated both in dollar amounts and as a percentage of net sales:

From fiscal year 2007 to fiscal year 2009, we grew our net sales at a compound annual growth rate of 17%. Our net sales grew during that time primarily due to:

•

the increasing awareness, acceptance and use of speech generating devices;



•

the expansion of our U.S. direct sales force beginning in fiscal year 2007;



•

a shift in the mix of speech generating technologies sales from digitized products to synthesized products based on the introduction of the Series V; and



•

the expansion of our product portfolio.

Fiscal 2009 consisted of 53 weeks, versus 52 in each of fiscal 2008 and fiscal 2007.

Since fiscal year 2007, the geographic distribution of our net sales has remained relatively stable with U.S. net sales constituting approximately 80% to 85% of our net sales for both devices and software.

A majority of our net sales for devices are generated by our direct sales efforts for products that are shipped to clients and billed to Medicare (national), Medicaid (local) and private insurance companies as well as products that are shipped and directly billed to school districts, evaluation centers and Department of Veterans Affairs centers.

Our business has historically been seasonal and as a result, our net sales fluctuate from quarter to quarter. Net sales are usually higher in the second half of our fiscal year, particularly in our fourth fiscal quarter. In our fiscal year ended July 3, 2009, 57% of our net sales occurred in the second half of our fiscal year with 33% of our total net sales being realized in the fourth fiscal quarter. In fiscal year 2009, 34% of our speech generating technologies and 31% of our special education software net sales occurred during the fourth fiscal quarter. Sales of our speech generating technologies and of our special education software are highly seasonal as schools make a large percentage of their purchases of these products at the end of the school year, which is the second quarter of the calendar year and the fourth quarter of our fiscal year.

Cost of Sales

Cost of sales includes the direct labor and indirect costs of the final assembly operations performed at our facility in Pittsburgh, the cost of the component materials used in the final assembly, quality control testing, certain royalties, the distribution costs of our special education software center and other third-party costs. Our cost of sales is substantially higher in higher volume quarters, generally increasing as net sales increase. Changes in the mix of our products, such as changes in the proportion of synthesized

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to digitized devices may also impact our overall cost of sales. Our cost of sales has decreased as a percentage of net sales over the past three years primarily as a result of our fixed manufacturing overhead being allocated across a larger number of units sold, a decrease in certain raw material prices obtained through new contractual arrangements and reduced shipping costs. We review our inventory levels on an ongoing basis in order to identify potentially obsolete products and record any adjustments to our reserve as a component of cost of sales.

Operating Expenses

Selling and Marketing.    Selling and marketing expenses consist primarily of salaries, commissions, benefits and other personnel related expenses for employees engaged in field sales, front-end technical support to assist the sales process, sales operations (order authorization, processing and billing), marketing and external advertising and promotion. While some of these expenses vary proportionally with net sales, such as commissions, the majority of these expenses do not. As a result, selling and marketing expense as a percentage of net sales is usually higher in lower volume quarters and lower in higher volume quarters.

Our selling and marketing expenses increased in absolute terms during the three most recent fiscal years but have begun to decrease as a percentage of net sales, despite a greater than 50% increase in the headcount of our U.S. direct sales force and related support functions. This decrease as a percentage of net sales is primarily a result of an increase in productivity from our U.S. based sales force and increased effectiveness of our sales support and marketing efforts.

We expect our selling and marketing expenses to continue to increase in absolute terms as we continue to expand our direct sales force, both in the United States and internationally, and as we increase marketing costs around the launch of new products. However, we do not expect our selling and marketing expenses to increase significantly as a percentage of net sales.

Research and Development.    Our research and development expenses consist primarily of compensation of employees associated with the development, design and testing of new products, product enhancements and new applications for our existing products. We expense all of our research and development costs as they are incurred.

Our research and development expenses have increased as a percentage of net sales over the past three years from 6.4% in 2007 to 7.6% in 2009. This increase is a result of increased spending on developing our pipeline of new products, product enhancements and new applications for our existing products. We expect to continue to invest in the development of new products and technologies and expect our total research and development expenses to increase in absolute terms. However, we expect research and development expenses to decrease as a percentage of net sales over the longer term.

General and Administrative.    General and administrative expenses consist primarily of salaries, benefits and other personnel related expenses for employees engaged in finance, human resources and executive management. Other costs include outside legal and accounting fees, risk management (insurance) and other administrative costs.

We expect that our general and administrative expenses will increase in absolute terms and as a percentage of net sales in the shorter term as a result of additional legal, accounting, insurance and other expenses that we expect to incur as a result of being a public company. Among other things, we expect that compliance with the Sarbanes-Oxley Act and related rules and regulations will result in significant legal and accounting costs. We expect that these expenses will decrease as a percentage of net sales over the longer term.

Amortization of Certain Intangible Assets.    We have finite-lived intangible assets composed of non-compete agreements, acquired software technology, trade names, and acquired backlog which are

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amortized on a straight-line basis over their estimated useful lives. Non-competition agreements are amortized over six years, acquired software technology is amortized over three to ten years, trade names are amortized over three years, and acquired backlog is amortized over a six-month period. Amortization related to acquired software technology and trade names is included in cost of sales. Amortization of non-competition agreements and acquired backlog is included in operating expenses.

Interest Expense

Interest expense consists primarily of interest on borrowings under our existing and previous credit facilities and the senior subordinated notes. We issued the senior subordinated notes to fund the repurchase of all of the Class A units held by a related party. We intend to repay the senior subordinated notes with a portion of the proceeds from the Offering Transactions, which would reduce interest expense in fiscal year 2010 by approximately $4.7 million.

The Change in Fair Value and Net Gain (Loss) on Interest Rate Swap Agreements

During fiscal year 2009, we removed the cash flow hedge designation of our interest rate swap agreements. As a result, prospective changes in fair value were recorded as change in fair value and net gain (loss) on interest rate swap agreements during fiscal year 2009. Previously, these changes in fair value had been reported as a component of accumulated other comprehensive income on our consolidated balance sheet.

Other Expense, Net

Other expense, net primarily includes the amortization of deferred financing fees, the write-off of deferred financing fees because of a re-financing, and the realization of foreign exchange gains and losses.

Income Taxes

We are currently, and will through consummation of the Offering Transactions be, treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, our taxable income or loss is passed through to and included in the tax returns of our members. Accordingly, the accompanying consolidated financial statements do not include a provision for federal and most state and local income taxes. However, we generally make distributions to our members, per the terms of our limited liability company agreement, related to such taxes. We are subject to entity level taxation in certain states, and certain domestic and foreign subsidiaries are subject to entity level U.S. and foreign income taxes. As a result, the accompanying consolidated statements of income include tax expense related to those states and to U.S. and foreign jurisdictions where those subsidiaries operate.

After consummation of the Offering Transactions, DynaVox Inc. will become subject to U.S. federal, state, local and foreign income taxes with respect to its allocable share of any taxable income of DynaVox Systems Holdings LLC and taxed at the prevailing corporate tax rates.

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Results of Operations

The following table summarizes key components of our results of operations for the periods indicated both in dollars and percentage of net sales:

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The following table summarizes our net sales by product categories for the periods indicated both in dollars and percentage of net sales:

Thirteen Week Period Ended October 2, 2009 Compared to the Thirteen Week Period Ended September 26, 2008

Net Sales

Net sales increased 26.3%, or $5.1 million, to $24.3 million for the thirteen week period ended October 2, 2009 from $19.2 million for the thirteen week period ended September 26, 2008. The increase in net sales was due both to strong speech generating device sales which increased $3.5 million and software sales which increased $1.6 million. The significant growth in device sales was a result of strong demand and growth in the United States for new products such as the EyeMax and the Tango. The Tango was acquired as part of the Blink Twice acquisition and generated $1.8 million in revenue during the period. Software sales increased as a result of greater focus on the catalog and Internet distribution channels.

Gross Profit

Gross profit increased 30.7%, or $4.3 million, to $18.2 million for the thirteen week period ended October 2, 2009 from $13.9 million for the thirteen week period ended September 26, 2008. Gross margin increased 250 basis points to 75.0% for the thirteen week period ended October 2, 2009 from 72.5% for the thirteen week period ended September 26, 2008. The increase was primarily due to product mix accounting for approximately $2.6 million and higher software sales accounting for $1.5 million of the increase in gross profit.

Operating Expenses

Selling and Marketing.    Selling and marketing expenses increased 29.1%, or $1.9 million, to $8.5 million for the thirteen week period ended October 2, 2009 from $6.6 million for the thirteen week period ended September 26, 2008. This increase reflects the continued investment in the field sales organization which increased by approximately 22.1% and additional sales training expenses. Selling and marketing expenses totaled 35.1% and 34.3% of net sales for the thirteen week periods ended October 2, 2009 and September 26, 2008, respectively.

Research and Development.    Research and development expenses increased 63.3%, or $0.9 million, to $2.2 million for the thirteen week period ended October 2, 2009 from $1.4 million for the thirteen week period ended September 26, 2008. This increase was due to the continued investment in research

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and development personnel focused on software development for use in both our devices and our software products.

General and Administrative.    General and administrative expenses increased 7.5%, or $0.2 million, to $2.9 million for the thirteen week period ended October 2, 2009 from $2.7 million for the thirteen week period ended September 26, 2008. Due to increased scale and effective cost management, these costs are increasing slower than net sales and as a percentage of net sales were 11.9% and 14.0% for the thirteen week periods ended October 2, 2009 and September 26, 2008, respectively.

Amortization of Certain Intangibles.    Amortization of certain intangibles was $0.4 million for the thirteen week period ended October 2, 2009 and $0.1 million for the thirteen week period ended September 26, 2008. The increase of $0.3 million reflects the amortization on the intangible assets resulting from the Blink Twice acquisition that occurred at the beginning of fiscal year 2010.

Interest Expense

Interest expense decreased $0.4 million to $2.0 million for the thirteen week period ended October 2, 2009 from $2.4 million for the thirteen week period ended September 26, 2008. This decrease was due primarily to a lower level of weighted average borrowings as we made scheduled principal payments during fiscal year 2009 and an excess cash flow payment during the thirteen week period ended October 2, 2009.

Change in Fair Value and Net Gain (Loss) on Interest Rate Swap Agreements

For the thirteen week period ended October 2, 2009, there was an increase of $0.5 million of expense recognized due to the settlement of interest swap agreements compared to the same period in the prior year due to changes in the interest rates during the periods.

Net Income

Net income increased $0.7 million, to $1.7 million or 6.8% of net sales for the thirteen week period ended October 2, 2009 from $1.0 million or 5.0% of net sales for the thirteen week period ended September 26, 2008.

Fiscal Year 2009 Compared to Fiscal Year 2008

Net Sales

Net sales increased 11.9%, or $9.7 million, to $91.2 million in fiscal year 2009 from $81.4 million in fiscal year 2008. The increase in net sales was primarily due to speech generating device sales which increased $10.4 million while software sales decreased $0.7 million. The growth in device sales was a result of strong demand in the United States with sales increasing $12.4 million in fiscal year 2009 compared with fiscal year 2008. This increase in sales was attributable to the introduction of new products such as the EyeMax and continued growth of our signature V and Vmax product lines. Also, during fiscal year 2009 we expanded our U.S. based sales organization and executed a sales strategy focusing on certain target markets.

