UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ADVANCED MACHINE VISION CORPORATION
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
00753B 10 4
(CUSIP Number)
Alan Steel, 3709 Citation Way #102, Medford, Oregon 97504
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 12, 2000
(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 |_|
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
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CUSIP No. 00753B 10 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas B. Thompson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 333,333
OWNED BY EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
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10 SHARED DISPOSITIVE POWER
333,333
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,333
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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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 Issuer's principal executive offices are located at 3709 Citation
Way #102, Medford, OR 97504.
Item 2. Identity and Background.
---------------------------------
(a) The person filing this statement is Thomas B. Thompson.
(b) The principal business address of Mr. Thompson is 4030 West First
Avenue #100, Eugene, OR 97402.
(c) Mr. Thompson's principal occupation is Vice President of Engineering of
Ventek, Inc., a subsidiary of the Issuer, which is engaged in the business of
manufacturing automated visual defect recognition equipment, and the principal
executive offices of which are located at 4030 West First Avenue #100, Eugene,
OR 97402.
(d) Mr. Thompson has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Thompson 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. Thompson is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-----------------------------------------------------------
N/A.
Item 4. Purpose of Transaction.
--------------------------------
On July 12, 2000, the Issuer was merged into Key Technology, Inc. As a
result of that transaction, Mr. Thompson's ownership interest in the Issuer has
terminated except as indicated in Item 5 below.
Item 5. Interest in Securities of the Issuer.
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(a) Mr. Thompson is the beneficial owner of 333,333 shares of Stock of the
Issuer, constituting 2.5% of such class. The shares included in beneficial
ownership consist of shares currently issuable pursuant to a $2,250,000 note
issued to Veneer Technology, Inc. ("Veneer") in partial consideration for the
Issuer's acquisition of Ventek, Inc. ("Ventek") in 1996.
(b) Mr. Thompson shares the power to vote, direct the vote of, dispose of,
and direct the disposition of 333,333 of the shares described in (a) above. Mr.
Thompson shares voting power with Douglas Hickman, Kenneth Winder and Rodger Van
Voorhis. These four individuals were the former owners of Ventek. The $2,250,000
note described in (a) above is owned by Veneer, which corporation is owned
equally by the four individuals. The principal business address of Messrs.
Hickman, Winder and Van Voorhis is 4030 West First Avenue #100, Eugene OR 97402.
The principal occupation, position and office of Mr. Hickman during the
last five years (including the dates of each and the name and address of each
employer) was as follows: Research and Development Engineer of Ventek, Inc.,
4030 West First Avenue #100, Eugene, OR 97402, 1991 to present.
The principal occupation, position and office of Mr. Winder during the last
five years (including the dates of each and the name and address of each
employer) was as follows: Field Service Engineer of Ventek, Inc., 4030 West
First Avenue #100, Eugene, OR 97402, 1991 to present.
The principal occupation, positions and offices of Mr. Van Voorhis during
the last five years (including the dates of each and the name and address of
each employer) were as follows: President of Ventek, Inc., 4030 West First
Avenue #100, Eugene, OR 97402, 1996 to present, Vice President of Operations of
Ventek, Inc, 1992 to 1996.
Neither Mr. Hickman, Winder nor Van Voorhis have, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Neither Mr. Hickman, Winder nor Van Voorhis have, during
the last five years, been 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. Messrs. Hickman, Winder and Van Voorhis are citizens of the United States.
(c) See Item 4. above.
(d) Messrs. Van Voorhis, Hickman, Winder and Thompson share equally the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities described in (a) above.
(e) Mr. Thompson ceased to be a Reporting Person on July __, 2000.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
----------------------------------
333,333 shares of Stock are issuable to Veneer (25% owned by Mr. Thompson).
The $2,250,000 Convertible Note was previously filed with the Securities and
Exchange Commission as an exhibit to the Issuer's Form 8-K dated July 24, 1996.
Item 7. Material to be Filed as Exhibits.
------------------------------------------
N/A.
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: July 12, 2000 /s/ Thomas B. Thompson
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Thomas B. Thompson
