AMX CORP, S-3, 1997-11-19

AMX CORP
S-3, 1997-11-19
ELECTRONIC COMPONENTS & ACCESSORIES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1997
Registration No. 333-
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------------------

AMX CORPORATION
(Exact name of registrant as specified in its charter)

TEXAS 75-1815822
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)

11995 FORESTGATE DRIVE
DALLAS, TEXAS 75243
972-644-3048
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive office)

--------------------------

JOE HARDT
11995 FORESTGATE DRIVE
DALLAS, TEXAS 75243
972-644-3048
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all communications to:

A. MICHAEL HAINSFURTHER
MARK A. KOPIDLANSKY
MUNSCH HARDT KOPF HARR & DINAN, P.C.
1445 ROSS AVENUE
4000 FOUNTAIN PLACE
DALLAS, TEXAS 75202
214-855-7580

--------------------------

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date 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(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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CALCULATION OF REGISTRATION FEE

<TABLE>
- -----------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SHARES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per 1,761,041 shares $ 6.63 $ 11,675,702 $ 3,539
share
- -----------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated pursuant to Rule 457(c) solely for purposes of calculating
the amount of the registration fee, based upon the average of the high and
low sales prices of the Common Stock on November 17, 1997, as reported on the
Nasdaq National Market.

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.

- -------------------------------------------------------------------------------

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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.

SUBJECT TO COMPLETION, DATED NOVEMBER 19, 1997

PROSPECTUS

AMX CORPORATION
1,761,041 Common Shares
Par Value of $.01 Per Share

This Prospectus relates to the public offering, which is not being
underwritten, of up to 1,766,041 shares (the "Shares") of the common stock,
par value $.01 per share (the "Common Stock"), of AMX Corporation, a Texas
corporation (the "Company"), which may be offered from time to time by the
Selling Shareholders named herein or by pledgees, donees, transferees or
other successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer (the "Selling Shareholders").
All of the securities to be registered hereby are to be offered for the
account of Selling Shareholders. The Company will not receive any of the
proceeds from the sale of the Shares. The Company will bear the costs
relating to the registration of the Shares, estimated to be approximately
$41,000.

The Shares were originally issued by the Company to the respective
Selling Shareholders in connection with (i) the sale of Common Stock to
certain venture capital investors pursuant to a Preferred and Common Stock
Purchase Agreement dated March 31, 1995, and (ii) the acquisition of the
remaining shares of Common Stock of PHAST Corporation not already owned by
the Company pursuant to a Stock Purchase Agreement dated October 14, 1997.
Pursuant to each of the foregoing transactions, the Company agreed to
register for resale the Shares received by the Selling Shareholders.

The Shares may be offered by the Selling Shareholders from time to time
in one or more transactions in the Nasdaq National Market or the
over-the-counter market at prices prevailing therein, in negotiated
transactions at such prices as may be agreed upon, or in a combination of
such methods of sale. See "Plan of Distribution." The price at which any of
the Shares may be sold, and the commissions, if any, paid in connection with
any such sale, are unknown and may vary from transaction to transaction. The
Company will pay all expenses incident to the offering and sale of the Shares
to the public other than any commissions and discounts of underwriters,
dealers or agents and any transfer taxes. See "Selling Shareholders" and
"Plan of Distribution."

The Company's Stock is traded on the Nasdaq National Market under the
symbol "AMXX." The average of the high and low prices of the Common Stock as
reported on the Nasdaq National Market on November 17, 1997 was $6.63 per
share.

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS,"
BEGINNING ON PAGE 7, FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.

The Securities and Exchange Commission (the "Commission") may take the
view that, under certain circumstances, the Selling Shareholders and any
broker-dealers or agents executing selling orders on behalf of the selling
shareholders may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). Commissions,
discounts or concessions received by any such broker-dealer or agent may be
deemed to be underwriting commissions under the Securities Act. See "Plan of
Distribution" for information relating to indemnification of the Selling
Shareholders.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE 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 November __, 1997

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AVAILABLE INFORMATION

The Company is subject to the reporting and informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and
other information with the Commission. Such reports, proxy and information
statements, and other information filed by the Company are available for
inspection and copying at the public reference facilities of the Commission
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 at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material may be obtained by mail from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a World Wide Web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants, including the
Company, that file electronically with the Commission. The Common Stock is
traded as "National Market Securities" on the Nasdaq National Market.
Material filed by the Company can be inspected at the offices of the National
Association of Securities Dealers, Inc., Reports Section, 1735 K Street,
N.W., Washington, D.C. 20006.