Gross Profit

Gross profit increased 15.0%, or $8.7 million, to $66.8 million in fiscal year 2009 from $58.1 million in fiscal year 2008. Gross margin increased 200 basis points to 73.3% in fiscal year 2009 from 71.3% in fiscal year 2008. The increase was mainly the result of an increase in sales of synthesized products, coupled with our ability to leverage our existing infrastructure to increase capacity without significantly increasing our costs.

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Operating Expenses

Selling and Marketing Expenses.    Selling and marketing expenses increased 13.9%, or $3.4 million, to $28.2 million in fiscal year 2009 from $24.7 million in fiscal year 2008. As a percentage of net sales these costs were 30.9% and 30.4% in fiscal year 2009 and fiscal year 2008, respectively. Our investment in the field sales organization was the main reason for the increase, coupled with variable selling expenses such as commissions, which increased due to increased sales.

Research and Development Expenses.    Research and development expenses increased 22.5%, or $1.3 million, to $6.9 million in fiscal year 2009 from $5.6 million in fiscal year 2008. This increase was primarily due to our investment in additional technical resources to support our growth initiatives.

General and Administrative Expenses.    General and administrative expenses decreased 18.1%, or $2.6 million, to $11.9 million in fiscal year 2009 from $14.5 million in fiscal year 2008. As a percentage of net sales these costs were 13.0% and 17.8% in fiscal year 2009 and fiscal year 2008, respectively. The decrease was primarily due to effective cost management and the absence of $2.2 million in employee severance costs incurred in fiscal year 2008, but not in fiscal year 2009.

Interest Expense

Interest expense increased $3.6 million to $8.4 million for fiscal year 2009 from $4.9 million for fiscal year 2008. This increase was due to the higher average borrowings resulting from our senior subordinated notes that we issued on June 23, 2008 in the amount of $31.0 million, which bear interest at 15% per annum.

Change in Fair Value and Net Gain (Loss) on Interest Rate Swap Agreements

During fiscal year 2009, we recorded a loss of $1.6 million on our interest rate swap agreements as we removed the cash flow hedge designation of the interest rate swap arrangements. All prospective changes in fair value were recorded as change in fair value and net gain (loss) on interest rate swap agreements in our consolidated statement of income during fiscal year 2009. Previously, these changes in fair value had been recorded in accumulated other comprehensive income on our consolidated balance sheet.

Net Income

Net income increased $1.6 million, to $8.8 million or 9.7% of net sales for fiscal year 2009 from $7.3 million or 8.9% of net sales.

Fiscal Year 2008 Compared to Fiscal Year 2007

Net Sales

Net sales increased 23.1%, or $15.3 million, to $81.4 million for fiscal year 2008 from $66.2 million for fiscal year 2007. The increase in net sales was primarily from device sales which increased $14.8 million due to strong demand both in the United States and internationally after the introduction of the Vmax synthesized product and our change in sales strategy and support to focus on creating greater customer awareness through increased direct sales resources.

Gross Profit

Gross profit increased 25.1%, or $11.7 million, to $58.1 million in fiscal year 2008 from $46.4 million in fiscal year 2007. Gross margin increased 110 basis points to 71.3% for fiscal year 2008 from 70.2% for fiscal year 2008. The increase was primarily due to changes in product mix within devices as a larger portion of higher margin products were sold. The margin expansion was also due to strict control over

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fixed manufacturing and distribution costs as well as the continuing reduction in cost per unit for the direct material cost.

Operating Expenses

Selling and Marketing.    Selling and marketing expenses increased 13.7%, or $3.0 million, to $24.7 million for fiscal year 2008 from $21.7 million for fiscal year 2007. This increase reflects an investment in the field sales organization and an increase in variable selling expenses on increased sales. As a percentage of net sales, these costs declined to 30.4% in fiscal year 2008 from 32.9% in fiscal year 2007.

Research and Development.    Research and development expenses increased 32.9%, or $1.4 million, to $5.6 million in fiscal year 2008 from $4.2 million in fiscal year 2007. This increase reflects the investment in additional technical resources to support our growth initiatives.

General and Administrative.    General and administrative expenses increased 52.4%, or $5.0 million, to $14.5 million in fiscal year 2008 from $9.5 million in fiscal year 2007. As a percentage of net sales, these costs were 17.8% and 14.4% in fiscal year 2008 and fiscal year 2007, respectively. This increase was primarily due to $2.2 million of employee severance benefits in fiscal year 2008.

Interest Expense

Interest expense decreased $0.7 million to $4.9 million for fiscal year 2008 from $5.6 million for fiscal year 2007. This decrease was primarily to lower average borrowings and a decrease in interest rates on our borrowings.

Net Income

Net income increased $2.4 million, to $7.3 million or 8.9% of net sales for fiscal year 2008 from $4.9 million or 7.4% of net sales.

Quarterly Results and Seasonality

The following table sets forth our historical unaudited quarterly consolidated statements of income data for each of our five fiscal quarters ended October 2, 2009 and expressed as a percentage of our net sales. This unaudited quarterly information has been prepared on the same basis as our annual audited consolidated financial statements appearing elsewhere in this prospectus, and includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary to present fairly the financial information for the fiscal quarters presented. The quarterly data should be read in conjunction with our audited and unaudited consolidated financial statements and the related notes appearing elsewhere in this prospectus.

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Quarterly Results of Operations

Our business is seasonal and historically has realized a higher portion of net sales, net income, and operating cash flows in the second half of the fiscal year and especially in the fourth fiscal quarter (second calendar quarter). Fourth quarter sales represented 33%, 31% and 33% of total annual sales for fiscal years 2009, 2008 and 2007, respectively.

Liquidity and Capital Resources

The management of our cash has been a major priority for us. The primary sources of cash are existing cash, cash flow from operations and borrowings under the $10.0 million revolving loan portion of our credit facility.

Our primary cash needs are to fund normal working capital requirements, capital expenditures, repay our indebtedness (scheduled interest and principal payments) and for tax distributions to members and any redemptions of common units.

We believe that our cash position, net cash provided by operating activities and availability under our senior secured credit facility will be adequate to finance working capital needs and planned capital expenditures for at least the next twelve months. We may, however, require additional liquidity as we

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continue to execute our business strategy. We anticipate that to the extent that we require additional liquidity, it will be funded through the incurrence of indebtedness, additional equity financings or a combination of these potential sources of liquidity.

Cash Flow

A summary of operating, investing and financing activities are shown in the following table:

Our net cash flow from operations for each of the last three fiscal years was $6.3 million, $14.2 million and $13.2 million, respectively. The increases in fiscal years 2008 and 2009 when compared to fiscal year 2007 are due to the improvement in operating performance and strict controls over working capital.

We have concentrated capital expenditures on investments in information technology, additional equipment for our expanding field based sales organization, new products and a new telecommunications system for our headquarters. Capital spending has averaged 2% to 3% of net sales for the past three fiscal years. There had been no strategic acquisitions made during the past three fiscal years. Blink Twice was acquired in July 2009.

Our financing activities have been primarily limited to making required principal payments and the issuance of the $31.0 million senior subordinated notes in June of 2008 required to fund the redemption of $34.2 million of Class A common units. We intend to repay the senior subordinated notes with the proceeds from the Offering Transactions. During fiscal year 2009 and our first fiscal quarter of 2010, we also made required payments on our credit facility and periodic shareholder distributions.

Operating Activities

Our operations consist of all the activities required to provide products to our customers. The net cash provided by these activities is dependent upon the timing of receipt of payment from our private pay and publicly funded customers and the timing of payment to our vendors, employees, taxing authorities and landlord among others. We generally collect our accounts receivable within 75 days.

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The principal factors impacting net cash provided by operating activities are the profitable operation of the business and the management of its working capital as shown below:

The most significant components of changes in assets and liabilities are trade receivables, inventories, accounts payable and accrued expenses and other current liabilities shown below:

Net cash provided by operating activities was $0.6 million and $1.5 million for the thirteen week periods ended October 2, 2009 and September 26, 2008, respectively. The $0.9 million decline in the thirteen week period ended October 2, 2009, when compared to the thirteen week period ended September 26, 2008, was due to a $2.5 million increase in changes in operating assets and liabilities partially offset by a $0.7 million increase in net income. The increase in operating assets and liabilities was due to a smaller change in trade receivables of $1.5 million due to increased collections in fiscal year 2009 compared to fiscal year 2010 and a $0.1 million decrease in trade accounts payable in fiscal year 2010 compared to an increase of $0.6 million in fiscal year 2009 resulting from increased payments to vendors in fiscal year 2010.

Net cash provided by operating activities was $13.2 million in fiscal year 2009 and $14.2 million in fiscal year 2008. The $1.1 million decline in net cash provided by operating activities in fiscal year 2009 compared to fiscal year 2008 is due to a decrease in changes in operating assets and liabilities of $2.9 million partially offset by the increase in net income of $1.6 million as well as higher amortization of deferred financing costs and depreciation and amortization. The decrease in changes in operating assets and liabilities was mainly related to the decrease in the change in accrued expenses and other current liabilities of $2.9 million due to accruals recorded at June 27, 2008 for royalties, compensation and increased commissions due to a larger number of sales representatives and increased net sales during fiscal year 2008. The changes in trade receivables, inventories and trade accounts payable had a neutral effect.

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Net cash provided by operating activities rose to $14.2 million in fiscal year 2008 from $6.3 million in fiscal year 2007. This $7.9 million improvement is due to a $4.9 million increase in changes in operating assets and liabilities and $2.4 million growth in net income. The increase in changes in working capital was mainly related to the growth in net sales which was reflected in trade receivables, inventories and trade accounts payable. The increase in the change in inventories was to support the sales growth initiatives and was offset by the change in trade accounts payable.

Investing Activities

Investing activities consists of capital expenditures and acquisitions of businesses.

Net cash used for investing activities increased $1.3 million to $1.9 million for the thirteen week period ended October 2, 2009 from $0.6 million for the thirteen week period ended September 26, 2008. The Blink Twice acquisition was made during the thirteen week period ended October 2, 2009 and required $0.9 million of net cash.

Capital expenditures were $0.4 million higher for the thirteen week period ended October 2, 2009 when compared to the thirteen week period ended September 26, 2008 due primarily to additional equipment deployed to our field based sales force and the installation of a new telecommunications system.

Capital expenditures increased to $2.9 million in fiscal year 2009 from the $2.2 million level in fiscal years 2008 and 2007, resulting from additional equipment deployed to both our existing and new field based sales employees.

Management anticipates that capital expenditures during fiscal year 2010 will approximate our recent historical performance.

Financing Activities

Financing activities consists of redemption of common units, shareholder distributions and borrowings and repayments of our outstanding indebtedness.

Net cash of $4.0 million and $1.8 million was required for financing activities in the thirteen week periods ended October 2, 2009 and September 26, 2008, respectively. The increase of $2.2 million in

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cash required was due to an increase of $3.0 million in principal payments made under our indebtedness partially offset by a $0.7 million decrease in shareholder distributions as required under our operating agreement.

