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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) June 5, 1998
ADVANCED MACHINE VISION CORPORATION
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-20097 33-0256103
(Commission File Number) (IRS Employer Identification No.)
2067 Commerce Drive
Medford, Oregon 97504
(Address of principal executive offices) (Zip Code)
541-776-7700
(Registrant's telephone number, including area code)
Total Number of Pages: 8
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Item 5. Other Events
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On June 5, 1998, Ventek, Inc. ("Ventek"), a wholly-owned
subsidiary of Advanced Machine Vision Corporation ("AMV"),
loaned $250,000 (the "Loan") to Rodger A. Van Voorhis, a
director of the AMV. Mr. Van Voorhis is also president and a
director of Ventek and a 25% owner of Veneer Technology, Inc.
("Veneer") from whom AMV purchased Ventek in July 1996. In
payment for Ventek, AMV issued, among other consideration, a
$1,000,000 6.75% note due July 23, 1999 (the "Note") and a
Class I Warrant to purchase 1,000,000 shares of AMV common
stock at $2.25 per share.
The Loan is secured by Mr. Van Voorhis' right, title and
interest in the Note. The Loan is payable on July 23, 1999.
Additionally, Mr. Van Voorhis and the other former owners of
Veneer agreed to amend the Class I Warrant to reduce the
number of shares issuable upon exercise of the Warrant from
1,000,000 to 250,000.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
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* Amendment to Class I Warrant dated June 5, 1998.
* $250,000 Note dated June 5, 1998 from Rodger A.
Van Voorhis to Ventek.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED MACHINE VISION CORPORATION
Date: June 15, 1998 By: /s/ Alan R. Steel
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Vice President, Finance and
Chief Financial Officer
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Exhibit Index
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4 Amendment to Class I Warrant dated June 5, 1998.
10.1 $250,000 Note dated June 5, 1998 from Rodger A. Van Voorhis to Ventek.
EXHIBIT 4
AMENDMENT TO CLASS I WARRANT
THIS AMENDMENT TO THE CLASS I WARRANT TO PURCHASE CLASS A COMMON STOCK
("Amendment") is made and entered into as of the 5th day of June 1998 by and
among Advanced Machine Vision Corporation, a California corporation ("Company")
on the one hand, and Veneer Technology, Inc. (formerly Ventek, Inc.), an Oregon
corporation ("Veneer") and Rodger A. Van Voorhis, Douglas Hickman, Kenneth
Winder and Thomas Thompson (collectively, the "Shareholders") on the other hand.
WHEREAS, the Class I Warrant was issued by the Company in connection with
that certain Asset Purchase Agreement dated July 24, 1996 by and among the
Company, Veneer and the Shareholders;
WHEREAS, the parties desire to amend the Class I Warrant to adjust the
number of shares of Class A Common Stock issuable upon exercise of the Class I
Warrant due to the failure of Ventek, Inc. to meet certain sales and earnings
goals set forth in the Class I Warrant;
WHEREAS, it is in the best interests of the parties to adjust such Warrant
to further simplify the Company's capital structure.
NOW THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties hereby agree as follows:
1. Veneer and the Shareholders represent that they have the legal right to
execute this Amendment.
2. Veneer and the Shareholders have not assigned or pledged in the past,
nor will they in the future assign or pledge, any right, title or
interest in the Class I Warrant or this Amendment.
3. The number of shares of Class A Common Stock issuable pursuant to the
Class I Warrant is changed from 1,000,000 to 250,000.
4. Section 2 of the Class I Warrant is hereby deleted in its entirety.
5. Section 1(d) is amended to read: "`Initial Warrant Exercise Date' shall
mean March 31, 1997."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the date first above
written.
ADVANCED MACHINE VISION CORPORATION
By: /s/ Alan R. Steel
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Alan R. Steel
Vice President, Finance and CFO
VENEER TECHNOLOGY, INC.
