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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) December 22, 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.)
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: 8
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Item 5. Other Events
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On December 22, 1998, Advanced Machine Vision Corporation's ("AMV")
Board of Directors adopted the 1998 Senior Management and Director
Stock Purchase Plan (the "Plan") whereby up to an aggregate of
$100,000 in loans may be made to participating executive officers
to purchase AMV common stock on the open market.
On December 22, 1998, AMV's Board of Directors amended the February
1998 Stock Rights Agreement ("Agreement") to provide that FMC
Corporation may purchase up to an additional 1,600,000 shares of
AMV common stock from persons other than AMV, and such purchase
would not be deemed a Triggering Event, shall not cause FMC to
become an Acquiring Person and shall not entitle the holder of any
Rights Certificates to exercise any rights evidenced thereby
(capitalized terms are as defined in the Agreement previously filed
with the Commission).
Item 7. Financial Statements and Exhibits
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* Amendment to Rights Agreement between the Company and American
Stock Transfer and Trust Company.
* 1998 Senior Management and Director Stock Purchase Plan.
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: January 14, 1999 By: /s/ Alan R. Steel
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Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
4.1 Amendment to Rights Agreement between the Company and American Stock
Transfer and Trust Company.
10.1 1998 Senior Management and Director Stock Purchase Plan.
Exhibit 4.1
Amendment to Rights Agreement
ADVANCED MACHINE VISION CORPORATION
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of December 22, 1998, to that certain RIGHTS
AGREEMENT, dated as of February 27, 1998, between Advanced Machine Vision
corporation, a California corporation (the "Company"), and American Stock
Transfer & Trust Company (the "Rights Agent").
WHEREAS, the Company and FMC Corporation ("FMC") entered into a Series B
Preferred Stock Purchase Agreement as of October 14, 1998 pursuant to which the
Company issued to FMC 119,106 shares of Series B Preferred Stock convertible
into 1,191,060 shares of Class A Common Stock of the Company;
WHEREAS, the Company and FMC entered into an Option Agreement dated as of
October 14, 1998 pursuant to which FMC has the option to purchase from the
Company the number of shares of Class A Common Stock equal to 15% of the
outstanding shares of Class A and Class B Common Stock on the exercise date;
WHEREAS, FMC may in the future desire to purchase additional shares of
Common Stock of the Company from persons other than the Company, which purchases
might cause FMC to become an Acquiring Person under the Rights Agreement,
depending on the interpretation of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has authorized this
Amendment to the Rights Agreement, pursuant to Section 27 of the Rights
Agreement.
NOW, THEREFORE, BE IT RESOLVED, that the Rights Agreement is hereby
amended to provide that FMC's purchase of up to 1,600,000 additional shares of
Common Stock from persons other than the Company shall not be deemed a
Triggering Event, shall not cause FMC to become an Acquiring Person and shall
not entitle the holder of any Rights Certificates to exercise any rights
evidenced thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Rights Agreement to be duly executed and attested, all as of the date first
above written.
ADVANCED MACHINE VISION CORPORATION AMERICAN STOCK TRANSFER &
TRUST COMPANY
/s/ Alan R. Steel /s/ Herbert J. Lemmer
By:______________________________ By:_________________________________
Name: Alan R. Steel Name: Herbert J. Lemmer
Title: Vice President, Finance & CFO Title: Vice President
Exhibit 10.1
1998 Senior Management and Director Stock Purchase Plan
ADVANCED MACHINE VISION CORPORATION
1998 SENIOR MANAGEMENT AND DIRECTOR
STOCK PURCHASE PLAN
This 1998 SENIOR MANAGEMENT AND DIRECTOR STOCK PURCHASE PLAN (this "Plan")
is adopted by the Board of Directors (the "Board of Directors") of Advanced
Machine Vision Corporation, a California corporation (the "Company"), effective
as of the 22nd day of December 1998 (the "Effective Date").
1. Purpose. The purpose of this Plan is to advance the interests of the
Company and its subsidiaries by providing stock ownership opportunities to
members of the senior management and directors of the Company, who contribute
significantly to the management, growth and financial success of the Company and
its subsidiaries. The Company recognizes that aligning senior management's and
directors' personal interests more closely with those of the shareholders and
with the Company's financial performance will benefit the long-term growth of
the Company while aiding it in attracting and retaining employees of exceptional
ability.
2. Administration. The Board of Directors shall, in its discretion,
establish such rules and regulations as it may deem appropriate for the proper
administration of the Plan and shall have full authority and power to interpret
and construe any provision of the Plan. Decisions of the Board of Directors
shall be final, binding and conclusive, on all persons who have an interest in
the Plan. The Plan shall be administered by either (a) the Board or (b) a
committee appointed by the Board in its sole discretion, which committee shall
consist of two or more non-employee directors, (the "Administrator").