Net cash of $3.9 million and $11.8 million was required for financing activities in fiscal year 2009 and fiscal year 2008, respectively. These cash requirements were primarily due to the net effect of the equity redemption and proceeds from additional issuance of debt that occurred during fiscal year 2008.

Net cash of $11.8 million and $3.7 million was required for financing activities in fiscal year 2008 and fiscal year 2007, respectively. This $8.1 million increase was due to the $34.2 million redemption of common units in fiscal year 2008 that was partially funded by the net proceeds (after $3.7 million in financing costs) of $27.3 million from the issuance of the $31.0 million senior subordinated notes. It is anticipated that the senior subordinated notes will be paid off with the proceeds from the Offering Transactions.

Financing Agreements

Senior Secured Credit Facility

DynaVox Systems LLC, a wholly-owned subsidiary of DynaVox Systems Holdings LLC, entered into a third amended and restated senior secured credit facility, dated as of June 23, 2008, with a syndicate of financial institutions, including GE Business Financial Services Inc. (formerly known as Merrill Lynch Business Financial Services Inc.), as administrative agent. The credit facility provides for a $52.0 million term loan facility that matures on June 23, 2014 and a revolving credit facility with a $10.0 million aggregate loan commitment amount available, including a $5.0 million sub-facility for letters of credit and a $2.0 million sub-facility for swingline loans, that matures on June 23, 2013. As of October 2, 2009, $47.4 million was outstanding under the term loan facility and there were no borrowings outstanding under the revolving credit facility.

All obligations under the credit facility are unconditionally guaranteed by DynaVox Systems Holdings LLC and each of DynaVox Systems LLC's existing and future wholly-owned domestic subsidiaries. The credit facility and the related guarantees are secured by substantially all of DynaVox Systems LLC's present and future assets and all present and future assets of each guarantor on a first lien basis.

In general, borrowings under the credit facility bear interest, at our option, at either (1) the Base Rate (as defined in the credit facility) plus a margin of between 2.75–3.75% (depending on the ratio of net total debt to Adjusted EBITDA (as defined in the credit facility)), or (2) a rate based on LIBOR plus a margin of between 3.75–4.75% (depending on the ratio of net total debt to Adjusted EBITDA). We incur an annual commitment fee of 0.375% or 0.5% (depending on the ratio of net total debt to Adjusted EBITDA) of the unused portion of the revolving credit facility.

No principal payments are due on the revolving credit facility until the applicable maturity date. Commencing on September 30, 2008 and ending on June 23, 2014, on the last date of each quarter, we are required to repay borrowings under the term loan facility in increasing percentages per year, beginning at 2.5%, with the remaining balance to be repaid on the applicable maturity date. The credit facility requires a mandatory prepayment in an amount equal to between 37.5–75.0% (depending on the ratio of net total debt to Adjusted EBITDA) of Excess Cash Flow (as defined in the credit facility) for fiscal year 2009 and each fiscal year thereafter.

The credit facility requires DynaVox Systems LLC to maintain certain financial ratios at the end of each fiscal quarter. These include a maximum ratio of net senior debt to Adjusted EBITDA for the preceding twelve-month period, a maximum ratio of net total debt to Adjusted EBITDA for the preceding twelve-month period and a minimum Fixed Charge Coverage Ratio (as defined in the credit

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facility) for the preceding twelve-month period. In addition, the credit facility provides for a maximum amount of Capital Expenditures (as defined in the credit facility) in each fiscal year.

The credit facility also contains affirmative and negative covenants customarily found in loan agreements for similar transactions, including but not limited to, restrictions on our ability to incur indebtedness, create liens on assets, incur certain contingent obligations, engage in mergers or consolidations, change the nature of our business, dispose of assets, make certain investments, engage in transactions with affiliates, enter into negative pledges, pay dividends or make other restricted payments, modify certain payments or modify certain debt documents, and modify our constituent documents if the modification materially adversely affect the interests of the lenders.

The credit facility contains customary events of default, including defaults based on a failure to pay principal, reimbursement obligations, interest, fees or other obligations, a material inaccuracy of representations and warranties; breach of covenants; failure to pay other indebtedness and cross-defaults; failure to comply with ERISA or labor laws; a change of ownership below certain thresholds by certain principal parties and other change of control events; events of bankruptcy and insolvency; material judgments; the passive holding company status of DynaVox Systems Holdings LLC, the immediate parent of DynaVox Systems LLC, and DynaVox International Holdings, Inc., a wholly owned subsidiary of DynaVox Systems LLC; and an impairment of collateral. Upon the occurrence of an event of default, the lenders have the ability to accelerate all amounts then outstanding under the credit facility, except that upon bankruptcy and insolvency events of default, such acceleration is automatic.

We anticipate that this credit facility will be amended in certain respects prior to this offering.

Senior Subordinated Notes

DynaVox Systems LLC entered into a senior subordinated note purchase agreement, dated as of June 23, 2008, with Blackrock Kelso Capital Corporation, as a purchaser and the several other additional purchasers party thereto. Under the senior subordinated note purchase agreement DynaVox Systems LLC issued $31.0 million of senior subordinated notes that mature on June 23, 2015. The senior subordinated notes bear interest at a rate of 15.0% per annum, payable quarterly in arrears.

The senior subordinated notes are unconditionally guaranteed by DynaVox Systems Holdings LLC and each of DynaVox Systems LLC's existing and future domestic subsidiaries, subject to the standard terms of subordination as set forth in a subordination agreement, dated as of June 23, 2008, among GE Business Financial Services, as administrative agent under the credit facility, and the purchasers under the senior subordinated note purchase agreement. The senior subordinated notes are unsecured.

The senior subordinated notes require us to maintain a maximum ratio of net total debt to Adjusted EBITDA for the preceding twelve-month period.

After the first anniversary of the closing date, the senior subordinated notes may be prepaid, subject to the following prepayment premiums in connection with any partial prepayment: (1) 105% of the principal amount outstanding if payment occurs at any time after the first, and up to and including the second anniversary of the closing date; (2) 103% of the principal amount outstanding if payment occurs at any time after the second, and up to and including the third anniversary of the closing date; (3) 102% of the principal amount outstanding if payment occurs at any time after the third, and up to and including the fourth anniversary of the closing date; and (4) 100% of the principal amount outstanding if payment occurs at any time thereafter.

We anticipate using a portion of the proceeds from this offering to redeem the senior subordinated notes.

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Note Payable

We also have a $1.1 million note payable related to an acquisition consummated in fiscal year 2004, which carries an interest rate of 7% to be paid quarterly and matures on September 30, 2010. Including the pay-off of this note payable, we are required to make debt payments during the next 12 months (starting from October 2, 2009) of approximately $1.5 million.

As of October 2, 2009 and July 3, 2009, we were in compliance with all covenants.

Off Balance Sheet Arrangements

We are not a party to any off balance sheet arrangements.

Contractual Obligations

The following table summarizes our contractual obligations as of October 2, 2009 and the effect such obligations are expected to have on our liquidity and cash flows in future periods.

As described in "Organizational Structure—Offering Transactions," we intend to use a portion of the proceeds from this offering to purchase New Holdings Units from our existing owners, including members of our senior management. In addition, the unitholders of DynaVox Systems Holdings LLC (other than DynaVox Inc.) may (subject to the terms of the exchange agreement) exchange their New Holdings Units for shares of Class A common stock of DynaVox Inc. on a one-for-one basis. The purchase of New Holdings Units and subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of DynaVox Systems Holdings LLC that otherwise would not have been available. These increases in tax basis will increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that DynaVox Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. We will enter into a tax receivable agreement with our existing owners that will provide for the payment by DynaVox Inc. to our existing owners of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that DynaVox Inc. actually realizes (or is deemed to realize in the case of an early termination payment by the corporate taxpayer or a change of control) as a result of these increases in tax basis and of certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This payment obligation is an obligation of DynaVox Inc. and not of DynaVox Systems Holdings LLC. See "Certain Relationships and Related Person Transactions—Tax Receivable Agreement."

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Impact of Inflation

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our results of operations and financial condition have been immaterial.

Related Party Transactions

For a description of our related party transactions, see "Certain Relationships and Related Person Transactions."

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk Management

Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies could adversely affect our financial results. Approximately 15% of our 2009 revenue was derived from currencies other than the U.S. dollar, mainly the British Pound and the Euro.

Interest Rate Risk

We are exposed to interest rate risk in connection with our senior secured credit facility, including any borrowings under the revolving facility thereunder, which bear interest at floating rates based upon certain spreads plus either LIBOR or Prime Rate. For variable rate debt, interest rate changes generally do not affect the fair value of the debt instrument, but do impact future earnings and cash flows, assuming other factors are held constant. As of July 3, 2009 and October 2, 2009, there we no borrowings outstanding under the revolving credit facility.

Critical Accounting Policies

Management's discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires estimates and judgments that affect the reported amounts of our assets, liabilities, revenue and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates under different assumptions or conditions.

Refer to Note 1 to our consolidated financial statements for fiscal year 2009 included elsewhere in the prospectus for a complete discussion of our significant accounting policies. We set forth below those material accounting policies that we believe are the most critical to an investor's understanding of our financial results and condition and that involve a higher degree of complexity and management judgment.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the customer is fixed or determinable and the collectability is probable. Our revenue is derived from the following sales:

Sales of assistive technology speech devices with embedded software:    These hardware devices have preinstalled software that is essential to the functionality of the device. Revenue for the entire device (hardware and software) is recognized upon transfer of title and risk of loss. We provide a limited one-year warranty on the hardware for these devices.

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Revenue derived from sales being funded by certain payors, mainly Medicare and Medicaid, is recognized upon receipt of the shipment by the customer, as risk of loss does not pass until customer receipt. Revenue derived from sales to other customers is recognized upon product shipment to the customer when title and risk of loss to the product transfers.

Our revenues are recorded, net of a contractual allowance for adjustments, at the time of sale based on contractual arrangements with insurance companies, Medicare allowable billing rates and state Medicaid fee schedules.

In connection with sales of speech generating devices, technical support is provided to customers, including customers of resellers, at no additional charge. This post-sale technical support consists primarily of telephone support services and online chat. To ensure our customers obtain the right devices, a significant amount of our customer support effort, including demonstrations, information, documentation and support and, for some potential customers, the use of a no-charge loaner device for a trial basis, are delivered prior to the sale of a device. As the fee for technical support is included in the initial fee for the device, the technical support and services provided post-sale are provided within one year, the estimated cost of providing such support is deemed insignificant and unspecified upgrades and enhancements are minimal and infrequent, technical support revenues are recognized together with the software product and license revenue. Costs associated with the post-sale technical support are not significant.

Sales of extended warranties for speech generating devices:    These service agreements provide separately priced extended warranty coverage for a three-year period (two years beyond the standard one-year warranty) on the devices. This service revenue is deferred and recognized as revenue on a straight-line basis over the term of the extended warranty period.

Sales of special education software:    These software sales relate to special education software sold to customers for use on personal computers. This Software does not require significant production, modification or customization for functionality. Revenue for the software is recognized upon transfer of title and risk of loss. No post contract customer support or upgrade rights are provided with our software.

Subscription arrangements for online content:    These subscription arrangements provide customers the ability to collaborate and share content in a web-based platform. This subscription revenue is recognized on a straight-line basis over the term of the subscription agreement.