By: /s/ Rodger A. Van Voorhis
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Rodger A. Van Voorhis
President
SHAREHOLDERS
/s/ Douglas Hickman
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Douglas Hickman
/s/ Kenneth Winder
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Kenneth Winder
/s/ Thomas Thompson
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Thomas Thompson
/s/ Rodger A. Van Voorhis
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Rodger A. Van Voorhis
EXHIBIT 10.1
NOTE
$250,000 Date: June 5, 1998
FOR VALUE RECEIVED, Rodger A. Van Voorhis ("Maker") hereby promises to pay
to the order of Ventek, Inc. ("Payee") the principal sum of TWO HUNDRED FIFTY
THOUSAND Dollars ($250,000) in lawful money of the United States of America,
together with interest on the unpaid principal balance according to the terms
and subject to the conditions set forth in this Note.
1. INTEREST
This Note shall bear interest at the rate of 6.75% per annum. Interest on
the principal balance of this Note from time to time outstanding will be
computed on the basis of a 365-day year and actual days elapsed from the date of
this Note until paid in accordance with this Note. In no event shall the
interest rate exceed the maximum allowable by Oregon or any other applicable
law.
2. PAYMENT
Interest in the amount of $4,218.75 will be payable quarterly in arrears.
Principal will be paid in one installment on July 23, 1999 ("Maturity Date").
All payments will be made by Maker to Payee at such place as Payee shall
designate by written notice to the undersigned.
3. PREPAYMENT
The Maker may, at its option and upon 15 days prior written notice to the
Payee, prepay the principal amount hereof in whole at any time.
4. DEFAULT AND REMEDIES, SENIORITY AND OFFSET
(a) Events of Default. An Event of Default hereunder shall mean a default
in the payment of any installment of principal and interest hereof, as and when
due and payable, and be continuing for a period of 15 days following written
notice thereof by Payee to Maker.
(b) Remedies. At any time after the occurrence of an Event of Default the
Payee may, by written notice sent to the Maker by registered or certified mail,
return receipt requested, declare the entire amount of this Note to be forthwith
due and payable, whereupon this Note shall become forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are expressly waived. Upon acceleration by Payee, Payee shall be entitled to all
remedies available to it at law or in equity.
(c) Security Interest. The payment of the Note is hereby secured by Maker's
right, title and interest in that certain $1,000,000 note dated July 24, 1996
issued in connection with the Asset Purchase Agreement dated July 24, 1996 by
and among Advanced Machine Vision Corporation, Veneer Technology, Inc.
("Veneer") and the shareholders of Veneer, including Maker.
5. MISCELLANEOUS
(a) Notices. Unless otherwise specified herein, all notices and other
communications given or made pursuant to this Note shall be in writing and shall
be deemed to have been duly given if sent by telecopy or by registered or
certified mail, return receipt requested, postage and fees prepaid, or otherwise
actually delivered to the address of the party to whom the notice is addressed
as set forth below:
If to Payee:
Ventek, Inc.
Attn: President
4217 W Fifth Avenue
Eugene, OR 97402
FAX: 541-344-3780
With a copy to:
Advanced Machine Vision Corporation
Attn: President
2067 Commerce Drive
Medford, OR 97504
FAX: 541-779-6838
If to Maker:
Rodger A. Van Voorhis
4217 W Fifth Avenue
Eugene, OR 97402
FAX: 541-344-3780
Maker and Payee may each from time to time change its address for receiving
notice by giving written notice thereof in the manner set forth above.
(b) Amendment; Waiver. This Note shall be binding upon and inure to the
benefit of Maker and Payee and their respective successors, heirs, assigns, and
personal representatives. No provision of this Note may be waived unless in
writing signed by Payee, and waiver of any one provision of this Note shall not
be deemed to be a waiver of any other provision.
(c) Attorneys' Fees. If there occurs an Event of Default, the undersigned
promises to pay all reasonable costs and expenses of collection and attorneys'
fees and court costs incurred by the holder hereof on account of such
collection, whether or not suit is filed in relation thereto.
(d) Severability. Whenever possible, each provision of this Note shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Note shall be or become prohibited or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Note.
(e) Headings. The section and subsection headings contained in this Note
are included for convenience only and form no part of the agreement between the
parties.
(f) Governing Law. This Note shall be governed by, and construed in
accordance with, the laws of the State of Oregon.
IN WITNESS WHEREOF, the Maker has caused this Note to be executed by its
duly authorized officer as of the day and year first above written.
By: /s/ Rodger A. Van Voorhis
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Rodger A. Van Voorhis
