As filed with the Securities and Exchange Commission on June 3, 1996
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Ampex Corporation
(Exact name of Registrant as specified in its charter)
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Delaware 13-3667696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) I.D. Number)
500 Broadway
Redwood City, CA 94063-3199
(415) 367-2011
(Address, including zip code, and
telephone number, including area code,
of Registrant's principal executive
offices)
JOEL D. TALCOTT, Esq.
500 Broadway
Redwood City, CA 94063
(415) 367-3330
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
DAVID D. GRIFFIN, Esq.
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
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Approximate date of commencement of proposed sale to public: From time to
time following the effectiveness of this Registration Statement. If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Offering Price Aggregate Amount of
Registered Amount to be Registered Per Share(1) Offering Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 1,150,000 shares $13.25 $15,237,500 $5,255
$.01 par value
===================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low
prices of the Common Stock on May 30, 1996, as reported on the American
Stock Exchange.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
362946.8
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS
Subject to Completion, dated June 3, 1996
1,150,000 Shares
Ampex Corporation
Class A Common Stock
-------------------------------
Ampex Corporation ("Ampex" or the "Company") may from time to time offer
shares of Class A Common Stock, $.01 par value ("Common Stock"), in amounts, at
prices and on terms to be determined at the time of offering. The Common Stock
may be offered at prices and on terms to be set forth in one or more supplements
to this Prospectus (each a "Prospectus Supplement").
The shares of Common Stock may be offered directly or through agents
designated from time to time by the Company or to or through underwriters or
dealers. If any agents or underwriters are involved in the sale of any of the
Common Stock, their names, and any applicable purchase price, fee, commission or
discount arrangement between or among them, will be set forth, or will be
calculable from the information set forth, in an accompanying Prospectus
Supplement. No Common Stock may be sold by the Company through agents,
underwriters or dealers without delivery of a Prospectus Supplement describing
the method and terms of the offering of such Common Stock. See "Plan of
Distribution."
-------------------------------
See "Risk Factors" commencing on page 4 for certain
factors that should be considered by prospective
investors.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------
The date of this Prospectus is June __, 1996
362946.8
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed with the Commission by the Company can be inspected and
copied at the public reference facilities maintained by the Commission, located
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the Commission's Regional Offices, located at 7 World Trade Center, Suite
1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of all or any part of such
materials also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, such reports and other information may be inspected at the
offices of the American Stock Exchange, 86 Trinity Place, New York, New York
10006- 1881.
Pursuant to the Securities Act of 1933, as amended (the "Securities Act")
and the rules and regulations promulgated thereunder, the Company has filed with
the Commission a Registration Statement on Form S-3 covering the Securities
being offered hereunder (the "Registration Statement," which term includes this
Prospectus and all amendments, supplements, exhibits, annexes and schedules to
the Registration Statement). This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted as permitted by the rules and regulations of the Commission. Statements
made in this Prospectus as to the contents of any contract, agreement or other
document are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is hereby made to such exhibit for a more complete description of the
matter involved, and each such statement shall be qualified in its entirety by
such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission (File No.
0-20292) pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
3. The Company's Current Report on Form 8-K filed on February 5, 1996.
4. The Company's definitive proxy statement dated April 23, 1996
relating to its annual meeting of stockholders to be held on June 7,
1996.
5. The Company's Registration Statement on Form 8-A filed with the
Commission on January 16, 1996.
6. The description of the Company's capital stock contained in
Post-Effective Amendment No. 1 on Form S-3 to Registration Statement
on Form S-1 as filed with the Commission on February 9, 1996.
In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the
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termination of the offering of the Securities shall be deemed to be incorporated
by reference in this Prospectus from the date of filing such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any and all of the documents that are
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such documents).
Such requests should be directed to Ampex Corporation, 500 Broadway, Redwood
City, California 94063-3199, Attention: Investor
Relations, (415) 367-4111.
THE COMPANY
The names "Ampex," "DCT," "DST," "DIS" and "DCRsi" are trademarks of Ampex
Corporation.
Ampex is one of the world's leading innovators in the fields of magnetic
recording, digital image processing and high-performance digital storage for the
visual information age. In recent years, the Company has directed substantial
resources to developing products for the emerging commercial mass data storage
market, which the Company believes offers significant growth opportunities. As a
result of the increasing convergence of computing, entertainment and
communications technologies, the Company believes there is a growing demand for
high-speed, cost-effective mass data storage, especially for visual information.
Ampex provides data storage solutions that serve a wide range of customer needs,
from scientific and technical applications such as aerospace testing and oil
exploration to entertainment and education applications.