Royalty payments from third-party use of our proprietary symbols:    These royalty payments relate to the licensing of our proprietary symbols to third parties for use in third-party products. These revenues are based on negotiated contract terms with third parties that require royalty payments based on actual third-party usage. This royalty revenue is recognized based on the third-party usage under the contract terms.

Nonincome-related taxes collected from customers and remitted to government authorities are recorded on the consolidated balance sheets as accounts receivable and accrued expenses. The collection and payment of these amounts is reported on a net basis in the consolidated statements of income and does not impact reported revenues or expenses.

Trade Receivables and Related Allowances

Trade receivables are recorded at the estimated net realizable amounts from customers. A contractual allowance is recorded at the time the related sale is recognized for customers that have negotiated contractual reimbursement rates such as insurance companies. Adjustments for contractual allowances are recorded as a reduction of net sales in the consolidated statements of income. A significant portion of our receivables are due from federal and state government reimbursement programs, such as Medicare and various Medicaid state programs. An allowance for doubtful accounts is recorded based on historical experience, payor mix and the aging of our accounts receivable. Adjustments for the

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allowance for doubtful accounts are recorded as a component of operating expenses in the consolidated statements of income.

Inventory Valuation

Inventory costs include material, labor, and overhead, and are stated at the lower of first-in, first-out (FIFO) cost or market value. We adjust the cost basis of inventory for obsolete and slow-moving inventory. Slow-moving inventory consists primarily of spare parts used for repairs of discontinued products. The inventory adjustments are estimated by evaluating historical usage of parts on hand, and the expected future use of such parts.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price paid over the fair value of the net assets of the acquired business. Intangible assets acquired in business combinations are recorded based upon their fair value at the date of acquisition.

We perform at least an annual test for impairment of goodwill and intangibles with indefinite lives. We use the end of our fiscal year for the annual test and have one reporting unit.

Goodwill is tested by comparing the carrying value of the reporting unit to its fair value. We use an income approach combined with market comparable information to estimate the fair value of our reporting unit. Absent an indication of fair value from a potential buyer or similar specific transactions, we believe that the use of this method provides reasonable estimates of a reporting unit's fair value. The income approach is based on projected future cash flow that is discounted to present value using factors that consider the timing and risk of the future cash flows. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting unit's expected long-term operating and cash flow performance. This approach also mitigates most of the impact of cyclical downturns that occur in the reporting unit's industry. The income approach is based on a reporting units' five-year projection of operating results and cash flows that is discounted using a weighted-average cost of capital. The projection is based upon our best estimates of projected economic and market conditions over the related period including growth rates, estimates of future expected changes in operating margins and cash expenditures. Given uncertainty inherent in calculating weighted cost of capital, and perpetual growth rates, we applied sensitivities of the discounted cash flows. We used ranges of 12.0% to 24.0% for weighted average cost of capital, and perpetual growth rates ranging from 2.0% to 6.0%. The resulting fair values exceeded carrying value in all instances. There are inherent uncertainties, however, related to these factors and to our judgment in applying them to this analysis. Nonetheless, we believe that this method provides a reasonable approach to estimate the fair value of our reporting units. Based on these tests, we have not recognized an impairment of our goodwill during any of the three fiscal years in the period ended July 3, 2009.

We have indefinite-lived intangible assets composed of certain symbols and trade names. We perform an impairment test of the carrying value of acquired symbols and trademarks annually at each fiscal year-end. We estimated the fair value of the acquired symbols and trademarks with indefinite lives using a "relief from royalty payments" approach. This approach applies a fair market royalty rate to a projected revenue stream, and discounting the cash flows to arrive at fair value. Given the uncertainties inherent in calculating discount rates, and selecting a fair value royalty rate, we applied sensitivities to these values. We noted that a 1% change in royalty rate would yield a change of approximately $1.0 million in fair value of symbols. A 1% change in royalty rate for trade names impacted fair value by approximately $1.05 million. While a 1% change in discount rate for symbols impacts fair value by approximately $150,000. For trade names, a 1% change in discount rate impacts fair value by approximately $100,000. Fair value is estimated by using the relief from royalty method (a discounted cash flow methodology). Based on these tests, we have not recognized an impairment of our indefinite-lived intangible asset during any of the three fiscal years in the period ended July 3, 2009.

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We believe that the method used for estimating fair value for our acquired symbols and trademarks provides a reasonable approach to estimate the fair value of our reporting unit.

We also have finite-lived intangible assets comprised of non-compete agreements and acquired software technology, trade names, and acquired backlog which are amortized on a straight-line basis over their estimated useful lives. Non-competition agreements are amortized over six years, acquired software technology is amortized over three to ten years. Amortization related to acquired software technology is included in cost of sales. Amortization of non-competition agreements and acquired backlog is included in operating expenses. These assets are tested for impairment whenever events or circumstances indicate that their carrying value may not be recoverable. We have not recognized an impairment of finite-lived intangible assets during any of the three fiscal years in the period ended July 3, 2009.

Derivative Financial Instruments

The accounting for derivative financial instruments can be complex and require significant judgments. Generally, the derivative financial instruments that we use are not complex and we do not engage in speculative transactions for trading purposes.

We use derivative financial instruments in the normal course of business to manage our exposure to rate changes in connection with our senior secured credit facility, including any borrowings under the revolving facility thereunder, which bear interest at floating rates based upon certain spreads plus either LIBOR or Prime Rate. For variable rate debt, interest rate changes generally do not affect the fair value of the debt instrument, but do impact future earnings and cash flows, assuming other factors are held constant.

We account for derivative instruments as either assets or liabilities in the consolidated balance sheet based on their fair values. Changes in the fair values are reported in earnings or other comprehensive income depending on the nature of the derivative and whether it qualifies for hedge accounting. Derivative instruments are designated and accounted for as either a hedge of a recognized asset or liability (fair value hedge) or a hedge of a forecasted transaction (cash flow hedge). For derivatives designated as cash flow hedges, the effective portion of changes in fair values is recognized in other comprehensive income. Changes in fair values related to fair value hedges as well as the ineffective portion of cash flow hedges are recognized in earnings. Changes in the fair value of the underlying hedged item of a fair value hedge are also recognized in earnings.

During fiscal 2009, we removed the cash flow hedge designation of our derivative instruments (which consist entirely of interest rate swaps). As a result, prospective changes in the fair value of the interest rate swaps are recognized directly in earnings and amounts residing in other comprehensive income related to the previously cash flow designated hedge are reclassified to earnings once the forecasted transaction affects earnings. The market prices or fair values used in determining the value of our interest rate swaps are management's best estimates utilizing information such as current interest rates, the notional value of the swap and counterparty credit risk. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. As a result, operating results are affected by changes in the fair value of these derivative financial instruments.

Management cannot predict whether, or to what extent, the factors affecting market prices may change, but those changes could be material and could be either favorable or unfavorable. A 1% increase or decrease in market interest rate would cause our interest rate swaps (which had a notional value of $35.0 million at October 2, 2009) to change in value by approximately $0.3 million.

Equity-Based Compensation

We account for equity-based compensation under the guidance set forth in ASC 718 (formerly Financial Accounting Standards Board, or FASB, Statement No. 123, FASB Statement No. 123(R) and Accounting Principles Board, or APB, Opinion No. 25). We adopted FASB Statement No. 123

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(revised 2004), Share-Based Payment, effective July 1, 2006, utilizing the prospective transition method. Prior to the adoption of FASB Statement No. 123(R), we accounted for equity-based compensation in accordance with APB Opinion No. 25 and related interpretations, as permitted by FASB Statement No. 123.

FASB Statement No. 123(R) requires the measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and such cost is recognized over the period during which an employee is required to provide services in exchange for the award.

We estimate the fair value of each restricted unit on the date of grant using the Black-Scholes option-pricing model. There are significant judgements and estimates inherent in the determination of the fair values. These judgements and estimates include determinations of the appropriate assumptions for the following factors:

The expected volatility was determined using a peer group of public companies in the educational services industry as it is not practicable for us to estimate our own volatility due to the lack of a liquid market and historical prices. The expected term of the units was determined in accordance with the existing equity agreements as the underlying units are assumed to be exercised upon the passage of time and the attainment of certain operating targets. The expected dividend yield was based on our expectation of not paying dividends on the restricted units for the foreseeable future. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant with a term consistent with the expected term of the options.

Recently Issued Accounting Standards

In October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements. The standard supersedes certain guidance in FASB ASC 605-25, Revenue Recognition—Multiple-Element Arrangements and requires an entity to allocate arrangement consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices (the relative selling price method). The standard eliminates the use of the residual method of allocation in which the undelivered element is measured at its estimated selling price and the delivered element is measured as the residual of the arrangement consideration, and requires the relative selling price method in all circumstances in which an entity recognizes revenue for an arrangement with multiple deliverable subject to ASU 2009-13. The standard must be adopted no later than the beginning of the first fiscal year beginning on or after June 15, 2010, with early adoption permitted through either prospective application for revenue arrangement entered into, or materially modified, after the effective date or through retrospective application to all revenue arrangement for all periods presented. We are evaluating the impact that the adoption of the standard will have on our consolidated financial statements.

In October 2009, the FASB issued ASU No. 2009-14, Certain Revenue Arrangements That Include Software Elements. The standard changes the accounting model for revenue arrangements that included both tangible products and software elements. Tangible products containing software components and nonsoftware components that function together to deliver the tangible product's essential functionality are no longer within the scope of software revenue guidance. This scope exclusion includes essential software that is sold with or embedded within the product and undelivered software elements that relate to that product's essential software. The standard is effect for revenue arrangements entered into or materially modified in fiscal years beginning after June 15, 2010, with early adoption permitted through retrospective application from the beginning of a company's fiscal year. This statement may be, but is not required to be, retrospectively adopted in prior periods. We are evaluating the impact that the adoption of the standard will have on our consolidated financial statements.

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BUSINESS

We develop and market industry-leading software, devices and content to assist people in overcoming their speech, language or learning disabilities. Our proprietary software is the result of decades of research and development and our trademark- and copyright-protected symbol sets are more widely used than any other in the world. These assets have positioned us as a leader in two areas within the broader market for assistive technologies—speech generating technologies and special education software. Due to the magnitude and growth of the underserved non-verbal or speech impaired populations in our targeted geographies and the significant and growing portion of the student populations who are classified as having special educational requirements, we believe that there are substantial opportunities for growth within both of these areas.

