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) February 9, 1999
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.)
3709 Citation Way #102
Medford, Oregon 97504
(Address of principal executive offices) (Zip Code)
541-776-7700
(Registrant's telephone number, including area code)
Total Number of Pages: 3
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Item 5. Other Events
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Restructuring of Debt:
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On February 9, 1999, Advanced Machine Vision Corporation ("AMV" or the
"Company") effected a restructuring of certain debt owed by AMV to the
former owners of Ventek, Inc. ("Ventek"), a subsidiary of the Company.
AMV issued the following notes in connection with the acquisition of
Ventek: (i) a 6.75% $1,000,000 note due July 23, 1999; (ii) a 6.75%
$2,250,000 note due July 23, 1999 convertible into the Company's Class A
Common Stock at $2.25 per share; and (iii) a $1,125,000 note and stock
appreciation rights payable (a) by issuance of up to 1,800,000 shares of
Class A Common Stock or, at the Company's option, in cash on July 23, 1999,
or (b) solely in cash in the event AMV Common Stock is delisted from the
Nasdaq Stock Market. The three notes are payable to Veneer Technology, Inc.
("Veneer"), a company owned by the four former stockholders of Ventek, all
of whom are current employees of the Company.
On February 9, 1999, the notes were amended, and the following actions
were taken:
1. $750,000 of the $1,000,000 note was paid to Veneer and the maturity
date of the remaining $250,000 was extended one year to July 23, 2000.
2. The maturity date of the $2,250,000 note was extended one year to
July 23, 2000.
3. 1,800,000 shares of restricted Class A Common Stock were issued to
Veneer in full satisfaction of the $1,125,000 note and the stock
appreciation rights were canceled. The shares cannot be transferred or
traded until January 1, 2000.
4. The Class I Warrant to purchase 250,000 shares of Common Stock
(originally issued in connection with AMV's acquisition of Ventek) was
canceled.
5. The maturity date of a $250,000 note due to AMV from Rodger A. Van
Voorhis, a shareholder of Veneer, president of Ventek and a director of
AMV, was extended one year to July 23, 2000.
Issuance of Restricted Stock:
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On February 9, 1999, the Company's Board of Directors awarded 350,000
shares of restricted stock to Veneer in consideration for past services and
to retain the four shareholders of Veneer, who are also employees of
Ventek, including Mr. Van Voorhis. The shares were issued under the
Company's 1997 Restricted Stock Plan. The shares cannot be transferred or
traded unless Veneer pays AMV $1.25 per share between February 1, 2000 and
January 31, 2001. Absent such payment within this time frame, the shares
will be forfeited and returned to the Company.
Item 7. Financial Statements and Exhibits
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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: February 16, 1999 By: /s/ Alan R. Steel
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Vice President, Finance and
Chief Financial Officer