The Company's principal products are its DST(R) tape drives and robotic
library systems for computer mass storage, its DCRsi(TM) and DIS(TM)
instrumentation recorders, and its DCT(R) professional video recorders and image
processing systems. The Company's DST products for the mass data storage market
offer superior data access times, rapid data transfer rates and extremely low
cost per megabyte of storage. Ampex DCRsi instrumentation recorders are designed
for demanding aeronautical applications such as commercial and military flight
testing, as well as other applications involving comparable data-gathering
challenges in extreme environments. Ampex DIS instrumentation recorders allow
users to record instrumentation data on DST tape cartridges, so that the data
can be used in a computer environment as well as an instrumentation environment.
The Company's DCT video recording products have been developed for high-end
digital component recording applications in entertainment and imaging markets.
During its 52-year history, Ampex has developed extensive technical
expertise in the storage, processing and retrieval of digital images. The
Company commits substantial resources to the research, development and
engineering of new products that capitalize on its knowledge, experience and
patent portfolio. As an example of this strategy, since the last quarter of 1994
the Company has been exploring the feasibility of commercializing its patented
"keepered media" technology. This project, which is still in the research and
development stage, has the potential to significantly increase the capacity of
hard disk drives with nominal incremental cost. At present, there can be no
assurance that the keepered media program, or any other efforts by the Company
to develop new products from its intellectual property portfolio, will be a
commercial or technical success. See "Risk Factors -- Uncertainty as to
Commercialization of Keepered Media" and "-- Rapid Technological Change and
Risks of New Product Development."
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362946.8
<PAGE>
The Company was incorporated in Delaware in January 1992 as the successor
to a business originally organized in 1944. References to "Ampex" or the
"Company" include subsidiaries of Ampex Corporation, unless the context
indicates otherwise. The principal executive offices of the Company are located
at 500 Broadway, Redwood City, California 94063, and its telephone number is
(415) 367-2011. The Company's Class A Common Stock is traded on the American
Stock Exchange under the symbol "AXC".
Except for historical information contained herein, this Prospectus
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 which involve certain risks and uncertainties. The
Company's actual results or outcomes may differ materially from those
anticipated. Important factors that the Company believes might cause such
differences are discussed in this Prospectus under the caption "Risk Factors"
and in the Company's other documents filed with the Securities and Exchange
Commission, whether or not such documents are incorporated herein by reference.
In assessing these forward-looking statements, readers are urged to read the
statements carefully.
RISK FACTORS
Investment in the Common Stock offered hereby involves a significant
degree of risk. Prospective investors should carefully consider the following
factors, together with the other information included or incorporated by
reference in this Prospectus, in evaluating the Company and its business before
purchasing the Common Stock offered hereby.
Historical Losses; Impact of Restructuring. As a result of substantial net
losses incurred by the Company in each of the years 1990 to 1993, primarily in
its professional television products business, the Company significantly
restructured its business operations in 1993. The restructuring involved changes
in manufacturing, distribution and administration to reduce fixed costs,
withdrawal from or curtailment of a number of unprofitable product lines, and
the write-off of goodwill and other intangible assets associated with its
television products business. As a result of substantial restructuring charges
and operating losses during this period, including a $230.5 million charge in
1993, the Company had a stockholders' deficit of $100.2 million as of March 31,
1996. Although the Company has generated operating and net income in the fiscal
years since 1993, as a result of its decision to narrow its product lines, the
Company's total sales have declined significantly in comparison to prior
periods. In addition, since the restructuring, the Company's revenues have
depended to a greater degree on new products which may have higher technological
and other risks. See "Rapid Technological Change and Risks of New Product
Development." There is no assurance as to future sales levels or operating
results.
Fluctuations In Operating Results. Ampex's sales and results of operations
are generally subject to quarterly fluctuations. Factors affecting operating
results include: customer ordering patterns; availability of, and market
acceptance of, new products; timing of significant orders and new product
announcements; order cancellations; receipt of royalty income; and numerous
other factors. Accordingly, results of a given quarter or year are not
necessarily indicative of results to be expected for future periods. In
addition, the Company's entrance into new businesses since 1993 may have made
its future revenues and operating results more difficult to predict than in
prior periods.
Seasonality; Backlog. Sales of most of the Company's products have
historically declined during the third quarter of its fiscal year, due to
seasonal procurement practices of its customers. Although sales in the third
quarter of 1995 did not decline materially relative to prior quarters of that
year, prospective investors should be aware that such a decline may occur in the
third quarter of 1996. A substantial
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362946.8
<PAGE>
portion of the Company's backlog at a given time is normally shipped within one
or two quarters thereafter. Therefore, sales in any quarter are heavily
dependent on orders received in that quarter and the immediately preceding
quarter. The Company's backlog of firms orders at March 31, 1996 was $9.7
million, as compared to $13.8 million at December 31, 1995, and there can be no
assurance as to the level of sales that will be attained in future quarters.