We are the largest provider of speech generating technology and we believe that we sell a significantly greater number of speech generating devices than our next largest competitor each year. We believe that this area of the assistive technologies market is significantly underpenetrated and growing. We estimate that each year in our targeted geographies 350,000 additional individuals join the population of those who could use advanced speech generating technologies but that, due to a low level of awareness, only a small proportion of these individuals will actually receive such a device. Our speech generating devices are used by those who are unable to speak, such as adults with amyotrophic lateral sclerosis, or ALS, often referred to as Lou Gehrig's disease, strokes or traumatic brain injuries and children with cerebral palsy, autism or other disorders. We believe that our speech generating devices can transform the lives of users by enabling them to communicate through synthesized or digitized (recorded) speech. Our devices also allow these individuals to connect with society and control their environment in a variety of ways, including the ability to access the Internet, send text messages and control light switches, televisions and other features of their homes. Our speech generating devices are powered by our software platform that utilizes sophisticated adaptive and predictive language models and our proprietary symbol sets. These devices allow our users to rapidly and efficiently generate speech. Our portfolio of speech generating devices provides users with a broad range of features and designs and makes use of an array of adaptive technology that permits users with physical or cognitive limitations to access and control our devices. For example, our new Xpress product line offers our speech generating technology in a small, portable device that uses a high resolution dynamic capacitive touch screen for clients with some level of physical ability, while our Vmax product allows more physically restricted users to control the device with their tongue, their head or, with the use of our EyeMax accessory, their eye movements. Speech generating technologies are prescribed based on evaluations by speech language pathologists and either provided directly by institutions, such as schools or funded for eligible clients by third-party payors including the U.S. Centers for Medicare and Medicaid Services, or CMS, and private insurance programs. In our fiscal year ended July 3, 2009, sales of our speech generating technology products represented approximately 82% of our net sales.

We are a leading provider of software for special education teachers and students with complex communication and learning needs. Our software is used by children with cognitive challenges, such as those caused by autism, Down syndrome or brain injury; physical challenges, such as those caused by cerebral palsy or other neuromuscular disorders; as well as by children with learning disabilities, such as severe dyslexia. Symbol-based adapted activities and material are the preferred method of educating children with these special needs. Educators use our proprietary software as a publishing and editing tool to create interactive, symbol-based educational activities and materials for these students and to adapt text-based materials to symbol-based materials for students with limited reading skills. Our Boardmaker family of products, which utilize our proprietary symbol sets, are the most widely used and recognized tools for creating symbol-based activities and materials in the industry. In calendar year 2010, we plan to introduce the next generation of our special education software, which we anticipate will be adopted by our existing customer base as well as new users. In addition to offering the key elements of functionality provided by our previous offerings, our newest software platform will include significant new content as well as online and desktop assets that provide an integrated web-based

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environment and the ability to collaborate and share content, or purchase our professionally-generated content, online. Funding for instructional materials for students with special needs and funding for technology in classrooms have grown in recent years and are forecasted to continue to grow. Funding comes primarily from federal sources including the American Recovery and Reinvestment Act, or ARRA, and the Individuals with Disabilities Education Act, or IDEA, but also includes funding from state and local governments as well as private schools and parents of children with special needs. In our fiscal year ended July 3, 2009, sales of our special education software products represented approximately 18% of our net sales.

In the United States, Canada and the United Kingdom, we sell our speech generating devices through a direct sales infrastructure focused on speech language pathologists. We believe that our sales force is significantly larger than that of our next largest competitor. We use strategic partnerships with third-party distributors to sell our products in other international markets that we have targeted. We sell our special education software through direct mail as well as through the Internet. We are also investing in our web-based and social media-based marketing and education efforts to build awareness for both our speech generating technologies and our special education software.

We place great importance on research and development and have a long history and demonstrated track record of innovation. We have innovated in the areas of touch screens with dynamic display, environmental control and word prediction in speech generating devices. Additionally, our Boardmaker family of products has been a leader in interactive symbol-based special education software.

Industry Overview

We currently compete in two areas within the assistive technologies market: speech generating technologies and special education software.

Speech Generating Technologies

Speech generating technologies are generally used as a proxy for verbal communication by non-verbal or substantially speech impaired adults and children. Degenerative and congenital conditions commonly found in adult and child users of speech generating technology include cerebral palsy, intellectual disabilities, ALS and autism. Other users of speech generating technology include adults who have experienced a stroke or traumatic brain injury as well as adults and children with temporary speech impairments.

We currently market our products in the United States, Canada, Australia, the United Kingdom and certain other countries within the European Union. According to sources such as the Centers for Disease Control, approximately 20 million adults and children in the United States suffer from conditions that may potentially lead to speech impairment, and it is estimated that 1.1 million additional individuals are diagnosed with these conditions every year. Assuming the same level of incidence, we estimate that throughout our targeted geographies approximately 46 million individuals suffer from these conditions and approximately 2.5 million additional individuals are diagnosed with them each year. We estimate that approximately 14% of these individuals, or 350,000 additional adults and children each year, are candidates for speech generating technologies, resulting in an annual opportunity of $1.8 billion from just new cases alone.

Today, the majority of people with newly diagnosed speech conditions typically rely on their own rudimentary means such as pointing or blinking or other basic forms of communication such as letter or symbol boards. People who seek treatment and assistive solutions are often referred to a speech language pathologist. These specialists are trained, accredited professionals who work with non-verbal or speech-impaired individuals to assess their needs, recommend assistive solutions to improve their ability to communicate and connect these individuals with sources of funding. There are nearly 110,000 speech language pathologists in the United States. Speech language pathologists practice primarily in schools, hospitals, long-term care centers and specialty evaluation centers.

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Once a potential user meets with a speech language pathologist, the specialists may recommend products, devices and therapies to address the individual's speech impairment. There are a variety of solutions to meet the range of physical function and cognitive abilities among our addressable customer population. These solutions range from manipulative materials or simple tools such as print boards and paper-based products to advanced speech generating technologies. Speech generating technologies range in sophistication. Simple devices have several buttons, each representing a pre-programmed word or phrase. Advanced devices utilize sophisticated software and hardware platforms offering "dynamic display" systems, allowing the user with impaired visual, motor and cognitive abilities to seamlessly move between multiple symbol-based communication pages using access methods, including touch, eye movement, head movement, breath, or other means. Speech language pathologists often recommend simpler speech generating devices initially to assess an individual's physical and cognitive abilities, and the individual's ability to use a speech generating device in their home, school or work environment, with the eventual goal of progressing the individual to a more advanced device.

CMS established coverage for assistive technologies to address speech impairment in 2001 and since that time most private insurers have added such coverage as well. In order to obtain funding by Medicare, Medicaid or a private insurer, potential users of speech impairment solutions typically go through the following evaluation and prescription pathway. First, the potential user must visit a speech language pathologist and undergo an evaluation of their physical and cognitive abilities. Based on the results of this evaluation, the specialist may recommend a specific solution to fit the user's needs. If the speech language pathologist decides that a speech generating device is appropriate, he or she, in conjunction with a physician, fills out an evaluation report and prescription, which are then submitted with a request for funding to CMS or another third-party payor. Once the funding requirements are met, the prescription is filled and the speech language pathologist educates the user on how to implement the solution in their environment.

The speech generating device segment of the assistive technology market is significantly under-penetrated for the eligible population who could benefit from this technology. We estimate that in our targeted geographies only a small proportion of those individuals who are diagnosed each year with a condition leading to speech impairment and who could use advanced speech generating technologies actually receive such a device. Furthermore, we believe that the subset of U.S. speech language pathologists who work with individuals who could benefit from advanced speech generating technologies and who recommend a device is underpenetrated. We believe a number of factors will contribute to the increased demand for speech generating technology, including:

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Growing Awareness Among Speech Language Pathologists.  In recent years, accredited speech language pathologist programs have begun to focus more on communication modalities, including speech generating technologies, as part of their standard curriculum. As more speech language pathologists learn about the benefits of speech generating technology and the availability of funding, either through formal training or professional experience, an increasing percentage of these specialists are recommending speech generating devices.



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Increasing Awareness Among the Underserved Population.  As the use of speech generating technology becomes more widespread, more potential users and their caregivers are learning about the benefits of speech generating technology. There is also a growing level of media coverage of speech generating devices and their users, and consumers are proactively learning about speech generating technology through web-based research and through web- and social media-based networking.



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Advances in Technology.  Technological advances have made speech generating technology more appealing and accessible to a broader range of potential users. Advances in adaptive technology that enhance access, such as touch screens and eye-tracking accessories, have made speech generating devices not only more efficient and easy to use, but also available to users whose physical limitations may have previously precluded them from using such a device. In addition,

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advances in computer technology have made devices faster, more portable and more aesthetically pleasing, enhancing the appeal of speech generating technology among potential end users. Finally, advances in software technology have increased the capability of speech generating technologies to provide enhanced functionality and integration with the Internet and other devices.

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Increasing Number of Eligible Users.  Many of the congenital, degenerative and traumatic conditions that cause speech impairment are becoming more prevalent. For example, one in 110 children are now diagnosed with autism every year in the United States. In addition, the conflicts in Iraq and Afghanistan have led to an increasing number of war veterans with traumatic brain injuries which can result in temporary or permanent speech limitations. Moreover, as the worldwide population ages and life expectancy increases, the increasing incidence of acquired and degenerative conditions such as stroke and ALS will expand the demand for speech generating technologies.



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Social Trends.  Individuals with disabilities are supported by active and well organized advocacy groups as well as significant federal legislation advocating community integration and equal access. Speech generating technology enhances the quality of life for its users by facilitating communication and greater independence. As such, speech generating technologies are continuing to garner a greater level of acceptance, including enhanced funding support from federal, state and school sources.

Special Education Software

Schools use a variety of instructional materials to meet the needs of students with speech and learning disabilities, including print-based materials and interactive software. These instructional materials are used by special education teachers and speech language pathologists to create symbol-based activities and content in order to facilitate learning and communication by students with physical, developmental, or congenital learning disabilities.

Special education software targets students in kindergarten through 12^th grade, or K–12, schools. In the United States, approximately 132,000 K–12 schools serve more than 55 million students. An estimated $12.2 billion was spent on instructional materials for K–12 education in the 2008–2009 school year. An estimated 6.0 million students in the United States are deemed to require special education, representing a market opportunity in excess of $1.0 billion. Although special education programs have access to the large pool of federal, state and local resources available for primary and secondary education, the key federal funding source supporting spending on instructional materials for students with special needs is IDEA. According to the U.S. Department of Education, an estimated $13 billion was spent in fiscal year 2009 under IDEA, and an estimated $25 billion was requested for fiscal year 2010, inclusive of an approximately $12 billion one-time increase in funding that offers states and local districts a unique opportunity to improve results for children with disabilities. Generally, these funds are to be used for short-term investments that have the potential for long-term benefits, including obtaining state-of-the-art assistive technologies and providing training in their use to enhance access to the general curriculum for students with disabilities. The IDEA program supports the Elementary and Secondary Education Act, commonly referred to as No Child Left Behind, or NCLB, which mandates that all students, including those with special education needs, show yearly proficiency improvements.

In the European Union, approximately 63 million students attend the equivalent of K–12 schools. According to the European Agency for Special Education Needs, approximately 3.6% of students, or 2.3 million students, are classified as requiring special education.

Ultimately, the accountability for education of students with special needs rests with special education teachers who are charged with preparing content to meet the unique educational requirements of students with physical or cognitive learning disabilities. Teachers employ a variety of special education materials, tools and software to generate learning content for students, ranging from non-technical

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printed materials to interactive educational software programs. Earlier generations of software are typically limited to generating print materials, addressing single users and delivering content to the classroom environment only. Newer generations of special education software permit teachers to adapt materials, interact directly with students in real time and allow teachers, caregivers and students to more readily access shared or professionally-generated content online, both inside and outside the classroom setting. In addition, pre-generated content reduces the amount of time educators must spend generating materials and activities and freeing them to spend more time with students.