This Prospectus constitutes a part of a Registration Statement on Form
S-3 which the Company has filed with the Commission under the Securities Act,
with respect to the Common Stock. This Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement and related Exhibits thereto for further
information with respect to the Company and the securities offered hereby.
Such additional information can be obtained from the Commission's office in
Washington, D.C. Any statements contained herein concerning the provisions of
any documents are not necessarily complete, and, in each instance, reference
is made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:

1. The Company's Annual Report on Form 10-K for the year ended March 31,
1997;

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;

3. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997;

4. The Company's Proxy Statement for its Annual Meeting of Shareholders
held on August 13, 1997; and

5. The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A (Commission File No.
0-26924), as filed with the Commission pursuant to the Exchange Act on
October 5, 1995, as may be amended, modified or superseded by any report
or amendment filed with the Commission for the purpose of updating such
description.

All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares offered
hereby shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof.

Any statement contained in a document incorporated by reference into this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any and all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference into the information that this
Prospectus incorporates). Written or telephone requests should be directed
to David Chisum, AMX Corporation, 11995 Forestgate Drive, Dallas, Texas
75243, telephone number (972) 644-3048.

THE COMPANY

The Company was incorporated in March 1982. The Company is a leading
designer, developer, manufacturer and marketer of integrated remote control
systems that enable end users to operate as a single system a broad rage of
electronic and programmable equipment in a variety of corporate, educational,
industrial, entertainment, governmental, and residential settings. The
Company's hardware and software products provide the operating system,
machine control, and user interface necessary to operate as an integrated
network electronic devices from different manufacturers through easy-to-use
control panels. The Company's systems provide centralized control of a wide
range of video systems, audio systems, teleconferencing equipment,
educational media, lighting equipment, environmental control systems,
security systems, and other electronic devices.

The Company is a Texas corporation and its principal executive offices
are located at 11995 Forestgate Drive, Dallas, Texas 75243, and its
telephone number at such address is (972) 644-3048.

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FORWARD-LOOKING STATEMENTS

THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE
CONTAIN FORWARD-LOOKING STATEMENTS (AS DEFINED IN THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995) REGARDING FUTURE EVENTS OR THE FUTURE
FINANCIAL PERFORMANCE OF THE COMPANY, AND ARE SUBJECT TO A NUMBER OF RISKS
AND OTHER FACTORS WHICH COULD CAUSE THE ACTUAL RESULTS OF THE COMPANY TO
DIFFER MATERIALLY FROM THOSE CONTAINED IN AND ANTICIPATED BY THE
FORWARD-LOOKING STATEMENTS. AMONG SUCH FACTORS ARE THE RISK FACTORS
DISCUSSED BELOW. SEE "RISK FACTORS." THE FORWARD-LOOKING STATEMENTS
CONTAINED HEREIN AND IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE ARE
NECESSARILY DEPENDENT UPON ASSUMPTIONS, ESTIMATES AND DATA THAT MAY BE
INCORRECT OR IMPRECISE. ACCORDINGLY, ANY FORWARD-LOOKING STATEMENTS INCLUDED
HEREIN AND IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE DO NOT PURPORT TO BE
PREDICTIONS OF FUTURE EVENTS OR CIRCUMSTANCES AND MAY NOT BE REALIZED. WORDS
SUCH AS "ANTICIPATES," "EXPECTS," "INTENDS," "PLANS," "BELIEVES," "SEEKS,"
"ESTIMATES," VARIATIONS OF SUCH WORDS AND SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. ANY FORECASTS OR PROJECTIONS IN
THIS PROSPECTUS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS OF THE COMPANY'S
NEAR TERM RESULTS, BASED ON CURRENT INFORMATION AVAILABLE PERTAINING TO THE
COMPANY, INCLUDING THE AFOREMENTIONED RISK FACTORS. ACTUAL RESULTS COULD
DIFFER MATERIALLY. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY
ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE EVENTS OR OTHERWISE.