Fluctuating Royalty Income. Ampex's results of operations in certain prior
fiscal periods reflect the receipt of substantial royalty income, including
material non-recurring payments resulting from negotiated settlements of patent
infringement claims asserted by the Company. Although Ampex has a substantial
number of outstanding and pending patents, and the Company's patents have
generated substantial royalties in the past, it is not possible to predict the
amount of royalty income that will be received in the future. Royalty income can
fluctuate dramatically depending on a number of factors that the Company cannot
predict, such as the extent of use of the Company's patented technology by third
parties, the extent to which the Company must pursue litigation in order to
enforce its patents and the ultimate success of its licensing and litigation
activities. The costs of patent litigation, such as the Company's current
lawsuit against a foreign manufacturer of VHS video recorders, can be material,
and the institution of patent enforcement litigation may also increase the risk
of counterclaims alleging infringement by the Company of patents held by third
parties or seeking to invalidate patents held by the Company. Moreover, there is
no assurance that the Company will continue to develop patentable technology
that will generate significant patent royalties in future years. Ampex's royalty
income fluctuates significantly from quarter to quarter and from year to year,
and there can be no assurance as to the level of royalty income which will be
realized in future periods.
Risk of Declines in Government Sales. Ampex sales to U.S. and foreign
government agencies (directly and through government contractors), principally
of instrumentation recorders, are material to its results of operations. Sales
to government customers are subject to fluctuation as a result of changes in
government spending programs. Sales of the Company's DCRsi instrumentation
recorders have recently declined, reflecting lower sales to the federal
government. Any further material decline in the level of government purchases of
the Company's products could have a material adverse effect on the Company. The
Company is unable to forecast the extent to which sales may be adversely
affected in future periods by continued pressure on government agencies to
reduce spending, particularly amounts related to defense programs.
Possible Disruptions of Manufacturing and Engineering Operations. In
connection with the recent sale of its Redwood City, California property, Ampex
is relocating its manufacturing and engineering operations to a smaller facility
located on a portion of the property which it leased back at the time of sale.
Ampex is also consolidating its Colorado Springs, Colorado manufacturing
facilities, following the sale in May 1996 of a portion of those facilities. In
addition to the normal risks of fire, earthquake, materials shortages and other
similar events, relocation or consolidation of key manufacturing and engineering
facilities entails the risks of disruption or delays in operations, which could
temporarily adversely impact sales revenues or profitability or result in the
incurrence of unanticipated expenses. In order to minimize, in part, the effect
of any potential disruption, the Company has recently been building inventories
of its products, including the DST 810 library system which it expects to begin
shipping in the second half of 1996. If such increased inventories exceed orders
actually received, the Company's earnings could be adversely affected by any
write-down or write-offs that may be required. The Company maintains insurance,
including business interruption insurance, covering certain risks. However,
there can be no assurance that the Company will not incur losses beyond the
limits of, or outside the coverage of, its insurance.
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362946.8
<PAGE>
Rapid Technological Change and Risks of New Product Development. The data
storage, instrumentation and video recording industries are characterized by
continual technological change and the need to introduce new products and
product upgrades, requiring a high level of expenditure for research and
development. No assurance can be given that the Company's existing products will
not become obsolete, that any new products will win commercial acceptance or
that Ampex's new products or technology will be competitive. Obsolescence of
existing product lines, or inability to develop and introduce new products,
could have a material adverse effect on sales and results of operations in the
future. In addition, broad-based acceptance of the Company's DST products will
depend to some extent on the availability and performance of certain
applications software being developed by the Company and independent commercial
software developers. During the first quarter of 1996, the Company announced
that its DST 310 tape drive and DST 410 library are now supported by certain
third party hierarchical storage management and UNIX file system backup software
packages. However, support for the DST 810 library, upon which the Company
believes that increased sales of DST products will depend, is not expected to be
available until late in 1996, and the currently available third party software
runs on only a limited number of UNIX workstations.
Competition. Ampex encounters significant competition in all its product
markets. Ampex competes in the mass data storage market with a number of
well-established competitors, such as IBM, Storage Technology Corporation,
Exabyte Corporation and Quantum Corporation, as well as smaller companies. In
addition, other manufacturers of scanning video recorders may seek to enter the
mass data storage market in competition with the Company. For example, in 1995
Sony Corporation entered this market with storage products based on its video
recording technology. In addition, price declines in competitive storage
systems, such as magnetic or optical disk drives, can negatively impact the
Company's sales of its DST products. In the instrumentation market, the Company
competes primarily with companies that depend on government contracts for a
major portion of their sales in this market, including Sony Corporation, Loral
Data Systems, Datatape Incorporated and Metrum Incorporated. The number of
competitors in this market has decreased in recent years as the level of
government spending in many areas has declined. In the professional video
recorder market, Sony and Panasonic are the leading competitors of the Company.
