As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 33_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement under the Securities Act of 1933
Ampex Corporation
(Exact name of Registrant as specified in its charter)
Delaware 13-3667696
(State of incorporation) (I.R.S. employer identification number)
500 Broadway
Redwood City, California 94063-3199
(Address of principal executive offices, including zip code)
Ampex Corporation 2000 Stock Bonus Plan
(Full title of the plan)
Joel D. Talcott, Esq.
Ampex Corporation
500 Broadway, M.S. 1101
Redwood City, California 94063-3199
(650) 367-3330
(Name, address and telephone number of agent for service)
Copies to:
David D. Griffin, Esq.
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, New York 10022
<TABLE>
<CAPTION>
Calculation of Registration Fee
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered (1) Maximum Maximum Registration Fee
Offering Price Aggregate Offering
Per Share Price
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<S> <C> <C> <C> <C>
Class A 2,500,000 shares (2) $1.44 (3) $3,600,000 $962.00
Common Stock
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Class A Common Stock which become issuable under the Ampex Corporation
2000 Stock Bonus Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction.
(2) Represents the maximum number of shares available for stock bonuses or
direct stock purchase rights under the 2000 Stock Bonus Plan as in
effect on the date hereof.
(3) Calculated under Rule 457(c) of the Securities Act of 1933, as amended.
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EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the "1933
Act") to register up to 2,500,000 shares of Class A Common Stock, $0.01 par
value per share (the "Class A Stock"), of the Registrant reserved for issuance
under the Ampex Corporation 2000 Stock Bonus Plan (the "2000 Plan").
Under cover of this Form S-8 is a reoffer prospectus prepared in
accordance with Part I of Form S-3 under the 1933 Act and pursuant to General
Instruction C to Form S-8. The reoffer prospectus may be used for reoffers and
resales made on a continuous or delayed basis in the future of up to of
2,500,000 shares of the Class A Stock which are reserved for issuance under the
2000 Plan that constitute "control securities" within the meaning of General
Instruction C to Form S-8. In this Registration Statement and reoffer
prospectus, unless otherwise indicated or required by form or context, "Ampex,"
"Registrant," "Company," "we," "us" and "our" all refer to Ampex Corporation and
its predecessors and subsidiaries.
REOFFER PROSPECTUS
AMPEX CORPORATION
2,500,000 SHARES OF CLASS A COMMON STOCK
AMPEX 2000 STOCK BONUS PLAN
-------------------------
INVESTING IN SHARES OF OUR CLASS A STOCK INCLUDES CERTAIN RISKS AS OUTLINED IN
OUR "RISK FACTORS" SECTION BEGINNING ON PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THE DISCLOSURES IN THE PROSPECTUS AND ANY
CONTRARY REPRESENTATION IS A CRIMINAL OFFENSE.
-------------------------
DATED: JULY 18, 2000
-------------------------
TABLE OF CONTENTS
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS ...............................3
THE COMPANY....................................................................3
PROSPECTUS SUMMARY.............................................................4
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RISK FACTORS...................................................................4
USE OF PROCEEDS...............................................................12
SELLING SECURITY HOLDERS......................................................12
PLAN OF DISTRIBUTION..........................................................12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................13
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This reoffer prospectus, including the information incorporated in it by
reference, as well as other information we have filed from time to time with the
Commission, contains forward-looking statements within the meaning of the
federal securities laws. Forward-looking statements address our current plans,
intentions, beliefs and expectations and statements of future economic
performance based upon available information. Statements containing terms like
"believes," "does not believe," "plans," "expects," "intends," "estimates,"
"anticipates" and other words and phrases of similar meaning are considered to
imply uncertainty and are considered forward-looking statements.
Our actual results, performance or achievements may differ materially
from the anticipated results, performance or achievements that are expressed or
implied by our forward-looking statements. We assume no responsibility or
obligation to update our forward-looking statements.
THE COMPANY
We are a leading innovator of visual information technology that has
traditionally specialized in the development and manufacture of high performance
recording products used for the acquisition and processing of data and for the
storage of mass computer data, especially images. Recently, in order to
capitalize on our expertise and technology in digital video, we have been
focusing on the development and expansion of our Internet video businesses,
through internal projects, acquisitions and strategic investments, which in 1999
we consolidated in our subsidiary iNEXTV Corporation ("iNEXTV"). We are seeking
to leverage our significant experience in digital video processing to become a
major provider of Internet video programming services and technology.