RISK FACTORS

The Shares offered hereby are speculative in nature and involve a high
degree of risk. The following risk factors should be considered carefully
before purchasing the Shares offered hereby.

MANAGEMENT OF NEW SUBSIDIARIES

Since August 1995, the Company has acquired and/or formed several new
operating subsidiaries, including AudioEase, Inc., which designs,
manufactures, and markets hardware and software products for upscale home
theater systems and whole home audio/video control and distribution systems
(since its formation, Audio Ease has been merged into PHAST), PHAST
Corporation ("PHAST"), which designs and manufactures home automation control
systems and products, and AMX Control Systems Pte. Ltd., as a representative
company in Singapore in order to provide customer support for the sale of the
Company's products into that region. Through these subsidiaries, all of
which are wholly owned, the Company has increased its product and service
offerings. This growth has placed a strain on the Company's resources and
has resulted in an increase in the level of responsibility for management
personnel. The successful and efficient management of these new subsidiaries
is critical to the Company's future financial performance. Management of
these new subsidiaries will require that the Company's management personnel
work together effectively and efficiently and that the Company, among other
things, integrate the companies' software products and technologies,
integrate management information systems, consolidate the companies'
operations and manage geographically dispersed operations (including new
offices in Philadelphia and Singapore), each of which could pose significant
challenges. The diversion of the attention of management created by this
process, and any disruptions or other difficulties encountered, could have a
material adverse effect on the business, operating results and financial
condition of the Company. The difficulty of managing these numerous
businesses may be increased by the need to integrate personnel and changes
effected in managing these companies may cause key employees to leave. There
can be no assurance that the Company will be able to manage the operations of
the new subsidiaries successfully, and any failure to do so could have a
material adverse effect on the Company's business, operating results and
financial condition.

INVESTMENT IN PHAST

The Company has committed resources to develop new products for specific
vertical markets to expand system sales and to provide added value to its
products. In particular, the Company has made a significant investment in
its PHAST subsidiary, which designs and manufactures home automation control
systems and products for the residential market. As of September 30, 1997,
the Company has advanced $4,794,000 to PHAST, and has recorded net losses of
$1,227,883, $2,311,000 and $445,000 for the six months ended September 30,
1997 and the years ended March 31, 1997 and March 31, 1996, respectively.
Although management believes that significant investments such as these are
appropriate, such investments can and have had a negative impact on the
Company's results of operations. As with entry into any new market, entry by
the Company (through PHAST) into the residential market for automated
controls and systems entails risks associated with the state of development
of the market, intense competition from companies already operating in these
markets, potential competition from companies that may have greater financial
resources than the Company, and increased research and development and
selling and remarketing expenses. PHAST has recently begun shipping home
automation control systems and products to its dealers; however, there can be
no assurance that PHAST's products will receive market acceptance in a timely
manner or at all, or that prices for PHAST's products in the residential
market will be at a level sufficient to provide profitable operations.
Therefore, the entry by the Company into the residential market for automated
controls and systems, particularly in light of the Company's investment in
PHAST, could have a material adverse effect on the Company's results of
operations.

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FLUCTUATIONS IN QUARTERLY RESULTS

The Company's quarterly operating results have varied significantly in
the past, and can be expected to vary in the future. These quarterly
fluctuations have been the result of a number of factors, including: the
volume and timing of orders received during the period, particularly from
international distributors, original equipment manufacturers and other large
customers; sales and marketing expenses related to entering new markets; the
Company's investment in PHAST; expenses associated with management of new
subsidiaries and new offices; the Company's reliance upon dealers and
distributors; the timing of new product introductions by the Company and its
competitors; the availability and pricing of components for the Company's
products; fluctuations in commercial and residential construction and
remodeling activity; and changes in product or distribution channel mix.
Many, but not all, of these factors are beyond the Company's control. The
Company may have control over making decisions whether to incur expenses and
may choose to incur an expense even though it has a negative impact on
quarterly results. In addition, the Company generally experiences higher
selling and marketing expenses during the first fiscal quarter of each year
due to costs associated with the Company's largest trade show (occurring in
June) and experiences higher sales in the education market during the second
fiscal quarter of each year due to the buying cycles of educational
institutions. Accordingly, the Company believes that period-to-period
comparisons of its quarterly results of operations are not necessarily
meaningful and should not be relied upon as indications of future
performance. Due to all of the foregoing factors, it is possible that in some
future quarter the Company's operating results may be below the expectations
of public market analysts and investors. In such event, the price of the
Company's Common Stock would likely be materially adversely affected.

