SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A
|X| AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File No. 0-20097
Advanced Machine Vision Corporation
(Exact name of registrant as specified in its charter)
California 33-0256103
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2067 Commerce Drive
Medford, Oregon 97504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (541) 776-7700
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, no par value
Class A Warrants
Class B Warrants
Units, each Unit consisting of two shares
of Class A Common Stock, two Class A
Warrants, and one Class B Warrant.
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 10, 1997, was approximately $17,261,000. (All officers
and directors of the registrant are considered affiliates; Class B Common Stock
is assumed to be equal in value to Class A Common Stock.)
On March 10, 1997, the registrant had 13,289,857 shares of Class A Common Stock
and 101,835 shares of Class B Common Stock, all no par value, issued and
outstanding.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
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The following table sets forth certain information regarding the beneficial
ownership of Class A Common Stock as of March 10, 1997, by (i) each person who
is known by AMV to own beneficially more than 5% of outstanding Class A Common
Stock; (ii) each of AMV's directors and named executive officers; and (iii) all
executive officers and directors of AMV as a group:
<TABLE>
<CAPTION>
Approximate
Amount and Nature of Percent of
Name and Address Beneficial Ownership Ownership(1)
---------------- -------------------- ------------
<S> <C> <C>
William J. Young 1,566,300 (2) (4) (5) 11.2%
2067 Commerce Drive
Medford, OR 97504
Allen & Company Incorporated 731,587 (3) 6.4%
and Allen Holding, Inc.
711 Fifth Avenue
New York, NY 10022
Dr. James Ewan 872,000 (2) (5) 6.4%
2067 Commerce Drive
Medford, OR 97504
Alan R. Steel 726,000 (2) (5) 5.3%
2067 Commerce Drive
Medford, OR 97504
Rodger A. Van Voorhis 608,333 (6) 4.4%
4217 West Fifth Avenue
Eugene, OR 97402
Nagaraj P. Murthy, DDS 400,727 (5) 3.0%
1601 North Long Beach Boulevard
Compton, CA 90221
Asif S. Ahmad 367,394 (5) 2.7%
249 East Ocean Boulevard
Long Beach, CA 90802
Jack Nelson, Esq. 75,000 (5) *
c/o 2067 Commerce Drive
Medford, OR 97504
Vikram Dutt 25,000 (5) *
150 North Wacker Drive
Chicago, IL 60606
Robert M. Loeffler 25,000 (5) *
10701 Wilshire Boulevard #1401
Los Angeles, CA 90024
Haig S. Bagerdjian 25,000 (5) *
20001 Prairie Street
Chatsworth, CA 91311
All executive officers and directors 4,690,754 30.4%
as a group (10 persons)
<FN>
* Less than 1%
(1) Does not include any shares of Class A Common Stock issuable upon
exercise of any options other than certain options held by such
shareholder.
(2) Includes 952,000, 572,000 and 476,000 shares of restricted stock owned by
Messrs. Young, Ewan and Steel, respectively.
(3) Pursuant to Schedule 13G, filed with the Securities and Exchange
Commission on February 14, 1997, this amount includes 126,904 shares of
Class A Common Stock issuable upon exercise of Class A Warrants and
604,683 shares of Class A Common Stock issuable upon exercise of Class B
Warrants.
(4) Consists of (i) 500,000 shares of Class A Common Stock issuable upon
exercise of vested options; (ii) an aggregate of 14,000 shares of Class A
Common Stock issuable upon exercise of 5,000 Class A Warrants and the
exercise of the Class B Warrants underlying the Class A Warrants; (iii)
72,800 shares of Class A Common Stock issuable upon exercise of 52,000
Class B Warrants (of which 14,000 Class B Warrants are held by Mr. Young
jointly with his spouse and 16,000 Class B Warrants are held by Mr. Young
as trustee for his minor child), and (iv) 27,500 outstanding shares of
Class A Common Stock.
(5) Includes the currently vested portion of options held by Messrs. Ahmad
(75,000 shares), Murthy (75,000 shares), Nelson (75,000 shares), Ewan
(300,000 shares), Steel (250,000 shares), Dutt (25,000 shares), Loeffler
(25,000 shares) and Bagerdjian (25,000 shares).
(6) Consists of (i) 25,000 shares of Class A Common Stock owned by Whamdyne
LLC; (ii) 333,333 shares of Class A Common Stock issuable pursuant to the
terms of a $2,250,000 convertible note to Veneer Technology, Inc.; and
(iii) 250,000 shares of Class A Common Stock issuable upon exercise of
warrants owned by Veneer Technology, Inc. Mr. Van Voorhis is a 25% owner
of Whamdyne, LLC and Veneer Technology, Inc. and is, therefore, deemed to
be a beneficial owner of such shares. See also "Certain Transactions."
</FN>
</TABLE>
The Class A Common Stock and Class B Common Stock are substantially identical on
a share-for-share basis. The holders of Common Stock vote as a single class on
all matters to come before stockholders for a vote and may cumulate their votes
in the election of directors upon giving notice as required by law. Each share
of Class B Common Stock is automatically converted into one share of Class A
Common Stock upon its sale or transfer, or the death of the holder.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
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Under the federal securities laws, the Company's directors, executive officers,
and any person holding more than 10% of the Company's Class A Common Stock,
Redeemable Class A Warrants, Redeemable Class B Warrants or Units (consisting of
shares of Class A Common Stock, Redeemable Class A Warrants and Redeemable Class
B Warrants) are required to report their ownership of the Company's securities
and any changes in that ownership to the Securities and Exchange Commission.
Specific due dates for these reports have been established, and the Company is
required to report in this Proxy Statement any failures to file by these dates
since the Company became public in March 1992. The Company knows of no instances
of persons who have failed to file or have delinquently filed Section 16(a)
reports within the most recently completed fiscal year except that one report
covering beneficial ownership by Mr. Van Voorhis of Class A Common Stock was
filed late.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
DATED: June 4, 1997 ADVANCED MACHINE VISION CORPORATION
By /s/ Alan R. Steel
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(Signature)
Title: Vice President of Finance and
Chief Financial Officer