3. Eligibility and Participation. The senior management eligible to
participate under the Plan are Alan Steel, William Young, James Ewan and Rodger
Van Voorhis (the "Eligible Participants"). Upon the approval of the Board of
Directors, however, additional senior management or directors of the Company or
any subsidiary may become eligible to participate in the Plan, subject to the
terms and conditions for such officer's or director's eligibility to participate
as determined by the Board of Directors.
4. Plan Loans. Under the Plan, the Company shall extend loans (a
"Loan") to an Eligible Participant upon his request for the sole purpose of
enabling such Eligible Participant to purchase shares of the Company's Class A
Common Stock, no par value ("Common Stock" or "Shares") in the open market. Each
Loan shall be represented by a full recourse promissory note executed by the
Eligible Participant in the form attached hereto as Exhibit A (the "Promissory
Note").
5. Voluntary and Discretionary Nature of Plan. The granting of the
right to purchase Shares under this Plan shall be entirely discretionary with
the Board of Directors, and nothing in this Plan shall be deemed to give any
employee of the Company or of any subsidiary of the Company any right to
participate in this Plan or to purchase Shares. Nothing herein may be construed
to limit or restrict the right of the Company or any subsidiary of the Company
to terminate the employment of any Eligible Participant at any time, with or
without cause, or to increase or decrease the compensation of such Eligible
Participant from the rate of compensation in existence at the time the Eligible
Participant received the right to purchase Shares under the Plan. Eligible
Participants are under no obligation to purchase any or all of the Shares made
available for purchase by them.
6. Maximum Amount of Loans. Under the Plan, the Company shall extend
Loans up to an aggregate of $100,000 to enable Eligible Participants to purchase
the Shares in the open market.
7. Procedure for Loans. Each Eligible Participant shall notify the
Company verbally or in writing of his intention to purchase Shares under the
Plan at least two days prior to funding. The Company will fund the Loan and in
consideration therefore, receive an executed Promissory Note from the Eligible
Participant to whom the Loan was made. Following the Eligible Participant's
purchase of the Shares, such Eligible Participant shall provide the Company with
a copy of the confirmed purchase order for the Shares purchased.
8. Interest Rate. Each Loan shall bear interest at the rate established
by the Administrator at the time of making of the Loan or as changed by the
Administrator from time to time during the term of the Loan, upon notice to the
Eligible Participant; provided that the rate shall not in any case be less than
that necessary to avoid "unstated interest" under Section 483 of the Internal
Revenue Code of 1954, as amended. Such interest shall be payable on a quarterly
basis unless otherwise determined by the Administrator in its sole and absolute
discretion.
9. Pledge of Shares. Each Loan shall be secured by the pledge of all or
a portion (as determined by the Administrator) of the Shares acquired with the
proceeds of the Loan, as well as all dividends and distributions received
thereon, provided that, at the time of making the Loan, the principal amount
thereof may not exceed that portion of the fair market value of the Shares
pledged as security therefor required by Regulation U promulgated by the Board
of Governors of the Federal Reserve System, as amended from time to time, or any
other applicable law or regulation. In addition, up to 25% of any and all cash
bonuses received by an Eligible Participant shall be used to repay any Loan
extended to such Eligible Participant under the Plan. Each Eligible Participant
will be the record holder of the Shares purchased by means of a Loan extended to
such Eligible Participant with all rights of a shareholder with respect thereto,
including the right to vote such Shares and the right to receive all dividends
and distributions declared and paid with respect to such Shares, subject to the
pledge of such dividends and distributions to the Company under the Promissory
Note. Each certificate representing Shares pledged to secure repayment of a Loan
will be deposited by the Eligible Participant receiving such certificate with
the Company, together with a stock power endorsed in blank in fulfillment of the
pledge of the Shares. Until the payment in full of the related Promissory Note,
the certificates will bear a legend stating that such Shares were acquired under
this Plan and are governed by the terms and provisions hereof and the related
Promissory Note. As payment is made on the related Promissory Note, that number
of Shares in proportion to the payment made on the Promissory Note will be
released from their pledge and the aforementioned legend will be removed from
the certificates representing such Shares.
10. Maturity of Loans. Each Loan to an Eligible Participant shall
mature and the principal and all accrued but unpaid interest thereon shall
become immediately due and payable in full upon the earlier of (i) that date
which is 30 months after the making of the Loan, (ii) the default by such
Eligible Participant on any Loan extended to him under the Plan, (iii) 30 days
after the termination of employment, whether voluntary or involuntary (not
including death or permanent disability) of the Eligible Participant or (iv) a
date determined by the Administrator at the time the Loan is made; provided that
the Administrator may, in its sole and absolute discretion, authorize the
extension of the time for repayment of the Loan upon such terms and conditions
as the Administrator may determine.