There is no assurance that the Company will be able to compete successfully in
these markets in the future.
Dependence On Certain Suppliers. Ampex purchases certain components, such
as customized integrated circuits, from a single domestic or foreign
manufacturer. Significant delays in deliveries or defects in such components
could adversely affect Ampex's manufacturing operations, pending qualification
of an alternative supplier. In addition, the Company produces highly engineered
products in relatively small quantities. As a result, its ability to cause
suppliers to continue production of certain products on which the Company may
depend may be limited. The Company does not generally enter into long-term raw
materials or components supply contracts.
Risks Related to International Operations. Although the Company
significantly curtailed its international operations in connection with the
restructuring of its operations in 1993, sales to foreign customers (including
U.S. export sales) continue to be significant to the Company's results of
operations. International operations are subject to a number of special risks,
including limitations on repatriation of earnings, restrictive actions by local
governments, fluctuations in foreign currency exchange rates and
nationalization. Additionally, export sales are subject to export regulation and
restrictions imposed by U.S. government agencies. Fluctuations in the value of
foreign currencies can affect Ampex's results of operations. The Company does
not normally seek to mitigate its exposure to exchange rate fluctuations by
hedging its foreign currency positions.
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Dependence On Key Employees. The Company is dependent upon the performance
of certain key members of management and key technical personnel. The Company
has not entered into employment agreements with any such persons. Edward J.
Bramson, who since January 1991 has served as chief executive of the Company, is
also engaged in the management of certain companies affiliated with Sherborne
Holdings Incorporated, a privately owned Delaware holding company ("SHI"). Mr.
Bramson currently devotes most of his time to the management of the Company. The
loss of the services of Mr. Bramson and/or such managers or other key personnel
could have a material adverse effect on the Company.
Anti-Takeover Consequences of Certain Governing Instruments. The
Company's Certificate of Incorporation provides for a classified Board of
Directors, with members of each class elected for a three-year term. The
Certificate of Incorporation provides for nullification of voting rights of
certain foreign stockholders in certain circumstances involving possible
violations of security regulations of the United States Department of Defense.
The instruments governing the Company's outstanding Noncumulative Preferred
Stock require mandatory offers by the Company to redeem such securities in the
event of a Change of Control (as defined). The Certificate of Incorporation
authorizes the Board of Directors of the Company to issue additional shares of
Preferred Stock without the vote of stockholders. Such provisions could have
anti-takeover effects by making an acquisition of the Company by a third party
more difficult or expensive in certain circumstances.
Non-payment of Dividends. The Company has not declared dividends on its
Common Stock since its incorporation in 1992 and has no present intention of
paying dividends on its Common Stock. The Company is also restricted by the
terms of certain agreements and of its outstanding Noncumulative Preferred Stock
as to the declaration of dividends.
Redemption of Preferred Stock. In December, 1997, the Company is scheduled
to redeem its outstanding Noncumulative Preferred Stock, having a redemption
price of approximately $70 million, out of funds legally available therefor
(which, in general, means the excess of the fair value of assets over
liabilities of the Company). In certain circumstances the Company may redeem the
Noncumulative Preferred Stock by issuing Common Stock at 90% of fair market
value. As of March 31, 1996, the Company did not have sufficient funds legally
available to redeem the Noncumulative Preferred Stock in full. In the event the
Company does not have sufficient funds legally available to redeem the
Noncumulative Preferred Stock in full on the redemption date, the Company would
remain obligated to redeem such shares from time to time to the extent funds
become legally available for redemption, and would generally be precluded from
declaring cash dividends on, or repurchasing shares of, its Common Stock, until
the Noncumulative Preferred Stock has been redeemed in full. There can be no
assurance the Company will have adequate liquidity or have funds legally
available to redeem the Noncumulative Preferred Stock. Although the Company has
no current plans for redemption of the Noncumulative Preferred Stock prior to
1997, it will continue to evaluate this possibility in light of market
conditions, its liquidity, and other factors. Any such redemption could involve
the issuance of additional debt or equity securities or other actions that might
result in dilution of current stockholders' equity interests in the Company or
adversely affect the market price of the Common Stock.