INCREASING COMPLEXITY OF PRODUCT DESIGN

The market for integrated remote control systems is characterized by
rapidly evolving technology and frequent new product introductions. The
Company's future success will depend in part on its ability to continue to
develop and introduce competitive products and technologies on a timely basis
with features and functionalities that meet the changing requirements of the
marketplace. Advances in technology will require continued investment in
research and development to maintain the Company's market position. There
can be no assurance that the Company will be successful in developing
products that will include features required by the marketplace at prices
competitive with products offered by others. In addition, as the Company
seeks to introduce products with greater functionality and capability, the
Company's products have necessarily become more complex and therefore require
greater commitment of time and resources to develop. The Company has
experienced product introduction delays in the past and may experience such
delays in the future due to the complex nature of its products. Failure to
develop and manufacture new, competitive products in a timely manner could
have a material adverse effect upon the Company's results of operations.

YEAR 2000 COMPLIANCE

The Company utilizes a significant number of computer software programs
and operating systems in its operations, including applications used in
manufacturing, product development, financial business systems, and various
administrative functions. To the extent that the Company's software
applications contain source code that is unable to appropriately interpret
the upcoming calendar year "2000", some level of modification or even
possibly replacement of such applications will be necessary. The Company is
currently in the process of completing its identification of applications
that are not "Year 2000" compliant. Given information known at this time
about Company systems having such issues, coupled with the Company's
on-going, normal course-of-business efforts to upgrade or replace business
critical systems, as necessary, it is currently not anticipated that these
"Year 2000" costs will have any material adverse impact on the Company's
liquidity or its results of operations; however, the Company is still in the
preliminary stages of analyzing its systems and requirements and, to the
extent the Company's systems are not fully Year 2000 compliant, there can be
no assurance that potential systems interruptions or the cost necessary to
update software would not have a material adverse effect on the Company's
business, financial condition, results of operations and business prospects.

COMPETITION

The markets for the Company's remote control systems are highly
competitive. The Company's principal direct competitors based in North
America include Crestron Electronics, Inc. ("Crestron") in all its markets,
Dynacom Inc., DuKane Corp. and Rauland-Borg Corp. in the education market,
and Honeywell, IBM and the Audio Axcess division of Harmon International, as
well as numerous smaller companies, in the residential market. Of these
competitors, Crestron is the Company's principal competitor. In addition,
the Company assumes that there are other companies with substantial
financial, technical, manufacturing, and marketing resources currently

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engaged in the development and marketing of products similar to those of the
Company, and that such companies may enter one or more of the Company's
markets at any time. Most of the Company's competitors are focused on a
single vertical market and may therefore be able to devote more resources to
products that directly compete with, and which may adversely impact sales of,
the Company's products in such markets. Moreover, as the Company pursues new
markets, it is likely that the Company will encounter new competitors. The
Company believes its ability to compete depends on such factors as
reputation, quality, customer support and service, price, features and
functions of products, ease of use, software and hardware innovation,
reliability, and marketing and distribution channels. There can be no
assurance that the Company will be able to compete successfully in the future
with respect to any of the above factors.