11. Rule 144. The Eligible Participants may be considered to be
affiliates, as that term is defined in Rule 144, and be subject to restrictions
on the sale of the Shares. The Company may require that a legend be placed on
all certificates representing any Shares with respect to the foregoing
restrictions.
12. Amendment and Termination of the Plan. The Board of Directors may
from time to time alter, amend, suspend or discontinue this Plan and make rules
for its administration. The Plan will terminate 90 days from its effectiveness.
13. Resolution of Disputes. IF A DISPUTE OR CLAIM ARISES OUT OF THIS
PLAN, THE COMPANY AND THE ELIGIBLE PARTICIPANT AGREE TO WAIVE ANY RIGHTS EACH
MAY HAVE TO A JURY OR COURT TRIAL AND TO USE BINDING ARBITRATION TO RESOLVE ALL
SUCH DISPUTES BETWEEN THEM. To initiate this arbitration remedy, the party
raising the dispute must make a written demand for arbitration within thirty
(30) days of the conduct giving rise to the claim. Absent such timely written
demand, the party raising the dispute waives any entitlement or right to
arbitration and any other legal or equitable remedy. Within thirty (30) days
after the giving of notice by one party to the other party of its desire to
refer the matter in dispute to arbitration, the parties shall agree on an
arbitrator to be selected from a list of potential arbitrators obtained for this
purpose from the American Arbitration Association. If the parties fail to agree
on an arbitrator within said 30-day period, either party may petition any court
of competent jurisdiction for the appointment of an arbitrator, and the parties
shall be bound by the selection of the court. The Company and the Eligible
Participant shall stipulate that the arbitrator must use its best efforts to
complete the arbitration proceedings within forty-five (45) days after selection
of the arbitrator. The arbitration shall be conducted in the County of Los
Angeles and shall be conducted by an arbitrator selected in accordance with the
then-existing rules of practice and procedure of the American Arbitration
Association or its successor. Each party will pay its own costs in connection
with the arbitration.
The arbitrator shall not have the right to add to, subtract from, or
modify any of the terms of this Plan, nor shall the arbitrator have the power to
decide the justice or propriety of any specific provisions of this Plan or any
matter reserved solely to the Company's discretion, it being understood that
only the Board of Directors of the Company has the ultimate power to administer
or modify the Plan. The arbitrator is fully bound to apply relevant public law,
both as to substance and remedy, in accordance with statutory requirements and
prevailing judicial decisions. The arbitrator shall not have the power to commit
errors of law or legal reasoning.
Notwithstanding the above, if the Eligible Participant breaches or
threatens to breach any provisions of this Plan, the Company will have the right
and remedy, in addition to any other rights and remedies the Company may have
under law or in equity, to have its rights under the Plan specifically enforced
by any court having equity jurisdiction, all without the need to post a bond or
any other security or to prove any amount of actual damage or that money damages
would not provide an adequate remedy, it being acknowledged and agreed that any
such breach or threatened breach will cause irreparable injury to the Company
and that monetary damages will not provide an adequate remedy to the Company.
14. Assignability. The rights to purchase the Shares under this Plan
shall not be transferable or assignable by the Eligible Participant, and the
Shares may be purchased only by the Eligible Participant during his lifetime.
The foregoing restriction shall not be deemed to prohibit transfers by an
Eligible Participant of purchased Shares without consideration for estate or
financial planning purposes, to the extent permitted by the Administrator.
Except as otherwise provided herein, the provisions of this Plan shall be
binding on the heirs, successors and legal representatives of the Company and
the Eligible Participant.
15. Exhibits. The Promissory Note attached as Exhibit A is hereby
incorporated into this Plan by reference.
<PAGE>
EXHIBIT A
ADVANCED MACHINE VISION CORPORATION
No.__________ $______________
_____________, 1999
PROMISSORY NOTE
For value received, the undersigned ("Maker") hereby promises to pay to
ADVANCED MACHINE VISION CORPORATION, a California corporation, or registered
assigns (the "Company") on the earlier of (i) the date which is 30 months after
the making of the Loan, (ii) the default by the Eligible Participant to whom the
Loan was made on any Loan extended to him under the Plan, (iii) 30 days after
the termination of employment whether voluntary or involuntary (not including
death or permanent disability) of the Eligible Participant or (iv) a date
determined by the Administrator at the time the Loan is made; provided however
that the Administrator may, in its sole and absolute discretion, authorize the
extension of the time for repayment of the Loan upon such terms and conditions
as the Administrator may determine (the "Maturity Date"), at the offices of the
Company, 3709 Citation Way #102, Medford, Oregon 97504, the principal amount of
___________________ ($______), including interest at the rate of ___ percent
(__%) per annum accrued through the Maturity Date, in such coin or currency of
the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts.