Volatility of Stock Price. The trading price of the Company's Common Stock
has been and can be expected to be subject to significant volatility, reflecting
a variety of factors, including quarterly variations in operating results,
announcements of new product introductions by the Company or its competitors,
reports and predictions concerning the Company by analysts and other members of
the media, and general economic or market conditions. The stock market in
general and technology companies in particular have experienced a high degree of
price volatility, which has had a substantial effect on the market prices of
many technology companies for reasons that often are unrelated or
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disproportionate to operating performance. In addition, since 1993, the Company
has maintained effective registration statements covering securities of the
Company held by its stockholders, including, at the date of this Prospectus,
approximately 8.8 million shares of Common Stock (representing approximately 19%
of the outstanding Common Stock on a fully diluted basis) held by certain
affiliates of the Company and related parties. The sale, or the offer for sale,
of substantial numbers of such shares could adversely affect the market price
for the Common Stock.
Uncertainty as to Commercialization of Keepered Media. The successful
commercialization of the Company's proprietary keepered media technology, which
potentially could increase the storage capacity of hard disk drives used in most
personal computers, involves a number of risks. Ampex is currently engaged in
research and development testing and it is impossible to predict if, or when,
keepered media technology will be adopted by any potential customer. The Company
has not had any substantive discussions with any hard disk drive maker relating
to potential purchases of keepered media or other commercial arrangements. While
the Company has completed some preliminary testing of keepered media, additional
testing could yield results that are significantly different from results
obtained to date. The Company does not presently have manufacturing facilities
suitable for producing keepered media in quantity, and the Company does not
presently intend to license the technology to third parties. Although the
Company has held discussions with several U.S. and foreign producers of disk
drive platters concerning the supply of such platters to Ampex for resale to
hard disk drive manufacturers, no commitments with respect to availability,
price or other terms have been made by such platter manufacturers. If the
Company continues its development program for keepered media, increased expenses
could negatively affect its earnings with no certainty of a financial return. If
the Company commences commercial production, capital requirements could be
significant and the Company would probably be required to issue debt or equity
securities, in addition to the Common Stock covered by this Prospectus, which
would increase the Company's financial leverage or dilute earnings. It is not
possible currently to predict whether keepered media disks can be made
economically and in quantity or if their durability or other characteristics
will prove acceptable. It is also possible that further analysis by the Company,
or by potential customers, will identify technical or economic issues of which
Ampex, at present, is unaware. Ampex is familiar with at least two other
technologies - magneto-resistive heads and contact recording - that potential
customers might prefer over keepered media. In a high technology industry such
as data storage, other technology may be under development, or may be developed
in the future, that could be technically or economically superior to keepered
media. In view of the uncertainties associated with the development and
commercialization of keepered media, some of which are described above, it is
impossible to forecast when, or if, any commercial benefit will be realized by
the Company. Since prospects for keepered media are highly speculative, there is
a material risk that the market price of the Company's securities may experience
increased volatility, in addition to volatility that may result from factors
discussed above under "Volatility of Stock Price."
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement,
proceeds to the Company from the sale of the Common Stock offered hereby will be
added to the working capital of the Company and used for general corporate
purposes, which may include the acquisition of specialized testing and
production equipment for use in the Company's keepered media research and
development program, if required.
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PLAN OF DISTRIBUTION
The Company may sell the Common Stock directly to one or more
purchasers or through one or more underwriters, brokers, dealers or agents from
time to time in one or more transactions on any exchange, in the
over-the-counter market, through third party trading systems or otherwise, at a
fixed price or prices, which may be changed, or at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Company may sell Common Stock as soon as practicable
after effectiveness of the Registration Statement, subject to market conditions
and other factors.
The Prospectus Supplement will set forth the terms of the offering of
the Common Stock, including (i) the name or names of any underwriters or agents
with whom the Company has entered into arrangements with respect to the sale or
issuance of Common Stock, (ii) the initial public offering or purchase price of
the Common Stock, (iii) any underwriting discounts, commissions and other items
constituting underwriters' compensation from the Company and any other
discounts, concessions or commissions allowed or reallowed or paid by any
underwriters to other dealers, (iv) any commissions paid to any agents, (v) the
net proceeds to the Company and (vi) any over-allotment options granted to such
underwriters or agents. In connection with the sale of shares of Common Stock,
underwriters may receive compensation from the Company or from purchasers of
shares of Common Stock, for whom they may act as agents, in the form of
discounts, concessions, or commissions. Underwriters may sell shares of Common
Stock to or through dealers, and such dealers may receive compensation in the
form of discounts, concessions, or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents. Underwriters,
dealers, and agents that participate in the distribution of shares of Common
Stock may be deemed to be underwriters, and any discounts or commissions they
receive from the Company, and any profit on the resale of shares of Common Stock
they realize, may be deemed to be underwriting discounts and commissions under
the Securities Act.
Any shares of Common Stock sold pursuant to a Prospectus Supplement
will be listed on the American Stock Exchange, subject to official notice of
issuance.