DEPENDENCE ON COMPONENT SUPPLIERS

The principal components of the Company's products are printed circuit
boards, electronic components (including microprocessors), displays, and
metal, plastic, or wood housings, substantially all of which are purchased
from outside vendors. The Company generally buys components under purchase
orders and does not have long term agreements with its suppliers. Although
alternate suppliers are available for most of these components, qualifying a
replacement supplier and receiving components for certain other products
could take up to several months. The Company does not always maintain
sufficient inventory to allow it to fill customer orders without interruption
during the time that would be required to obtain an adequate supply of
replacement components. Any shortage or discontinuation of supply in these
components could materially adversely affect the Company's results of
operations. The Company also depends on its suppliers to deliver products
which are free from defects, competitive in functionality and cost, and in
compliance with the Company's specifications and delivery schedules.
Disruption in supply, a significant increase in cost of one or more
components, failure of a third party supplier to remain competitive in
functionality or price, or the failure of a supplier to comply with any of
the Company's procurement needs could delay or interrupt the Company's
manufacture and delivery of products and thereby materially adversely affect
the Company's results of operations. Many of the components used in the
Company's products are procured from outside the United States. There is no
assurance that trading policies adopted by the United States or foreign
governments will not restrict the availability of components or increase the
Company's cost of obtaining components. Any significant increase in
component prices, whether due to fluctuations in currency exchange rates or
other foreign disruptions, would have a material adverse effect on the
Company's results of operations.

DEPENDENCE ON KEY PERSONNEL

The Company is substantially dependent upon its executive officers,
including Scott D. Miller, its Chairman of the Board, Joe Hardt, its
President and Chief Executive Officer, Peter York, its Vice Chairman, Senior
Vice President and Secretary, and David E. Chisum, its Chief Financial
Officer. The Company's future success depends on the continued contributions
of such officers, including the maintenance, enhancement, and establishment
of key customer relationships, and the management of operations. The loss of
the services of any of these officers by the Company could have a material
adverse effect on the Company's results of operations. The Company is
dependent in large part on its ability to attract and retain management,
engineering, marketing and other technical personnel. Competition for
engineering and other technical personnel is intense, and the inability to
attract and retain highly qualified technical personnel to coordinate the
Company's operations could adversely affect the Company's results of
operations. There can be no assurance that the Company will be able to
attract and retain the qualified personnel necessary for its business.

RISK OF INDUSTRYWIDE STANDARDIZATION

The Company's products fill a need created by the absence of industrywide
standard communication and control protocols and formats for electronic
devices. In the event manufacturers were to adopt such

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standards for various electronic devices, the Company's results of operations
could be adversely affected. There can be no assurance that standard
communication and control protocols will not be adopted in the future.

RISKS ASSOCIATED WITH FUTURE ACQUISITIONS; ENTRY INTO NEW MARKETS

An important element of the Company's business strategy continues to be
the acquisition of similar businesses and complementary products and
technologies and the integration of such businesses, products, and
technologies into the Company's existing operations. The Company regularly
evaluates acquisition opportunities. Financing future acquisitions may
require the Company to issue additional debt or equity securities, which may
significantly affect the risk profile of the Company or, in the case of
issuance of additional equity securities, may be significantly dilutive to
holders of Common Stock. There are currently no acquisition negotiations
underway, and there can be no assurance that suitable acquisition candidates
will be identified by the Company in the future, or that suitable financing
for any such acquisition can be obtained by the Company or that any
acquisitions will occur. Further, there can be no assurance that future
acquisitions will not have an adverse effect upon the Company's financial
condition or results of operations, particularly during the periods in which
the operations of acquired businesses or the acquired products and technology
are being integrated with those of the Company. The Company's strategy also
includes developing new products for specific new markets and pursuing new
markets for its existing products. Entry into new markets entails risks
associated with the state of development of the market, intense competition
from companies already operating in these markets, potential competition from
companies that may have greater financial resources than the Company, and
increased research and development and selling and remarketing expenses.
There can be no assurance that the Company's products will receive market
acceptance in a timely manner, or at all, or that prices in new markets will
be at a level sufficient to provide profitable operations. Therefore, the
entry into new markets could have a material adverse effect on the Company's
results of operations. See "-Management of New Subsidiaries" and
"-Investment in PHAST."

RISKS OF INTERNATIONAL SALES

A majority of the Company's sales outside of North America have been in
Europe (primarily the United Kingdom and Germany) and Australia. Since the
Company's international sales are primarily denominated in U.S. dollars, the
Company does not currently engage in hedging activities with respect to
fluctuations in currency values, but may elect to do so in the future. These
sales are subject to a number of risks generally associated with
international sales, including: the effect of a strengthening or weakening
U.S. Dollar on demand for the Company's products in international markets;
other currency fluctuation risks; greater difficulty in accounts receivable
collections and increased credit risk; logistical difficulties of managing
international operations; unexpected restrictions on the repatriation of
funds; and unpredicted changes in regulatory requirements, tariffs and other
trade barriers. The loss of, or reduction in, international sales would have
a material adverse effect on the Company's results of operations.