We believe several factors will drive continued growth for special education software and content, including:

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Rising Education Accountability Standards.  Accountability standards such as those promulgated under NCLB set objectives that schools must satisfy for their entire student populations. As such, schools are focusing more of their efforts and resources on serving the more educationally challenged students, which requires unique approaches to learning.



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Higher Funding Levels.  In recent years, programs such as IDEA have provided new and growing sources of funds specifically earmarked for the educational needs of students with learning disabilities, including those with communication challenges. The American Recovery and Reinvestment Act, passed in February 2009, furthered the federal government's commitment to meeting the needs of special education students and significantly expanded the budgets for special education expenditures.



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Advancing Software Technologies.  As software technologies develop towards faster, more portable and less expensive computing power, schools are allocating more funds from their budgets to support technology. Web-enabled classrooms and software programs are also leading to increasing user appetites for pre-generated educational content available on a ready-to-use basis.



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Increasing Spending on Education Globally.  As countries become wealthier and more developed, classification standards for special education are becoming more inclusive. As more attention is paid internationally to students with special educational challenges, we expect that there will be increasing demand for special education software and content to meet their needs.

Our Solutions

We are focused on using technology to give people the ability to communicate and learn. We have developed a proprietary software platform that powers our speech generating devices to provide voice to those who cannot speak and is used by educators to help children with special needs. This software is the product of many years of research and development and utilizes our proprietary symbol sets and sophisticated adaptive and predictive language models to make communication more efficient.

Our Speech Generating Technology Solutions

We believe that our speech generating technologies can transform the lives of those who have significant speech, language, physical or learning challenges by enabling their communication. We believe the following competitive strengths have allowed us to achieve and maintain our position as the leading provider of speech generating technology:

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Broad and Innovative Speech Generating Device Portfolio.  We believe we offer the broadest and most innovative portfolio of speech generating devices that address the needs of individuals with severe physical or cognitive limitations. Our portfolio consists of seven different devices, each of which is designed to provide users with a broad range of features and adaptive technology so that they can access and control the device. Our devices can be connected to a variety of access methods including touch screens, joysticks, tongue switches and eye-tracking, among others. We believe that our EyeMax accessory, which enables users to access their device by blinking or by

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dwelling their eyes on a desired area of the screen, is one of the most advanced access method available in the industry.

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Features that Enhance the Quality of Life for Users.  We believe our implementation of the same advances that are being made in the consumer electronics area, such as reduction in device size and offering devices with a variety of appearances and features to suit individual preferences, is not only enhancing the quality of life for our users, but also expanding the attractiveness of using a device. A key strength of our speech generating devices is their ability to connect to and control the surrounding environment for the user. For instance, we offer devices that provide users with the ability to obtain services from others such as integrated email and text messaging, Internet access, wireless and computer capabilities, multimedia features and the ability to control light switches, televisions and other features of their homes.



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Comprehensive Customer Service and Support.  Our customer service team, which we believe is the largest in the industry, provides service and support through a variety of mediums, including personalized support from our field consultants, call centers, web conferencing, on-location clinical training sessions and online access and support. A significant portion of our customer support effort is delivered prior to the sale, as we seek to make it as easy as possible for those who can benefit from our speech generating technologies to learn about our product offerings, to obtain the right device and receive the support they need to integrate that device into their lives. We do this by providing a significant portion of our customer support, including demonstrations, information, documentation and support during the evaluation period and, in some cases, providing a no-charge loaner device to potential customers, prior to the actual sale.

Our Special Education Software Solutions

Our special education software allows educators to efficiently and collaboratively create interactive, symbol-based educational activities and materials for students with a variety of physical and cognitive challenges and to adapt text-based materials to symbol-based materials for students with reading difficulties. In addition, our rich collection of professionally-generated content for specific lesson plans provides a valuable, time-saving tool for teachers. We believe the following key factors enhance our market position in the special education software market:

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Offer Educators a Family of Products for Creating, Adapting and Delivering Content.  We offer the Boardmaker family of products, the most widely used and recognized publishing and editing tool that allows educators to efficiently create, adapt and deliver learning activities, such as stories, games, quizzes and interactive books, to suit the unique challenges of their students. We design our software to enable educators to create enriched interactive, on-screen activities that talk, prompt and support students in learning and to allow teachers to create printed symbol-based materials. Educators can utilize our software to create content from scratch, edit existing content, or utilize ready-to-use materials. The Boardmaker platform allows teachers to combine our proprietary symbols together with on-screen interactive content, including voice, text-to-speech, animation, video, photos, illustrations, sounds and more.



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Focus on an Enhanced and Customized Learning and Communication Experience for Children.  Our software provides educators with the necessary tools to enhance the learning experience for students with special needs. For instance, our software motivates students with auditory feedback and support through digitized or synthesized speech. In addition, our software requires students to use fine motor, gross motor, or switch-scanning skills as they interact with enriched content. Our software is also designed to capture students' interest by introducing personalized speech, sounds, images, photos, animation and videos.



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Provide Professionally-Generated Proprietary Content Offerings.  We offer a library of high-quality proprietary professionally-generated content that is immediately accessible to educators as an add-on purchase to our software offerings so that they can spend their time adapting materials

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for their students, rather than creating materials from scratch. Our selection of proprietary content provides time-saving, ready-made educational activities, templates and communication boards for use with our Boardmaker software platform. This content is created by our team of education specialists and partner professionals in the field and is suitable for a variety of settings, topics, abilities and age levels.

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Host and Manage Online Community Resource for Educators.  We created, host and manage the fast-growing AdaptedLearning.com website, which provides users of our special education software platform with an online community. Our AdaptedLearning.com community combines file sharing, powerful search capabilities, implementation articles, open discussion forums and community functions where educators can interact with each other on the challenges they face and find thousands of pre-made activities that others have created and posted to share. Currently, we provide access to AdaptedLearning.com for free to both users of our special education software platform and others, including non-customers. AdaptedLearning.com is an important resource for sharing ideas and helping educators to efficiently expand the range and quality of the activities and content they provide to their special needs students.

Our Strategy for Growth

Our mission is to transform the lives of those who have significant speech, language or learning disabilities. We believe that there remains a large global opportunity for us to serve the unmet needs of individuals who could benefit from our software, devices and content. Accordingly, we believe we can further expand the market penetration of our products and increase our revenue and earnings by pursuing the following business strategies:

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Continue to Expand the Scale, Reach and Sophistication of Our Direct Sales Force.  We plan to continue expanding our direct sales infrastructure in order to educate more speech language pathologists about the benefits to their clients of recommending our speech generating technologies. For example, since 2007 we have nearly tripled the size of our sales and marketing team, which significantly contributed to an increase in sales of our speech generating technologies. In addition to expanding our direct sales infrastructure, we plan to pursue more specialized segment-focused sales strategies, to better tailor our sales efforts to the particular needs and concerns of different types of customers, such as through separate sales teams focusing on children- and adult-specific speech language pathologists, specific institutions such as schools and hospitals or key accounts.



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Continue to Build Awareness.  We believe that a majority of non-verbal individuals and their caregivers are unaware that products such as ours exist. Furthermore, we believe that only a small portion of the subset of U.S. speech language pathologists who work with individuals who could benefit from advanced speech generating technologies currently recommend these devices due to a lack of formal training or experience. We plan to expand our coordinated marketing and public relations efforts to build awareness of our speech generating technologies among both potential end users and speech language pathologists. For example, our speech generating devices have been featured on the Today Show, Fox News and many other media outlets. We are also investing in our web-based and social media-based marketing and education efforts to build awareness and increase the frequency of customer contact for both our speech generating technologies and our special education software. For instance, we use targeted Web marketing and search engine optimization strategies and we regularly contact users of our special education software with new product and sales information.



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Continue to Build Communities.  We are expanding our fast-growing AdaptedLearning.com user community, which allows users of our software platform and others to share user-generated content as well as interact and exchange best practices. We believe that our sponsorship and support for the AdaptedLearning.com user community provides us with a connectedness with

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and deeper insight into our customers and a channel for marketing our professionally-generated content. We believe the online collaboration and sharing of content that occurs among the users of AdaptedLearning.com significantly enhances the value of our Boardmaker family of products to our customers. We also plan to continue to build our community of users of speech generating technology and software by strengthening our relationships with groups and institutions that serve individuals who could benefit from our products.

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Continue to Innovate and Maintain Our Technology Leadership Position.  We place great importance on research and development and have a long history and demonstrated track record of innovation. We have innovated in the areas of touch screens with dynamic display, environmental control and word prediction in speech generating devices and, through our Boardmaker family of products, we have been a leader in developing interactive symbol-based special education software. We plan to continue to develop new devices, access methods and modes of communication and to build upon our competitive advantage by protecting our intellectual property as we continue to innovate. For example, our newest special education software offering includes advanced web-based architecture and we are facilitating our international expansion by incorporating additional language capabilities into our speech generating devices and special education software.



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Continue to Strategically Drive Our International Sales.  We plan to continue to increase the revenue we generate from our existing and new international markets. We intend to strategically extend our proven direct sales model and add distributors in key markets, with a focus on those countries with broadly available funding for our products. We also intend to continue to expand our international marketing efforts. For example, we have recently launched a UK-specific website. As market adoption for speech generating technology and interactive software for students with special educational needs trails the United States, we believe the international opportunity will be a significant source of growth over the long-term.

Our Products

Our products serve two areas within the broader assistive technology industry: speech generating technology and special education software for students with special learning needs. All of our products are based on our core linguistic software and technology and incorporate our proprietary symbol sets.

Speech Generating Technology

Our speech generating devices provide a graphical user interface to convert user input in the form of pictorial symbols or text into synthesized and digitized speech. Our speech generating devices range in price from $3,285 for our M³ to $15,420 for our EyeMax system, and during our 2009 fiscal year, the weighted average per unit sales price of our speech generating devices was $6,622. We offer a broad range of products for users with varying levels of cognitive and physical abilities. For instance, users with higher levels of cognitive abilities are able to make greater use of text-based communication, whereas users with lower levels of cognitive abilities rely more heavily on our symbol sets. Users with lower physical abilities use input devices like our EyeMax eye-tracking system and tongue switches, whereas users with higher physical abilities can use more portable handheld systems such as the Xpress. Our devices include a broad range of communication functions in addition to speech generation, including Internet access, text messaging and the ability to control light switches, televisions and other features in a user's home.

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Special Education Software

Our special education software provides robust authoring tools for creating both communication and educational activities translating text-based curriculum into a symbol-based visual presentation for students with a variety of cognitive and physical disabilities. We sell our special education software through our Mayer-Johnson subsidiary.

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Customer Service and Support

Our larger scale of operations allows us to support our selling efforts with stronger back-office support than that of our competitors. Our customer service representatives help our speech generating device customers:

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to evaluate our products,



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to navigate the complicated third-party payor funding procedures,



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to learn how to use our products and integrate them into their daily lives and



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with ongoing technical support issues.

Our expert sales representatives work with our customers and speech language pathologists to evaluate their needs and identify the appropriate products to help them communicate. This enables the speech language pathologist to determine a customized solution depending on the user's physical and cognitive capabilities.

Our sales representatives also work with speech language pathologists to provide ongoing training and support to assist users and caregivers in incorporating our products into their daily routine. This includes educating users and caregivers on all the features and benefits of our products to ensure optimal compliance.

