As filed with the Securities and Exchange Commission on December 15, 1997
Registration No. 33-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADVANCED MACHINE VISION CORPORATION
(Exact name of registrant as specified in its charter)
California 2067 Commerce Drive 33-0256103
(State or other Medford, OR 97504 (I.R.S. Employer
jurisdiction of (Address of Registrant's Identification No.)
incorporation or principal executive offices)
organization)
______________________________
ADVANCED MACHINE VISION CORPORATION 1997 NONQUALIFIED STOCK OPTION PLAN
(Full title of plan)
______________________________
Alan R. Steel
2067 Commerce Drive
Medford, Oregon 97504
Tel. (541) 776-7700
Fax. (541) 779-6838
(Name, address and telephone number,
including area code, of agent for service)
______________________________
Copy to:
Yvonne E. Chester, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, 16th Floor
Los Angeles, California 90067-2367
Tel. (310) 553-4441
Fax. (310) 201-4746
______________________________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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| | Proposed maximum | Proposed maximum | Amount of |
Title of securities | Amount to be | offering price | aggregate offering | registration|
to be registered | registered* | per share** | price** | fee |
- ----------------------|---------------|-------------------|---------------------|-------------|
| | | | |
Class A Common Stock | 500,000 | $2.0625 | $1,031,250 | $312.50 |
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</TABLE>
* Plus, in accordance with Rule 416 of the General Rules and Regulations
under the Securities Act of 1933 (the "General Rules"), such determinate
number of additional shares of Class A Common Stock as may become issuable
pursuant to antidilution provisions of the Advanced Machine Vision
Corporation 1997 Nonqualified Stock Option Plan (the "Plan") or resulting
from stock splits.
** Estimated solely for the purpose of determining the amount of the
registration fee and, pursuant to Rules 457(c) and 457(h) of the General
Rules, based upon the average of the closing bid and asked price of the
Class A Common Stock as reported in the Nasdaq Stock Market on December 11,
1997. These shares of Class A Common Stock represent the shares issuable
with respect to options that may be granted under the Plan.
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================================================================================
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
- -------------------------------------------------
The following documents filed by Advanced Machine Vision Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:
(i) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1996 (Commission File No. 0-20097);
(ii) The Company's quarterly report on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;
(iii) The description of the Company's Class A Common Stock contained
in the Company's Registration Statement (the "1996 Registration Statement") on
Form S-3 (Reg. No. 333-10847) filed with the Commission on August 26, 1996 under
the Securities Act of 1933, as amended, and any other amendment or report
(including Forms 8-K) subsequently filed by the Company
In addition, any document filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date hereof, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
shares of Class A Common Stock registered hereunder have been sold or that
deregisters all such shares of Class A Common Stock then remaining unsold, will
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities
- -----------------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel
- -----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
- ---------------------------------------------------
The Articles of Incorporation and the By-Laws of the Company provide
for the indemnification of directors and officers to the fullest extent
permitted by General Corporation Law of the State of California, the state of
incorporation of the Company.
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers of the Company under the
Securities Act of 1933.
Item 7. Exemption from Registration Claimed
- ---------------------------------------------
Not applicable.
Item 8. Exhibits
- ------------------
Exhibit
No. Description of Exhibit
- ------- ----------------------
4 Advanced Machine Vision Corporation 1997 Nonqualified
Stock Option Plan
5.1 Opinion of Troy & Gould Professional Corporation
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Troy & Gould Professional Corporation
(included as part of Exhibit 5.1)
23.2 Power of Attorney (contained in Part II)
Item 9. Undertakings
- ----------------------
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered hereunder which remain unsold at the
termination of the offering.
The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Medford, Oregon on December 10, 1997.
ADVANCED MACHINE VISION CORPORATION
By: /s/ William J. Young
-----------------------------------
William J. Young
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William J. Young and Alan R. Steel, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant, in the capacities and on the dates indicated.