GOVERNMENT REGULATION

The Company's domestic business operations are subject to certain
federal, state and local laws and regulations relating to radio frequency
("RF") and infrared ("IR") emissions generated by the Company's products.
Certain of the Company's products must comply with Federal Communications
Commission ("FCC") regulations before the products may be marketed in the
United States, and must comply with the regulations of similar regulatory
agencies in foreign countries in which the Company's products are sold.
There can be no assurance that its products will comply with such
regulations, or that the applicable regulations will remain constant with
respect to the Company's current or future products. Failure to comply with
the applicable regulations for products under development or a change in
existing regulations that would make products noncompliant could have a
material adverse effect on the Company's results of operations. Because the
requirements imposed by such laws and regulations are frequently changed, the
Company is unable to predict its ability to comply with or the ultimate cost
of compliance with such requirements.

PROPRIETARY RIGHTS

The Company relies primarily on a combination of patent, copyright and
trade secret protection to establish and protect its proprietary rights.
There can be no assurance that the Company's measures to protect its
proprietary rights will deter or prevent unauthorized use of the company's
technology. In addition, the laws of certain foreign countries may not
protect the company's proprietary rights to the same extent as do the laws of
the United States. The Company's inability to protect its proprietary rights
in its intellectual property could have a material adverse effect upon
the Company's results of operations.

From time to time, certain companies have asserted patent, copyright and
other intellectual property rights relevant to the Company's business and the
Company expects that this will continue. The Company

10
<PAGE>

evaluates each claim relating to its products and, if appropriate, would seek
a license. If the Company or its suppliers were to be unable to license
protected technology used in the Company's products, the Company could be
prohibited from marketing such products. The Company could also incur
substantial costs to redesign its products or defend any legal action taken
against the Company. If, in any legal action which might arise, the
Company's products should be found to infringe upon intellectual proprietary
rights, the Company could be enjoined from further infringement and required
to pay damages. In the event a third party was to sustain a valid claim
against the Company and in the event any required license were not available
on commercially reasonable terms, the Company's results of operations could
be materially and adversely affected. Litigation, which could result in
substantial cost to and diversion of resources of the Company, may also be
necessary to enforce intellectual property rights of the Company or to defend
the Company against claimed infringement of the rights of others.

VOLATILITY OF STOCK PRICE

Market prices for the Common Stock are and will continue to be influenced
by a number of factors, including the depth and liquidity of the market for
the Common Stock, investor perceptions of the Company's and its competitors'
operating results and general economic and other conditions. In addition,
the stock market has experienced volatility, particularly with respect to the
market prices of equity securities of many technology companies. This
volatility has often been unrelated to the operating performance of the
affected companies. These market fluctuations may adversely affect the price
of the Common Stock.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
Shares. All proceeds from the sale of the Shares will be for the account of
the Selling Shareholders, as described below. See "Selling Shareholders" and
"Plan of Distribution" described below.

SELLING SHAREHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock of the Selling Shareholders as of
November 17, 1997, as reported to the Company by the Selling Shareholders, the
name of each of the Selling Shareholders, the number of shares of Common
Stock that each such Selling Shareholder beneficially owns as of such date,
the number of shares of Common Stock beneficially owned by each Selling
Shareholder that may be offered for sale from time to time by this
Prospectus, and the number and percentage of shares of Common Stock to be
beneficially owned by each such Selling Shareholder after completion of the
offering (assuming the sale of all the Common Stock offered hereby). The
Shares being registered hereby are being registered pursuant to contractual
registration rights held by the Selling Shareholders. The Company may from
time to time supplement or amend this Prospectus, as required, to provide
other information with respect to the Selling Shareholders. Except as
indicated, none of the Selling Shareholders has held any position or office
or had a material relationship with the Company or any of its affiliates
within the past three years other than as a result of the ownership of the
Company's Common Stock.