We operate a customer support department that helps to provide technical solutions, as well as simple answers to complex programming questions. Our customer service staff can assist our customers both with initial training in the use of the device and with ongoing technical support. As a result of our product support and active quality assurance, including a three- to five-day turnaround for warranty repairs, speech language pathologist and end-user loyalty to our products is high. Our technical support personnel are frequently able to access, diagnose and often correct malfunctions in our speech generating devices remotely using the devices' integrated Internet access.

Sales and Marketing

The majority of our speech generating devices sold in the United States and abroad are marketed to speech language pathologists. Funding requirements dictate that a licensed speech language pathologist evaluates, recommends, and authorizes the device. Our special education software is typically sold to special education teachers and speech language pathologists at schools.

Speech language pathologists are trained, accredited professionals who work with non-speaking or speech-impaired individuals to assess their needs, improve their ability to communicate and work to provide sources of payment of expenditures related to their condition. We market our speech

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generating technologies to speech language pathologists in schools, outpatient rehabilitation centers, select disease clinics, hospitals, freestanding offices and home health agencies.

For our speech generating technologies, we employ a sophisticated, highly-trained direct sales force to market our products. Many of our sales representatives are generalists who sell our full range of products to all potential customers in a particular region. In recent years, we have begun to develop more specialized sales representatives, such as separate sales teams focusing on children- and adult-specific speech language pathologists, specific institutions such as schools and hospitals or key accounts. More specialized sales representatives are better able to tailor our sales efforts to the particular needs and concerns of different types of customers.

In the United States, Canada and the United Kingdom, we sell our speech generating devices through a direct sales infrastructure focused on speech language pathologists. We believe that our sales force is significantly larger than the sales force of our next largest competitor. We use strategic partnerships with third-party distributors to sell our products in the other international markets in Western Europe and Australia that we have targeted.

In addition to our sales personnel, we also use direct marketing initiatives to build public awareness of our products. We use sophisticated, coordinated marketing and public relations efforts to build awareness of our speech generating technologies among both potential end users and speech language pathologists. For example, our speech generating devices have been featured on the Today Show, Fox News and many other media outlets.

We sell our special education software through direct mail as well as through the web. We are also investing in our web-based and social media-based marketing and education efforts to build awareness and increase the frequency of customer contact for our special education software. For example, we use targeted web marketing and search engine optimization strategies and we regularly contact our users of our special education software with new product and sales information.

Research and Development

We place great importance on research and development and have a long history and demonstrated track record of innovation. As of October 2, 2009, our research and development staff consisted of 51 individuals.

For both our speech generating technologies and special education software, our research and development initiatives continue to improve the aesthetics, portability, speed and ease of access of our speech generating technologies and the ease of use, flexibility and connectivity of our special education software products. We work with a broad range of users of speech generating technology, speech language pathologists, special education teachers and academics who study issues relating to cognitive and speech impairments to better identify opportunities for innovation. Our research and development projects also include linguistic engineering and symbol design. For our speech generating technologies, we have innovated in the areas of touch screens with dynamic display, environmental control and word prediction in speech generating devices. For our special education software products, we have been a leader in developing innovative interactive symbol-based special education software. Our current research and development efforts are focused on enhancing the web-integration of our software products and developing our line of "eye gaze" products such as the EyeMax.

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During the fiscal years 2009, 2008 and 2007, we incurred research and development expenses of $6.9 million, $5.6 million and $4.2 million, respectively.

Intellectual Property

We own both copyrights and trademarks on PCS, the industry standard symbol set, and we seek to obtain trademark registrations for certain of our products, including Boardmaker, DynaVox, DynaWrite, InterAACT, Tango! and DynaSyms. We license our symbol sets to third parties, and in our fiscal year ended July 3, 2009, we received royalties for the use of PCS by other companies of approximately $400,000. In recent years, we have begun to make greater use of patent laws to protect our innovations. We also own intellectual property rights in our software and proprietary technology.

We seek to establish and maintain our proprietary rights in our technology and products through a combination of copyrights, trademarks, patents, trade secret laws and contractual rights. We also seek to maintain our trade secrets and confidential information through nondisclosure policies, the use of appropriate confidentiality agreements and other security measures. We have obtained registration for a number of trademarks in the United States and have a number of patent applications in the United States pending determination, including patents relating to our EyeMax eye-tracking technology. There can be no assurance, however, that our intellectual property rights can be successfully enforced against third parties in any particular jurisdiction.

We license certain software or other intellectual property from third parties to incorporate into our products. Significant licenses include DynaSyms (symbols), Gateway (page set), EyeTech (eye tracking software), Microsoft (operating systems), AT&T/Wizzard (voices), Acapela (voices), Loquendo (voices) and Nuance (voices).

Product Assembly

The components of our speech generating devices are manufactured by third parties. The final assembly is performed by our own personnel at our facilities in Pittsburgh, Pennsylvania.

Competition

We have many competitors in the broader assistive technology and educational software industries. Within our particular areas of speech generating technology and interactive software for students with special educational needs, we believe we are the largest player and have no dominant competitors. However, additional entrants, including larger technology companies and other assistive technology companies, could also choose to compete with us in these areas.

Third-Party Payors

The funding process for a speech generating device in the United States typically involves several steps. First, the speech language pathologist makes an evaluation and submits the relevant information to the appropriate funding sources. Once we receive the third-party payor authorization that the submission is accurate and complete and that the device will be funded according to prescribed funding guidelines, we ship the product directly to the speech language pathologist or end-user. At this point, the funding source becomes responsible for the payment of the product to us. In some cases, the funding source will require the patient to use a loaner device on a trial basis for a period of time before product funding will be granted. We do not ship our products, nor recognize revenue, until funding is approved for the end user.

In the United States, as well as in foreign countries, government-funded or private insurance programs, commonly known as third-party payors, pay the cost of a significant portion of a patient's medical expenses including, in many cases, speech generating technology. A uniform policy of coverage does not exist among these payors. Therefore, funding can differ from payor to payor. These third-party payors

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may deny funding if they determine that a device was not used in accordance with cost-effective treatment methods, as determined by the third-party payor. There can be no assurance that our products will be considered cost-effective by third-party payors, that funding will be available or, if available, that the third-party payors' funding policies will not adversely affect our ability to sell our products profitably.

CMS sets coverage policy for the Medicare program in the United States. CMS policies may alter coverage and payment related to our speech generating devices in the future. These changes may occur as the result of National Coverage Decisions issued by CMS directly or as the result of local or regional coverage decisions by contractors under contract with CMS to review and make coverage and payment decisions. CMS maintains a national coverage policy, which provides for the utilization of our speech generating technologies by Medicare beneficiaries. Medicaid programs are funded by both federal and state governments. Medicaid programs are administered by the states and vary from state to state and from year to year.

Commercial payor coverage for speech generating devices may vary across the United States. All third-party coverage programs, whether government funded or insured commercially, whether inside the United States or outside, are developing increasingly sophisticated methods of controlling healthcare costs through prospective coverage and capitation programs, group purchasing, redesign of benefits, careful review of bills, encouragement of healthier lifestyles and exploration of more cost-effective methods of delivering healthcare. These types of programs and legislative changes to funding policies could potentially limit the amount which healthcare providers may be willing to pay for speech generating technology.

As private insurance tends to follow Medicare guidelines, widespread coverage by independent insurers followed the 2001 Medicare policy adoption. Medicare and private insurance are now two major funding sources for speech-generating technology developers, such as us, and the funding from these sources is continuing to grow at a substantial rate. At the same time, funding from longstanding speech generating technology sources, Medicaid and schools, is also continuing to grow.

Medicare and most state Medicaid agencies follow a policy allowing the purchase of five years or a documented change in condition.

Our special education software authoring tools, the Boardmaker family of products, are primarily purchased by a speech language pathologist or special education teacher out of a school's annual budget. Our professionally-generated content for our special education software are also generally purchased out of a school's annual budget but are often purchased by a speech language pathologist or special education teacher independently.

Government Regulation

Our speech generating technology operations are directly, or indirectly through our customers, subject to various state and federal fraud and abuse laws, including, without limitation, the federal Anti-Kickback Statute and False Claims Act. These laws may impact, among other things, our proposed sales, marketing and education programs.

The U.S. Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made under a federal healthcare program such as the Medicare and Medicaid programs. This statute is normally used to insure that bribes or other illegal remuneration are not paid to physicians, or others, to induce their use of drugs or medical devices. Several courts have interpreted the statute's intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered business, the statute has been violated. The Anti-Kickback Statute is broad and prohibits many arrangements and practices that are lawful in

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businesses outside of the healthcare industry. Many states have also adopted laws similar to the federal Anti-Kickback Statute, some of which apply to the referral of patients for healthcare items or services funded by any source, not only the Medicare and Medicaid programs.

The U.S. False Claims Act prohibits persons from knowingly filing or causing to be filed a false claim to, or the knowing use of false statements to obtain payment from, the federal government. Various states have also enacted laws modeled after the federal False Claims Act.

In addition to the laws described above, the U.S. Health Insurance Portability and Accountability Act of 1996 created two new federal crimes: healthcare fraud and false statements relating to healthcare matters. The healthcare fraud statute prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors. The false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.

Voluntary industry codes, federal guidance documents and a variety of state laws address the tracking and reporting of marketing practices relative to gifts given and other expenditures made to doctors and other healthcare professionals. In addition to impacting our marketing and educational programs, internal business processes are affected by the numerous legal requirements and regulatory guidance at the state, federal and industry levels.

Medicare requires that all durable medical equipment suppliers, including us, undergo an external audit to certify they are operating within good manufacturing principles. We earned accreditation in March 2009.

Employees

As of October 2, 2009, we had 364 employees, including 165 in sales and marketing, 74 in customer and technical service and support, 51 in research and development, 39 in manufacturing and assembly, and 35 in general and administrative functions.

Facilities

We lease a 65,000 square foot facility in Pittsburgh, Pennsylvania, which houses our corporate headquarters and assembly operations. We also lease a 4,000 square foot facility in Birmingham, England. We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our business.

Legal Proceedings

We do not have currently any open lawsuits either pending or threatened, but we may from time to time be involved in litigation and claims incidental to the conduct of our business. Our businesses are also subject to regulation, which may result in regulatory proceedings against us.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth the names, ages and positions of our directors and executive officers. Prior to this offering we expect that additional directors who are independent in accordance with the criteria established by the NASDAQ Global Market for independent board members will be appointed to our board of directors.

Edward L. Donnelly, Jr. became our chief executive officer in September 2007, has been a director of DynaVox Inc. since its formation on December 16, 2009 and has been a member of the management committee of DynaVox Systems Holdings LLC since September 2004. Before becoming our chief executive officer, Mr. Donnelly was chief executive officer of Scrip Products, Inc. from March 2006 to August 2007. He also served as president and chief operating officer of Patterson Medical, formerly AbilityOne, from May 1995 to September 2005. Prior to this, Mr. Donnelly spent 13 years in senior sales and marketing roles, which included vice presidential positions in sales, corporate accounts and hospital marketing with Support Systems International and the Hill-Rom Co., both divisions of Hillenbrand Industries. He holds a bachelor's degree in nursing (1978) and a master's degree in Health Care Administration from Long Island University (1981).