Signature Title Date
- ------------------------- ----------------------------- -----------------
/s/ William J. Young Chief Executive Officer December 10, 1997
- ------------------------- (Principal Executive Officer),
William J. Young President and Chairman of the
Board
/s/ Alan R. Steel Chief Financial Officer December 10, 1997
- ------------------------- (Princial Financial and
Alan R. Steel Accounting Officer
/s/ Haig Bagerdjian Director December 9, 1997
- -------------------------
Haig Bagerdjian
/s/ Vikram Dutt Director December 9, 1997
- -------------------------
Vikram Dutt
/s/ James Ewan Director December 9, 1997
- -------------------------
James Ewan
- ------------------------- Director -----------------
Robert Loeffler
/s/ Jack Nelson Director December 10, 1997
- -------------------------
Jack Nelson
/s/ Rodger A. Van Voorhis Director December 11, 1997
- --------------------------
Rodger A. Van Voorhis
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- ----------------------------------------------------------------------
4 Advanced Machine Vision Corporation 1997 Nonqualified
Stock Option Plan
5.1 Opinion of Troy & Gould Professional Corporation
23.1 Consent of Price Waterhouse LLP
EXHIBIT 4
ADVANCED MACHINE VISION CORPORATION
1997 NONQUALIFIED STOCK OPTION PLAN
1. Purpose. The Advanced Machine Vision Corporation 1997 Nonqualified Stock
Option Plan (the "Plan") is hereby established to grant to key employees and
consultants of Advanced Machine Vision Corporation and its Subsidiaries
(individually and collectively, the "Company") an opportunity to acquire Class A
Common Stock of Advanced Machine Vision Corporation (the "Stock"), and to create
an incentive for such persons to remain in the employ of the Company and to
contribute to its success.
As used in the Plan, the term "Code" shall mean the Internal Revenue Code
of 1986, as amended, and any successor statute, and the terms "Parent" and
"Subsidiary" shall have the meaning set forth in Sections 424(e) and (f) of the
Code.
2. Administration. The Plan shall be administered by the Board of Directors
or a Plan Committee of the Board of Directors of the Company (the
"Administrator"). The Administrator shall consist of two members of the Board of
Directors who are "Non-Employee Directors" within the meaning of Rule
16b-3(b)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Administrator shall determine the meaning and application of the
provisions of the Plan and all option agreements executed pursuant thereto, and
its decisions shall be conclusive and binding upon all interested persons.
Subject to the provisions of the Plan, the Administrator shall have the sole
authority to determine:
(a) The persons to whom options to purchase Stock shall be granted;
(b) The number of options to be granted to each person;
(c) The price to be paid for the Stock upon the exercise of each option;
(d) The period within which each option shall be exercised; and
(e) The terms and conditions of each stock option agreement entered into
between the Company and persons to whom the Company has granted an option.
3. Eligibility. Key employees and consultants of the Company, as determined
by the Administrator, shall be eligible to receive grants of options under the
Plan.
4. Stock Subject to Plan. There shall be reserved for issue upon the
exercise of options granted under the Plan 500,000 shares of Stock or the number
of shares of Stock, which, in accordance with the provisions of Section 10
hereof, shall be substituted therefore. Such shares may be authorized but
unissued shares or treasury shares. If an option granted under the Plan shall
expire or terminate for any reason without having been exercised in full,
unpurchased shares subject thereto shall again be available for the purposes of
the Plan unless prohibited by law.
5. Terms of Options.
(a) Nonqualified Stock Options. Only nonqualified options may be
granted under the Plan. Each nonqualified stock option granted under the Plan
shall be evidenced by a stock option agreement between the person to whom such
option is granted and the Company. Such stock option agreement shall provide
that the option is subject to the following terms and conditions and to such
other terms and conditions not inconsistent therewith as the Administrator may
deem appropriate in each case:
(1) Option Exercise Price. The exercise price to be paid for
each share of Stock upon the exercise of an option shall be determined by the
Administrator at the time the option is granted, but shall in no event be less
than 85% of the fair market value of the shares on the date the option is
granted. As used in this Plan, the term "date the option is granted" means the
date on which the Administrator authorizes the grant of an option hereunder or
any later date specified by the Administrator. Fair market value of the shares
shall be (i) the closing price of shares of Stock sold on a national stock
exchange on the date the option is granted (or if there was no sale on such
date, the closing price on the most recent date the Stock traded), or (ii) if
the Stock is not listed on a national stock exchange on the date the option is
granted, the closing price of the Stock in the National over-the-counter market
on the date the option is granted, or (iii) if the Stock is not traded in any
market, that price determined by the Administrator to be fair market value,
based upon such evidence as it may think necessary or desirable.
(2) Period of Option. The period or periods within which an
option may be exercised shall be determined by the Administrator at the time the
option is granted, but shall in no event exceed ten years from the date the
option is granted.
(3) Payment for Stock. The option exercise price for Stock
purchased under an option shall be paid in full at the time of purchase. The
Administrator may provide that the option exercise price be payable, at the
election of the holder of the option, with the consent of the Administrator, in
whole or in part either in cash or by delivery of Stock in transferable form,
such Stock to be valued for such purpose at its fair market value on the date on
which the option is exercised. No share of Stock shall be issued until full
payment therefor has been made, and no employee shall have any rights as an
owner of shares of Stock until the date of issuance to him of the stock
certificate evidencing such Stock.
6. Nontransferability. The options granted pursuant to the Plan shall be
nontransferable except by will or the laws of descent and distribution, and
shall be exercisable during the Optionee's lifetime only by him and after his
death, by his personal representative or by the person entitled thereto under
his will or the laws of intestate succession.
7. Termination of Employment. Upon termination of the Optionee's
employment, his rights to exercise options then held by him shall be only as
follows:
(a) Retirement or Disability. If the Optionee's employment is
terminated by reason of his retirement by the Company, or, with the approval of
the Administrator, because of disability or other reasons, he may, within three
months following such termination, exercise the option to the extent the right
to exercise had accrued at the time of termination of employment. However, in
the event of his death prior to the end of the three-month period after the
aforesaid termination of his employment, his estate shall have the right to
exercise the option within one year following such termination with respect to
all or any part of the shares subject thereto, to the extent the right to
purchase such shares had accrued at the time of termination of employment.
(b) Death. If an Optionee's employment is terminated by death, his
estate shall have the right, for a period of one year following the date of such
death, to exercise the option to the extent the right to exercise had accrued
prior to the date of his death.
(c) Other Terminations. When an Optionee's employment is terminated
for any reason other than those provided in Sections 7(a) and 7(b) above, his
options shall be exercised only if and to the extent that they are exercisable
on the date of termination of his employment, and such options shall terminate
thirty days following the date of his termination of employment. In no event,
however, shall such options be exercised pursuant to this Section 7 after the
expiration date set forth in Paragraph 2 of the option agreement.
8. Acceleration upon Termination or Sale of Company. The Administrator may
determine to accelerate the exercisability of any or all options after
termination of employment. In the event the Company or its stockholders enter
into an agreement to dispose of all or substantially all of the assets or
capital stock of the Company by means of a sale, merger, consolidation,
reorganization, liquidation or otherwise, an option granted under the Plan, in
addition to accelerated exercisability under any provisions of Section 10(b)
hereof that may be applicable, will, in the discretion of the Administrator, if
so authorized by the Board of Directors and conditioned upon consummation of
such disposition of assets or stock, become immediately exercisable during the
period commencing as of the date of the execution of such agreement and ending
as of the earlier of the stated termination date of the option or the date on
which the disposition of assets or stock contemplated by the agreement is
consummated.
9. Transfer to Related Corporation. In the event an employee leaves the
employ of the Company to become an employee of a Subsidiary or an employee
leaves the employ of a Subsidiary to become an employee of the Company or
another Subsidiary, such employee shall be deemed to continue as an employee for
the purposes of this Plan.
10. Adjustment of Shares.
(a) In the event of changes in the outstanding Stock by reason of
stock dividends, stock splits, reverse stock splits, split-ups, consolidations,
recapitalizations, reorganizations or like events (as determined by the
Administrator), an appropriate adjustment shall be made by the Administrator in
the number of shares reserved under the Plan, in the number of shares set forth
in Section 4 hereof, and in the number of shares and the option price per share
specified in any stock option agreement with respect to any unpurchased shares.