11
<PAGE>

SHARES SHARES OF
BENEFICIALLY COMMON STOCK SHARES BENEFICIALLY
NAME OF SELLING OWNED PRIOR OFFERED OWNED AFTER
SHAREHOLDERS TO OFFERING (1) HEREBY THE OFFERING (1)
- ------------------- --------------- ------------ -------------------
SHARES PERCENT SHARES PERCENT
------ ------- ------ -------
Summit Subordinated 160,090 2.0% 160,090 - -
Debt Fund, L.P. (2)

Summit Ventures III, 960,516 11.7 960,516 - -
L.P. (2)

Summit Investors II, 22,870 * 22,870 - -
L.P. (2)

Advent VII L.P. (3) 585,357 7.1 183,334 402,023 4.9%

Advent Atlantic and 151,589 1.9 47,477 104,112 1.3
Pacific II L.P. (3)

Advent New York L.P. 58,535 * 18,333 40,202 *
(3)

Advent Industrial II 54,650 * 17,116 37,534 *
L.P. (3)

TA Venture Investors 8,780 * 2,750 6,030 *
Limited Partnership
(3)

Chestnut Capital 19,126 * 5,990 13,136 *
International III
Limited Partnership
(3)

Will West+ 120,108 1.5 120,108 - -

Eric Smith+ 120,108 1.5 120,108 - -

Ron Wells+ 21,008 * 21,008 - -

Greg Cooper+ 11,381 * 11,381 - -

James Russell+ 11,381 * 11,381 - -

Steve McDaniel+ 11,381 * 11,381 - -

Aaron Myer+ 11,381 * 11,381 - -

Brett Molen+ 5,858 * 5,858 - -

Rick Hulme+ 3,682 * 3,682 - -

James Voss+ 3,682 * 3,682 - -

Mark Miner+ 3,682 * 3,682 - -

Larry Jones+ 3,347 * 3,347 - -

Alan Bowes+ 3,347 * 3,347 - -

Mark Morgan+ 2,301 * 2,301 - -

Tony Benjamin+ 2,301 * 2,301 - -

12
<PAGE>

Mike Hoggan+ 1,675 * 1,675 - -

David Anderson+ 418 * 418 - -

Ginni Larsen+ 335 * 335 - -

Jeff Golightly+ 502 * 502 - -

Greg Riddle+ 502 * 502 - -

Dean Zekas+ 502 * 502 - -

Mona Aphayrath+ 335 * 335 - -

Gregory Chapman+ 167 * 167 - -

Rick Eastwood+ 335 * 335 - -

Latsada K. 335 * 335 - -
Phachomphon+

Chris Delmain+ 335 * 335 - -

John Hayes+ 335 * 335 - -

- ----------------------
* Less than 1% of the outstanding shares of the class

+ The Selling Shareholders indicated with a + are or were within the last
three years employees of PHAST Corporation, a Delaware corporation that is
a wholly owned subsidiary of the Company. Currently, Will West is the
President and a director of PHAST and Eric Smith is a Vice President and a
director of PHAST. However, none of the PHAST employees has held any
position as an officer or director of the Company during the last three
years.

(1) The information contained in this table with respect to beneficial
ownership reflects "beneficial ownership" as defined in Rule 13d-3 under
the Exchange Act. Except as otherwise indicated or pursuant to community
property laws, each shareholder has sole voting and investment power with
respect to shares listed as beneficially owned by such shareholder.

(2) Summit Ventures III, L.P., Summit Subordinated Debt Fund, L.P. and Summit
Investors II, L.P. are part of an affiliated group of investment
partnerships referred to, collectively, as Summit Partners. Each of the
Summit Partners investment partnerships specifically disclaims beneficial
ownership of the shares held by the other Summit Partners investment
partnerships and, as such, the number of shares represented by each of the
Summit Partners investment partnerships does not reflect any shares
beneficially owned by any of the other Summit Partners investment
partnerships. Summit Partners SD, L.P. is a general partner of Summit
Subordinated Debt Fund, L.P. Summit Partners III, L.P. is a General
Partner of Summit Ventures III, L.P. Stamps Woodsum & Co. III is a general
partner of Summit Partners III, L.P. and Summit Partners SD, L.P. Thomas
S. Roberts is a director of the Company and is a general partner of Stamps
Woodsum & Co. III and a general partner of Summit Investors II, L.P.