Roger C. Holstein has been the chairman of the board of directors of DynaVox Inc. since its formation in December 2009 and has been a member of the management committee of DynaVox Systems Holdings LLC since October 2006. Mr. Holstein is a managing director with Vestar Capital Partners, which he joined as a senior advisor in 2006 and became a Managing Director in 2007. Prior to joining Vestar Capital Partners, Mr. Holstein was the chief executive officer of WebMD Health from 2001 and of WebMD Corp from May 2003, in each case until April 2005, and served in senior executive positions at WebMD and its predecessors starting in 1997. Prior to his tenure at WebMD, Mr. Holstein was a Member of the Office of the President of Medco, the nation's leading prescription benefit management firm. Since graduating from Swarthmore College in 1974, Mr. Holstein also held senior management positions at MCI Corporation, Warner Communications and Grey Advertising. Mr. Holstein began his career with the Spirits of St. Louis professional basketball team.

Erin L. Russell has been a director of DynaVox Inc. since its formation in December 2009 and has been a member of the management committee of DynaVox Systems Holdings LLC since October 2007. Ms. Russell is a principal with Vestar Capital Partners, which she joined in 2001. Previously, she was a member of the M&A Group at PaineWebber Inc. in New York. Ms. Russell received her bachelor of science degree in commerce, with a concentration in accounting, from the McIntire School of Commerce at the University of Virginia in 1996. She received her MBA from Harvard Business School in 2001.

William E. Mayer has been a director of DynaVox Inc. since December 2009 and has been a member of the management committee of DynaVox Systems Holdings LLC since May 2004. Mr. Mayer is the senior partner of the private equity firm Park Avenue Equity Partners, which he formed in 1999. From the fall of 1992 until December 1996, Mr. Mayer was a professor and dean of the College of Business

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and Management at the University of Maryland. Mr. Mayer worked at The First Boston Corporation (now Credit Suisse) for 23 years where he held numerous management positions, including president and chief executive officer. Over the past five years, Mr. Mayer has served as a board member of the following public companies: BlackRock Kelso, Reader's Digest (Sold), OPENFIELD Solutions (Sold) and Lee Enterprises, and is a trustee of the Columbia Group of Mutual Funds. Over the past 30 years, he has been a board member of numerous other public and private companies. Mr. Mayer was chairman of the Aspen Institute from 2000 to 2008 and is currently on its executive committee. He is past chairman of the Board of the University of Maryland, College Park, Maryland and is currently on its executive committee. He is also a board member of the Acumen Fund, Atlantic Council, a member of the Council on Foreign Relations and vice chairman of the Middle East Investment Initiative.

Michelle L. Heying joined us as chief operating officer in December 2007 and was named president in July 2009. She brings more than 18 years of leadership in both strategic development and operations working with companies in the healthcare, life science, and industrial/security industries. Prior to joining us, Ms. Heying served as vice president/general manager at Thermo Fisher Scientific from 2006 to 2007. In addition, she served in multiple general manager roles at General Electric Healthcare from 1991 to 2006 in the Americas X-Ray, Global Nuclear Medicine and Global Mammography divisions. She holds an MBA from the Kellogg Graduate School of Management at Northwestern University and a Bachelor of Science in Business Administration from the University of Wisconsin—Whitewater.

Kenneth D. Misch joined us in July 2009 as chief financial officer, bringing with him more than 20 years of domestic and international accounting, financial management and treasury experience with both public and private companies. Prior to joining us, Mr. Misch was chief financial officer at invivodata, Inc. from September 2006 to July 2009 and has also held the chief financial officer position at Artromick International from January 2006 to September 2006 and Expedient Communications from April 2004 to November 2005. Mr. Misch began his career at Price Waterhouse. He holds an MBA from the Weatherhead School of Management of Case Western Reserve University and a Bachelor of Science in Business Administration from Bowling Green State University. Mr. Misch is a Certified Public Accountant and serves on the Board of Directors of the Pittsburgh Chapter of Financial Executives International (FEI).

Robert E. Cunningham joined us in 1993 as the director of software development and has been our chief technology officer since May 2009. Prior to joining us, Mr. Cunningham was a senior software engineer at Vertex Software and vice president of research and development for the Guidance Corporation. He began his career as a research programmer at the University of Pittsburgh's Learning Research and Development Center, where he graduated summa cum laude with a Bachelor of Science degree in computer science. Mr. Cunningham has worked as an independent computer-programming consultant on long-term projects for Xerox, Inc. and the U.S. Air Force.

Richard Ellenson joined us as chief vision officer in July 2009 when we acquired Blink Twice where Mr. Ellenson was the chief executive officer since 2005. Prior to his tenure at Blink Twice, Mr. Ellenson was in advertising, where he worked for many larger agencies including Ogilvy & Mather and Leo Burnett and eventually started his own advertising company where he serviced clients from American Express and Cross Pens to Cointreu and HBO. Since entering the field of assistive technology, Mr. Ellenson has been on the boards of directors and advisory boards of the Assistive Technology Industry Association, California State University, Northridge's Center on Disabilities, and various United Cerebral Palsy groups, and has been appointed as an advisor to the National Institute of Deafness and Other Communication Disorders. Mr. Ellenson is a graduate of Cornell University and holds an MBA from The Wharton School of the University of Pennsylvania.

There are no family relationships among any of our directors, director nominees or executive officers.

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Composition of the Board of Directors After this Offering

Our board of directors currently consists of Mr. Donnelly, Mr. Holstein, Ms. Russell and Mr. Mayer, with Mr. Holstein serving as chair. Prior to this offering, we expect that            additional directors who are independent in accordance with the criteria established by the NASDAQ Global Market for independent board members will be appointed to the board of directors. Our bylaws will provide that our board of directors will consist of between            and       directors. Our board of directors will have discretion to increase or decrease the size of the board of directors. Our directors will be elected at each year's annual meeting of stockholders.

Upon completion of this offering, Vestar will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a "controlled company" under the NASDAQ Global Market corporate governance standards. As a controlled company, exemptions under the NASDAQ Global Market standards will free us from the obligation to comply with certain NASDAQ Global Market corporate governance requirements, including the requirements:

•

that a majority of our board of directors consists of "independent directors," as defined under the rules of the NASDAQ Global Market;



•

that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;



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that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and



•

for an annual performance evaluation of the nominating and governance committee and compensation committee.

These exemptions do not modify the independence requirements for our audit committee, and we intend to comply with the applicable requirements of the Sarbanes-Oxley Act and NASDAQ Global Market rules with respect to our audit committee within the applicable time frame. See "—Board Committees—Audit Committee."

Board Committees

Our board of directors will establish the following committees prior to the completion of this offering: an audit committee, a compensation committee and a corporate governance and nominating committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board.

Audit Committee

Upon the completion of this offering, our audit committee will consist of            ,             and            , with             serving as chair of the audit committee. Our audit committee will have responsibility for, among other things:

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selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;



•

evaluating the qualifications, performance and independence of our independent auditors;



•

monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;



•

reviewing the adequacy and effectiveness of our internal control policies and procedures;

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•

discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our interim and year-end operating results; and



•

preparing the audit committee report that the Securities and Exchange Commission, which we refer to as the SEC, requires in our annual proxy statement.

The SEC rules and NASDAQ Global Market rules require us to have one independent audit committee member upon the listing of our Class A common stock on the NASDAQ Global Market, a majority of independent directors within 90 days of the date of the completion of this offering and all independent audit committee members within one year of the date of the completion of this offering. Our board of directors has affirmatively determined that            and            meet the definition of "independent directors" for purposes of serving on an audit committee under applicable SEC and NASDAQ Global Market rules.

Compensation Committee

Upon completion of this offering, our compensation committee will consist of            ,             and            .             will be the chairperson of our compensation committee. The compensation committee will be responsible for, among other things:

•

reviewing and approving the compensation of our executive officers including annual base salary, annual incentive bonuses, specific goals, equity compensation, employment agreements, severance and change in control arrangements, and any other benefits, compensation or arrangements;



•

reviewing succession planning for our executive officers;



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reviewing and recommending compensation goals, bonus and stock compensation criteria for our employees;



•

reviewing and discussing annually with management our "Compensation Discussion and Analysis" disclosure required by SEC rules;



•

preparing the compensation committee report required by the SEC to be included in our annual proxy statement; and



•

administrating, reviewing and making recommendations with respect to our equity compensation plans.

Corporate Governance and Nominating Committee

Upon completion of this offering, our corporate governance and nominating committee will consist of            ,             and             .            will be the chairperson of this committee. The corporate governance and nominating committee is responsible for, among other things:

•

assisting our board of directors in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to the board of directors;



•

reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our board of directors;



•

overseeing the evaluation of our board of directors and management;



•

determining the compensation of our directors; and



•

recommending members for each board committee of our board of directors.

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Compensation Committee Interlocks and Insider Participation

The members of the compensation committee of the management committee of DynaVox Systems Holdings LLC are Mr. Holstein and Mr. Mayer. Upon completion of this offering, the members of the compensation committee of the board of directors of DynaVox Inc. will be            ,             and             . None of these individuals is a current or former officer or employee of us.

None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Director Compensation

Prior to the completion of this offering, we have been governed by the management committee of DynaVox Systems Holdings LLC. The following individuals served on the management committee during fiscal 2009: James W. Liken (Chairman), Edward L. Donnelly, Jr., Michael J. Herling, Roger C. Holstein, Michael N. Hammes, Augustine Nieto II, William E. Mayer, Erin Russell and Anil Shrivastava. Mr. Shrivastava resigned from the management committee during fiscal 2009. No remuneration is paid to members of the management committee for any period during which they serve as our employees or as employees of Vestar or Park Avenue Equity Partners. Accordingly, Messrs. Donnelly, Mayer and Shrivastava and Ms. Russell have not been compensated for their service on the management committee during fiscal 2009. Mr. Holstein was compensated for his service on the management committee until July 2008.

With the exception of Messrs. Nieto, Liken and Hammes, each member of the management committee who is not employed by us, Vestar or Park Avenue Equity Partners receives $3,000 per management committee meeting attended in person and $1,000 per meeting attended via conference call. Such members of the management committee also receive fees of $500 per meeting attended in person or via conference call for meetings of committees of the management committee that take place between regularly scheduled management committee meetings. Mr. Nieto is paid $3,000 per management committee meeting and $500 per meeting of a committee of the management committee regardless of whether he attends in person or via conference call, Mr. Liken is paid a fixed fee of $60,000 per year, payable on a quarterly basis, for serving as chairman of the management committee, and Mr. Hammes is paid a fixed fee of $25,000 per year, payable on a monthly basis, in light of his past experience with our business as the Chief Executive Officer of Sunrise Medical Inc., our former parent company.

Upon appointment to the management committee, members who are not employed by us, Vestar or Park Avenue Equity Partners are given the opportunity to acquire, at fair market value, a number of Class A and Class E units in DynaVox Systems Holdings LLC commensurate with that member's expertise and role within the management committee. The vesting terms of these units are discussed below in "Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentives."

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The following table provides summary information concerning the compensation, if any, paid to or accrued in respect of the members of the management committee for services rendered in that capacity during fiscal 2009.