Under agreements the Company may enter into, underwriters, dealers and
agents who participate in the distribution of shares of Common Stock may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, or be customers of, the Company or affiliates of the
Company in the ordinary course of business.
Unless otherwise set forth in the Prospectus Supplement relating to the
issuance of Common Stock, the obligations of the underwriters to purchase such
Common Stock will be subject to certain conditions precedent and each of the
underwriters with respect to such Common Stock will be obligated to purchase all
of the Common Stock allocated to it if any such Common Stock is purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If so indicated in the applicable Prospectus Supplement, the Company
will authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase shares of Common Stock from
the Company pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any
-9-
362946.8
<PAGE>
purchaser under any such contract will be subject to the condition that the
purchase of the shares of Common Stock shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any responsibility
in respect of the validity or performance of such contracts.
LEGAL MATTERS
The validity, authorization and issuance of the Common Stock offered
hereby will be passed upon for the Company by Battle Fowler LLP (a limited
liability partnership which includes professional corporations), New York, New
York, who may rely, as to questions of California law and certain other matters,
upon an opinion of General Counsel to the Company. Battle Fowler LLP regularly
provides legal services to the Company and its affiliates. David D. Griffin, who
is of counsel to Battle Fowler LLP, holds 515,000 shares of Common Stock
directly, and is a limited partner in Newhill Partners, L.P., a partnership
which, through SHI, owns shares of Common Stock.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1994 and
the consolidated statements of operations, stockholders' deficit and cash flows
for each of the three years in the period ended December 31, 1995, and
supplemental schedule, included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, as set forth in their report included in such Annual
Report, and are incorporated herein by reference in reliance upon such report,
given upon the authority of said firm as experts in accounting and auditing.
-10-
362946.8
<PAGE>
<TABLE>
<S> <C>
No dealer, salesman or other person has been authorized to
give any information or to make any representation not
contained or incorporated by reference in this
Prospectus. If given or made, such information or
representation must not be relied upon as having been AMPEX CORPORATION
authorized by the Company. This Prospectus does not
constitute an offer to sell, or a solicitation of an
offer to buy, Common Stock in any jurisdiction. Neither
the delivery of this Prospectus nor any sale made hereunder Class A Common Stock
shall, under any circumstances, create an implication that
there has been no change in the affairs of the Company
since the date hereof.
-------------- ----------------
TABLE OF CONTENTS
Page
PROSPECTUS
Available Information........................................... 2
Information Incorporated by Reference........................... 2 June __, 1996
The Company..................................................... 3
Risk Factors.................................................... 4
Use of Proceeds................................................. 8 _________________
Plan of Distribution............................................ 9
Legal Matters................................................... 10
Experts ....................................................... 10
----------------- --------------
</TABLE>
-11-
362946.8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses payable by Registrant in connection with the issuance and
distribution of the securities being registered (other than underwriting
discounts or commissions) are estimated as follows:
SEC Registration Fee............................................ $ 5,255
Blue Sky Filing Fees and Expenses............................... 1,000
Accounting Fees and Expenses.................................... 10,000
Legal Fees and Expenses......................................... 25,000
Printing Expenses............................................... 10,000
Miscellaneous................................................... 10,000
-------
Total............................................. $61,255
Item 15. Indemnification of Directors and Officers
The Registrant is a Delaware corporation. Reference is made to Section
145 of the Delaware General Corporation Law (the "DGCL"), which provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, for
criminal proceedings, had no reasonable cause to believe that his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.
Reference is also made to Section 102(b)(7) of the DGCL, which enables
a corporation in its certificate of incorporation to eliminate or limit the
personal liability of a director for monetary damages for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit.
362946.8
<PAGE>
Article VIII, Section 3 of the Registrant's By-laws provides as
follows:
SECTION 1. Right to Indemnification. The Corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such person. The Corporation
shall be required to indemnify a person in connection with a proceeding (or part
thereof) initiated by such person only if the proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.
SECTION 2. Prepayment of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred in defending any proceeding in
advance of its final disposition, provided, however, that the payment of
expenses incurred by a director or officer in advance of the final disposition
of the proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be ultimately
determined that the director or officer is not entitled to be indemnified under
this Article or otherwise.
SECTION 3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the Corporation, the claimant may
file suit to recover the unpaid amount of such claim, and if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.
SECTION 4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VIII shall not be exclusive of any other rights which
such person may have or hereafter acquire under any statute, provision of the
Restated Certificate of Incorporation, these By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.
SECTION 5. Other Indemnification. The Corporation's obligation, if any,
to indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit enterprise.
SECTION 6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VIII shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.
ARTICLE TEN of the Registrant's Certificate of Incorporation provides
as follows:
"A director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from
liability or limitation thereof is not permitted under the GCL, so the
same exists or may hereafter be amended.
II-2
362946.8
<PAGE>
This ARTICLE TEN may not be amended or modified to increase
the liability of the Corporation's directors, or repealed, except upon
the affirmative vote of the holders of 80% or more in voting power of
the outstanding Common Shares. No such amendment, modification, or
repeal shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment,
modification, or repeal."
The Registrant has entered into agreements to indemnify its directors
in consideration of their agreement to serve as directors of the Registrant and
certain other corporations requested by the Registrant. These agreements
provide, among other things, that the Registrant will indemnify and advance
certain expenses, including attorneys' fees, to such directors to the fullest
extent permitted by applicable law, as such law may be amended from time to
time, and by the Registrant's Certificate of Incorporation, By-Laws and
resolutions.
The Company presently maintains a "Directors & Officers Liability and
Corporate Reimbursement" insurance policy with a $2,000,000 aggregate limit of
liability in each policy year. The policy provides coverage to past, present and
future directors and officers of the Company and its subsidiaries for losses
resulting from claims for which any such officer or director was not indemnified
by the Company. The policy also provides for reimbursement to the Company and
its subsidiaries for amounts paid to indemnify officers and directors for loss
resulting from claims against such officers and directors. The policy is subject
to certain exclusions, such as claims against officers and directors for
dishonest, fraudulent or criminal acts or omissions, willful violations of law,
libel and slander, bodily injury and property damage, pollution, etc.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 16. Exhibits
The Exhibits to this registration statement on Form S-3 are listed in
the Exhibit Index which appears elsewhere herein and is incorporated herein by
reference.
Item 17. Undertakings
(a) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described above in Item 14, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director, officer or controlling
person of the
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362946.8
<PAGE>
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range, if applicable, may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) of the
Securities Act if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
II-4
362946.8
<PAGE>
provided, however, that paragraphs (c)(1)(i) and (c)(1)(ii) above do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
II-5
362946.8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York on June 3, 1996.
AMPEX CORPORATION
By: /s/ Craig L. McKibben
Craig L. McKibben
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
Each person signing below also hereby appoints Edward J. Bramson and
Craig L. McKibben, and each of them singly, his lawful attorney-in-fact, with
full power to execute and file any amendments to the Registration Statement, and
generally to do all such things, as such attorney-in-fact may deem appropriate
to comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Edward J. Bramson Chairman, President, Chief Executive June 3, 1996
- ---------------------------------
Edward J. Bramson Officer and Director
(Principal Executive Officer)
/s/ Craig L. McKibben Vice President, Director and Treasurer June 3, 1996
Craig L. McKibben (Principal Financial Officer and
Principal Accounting Officer)
/s/ Douglas T. McClure, Jr. Director June 3, 1996
- ---------------------------------
Douglas T. McClure, Jr.
/s/ Peter Slusser Director June 3, 1996
Peter Slusser
/s/ William A. Stoltzfus, Jr. Director June 3, 1996
- -----------------------------------
William A. Stoltzfus, Jr.
Director June 3, 1996
Richard Nevins
</TABLE>
II-6
362946.8
<PAGE>
INDEX TO EXHIBITS
Exhibits
4.1 Restated Certificate of Incorporation of the Registrant dated June
1, 1993 (filed as Exhibit 4.01 to the Registrant's Form 10-Q for the
quarter ended March 31, 1993 and incorporated herein by reference);
Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant filed with the Secretary of State of Delaware on
April 22, 1994 (filed as Exhibit 3.2 to the Registrant's Form 8-K
filed on May 2, 1994 and incorporated herein by reference); and
Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant filed with the Secretary of State of Delaware on
April 20, 1995 (filed as Exhibit 4.1 to the Registrant's Form 10-Q
for the quarter ended March 31, 1995 (the "First Quarter 1995 10-Q")
and incorporated herein by reference)
4.2 Certificate of Designations, Preferences and Rights of the
Registrant's 8% Noncumulative Preferred Stock (filed as Exhibit 3.1
to the Registrant's form 8-K filed on February 24, 1995 and
incorporated herein by reference)
4.3 By-Laws of the Registrant, as amended through April 20, 1995 (filed
as Exhibit 4.2 to the First Quarter 1995 10-Q and incorporated
herein by reference)
4.4 Form of Class A Common Stock Certificate (filed as Exhibit 4.4 to
the Registrant's Post-Effective Amendment No. 1 on Form S-3 to Form
S-1 (File No. 33-91312) and incorporated herein by reference)
5.1 Opinion of Battle Fowler LLP as to legality of securities
23.1 Consent of Coopers & Lybrand L.L.P., San Francisco, California
23.2 Consent of Battle Fowler LLP (included in Exhibit 5.1 hereto)
24.1 Power of Attorney (included in the signature pages of this
Registration Statement)
II-7
362946.8
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
(212) 856-7000
(212) 339-9150
June 3, 1996
Ampex Corporation
500 Broadway
Redwood City, California 94063
Re: Registration of 1,150,000 Shares of Class A Common
Stock
Ladies and Gentlemen:
We have acted as counsel for Ampex Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
shelf registration statement on Form S-3 (the "Registration Statement"),
pursuant to which the Company proposes to register for sale by the Company up to
1,150,000 shares of the Company's Class A Common Stock, par value $0.01 per
share ("Class A Stock").