During our 56-year history, we have developed substantial proprietary
technology relating to the electronic storage, processing and retrieval of data,
particularly images, certain of which we have elected to patent or seek to
patent. We currently hold approximately 1,000 patents and patent applications
covering digital image-processing and recording technology, and have licensed
our patents primarily for use in videocassette recorders and other consumer
products. In the years 1994 through 1999, our licensing income averaged $15
million per year. However, royalty income has fluctuated materially from year to
year, and there can be no assurance that we will continue to generate comparable
levels of royalty income in future periods.
Our Internet video businesses are conducted primarily through our iNEXTV
subsidiary, which manages our Internet operations, and our Internet Technology
Group ("ITG"), which was organized to conduct the research, development and
engineering of products and services for the Internet. The iNEXTV network
currently includes: Alternative Entertainment Network, Inc. ("AENTV" or
"AENTV.com"), a provider of on-demand streaming video sites about the
entertainment industry; EXBTV.com, a producer and netcaster of original Internet
programming covering the executive branch of the U.S. government; TV onthe WEB,
Inc. ("TV onthe WEB" or "TVontheWEB.com"), a leading provider of webcasting and
other Internet video services; and TV1 Internet Television
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("TV1" or "TV1.de"), a leading European webcaster. Our Internet operations are
at an early stage of development and have not yet produced significant revenues.
Accordingly, these operations involve a material risk of loss and can be
expected to remain unprofitable for a substantial period of time.
We also own MicroNet Technology, Inc. ("MicroNet"), which manufactures
disk arrays and related storage products for image-based markets, such as the
video and commercial pre-press markets. MicroNet's principal disk storage
products include its Genesis(TM), SANcube(TM) and RAIDbank 2000(TM) disk array
systems.
In February 2000, in order to focus more sharply on our Internet
businesses, we announced plans to sell Ampex Data Systems Corporation ("Data
Systems" or "ADSC"), a subsidiary engaged in the manufacture and sale of high
performance mass data storage and instrumentation recorders and systems. Data
Systems products are sold primarily for use in the television broadcast and
government markets. We have not yet entered into a contract to sell Data
Systems, and there can be no assurance that a contract will be entered into or
as to the terms or timing of any sale. Pending consummation of a sale, and in
accordance with generally accepted accounting principles, we have accounted for
Data Systems' operations as a discontinued business as of December 31, 1999 and
for each of the three years then ended. Following the planned sale of Data
Systems, our principal products will be the MicroNet products, and our principal
business operations will be conducted by iNEXTV, ITG and MicroNet.
We were incorporated in Delaware in January 1992 as the successor to a
business originally organized in 1944.
PROSPECTUS SUMMARY
The primary purposes of the 2000 Plan are to permit us to pay non-cash,
equity compensation to eligible individuals for services provided to us, and to
encourage continued service and the achievement of certain performance
objectives by such individuals. In our recruitment and retention of employees,
we compete with other high technology and internet service companies. We believe
that the 2000 Plan is an important compensation vehicle that will allow us to
attract and retain highly qualified employees in our core businesses, and will
align the long-range interests of key employees with the interests of our
stockholders. The 2000 Plan will also enable us to conserve cash that otherwise
might be required to pay compensation to eligible individuals.
Our principal executive office is located at 500 Broadway, Redwood City,
CA 94063, telephone number (650) 367-2011. Our Class A Stock is traded on the
American Stock Exchange under the symbol "AXC".
RISK FACTORS
In this section, we highlight some of the risks associated with our
business and operations. Investing in our shares can be risky and you should be
able to bear a complete loss of your investment. To fully understand the level
of risk involved when considering an investment in our shares, you should
carefully consider the following risk factors, as well as the other information
contained in this reoffer prospectus.
Risk of Continuing Losses
We have incurred significant operating and net losses for fiscal year
1999 and for subsequent periods. These losses were primarily due to our Internet
video programming activities, promotional expenses and amortization of goodwill
of acquired businesses. We also incurred certain interest expenses and
additional losses from our discontinued operations. Total revenues were not
sufficient to offset these items. Although we expect our Internet video revenues
to increase, we cannot be sure they will be sufficient to offset similar
expenses and/or losses that may be incurred. Also, we cannot be sure that
expenses and losses will not increase as well during these periods. We may be
required to incur additional indebtedness in connection with future acquisitions
or our Internet expansion plans which could
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increase future interest expenses. In addition, we cannot predict the amount of
licensing royalties that may be recognized in future periods. Accordingly, we
expect operating and net losses to continue at least for the near future.
Risks Associated with iNEXTV and Internet Video Strategy
Our Internet subsidiary, iNEXTV, was formed in mid-1999, and has not yet
generated any material advertising or sales revenues. The business and prospects
of iNEXTV, and our Internet video strategy in general, are subject to the risks
and uncertainties typical of companies in the early stages of development. These
risks are especially high in new and rapidly evolving markets such as those for
Internet content, advertising and electronic commerce (e-commerce). The
development of iNEXTV and the implementation of our strategy to expand our
Internet video businesses involve special risks and uncertainties, including but
not limited to the following:
- the ability of iNEXTV and its affiliates to
identify, produce or acquire and deliver
compelling, quality video programming over the
Internet that appeals to its target audiences;
- the ability of iNEXTV and its affiliates to obtain
and manage key employees and other resources
necessary for growth and profitability;
- market acceptance of streaming media technology
which is subject to congestion and interruptions
on the Internet and requires specialized software,
technical expertise and increased bandwidth;
- dependence upon the continued acceptance and
growth of the Internet as a significant medium for
advertising and e-commerce;
- iNEXTV's ability to generate advertising revenues
from the Internet and the ability for it to sell
goods and services over the Internet;
- the ability of iNEXTV and its affiliates to
attract and retain sponsors and advertisers,
content developers and other key partners
necessary to make its websites viable;
- dependence upon timely delivery and integration of
website software and hardware purchased from third
parties used in its EXBTV.com and iSTYLETV.com
websites;
- vulnerability of Internet content delivery to
system failures and interruptions for a variety of
reasons, including computer viruses and other
breaches of security;
- dependence upon Internet service providers, web
browsers, providers of streaming media products
and others to provide Internet access to iNEXTV's
websites and programming;
- our ability to innovate, upgrade and transfer to
iNEXTV and its affiliates audio or video
technology for Internet-based applications;
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- competition among Internet broadcasters and
providers of products and services for users,
advertisers, content and new products and
services;
- uncertainty about the adoption and application of
new laws and proposed taxation and government
regulations relating to Internet businesses, which
could have a negative affect on Internet business.
Some of these negative effects include their
slowing down of Internet growth, adversely
affecting the viability of e-commerce, exposing
iNEXTV to potential liabilities or negative
criticism for mishandling customer security or
user privacy concerns or otherwise adversely
affecting its Internet businesses;
- our ability to obtain licenses of intellectual
property developed by others that affect Internet
usage. Intellectual property claims against us
could be costly and could result in our losing
significant rights related to our Internet
business;
- our ability to expand successfully in the European
or other foreign markets, which is likely to be
subject to cultural and language barriers,
different regulatory environments, currency
exchange rate fluctuations and other difficulties
and uncertainties relating to managing foreign
operations; and
- likelihood of continued and significant expenses
resulting in material losses in future periods.
Such losses could negatively affect the price of
our securities. A decrease in the price of our
securities could force us to seek additional
capital, which may not be available on
satisfactory terms, or at all.
Risks Associated with Acquisition Strategy
In order to expand our products and services, we have made, and will
continue to make under the right circumstances, acquisitions of and/or
investments in other business entities. These entities may be involved in both
producing and distributing Internet video programming. We may not be able to
identify or acquire additional acquisition candidates in the future, or complete
any further acquisitions or investments on satisfactory terms. We are not
currently engaged in negotiating any specific acquisitions of other business
entities and we make no assurances as to when or if we will make acquisitions in
the future. In order to pay for future acquisitions or investments, we may:
- issue additional equity securities which would
dilute the ownership interest of our existing
stockholders;
- incur additional debt; and/or
- amortize goodwill and other intangibles or incur
other related charges which could materially
impact earnings.
Acquisitions and investments involve numerous additional risks,
including difficulties in the integration and management of operations, services
and personnel of the acquired companies. We may also encounter problems in
entering markets and businesses in which we have limited or no experience.
Acquisitions can also divert management's
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attention from other business concerns. We also may make investments in
companies in which we have less than a 100% interest. Such investments involve
additional risks, including our inability to control the management or policies
of such entities, and risks of potential conflicts with other investors. We have
invested in companies that are in the early stage of development and that may be
expected to incur substantial losses. Our financial resources may not be
sufficient to fund the operations of such companies. Accordingly, there can be
no assurance that any acquisitions or investments that we make will result in
any returns, or as to the timing of any such returns. In addition, the
possibility exists that we could lose all or a substantial portion of our
investments.
Risk of Proposed Sale of Data Systems
We recently announced our intention to sell Data Systems, which
manufactures our high performance mass data storage and instrumentation products
for entertainment and government applications. We have accounted for this
subsidiary's operations as a discontinued business effective with its fiscal
year 1999 financial statements. We have retained the services of a financial
advisory firm to assist with the sale and have entered into preliminary
discussions with potential purchasers. We have not entered into any definitive
agreement of sale and there can be no assurance that we will be able to
consummate a sale. Data Systems has experienced a decline in its product sales
and we cannot assure that this decline will not continue. We intend to use the
proceeds of the proposed sale to expand our Internet video operations through
iNEXTV and other Internet activities. In addition, we plan to use the proceeds
from the sale to reduce and/or eliminate debt and offset potential losses
attributable to iNEXTV or our other operations. We realize that there can be no
assurance that any such proceeds will be sufficient to do so. In addition, if
the proposed sale is consummated, we may retain certain liabilities associated
with Data Systems' prior operations, including pension benefit obligations,
environmental liabilities and indemnification obligations customarily contained
in sale agreements.
