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As filed with the Securities and Exchange Commission on August 31, 2000
Registration No. 333-85605
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
AMPEX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------------
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
(650) 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 94063-3199
(650) 367-2011
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH A COPY TO:
DAVID D. GRIFFIN, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP
75 EAST 55TH STREET
NEW YORK, NY 10022
-------------------------------
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, other than securities offered only in connection with
dividend or interest reinvestment plans, please 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(b) 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. / /
THE REGISTRANT HEREBY AMENDS THIS POST-EFFECTIVE AMENDMENT NO. 1 TO 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 POST-EFFECTIVE AMENDMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 amends the Registration Statement
on Form S-3 (File No. 333-85605) that was filed by Ampex Corporation on August
19, 1999. The Registration Statement covered the offering and sale by selling
stockholders of up to 816,667 shares of the Class A Common Stock, par value
$0.01 per share (the "Class A Stock"), of Ampex. Of those shares, 512,821 were
issuable upon the exercise of a warrant issued to Information Super Station,
L.L.C. ("ISS").
In connection with the settlement of certain litigation among Ampex,
ISS and certain other parties, Ampex and ISS agreed to amend the vesting
provisions of the warrant. Under the terms of the Amendment to Contingent
Warrant Agreement dated as of July 22, 2000 (a copy of which has been filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000), the warrant became vested as to 100,000 shares of Class A Stock,
and was canceled as to the remaining 412,821 shares of Class A Stock, in each
case as of March 15, 2000.
This Post-Effective Amendment No. 1 is being filed for the purposes of
supplementing the Prospectus dated August 27, 1999 relating to the sale of
816,667 shares of Class A Stock by the selling stockholders, adding the
Amendment to Contingent Warrant Agreement as an exhibit to the Registration
Statement, and removing from registration the 412,821 shares of Class A Stock
underlying the canceled portion of the warrant.
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SEC File No. 333-85605
PROSPECTUS SUPPLEMENT DATED AUGUST 31, 2000
TO PROSPECTUS DATED AUGUST 27, 1999
AMPEX CORPORATION
250,000 SHARES OF CLASS A COMMON STOCK
The information in this Prospectus Supplement supplements the
information set forth under the caption "Selling Stockholders" in the
Prospectus. This Prospectus Supplement should be read in conjunction with the
Prospectus. Capitalized terms used and not defined herein have the meanings
given to them in the Prospectus. The Selling Stockholders section of the
Prospectus is hereby supplemented with the following information:
Ampex declined to exercise any of its options to purchase additional
shares of EBWC. Therefore, the entire Warrant granted to ISS would have expired
on March 15, 2000. However, in connection with the settlement of certain
litigation among Ampex, ISS and certain other parties, Ampex and ISS agreed to
amend the vesting provisions of the Warrant. Under the terms of the amended
Warrant, the Warrant became vested as to 100,000 Warrant Shares, and expired as
to 412,821 Warrant Shares, in each case as of March 15, 2000. ISS has advised us
that prior to the date of this Prospectus Supplement, it sold all of the 153,846
shares of Class A Stock covered by the Prospectus. Accordingly, the number of
shares of Class A Common Stock listed in the Selling Stockholder table of the
Prospectus for ISS has been reduced from 666,667 to 100,000, which represents
the vested Warrant Shares described above.
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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
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the 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 August 31, 2000.
AMPEX CORPORATION
By: /s/ Craig L. Mckibben
---------------------------------
Craig L. McKibben
Vice President, Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ Edward J. Bramson * Chairman, President, Chief Executive August 31, 2000
--------------------------------- Officer and Director
Edward J. Bramson (Principal Executive Officer)
/s/ Craig L. Mckibben Vice President, Director, Chief August 31, 2000
--------------------------------- Financial Officer and Treasurer
Craig L. Mckibben (Principal Financial Officer and
Principal Accounting Officer)
/s/ Douglas T. Mcclure, Jr. * Director August 31, 2000
-------------------------------
Douglas T. McClure, Jr.
/S/ PETER SLUSSER * Director August 31, 2000
-------------------------------
Peter Slusser
/s/ William A. Stoltzfus, Jr. * Director August 31, 2000
---------------------------------
William A. Stoltzfus, Jr.
* By: /S/ Craig L. Mckibben August 31, 2000
----------------------------
Craig L. McKibben
Attorney-In-Fact
(Pursuant to Power of Attorney
previously filed with the Commission)
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT
4.8 Amendment to Contingent Warrant Agreement dated as of July 21, 2000,
between the Registrant and Information Super Station L.L.C. (amending
the Contingent Warrant Agreement dated July 22, 1999, between the
Registrant and ISS, previously filed as Exhibit 4.5 to the Registrant's
Registration Statement on Form S-3 (File No. 333-85605) (previously
filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2000).
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