For purposes of this opinion, we have examined originals or copies
of the following:
1. The Registration Statement, as filed with the
Securities and Exchange Commission (the "Commission") on June 3,
1996;
2. The Amended and Restated Certificate of Incorporation
of the Company, as amended to date, incorporated by reference as an
exhibit to the Registration Statement (the "Certificate of
Incorporation");
371095.2
<PAGE>
2
Ampex Corporation
June 3, 1996
3. By-Laws of the Company, as amended to date,
incorporated by reference as an exhibit to the Registration
Statement (the "By-Laws");
4. Form of Class A Stock Certificate, incorporated by
reference as an exhibit to the Registration Statement;
5. Records of corporate proceedings of the Company as
provided to us by an officer of the Company; and
6. Such other documents as we have deemed necessary as a
basis for rendering the opinion herein expressed.
In rendering the opinions herein expressed we have assumed the
genuineness of all signatures, the authenticity of all documents, instruments
and certificates submitted to us as originals, the conformity with the original
documents, instruments and certificates of all documents, instruments and
certificates submitted to us as copies and the legal capacity to sign of all
individuals executing such documents, instruments and certificates (the
"Documents"). In addition, we have assumed, other than with respect to those
signing on behalf of the Company, that all signatories of any Documents have
been duly authorized, pursuant to all applicable laws, regulations, corporate
charters and governing documents, to execute said Documents. As to facts
material to the opinions in this letter, we have relied upon representations of
the Company, including, without limitation, the representations made in factual
certificates furnished to us by officers and agents of the Company, and upon
representations made in any of the other Documents.
We are not admitted to practice in any jurisdiction but the State of
New York and we do not express any opinion as to the laws of states or
jurisdictions other than the State of New York and matters of federal law and
Delaware corporate law. No opinion is expressed as to the effect that the law of
any other jurisdiction may have upon the subject matter of the opinions
expressed herein under conflicts of law principles or otherwise.
The opinions in this letter are subject to the following additional
limitations, qualifications and exceptions: (i) the effect and application of
bankruptcy, insolvency, reorganization, moratorium and other laws now or
hereafter in effect relating to or affecting creditors' rights generally; (ii)
fraudulent conveyance and transfer laws; (iii) the effect and application of
general principles of equity, whether considered in a proceeding in equity or at
law, including limitations on the availability of equitable
371095.2
<PAGE>
remedies; (iv) the limitation that no opinion is expressed as to the
enforceability of choice of law provisions; (v) limitations imposed by reason of
generally applicable public policy principles or considerations, including
limitations resulting from such public policy principles or considerations as to
enforceability of rights to indemnity and contribution; and (vi) the
unenforceability of any provision requiring the payment of attorneys' fees,
except to the extent that a court determines such fees to be reasonable, or of
liquidated damages, except to the extent that a court determines such damages
not to be a penalty.
On the basis of and in reliance upon the foregoing, and subject to
the foregoing limitations, qualifications and exceptions, we are of the opinion
that the issuance and sale of up to 1,150,000 shares of Class A Stock by the
Company in the manner described in the Registration Statement under the caption
"Plan of Distribution" has been duly authorized and, when such shares are so
issued and delivered in accordance with the terms of any applicable underwriting
agreement or other purchase agreement, and assuming that such shares are issued
and sold in accordance with the resolutions to be adopted by the Company's Board
of Directors or the Executive Committee thereof upon execution of the applicable
underwriting or purchase agreement, and that such shares continue to be duly
authorized for issuance, such shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
In giving this consent, we do not admit thereby that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Commission.
Very truly yours,
/s/ Battle Fowler LLP
371095.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-3 of Ampex
Corporation of our report, dated March 8, 1996, on our audit of the consolidated
financial statements and financial statement schedule of Ampex Corporation,
which report appears in the Annual Report on Form 10-K filed by Ampex
Corporation for its fiscal year ended December 31, 1995. We also consent to the
reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
----------------------------
Coopers & Lybrand L.L.P.
San Francisco, California
June 3, 1996
372050.1