Risk of Leverage
As of March 31, 2000, we had outstanding approximately $45 million of
total borrowings, which includes $44 million principal amount of 12% Senior
Notes due 2003 and $1 million of subsidiary indebtedness. We have invested a
portion of the proceeds from the Senior Notes in our MicroNet and iNEXTV
subsidiaries and for general corporate purposes. We have also invested a portion
of the balance of these proceeds in government securities and, in order to
realize yields approaching the interest rate on the Senior Notes, from time to
time have invested in high- yield mutual funds and corporate securities. The
high-yield mutual funds and corporate securities may have, in some instances,
longer terms and lower credit quality than U.S. government securities. We may
also engage in various transactions in derivative securities, although we have
not yet done so.
We may incur additional indebtedness from time to time to finance
acquisitions or capital expenditures or for other purposes, subject to the
restrictions in the indenture governing the Senior Notes. The degree to which we
are leveraged, and the types of investments we select, could have important
consequences to investors, including the following:
- a substantial portion of our consolidated cash
flow from operations must be dedicated to the
payment of principal and interest on outstanding
indebtedness, and is therefore unavailable for
other purposes;
- our ability to obtain additional financing in the
future for working capital needs, capital
expenditures, acquisitions and general corporate
purposes may be materially limited or impaired, or
such financing may not be available on terms
favorable to us;
- we may be more highly leveraged than our
competitors, which may place
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us at a competitive disadvantage;
- our leverage may make us more vulnerable to a
downturn in our business or the economy in
general;
- investments in securities with lower credit
quality or longer maturities could subject us to
potential losses due to nonpayment or changes in
market value of those securities. Also,
transactions in derivative securities could expose
us to losses caused by stock market fluctuations;
and
- the financial covenants and other restrictions
contained in the Senior Note indenture and other
agreements relating to our indebtedness may
restrict our ability to borrow additional funds,
to dispose of assets or to pay dividends on
preferred or common stock or repurchase preferred
or common stock.
We expect cash balances and cash flow from royalty income to be
sufficient to fund anticipated operating expenses, capital expenditures and debt
service requirements as they become due, at least through 2000. There can be no
assurance, however, that the amounts available from these sources will be
sufficient for such purposes in future periods. We may also seek to raise
additional equity capital in the private or public markets to finance the
expansion of our Internet video businesses. No assurance can be given that
additional sources of funding will be available if required or, if available,
will be on terms satisfactory to us. If we cannot service our indebtedness we
will be forced to adopt alternative strategies. These strategies may include
reducing or delaying capital expenditures, selling additional assets,
restructuring or refinancing our indebtedness. There can be no assurance that
any of these strategies will be successful or that they will be permitted under
the Senior Note indenture, if applicable.
Fluctuations in Royalty Income
Our results of operations in certain prior periods reflect the receipt
of significant royalty income, including material nonrecurring payments
resulting from negotiated settlements primarily related to sales of products by
manufacturers before negotiating licenses from us. Although we have a
substantial number of outstanding and pending patents, and our patents have
generated substantial royalties in the past, it is impossible to predict the
amount of royalty income we will receive in the future. Royalty income has
historically fluctuated significantly from quarter to quarter and year to year
due to a number of factors that we cannot predict. These factors include the
extent to which third parties use our patented technology, the extent to which
we must pursue litigation in order to enforce our patents, and the ultimate
success of our licensing and litigation activities. Accordingly, there can be no
assurance of the level of royalty income that will be realized in the future. As
we expand our Internet video businesses, the significance of our royalty income,
relative to operating income, will vary. This variation is due, most
significantly, to the anticipated sale of Data Systems. Should the sale be
finalized, the significance of royalty income could decrease should the
royalties be sold as part of the sale of Data Systems. However, if the sale of
Data Systems does not occur, or if the sale does not include royalty income as
part of the transaction, then the significance of royalty income may be expected
to increase until and unless our Internet businesses become profitable.
The costs of patent litigation can be material. Involvement in patent
enforcement litigation may also increase the risk of counterclaims alleging our
infringement of patents held by third parties or seeking to invalidate our
patents. Moreover, there is no assurance that we will continue to develop
patentable technology that will be able to generate significant patent royalties
in the future to replace our patents as they expire.
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Dependence on Licensed Patent Applications and Proprietary Technology
Our success depends, in part, upon our ability to establish and maintain
the proprietary nature of our technology through the patent process. The
possibility always exists that one or more of our patents will be successfully
challenged, invalidated or circumvented or that we will otherwise be unable to
rely on such patents for any reason. In addition, there exists the possibility
that competitors will seek to apply for and obtain patents that prevent, limit
or interfere with our ability to make, use and sell our products. Many of our
competitors have substantial resources and made substantial investments in
competing technologies. If any of our patents are successfully challenged,
invalidated or circumvented or our right or ability to manufacture products were
to be proscribed or limited, our ability to continue to manufacture and market
our products could be adversely affected. Any adverse effects on our ability to
continue to manufacture and market our products would likely have a material
adverse effect upon our business, financial condition and results of operations.
Litigation may be necessary to enforce our patents and to protect trade
secrets or know-how owned by us. In addition, litigation may be necessary to
determine the enforceability, scope and validity of the proprietary rights of
others. Any litigation or interference proceedings brought against, initiated by
or otherwise involving us may require us to incur substantial legal and other
fees and expenses and may require some of our employees to devote all or a
substantial portion of their time to the prosecution or defense of such
litigation or proceedings.
Rapid Technological Change and Risks of New Product and Services Development
The industries and markets from which we derive revenues, directly or
through our licensing program, are characterized by continual technological
change and the need to introduce new products, product upgrades, services and
patentable technology. This has required, and will continue to require, that we
expend substantial funds for the research, development and engineering of new
products and advances to existing products. With respect to our Internet
operations, this requires that we develop and implement new content and
services. The possibility exists that our existing products, services and
technologies will become obsolete and that certain or all new products, services
or technologies will not win commercial acceptance. Obsolescence of existing
product lines, or inability to develop and introduce new products and services,
could have a material and adverse effect on our sales and results of operations
in the future. The development and introduction of new technologies, services
and products are subject to inherent technical and market risks, and there can
be no assurance that we will be successful in this regard.
In 1999, MicroNet changed its focus to concentrate on its high-end
products and has recently introduced and expects to introduce later this year
several new products and new versions of existing products. Although we believe
that these products will be well received, there is no guarantee that they will
be introduced on a timely basis or will achieve significant market share or
generate significant sales revenues. To the extent that MicroNet fails to
improve its profitability, we will be required to devote resources (including
management's time and attention) to MicroNet that would otherwise be available
for the expansion of our Internet video businesses.
Competition
The market for Internet products and services is highly competitive and
characterized by multiple competitors and low barriers to entry. We are
attempting to develop improvements in video quality in order to differentiate
ourselves from our competitors. However, other companies may develop competing
technologies and we may be unable to obtain patent or other protection for our
Internet video technology. In addition, the market for Internet advertising and
electronic commerce, upon which iNEXTV's Internet operations will be partially
dependent to achieve ultimate profitability, is intensely competitive. We
believe this competition will intensify.
MicroNet's competitors include large companies such as EMC, Data
General, IBM and small system integrators. Many of these companies are more
established and have greater resources than MicroNet. There is no assurance that
MicroNet will be able to compete successfully in these markets.
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Dependence on Certain Suppliers
We purchase certain components from a single domestic or foreign
manufacturer for use in our disk arrays and other manufactured products.
Significant delays in deliveries or defects in such components have adversely
affected our manufacturing operations and we are currently qualifying an
alternative supplier. In addition, we produce highly engineered products in
relatively small quantities. As a result, our ability to cause suppliers to
continue production of certain products on which we may depend may be limited.
We generally do not enter into long-term raw materials or components supply
contracts.
Risks Related to International Operations
International operations are subject to a number of special risks,
including limitations on repatriation of earnings, restrictive actions by local
governments, and 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 our results of operations. We do not normally seek
to mitigate our exposure to exchange rate fluctuations by hedging our foreign
currency positions.
The expansion of iNEXTV's European operations, which are conducted
primarily through TV1, may generate advertising and sales revenues in future
periods, although we have not recognized any material revenue to date. The
European operations of iNEXTV are expected to be subject to certain risks and
uncertainties.
In January 1999, the new "Euro" currency was introduced in certain
European countries that are part of the European Monetary Union ("EMU").
Beginning in 2003, all EMU countries are expected to be operating with the Euro
as their single currency. A significant amount of uncertainty exists as to the
effect the Euro will have on the marketplace generally. Some of the rules and
regulations relating to the governance of the currency have not yet been defined
and finalized. As a result, companies operating or conducting business in Europe
will need to ensure that their financial and other software systems are capable
of processing transactions and properly handling the Euro. We are assessing the
effect the introduction of the Euro will have on our internal accounting systems
and the potential sales of our products. We will take appropriate corrective
actions based on the results of such assessment. We have not yet determined the
costs related to addressing this issue. This issue is not expected to have a
material adverse affect on our business.
Volatility of Stock Price
The trading price of our Class A Stock has been and can be expected to
be subject to significant volatility, reflecting a variety of factors,
including:
- quarterly fluctuations in operating results;
- announcements of acquisitions, Internet
developments or new product introductions by us or
our competitors;
- reports and predictions concerning us by analysts
and other members of the media;
- issuances of substantial amounts of Class A Stock
in order to redeem outstanding shares of its
Preferred Stock, or otherwise; and
- fluctuations in trading volume of our Class A
Stock, and general economic or market conditions.
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The stock market in general, and Internet and technology companies in
particular, have experienced a high degree of price volatility. These
fluctuations have had a substantial effect on the market prices of many
companies for reasons that often are unrelated or disproportionate to operating
performance. These broad market and industry fluctuations may adversely affect
the price of our Class A Stock, regardless of our operating performance.
Dependence on Key Personnel
We are highly dependent on our management and our success depends upon
the availability and performance of key executive officers and directors. Except
for certain employees of our Internet affiliates, we have not entered into
employment agreements with our key employees, and the loss of the services of
key persons could have a material adverse effect. We do not maintain key man
life insurance on any of these individuals.
Anti-Takeover Consequences of Certain Governing Instruments
Our 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 instrument governing our outstanding Preferred Stock, which has an aggregate
liquidation value of approximately $37.6 million at March 31, 2000, requires
that we make mandatory offers to redeem those securities out of legally
available funds in the event of a change of control. For this purpose, a change
of control includes the following events: a person or group of people acting
together acquires 30% or more of our voting securities; we merge, consolidate or
transfer all or substantially all of our assets; or our dissolution. The
Certificate of Incorporation authorizes the Board of Directors to issue
additional shares of Preferred Stock without the vote of stockholders. The
indenture governing our outstanding Senior Notes, in the total principal amount
of $44 million, requires us to offer to repurchase the Senior Notes at a
purchase price equal to 101% of the outstanding principal amount thereof
together with accrued and unpaid interest in the event of a change of control.
Under the indenture, a change of control includes the following events: a person
or group of people acting together acquires 50% or more of our voting stock; or
the transfer of substantially all of our assets to any such person or group,
other than to certain of our subsidiaries and affiliates.
These provisions could have anti-takeover effects by making our
acquisition by a third party more difficult or expensive in certain
circumstances.
Nonpayment of Dividends
We have not declared dividends on our Class A Stock since our
incorporation in 1992 and we have no present intention of paying dividends on
our Class A Stock. We are also restricted by the terms of certain agreements and
of the outstanding Preferred Stock as to the declaration of dividends.
Environmental Issues
Our facilities are subject to numerous federal, state and local laws and
regulations designed to protect the environment from waste emissions and
hazardous substances. Owners and occupiers of sites containing hazardous
substances, as well as generators and transporters of hazardous substances, are
subject to broad liability under various federal and state environmental laws
and regulations. This liability includes investigative and cleanup costs and
damages arising out of past disposal activities. We have been named from time to
time as a potentially responsible party by the United States Environmental
Protection Agency with respect to contaminated sites that have been designated
as "Superfund" sites. We are also engaged in various environmental
investigation, remediation and/or monitoring activities at several sites located
off our facilities. There can be no assurance that we will not ultimately incur
liability in excess of amounts currently reserved for pending environmental
matters, or that additional liabilities with respect to environmental matters
will not be asserted. In addition, changes in environmental regulations could
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impose the need for additional capital equipment or other requirements. Such
liabilities or regulations could have a material adverse effect on us in the
future.
USE OF PROCEEDS
All net proceeds from the sale of the Class A Stock offered by this
reoffer prospectus will go to the selling security holders. We will not receive
any proceeds from these sales.
SELLING SECURITY HOLDERS
The Class A Stock to which this reoffer prospectus relates are being
registered for reoffers and resales by the selling security holders who will
acquire the shares pursuant to the 2000 Plan. At this time, the selling security
holders are not currently identifiable and their identity will be disclosed as
they become known. In addition, the amounts of securities available to be sold
by the selling security holders is not currently available and will also be
provided as they become known. Under the 2000 Plan, no security holder may
receive a stock award for more than 250,000 shares of Class A Stock in the
aggregate in any calendar year, except for those persons who were not eligible
individuals prior to the time of the grant of the stock award.
The selling security holders may sell all, a portion or none of their
Class A Stock from time to time. The selling security holders include our
officers, employees and directors, as well as consultants and advisors. We will
supplement this prospectus as required to identify the selling security holders
and the amount of shares to be sold hereunder by each selling security holder.
PLAN OF DISTRIBUTION
This reoffer prospectus covers the sale of Class A Stock by the selling
security holders. As used herein, the term "selling security holder" includes
donees and pledges selling shares received from a named selling security holder
after the date of this prospectus. The selling security holders may offer and
sell their shares as principals or through one or more underwriters, brokers,
dealers or agents, from time to time, in one or more of the following
transactions, which may include block transactions:
- on any exchange or in an over-the-counter market;
- in transactions otherwise than on an exchange or
in an over-the-counter market;
- through put and call options or short sales
relating to the shares;
- at a fixed offering price which may be changed;
- at varying prices determined at the time of sale; or
- at negotiated prices.
We will not be receiving any cash proceeds from the sale of the shares
by the selling security holders. Any such underwriters, brokers, dealers or
agents may receive underwriting discounts and commissions, which may exceed
customary discounts, concessions or commissions. It is not possible at the
present time to determine the price to the public in any such sale. Accordingly,
the public offering price and the amount of any applicable underwriting
discounts and commissions will be determined at the time of such sale by the
selling security holder.
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The aggregate proceeds to the selling security holder from the sale of
his or her shares will be the purchase price of the shares sold less all
applicable commissions and underwriters' discounts, if any, and other expenses
of issuance and distribution not borne by us. We will pay substantially all the
expenses incident to the registration, offering and sale of the shares to the
public by the selling security holders other than fees, discounts and
commissions of underwriters, brokers, dealer or agents, if any, transfer taxes,
certain counsel fees and other similar selling expenses attributable to the sale
of the shares.
The selling security holders and any broker-dealers that act in
connection with the sale of shares might be deemed to be "underwriters" within
the meaning of the 1933 Act, and any commissions received by such broker-
dealers and any profit on the resale of the shares sold by them while acting as
principals might be deemed to be underwriting discounts or commissions under the
1933 Act. We have agreed to indemnify the selling security holders against
certain liabilities, including those arising under the 1933 Act. The selling
security holders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of shares against certain
liabilities, including liabilities arising under the 1933 Act.
Because the selling security holders may be deemed to be "underwriters"
under the 1933 Act, they will be subject to the prospectus delivery requirements
of the 1933 Act. We have informed the selling security holders that the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales of the Class A Stock in the market.
Selling security holders also may resell all or a portion of their
shares in open market transactions in reliance upon Rule 144 under the 1933 Act,
provided the sale meets the criteria and conforms to the requirements of such
rule.
Under the securities laws of certain states, the shares may be sold in
such states only through registered or licensed brokers or dealers. In addition,
in certain states the shares may not be sold unless they have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and complied with.
If and to the extent required, the specific shares to be sold, the name
of the selling security holder, the respective purchase prices and the public
offering prices, the names of any agent, broker, dealer or underwriter, any
applicable commissions or discounts, and other facts material to the transaction
will be set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement that includes this
prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We file annual, quarterly and special reports, proxy statements and
other information with the Commission. You can inspect and copy these reports,
proxy statements and other information at the public reference facilities of the
Commission, in room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 7
World Trade Center, Suite 1300, New York, New York 10048; and suite 1400,
Citicorp Center, 500 W. Madison Street, Chicago, Illinois 60661-2511. You can
also obtain copies of these materials from the public reference section of the
Commission at 450 Fifth Street, N.W., Washington, D.C., at prescribed rates.
Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Commission also maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission (http://www.sec.gov).
The Commission allows us to "incorporate by reference" the information
we file with it, which means that we can disclose important information to you
by referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
Commission will automatically update and supersede this information. We
incorporate by reference the following documents we filed or may file in the
future with the Commission, pursuant to Section 13 of the Securities Exchange
Act of 1934, as
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amended (the "Exchange Act"):
- Our Annual Report on Form 10-K for the year ended
December 31, 1999 as filed with the Commission on
March 20, 2000, and amended on Form 10-K/A dated
April 10, 2000;
- Our Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1999, September 30, 1999,
and March 31, 2000;
- The description of our Class A Stock contained in
Amendment No. 1 to Form 8-A Registration Statement
filed with the Commission on November 5, 1999
under Section 12 of the Exchange Act, including
any amendment or report we may file for the
purpose of updating such description.