This Note is issued to secure payment for shares of Advanced Machine Vision
Corporation stock purchased by Maker under the 1998 Senior Management and
Director Stock Purchase Plan of the Company (the "Plan") and is governed by the
terms and conditions of the Plan, copies of which may be obtained upon request
by Maker at the executive offices of the Company. Any transferee or transferees
of the Note, by their acceptance hereof, assume the obligations with respect to
the conditions and procedures for transfer of the Note set forth in the Plan.
Reference to the Plan shall in no way impair the absolute and unconditional
obligation of Maker to pay both principal and interest hereon as provided
herein. All terms not defined herein shall have the meaning set forth in the
Plan.
1. Payment and Prepayment
Interest on this Note will be paid currently by payroll withholding.
Prepayment of all or a portion of this Note shall be made by payroll withholding
of 25% of all cash bonuses paid to Maker, net of applicable payroll taxes,
between the date of this Note and the Maturity Date. The principal amount of
this Note may be prepaid by Maker, in whole or in part, without penalty, at any
time.
2. Waiver
Maker, as well as any persons or entities to become liable for the payment
of this Note, hereby expressly waive demand or presentment for payment of this
Note, notice of nonpayment, protest, suit, acceleration, intention to
accelerate, diligence and/or any notice of, or defense on account of, the
extension of time of payment or change in the method of payments, and/or any
modification of the terms hereof or of the Plan or any instrument securing or
guaranteeing the payment hereof, and consent to any and all renewals and
extensions in the time of payment hereof, and/or any modification of the terms
hereof or of the Plan or any instrument securing or guaranteeing the payment
hereof, and to any substitutions, exchange or release of any security herefor or
the release of any party primarily or secondarily liable herefor, and further
agree that the acceptance of late payment hereunder by the Company, waiver or
other forgiveness of any other defaults by Maker shall not constitute a waiver
by the Company of any subsequent defaults, late payments or other violations of
Maker's obligations hereunder and/or in the terms of any instrument securing or
guaranteeing the payment hereof.
3. Events of Default
If this Note is not paid when due (whether the same becomes due by
acceleration or otherwise) and is placed in the hands of an attorney for
collection, or if suit is filed hereon, or if this Note shall be collected by
legal proceedings or through a probate or bankruptcy court, the undersigned
Maker agrees to pay all costs of collection, including reasonable attorneys'
fees. If the rate of interest required to be paid under this Note exceeds the
maximum rate permitted by applicable law, then the interest rate shall be
automatically reduced to the maximum legal rate.
4. Governing Law
This Note shall be construed in accordance with the laws of the State of
California and the laws of the United States applicable to transactions in
California.
5. Security
The payment of this Note is secured by the pledge of _________________
shares of Common Stock of Advanced Machine Vision Corporation, no par value,
purchased by Maker pursuant to the Plan, together with all proceeds, monies,
income and benefits attributable or accruing to said property which Maker is or
may hereafter become entitled to receive on account of said property, including,
but not by way of limitation, all dividends and other distributions on or with
respect thereto whether payable in cash, stock or other property and all
subscription and other rights (collectively, the "Collateral"). Maker hereby
pledges, assigns, transfers, delivers and grants to the Company a security
interest in the Collateral to secure performance and payment of all obligations
and indebtedness of Maker hereunder, and delivers the certificate representing
the Collateral to the Company, together with a stock power endorsed in blank, to
secure such pledge. This pledge of and grant of a security interest in the
Collateral shall not be construed as relieving Maker from full personal
liability on this Note and for any deficiency thereon, or impair or affect any
other security for the payment of this Note.
A portion of the Collateral may be released from this pledge upon partial
payment of the Note without altering, varying or diminishing in any way the
force, effect, lien, security interest or charge of this pledge as to the
Collateral not expressly released, and this pledge shall continue as a first and
prior lien and charge on all of the Collateral not expressly released until this
Note has been paid in full. Partial release of the Collateral upon prepayment of
a portion of the principal amount of the Note may be made in the sole discretion
of the Company in the amounts deemed appropriate by it, and subject to the
further provisions of the Plan.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first written above.
MAKER:
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Name:
The Company as secured party:
ADVANCED MACHINE VISION CORPORATION
By:______________________________
Its:
