ADVANCED MACHINE VISION CORP
SC 13D, 1997-09-29
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)*

                       ADVANCED MACHINE VISION CORPORATION
                                (Name of Issuer)

                              Class A Common Stock
                         (Title of Class of Securities)

                                   00753B 10 4
                                 (CUSIP Number)

             Alan Steel, 2067 Commerce Drive, Medford, Oregon 97504
       (Name, Address and Telephone Number of Person Authorized to Receive
                           Notices and Communications)

                                September 25, 1997
             (Date of Event which Requires Filing of this Statement)


     If the filing  person has  previously  filed a statement on Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|

     Check the  following  box if a fee is being paid with the  statement |_| (A
fee is not required only if the reporting person:  (1) has a previous  statement
on file reporting beneficial ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

     Note: Six copies of this statement, including all exhibits, should be filed
with the  Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

     *The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).


                                SEC 1746 (12-91)

<PAGE>

                                  SCHEDULE 13D

- --------------------------------------------------------------------------------
CUSIP No.  00753B 10 4
- --------------------------------------------------------------------------------
     1    NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Alan Steel
- --------------------------------------------------------------------------------
     2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) |_|
                                                                        (b) |_|
- --------------------------------------------------------------------------------
     3    SEC USE ONLY


- --------------------------------------------------------------------------------
     4    SOURCE OF FUNDS*

          OO
- --------------------------------------------------------------------------------
     5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(E) |_|

- --------------------------------------------------------------------------------
     6    CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America
- --------------------------------------------------------------------------------
                                   7    SOLE VOTING POWER

                                        303,000
                           ----------------------------------------------------
         NUMBER OF                 8    SHARED VOTING POWER
          SHARES
       BENEFICIALLY                     0
       OWNED BY EACH        ----------------------------------------------------
         REPORTING                 9    SOLE DISPOSITIVE POWER
        PERSON WITH
                                        303,000
                            ----------------------------------------------------
                                  10    SHARED DISPOSITIVE POWER

                                        0
- --------------------------------------------------------------------------------
     11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          303,000
- --------------------------------------------------------------------------------
     12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

          |_|
- --------------------------------------------------------------------------------
     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          2.8%
- --------------------------------------------------------------------------------
     14   TYPE OF REPORTING PERSON*

          IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
       (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

<PAGE>

Item 1.  Security and Issuer.
- -----------------------------

     This  report  relates  to the  Class A  Common  Stock,  no par  value  (the
"Stock"), of ADVANCED MACHINE VISION CORPORATION,  a California corporation (the
"Issuer"). The principal executive officers are:

      Name                    Address                       Title
- ----------------        -------------------       ------------------------------
William J. Young        2067 Commerce Drive       Chairman, President and Chief
                        Medford, OR 97504         Executive Officer

Alan Steel              2067 Commerce Drive       Vice President Finance and
                        Medford, OR 97504         Chief Financial Officer


Item 2.  Identity and Background.
- ---------------------------------

     (a) The person filing this statement is Alan Steel.

     (b) The principal  business  address of Mr. Steel is 2067  Commerce  Drive,
Medford, OR 97504.

     (c) Mr. Steel's  principal  occupation is Vice President  Finance and Chief
Financial Officer of the Issuer,  which engages in the business of manufacturing
automated  visual  recognition and defect removal  equipment,  and the principal
executive offices of which are located at 2067 Commerce Drive,  Medford,  Oregon
97504.

     (d) Mr.  Steel has not,  during the last five years,  been  convicted  in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) Mr.  Steel  was not,  during  the last five  years,  a party to a civil
proceeding of a judicial or administrative  body of competent  jurisdiction as a
result of which he was  subject to a judgment,  decree or final order  enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws.

     (f) Mr. Steel is a citizen of the United States.

Item 3.  Source and Amount of Funds or Other Consideration.
- -----------------------------------------------------------

         Not applicable.

Item 4.  Purpose of Transaction.
- --------------------------------

     Mr. Steel contributed back to the Issuer 428,000 shares of restricted stock
to  simplify  the  Company's  capital  structure  and in an effort  to  increase
stockholder value through the reduction of total outstanding shares.

Item 5.  Interest in Securities of the Issuer.
- ----------------------------------------------

     (a) Mr.  Steel is the  beneficial  owner of 303,000  shares of Stock of the
Issuer, constituting 2.8% of such class.

     (b) Mr. Steel has sole power to vote,  direct the vote of,  dispose of, and
direct the disposition of the shares described in (a) above.

     (c) Not applicable.

     (d) Not applicable.

     (e) Not applicable.

Item 6.  Contracts, Arrangements, Understanding or Relationships with Respect to
         Securities of the Issuer.
- ----------------------------------

     48,000 shares of Class A Common Stock  beneficially  owned by Mr. Steel are
subject to a Restricted Stock Agreement dated January 10, 1997 between Mr. Steel
and the Issuer,  previously  filed with the Securities and Exchange  Commission.
250,000 shares of Class A Common Stock underlying options owned by Mr. Steel and
exercisable  within the next 60 days are subject to certain  restrictions in the
Incentive  Stock Option  Agreement dated February 5, 1995 between Alan Steel and
the Issuer, previously filed with the Securities and Exchange Commission.

Item 7.  Material to be Filed as Exhibits.
- ------------------------------------------

     Not applicable.

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.



Date:  September 25, 1997                    -----------------------------------
                                                         Alan Steel





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