ADVANCED MACHINE VISION CORP
8-K, 1998-09-15
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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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) September 9, 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: 2

<PAGE>

Item 5.           Other Events

                  On  September 9, 1998,  Advanced  Machine  Vision  Corporation
                  ("AMV")  entered into a non-binding  letter of intent ("Letter
                  of Intent") for FMC  Corporation  ("FMC") to purchase  119,100
                  shares of AMV's Series B Preferred Stock  ("Preferred  Stock")
                  for  $2,620,000.  The purchase  transaction  is expected to be
                  completed by October 9, 1998 and is subject to the approval of
                  AMV's Board of Directors and final documentation.

                  The  Preferred  Stock  will  initially  be  convertible   into
                  1,191,000  shares  of AMV  common  stock at $2.20  per  share,
                  which, if converted,  would represent a 10% ownership position
                  based on the current number of AMV common shares  outstanding.
                  The Letter of Intent also provides  that the  Preferred  Stock
                  contains  voting rights,  pays no dividends,  has a $2,620,000
                  preference in  liquidation  and contains an option to purchase
                  preferred shares equal to an additional 15% ownership position
                  at a price equal to the then current market value (as defined)
                  of the  equivalent  AMV common  stock.  FMC will also gain two
                  seats on AMV's Board of Directors.

Item 7.           Financial Statements and Exhibits

                  None



                                   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:  September 14, 1998                    By:  /s/ Alan R. Steel
                                                --------------------------------
                                                  Vice President, Finance and
                                                  Chief Financial Officer




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