The determination of the Administrator as to what adjustments shall be made
shall be conclusive. Adjustments for any options to purchase fractional shares
shall also be determined by the Administrator. The Administrator shall give
prompt notice to all optionees of any adjustment pursuant to this Section.
(b) Section 10(a) above to the contrary notwithstanding, in the event
of any merger, consolidation or other reorganization of the Company in which the
Company is not the surviving or continuing corporation (as determined by the
Administrator) or in the event of the liquidation or dissolution of the Company,
all options granted hereunder shall terminate on the effective date of the
merger, consolidation, reorganization, liquidation, or dissolution unless the
agreement with respect thereto provides for the assumption of such options by
the continuing or surviving corporation. Any other provision of this Plan to the
contrary notwithstanding, all outstanding options granted hereunder shall be
fully exercisable for a period of 30 days prior to the effective date of any
such merger, consolidation, reorganization, liquidation, or dissolution unless
such options are assumed by the continuing or surviving corporation.
11. Securities Law Requirements. The Administrator may require prospective
optionees, as a condition of either the grant or the exercise of an option, to
represent and establish to the satisfaction of the Administrator that all shares
of Stock acquired upon the exercise of such option will be acquired for
investment and not for resale. The Company may refuse to permit the sale or
other disposition of any shares acquired pursuant to any such representation
until it is satisfied that such sale or other disposition would not be in
contravention of applicable state or federal securities law.
12. Tax Withholding. The Company may require an optionee to pay to the
Company all applicable federal, state and local taxes which the Company is
required to withhold with respect to the exercise of an option granted
hereunder.
13. Amendment. The Board of Directors may amend the Plan at any time. The
provisions of the Plan shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.
14. Termination. The Plan shall terminate automatically on September 23,
2007. The Board of Directors may terminate the Plan at any earlier time. The
termination of the Plan shall not affect the validity of any option agreement
outstanding at the date of such termination, but no option shall be granted
after such date.
15. Effective Date. The Plan shall be effective upon its adoption by the
Board of Directors of the Company which is September 23, 1997.
EXHIBIT 5.1
OPINION OF TROY & GOULD PROFESSIONAL CORPORATION
December 9, 1997
Advanced Machine Vision Corporation
2067 Commerce Drive
Medford, Oregon 97504
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") of Advanced Machine Vision Corporation (the
"Company"), and the exhibits filed in connection therewith, which you have filed
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of up to
500,000 shares of the Company's common stock ("Common Stock") issuable under the
Company's 1997 Nonqualified Stock Option Plan (the "Plan").
For purposes of this opinion, we have examined such matters of law and
originals, or copies certified or otherwise identified to our satisfaction, of
the Plan and of such documents, corporate records and other instruments relating
to the adoption and implementation of the Plan as we have deemed necessary. In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified, photostatic or
conformed copies, and the authenticity of originals of all such latter
documents. We have also assumed the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
We have relied upon certificates of public officials and certificates of
officers of the Company for the accuracy of material factual matters contained
therein which were not independently established.
Based on the foregoing examination, we are of the opinion that the shares of
Common Stock issuable upon exercise of stock options granted pursuant to the
Plan are duly authorized and, when issued and paid for in accordance with the
Plan, will be validly issued, fully paid and nonassessable.
We consent to the use of our name in the Prospectus and the Registration
Statement, and to the filing of this opinion as an exhibit to the Registration
Statement. By giving you this opinion, we do not admit that we are experts with
respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act or the
rules and regulations promulgated thereunder.
Very truly yours,
TROY & GOULD
Professional Corporation
EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
March 18, 1997 appearing on page F-2 of Advanced Machine Vision Corporation's
(formerly ARC Capital) Annual Report on Form 10-K for the year ended December
31, 1996.
PRICE WATERHOUSE LLP
Portland, Oregon
December 15, 1997