- All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act which were filed
after the date of this Registration Statement and
prior to the filing of a post-effective amendment
indicating that all securities offered under this
Registration Statement have been sold or which
de-registers all securities which remain unsold at
that time.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following:
Investor Relations
Ampex Corporation
500 Broadway
Redwood City, CA 94063
650-367-4111
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS REOFFER
PROSPECTUS OR IN DOCUMENTS THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE
INFORMATION PROVIDED IN THIS REOFFER PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THIS REOFFER PROSPECTUS.
AMPEX CORPORATION
2,500,000 SHARES OF CLASS A COMMON STOCK
AMPEX 2000 STOCK BONUS PLAN
----------------
REOFFER PROSPECTUS
----------------
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report filed on Form 10-K, and as amended
on Form 10-K/A, for its fiscal year ended December 31, 1999, as
filed with the Commission;
(b) The Registrant's Quarterly Report on Form 10-Q for its fiscal
quarter ended March 31, 2000, as filed with the Commission; and
(c) The description of the Registrant's Class A Stock contained in
Amendment No. 1 to the Registrant's Form 8-A Registration
Statement filed with the Commission on November 5, 1999 (the
"1999 Form 8-A/A").
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended ("Exchange Act"), after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also 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 Registration Statement.
Item 4. Description of Securities.
The terms, rights and provisions applicable to the Class A Stock are set
forth in the Registrant's 1999 Form 8-A/A which is incorporated by reference
into this Registration Statement pursuant to Item 3(c) hereof.
Item 5. Interests of Named Experts and Counsel.
Joel D.Talcott serves as an Officer and General Counsel to the
Registrant and holds options and shares of Class A Stock in the Registrant.
Item 6. 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
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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 or she 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 or her 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 or her against the expenses that he or she
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 that 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.
The Registrant's By-laws provide indemnification, to the fullest extent
permitted by applicable law as it presently exists or may be amended, to its
directors and officers and to anyone who is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or nonprofit entity.
The Registrant's Amended and Restated Certificate of Incorporation
eliminates personal liability for the directors to the fullest extent permitted
by applicable law as it currently exists or may be amended.
The Registrant has entered into agreements to indemnify its directors in
consideration of their agreement to serve as directors of the Registrant and of
certain other corporations as 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 Amended and Restated Certificate of Incorporation,
By-laws and resolutions.
The Registrant presently maintains a "Directors & Officers Liability and
Corporate Reimbursement" insurance policy (the "Policy") with a $10,000,000
aggregate limit of liability in each policy year. The Policy provides coverage
to past, present and future directors and officers of the Registrant and its
subsidiaries for losses resulting from claims for which any such officer or
director was not indemnified by the Registrant. The Policy also provides for
reimbursement to the Registrant 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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits. Page
4.01 Registrant's 2000 Stock Bonus Plan..................................21
5.01 Opinion of Joel D. Talcott..........................................28
23.01 Consent of Joel D. Talcott (included in Exhibit 5.01)...............28
23.02 Consent of PricewaterhouseCoopers LLP...............................29
24.01 Power of Attorney (see Signatures)..................................19
Item 9. Undertakings.
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, as amended ("1933 Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment hereof) 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 may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) of the 1933 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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do
not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
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 that remain unsold at the termination of
the offering.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 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 this 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.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefor, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
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 hereby,
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 1933 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 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 July 17, 2000.
AMPEX CORPORATION
By: /s/ Craig L. McKibben
---------------------
Craig L. McKibben
Vice President, Treasurer and Chief Financial
Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Edward J. Bramson and Craig L.
McKibben or either of them, with full power to act, his attorney-in-fact, with
the power of substitution for him in any and all capacities, to sign any or all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edward J. Bramson Chairman and Chief Executive Officer July 17, 2000
-------------------------------- and Director (Principal Executive Officer)
Edward J. Bramson
/s/ Craig L. McKibben Vice President, Treasurer, Chief July 17, 2000
-------------------------------- Financial Officer and Director (Principal
Craig L. McKibben Financial Officer and Principal Accounting
Officer)
/s/ Douglas T. McClure Director July 17, 2000
--------------------------------
Douglas T. McClure Jr.
/s/ Peter Slusser Director July 17, 2000
--------------------------------
Peter Slusser
/s/ William A. Stoltzfus, Jr. Director July 17, 2000
----------------------------------
William A. Stoltzfus, Jr.
</TABLE>
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EXHIBIT INDEX
Exhibit Number Description Page
-------------- ----------- ----
4.01 Registrant's 2000 Stock Bonus Plan.............................21
5.01 Opinion of Joel D. Talcott.....................................28
23.01 Consent of Joel D. Talcott (included in Exhibit 5.01)..........28
23.02 Consent of PricewaterhouseCoopers LLP..........................32
24.01 Power of Attorney (see Signatures).............................19
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