13
<PAGE>

(3) Advent VII L.P., Advent Atlantic and Pacific II L.P., Advent New York L.P.,
Advent Industrial II L.P., TA Venture Investors Limited Partnership and
Chestnut Capital International III Limited Partnership are part of an
affiliated group of investment partnerships referred to, collectively, as
TA Associates. Each of the TA Associates investment partnerships
specifically disclaims beneficial ownership of the shares held by the other
TA Associates investment partnerships and, as such, the number of shares
represented by each of the TA Associates investment partnerships does not
reflect any shares beneficially owned by any of the other TA Associates
investment partnerships.

14
<PAGE>

PLAN OF DISTRIBUTION

The Shares covered by this Prospectus may be offered and sold from time
to time by the Selling Shareholders. The Selling Shareholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Shareholders may sell the Shares
being offered hereby on the Nasdaq National Market, or in the over the
counter market or otherwise, at prices and under terms then prevailing or at
prices related to the then current market price or at negotiated prices. The
Shares may be sold by one or more of the following means of distribution: (a)
a block trade in which the broker-dealer so engaged will attempt to sell
Shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker-dealer as
principal and resale by such broker-dealer for its own account pursuant to
this Prospectus; (c) an over-the-counter distribution in accordance with the
rules of the Nasdaq National Market; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (e) in privately
negotiated transactions. To the extent required, this Prospectus may be
amended and supplemented from time to time to describe a specific plan of
distribution. In connection with distributions of the Shares or otherwise,
the Selling Shareholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in
short sales of the Company's Common Stock in the course of hedging the
positions they assume with Selling Shareholders. The Selling Shareholders
may also sell the Company's Common Stock short and redeliver the shares to
close out such short positions. The Selling Shareholders may also enter into
option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or other
financial institution of Shares offered hereby, which Shares such
broker-dealer or other financial institution may resell pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). The
Selling Shareholders may also pledge Shares to a broker-dealer or other
financial institution, and, upon a default, such broker-dealer or other
financial institution may effect sales of the pledged Shares pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). In
addition, any Shares that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.

In effecting sales, brokers, dealers, or agents engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate.
Brokers, dealers, or agents may receive commissions, discounts, or concessions
from the Selling Shareholders in amounts to be negotiated prior to the sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales, and any such commissions, discounts, or
concessions may be deemed to be underwriting discounts or commissions under
the Securities Act. The Company will pay all expenses incident to the
offering and sale of the Shares to the public other than any commissions and
discounts of underwriters, dealers, or agents and any transfer taxes.

In order to comply with the securities laws of certain states, if
applicable, the Shares must be sold in such jurisdictions 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 the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.

The Company has advised the Selling Shareholders that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to
sales of Shares in the market and to the activities of the Selling
Shareholders and their affiliates. In addition, the Company will make copies
of this Prospectus available to the Selling Shareholders and has informed
them of the need for delivery of copies of this Prospectus to purchasers at
or prior to the time of any sale of the Shares offered hereby. The Selling
Shareholders may indemnify any broker-dealer that participates in
transactions involving the sale of the Shares against certain liabilities,
including liabilities arising under the Securities Act.

15
<PAGE>

At the time a particular offer of Shares is made, if required, a
Prospectus Supplement will be distributed that will set forth the number of
Shares being offered and the terms of the offering, including the name of any
underwriter, dealer, or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission, or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.

The Company has agreed to indemnify the Selling Shareholders and any
person controlling a Selling Shareholder against certain liabilities,
including liabilities under the Securities Act. The Selling Shareholders
have agreed to indemnify the Company and certain related persons against
certain liabilities, including liabilities under the Securities Act.

The Company has agreed with certain of the Selling Shareholders to keep
the Registration Statement of which this Prospectus constitutes a part
effective up to the earlier of the sale of the Shares registered hereby or
March 1, 1998 (which period may be shortened or extended under certain
circumstances). The Company intends to de-register any of the Shares not
sold by the Selling Shareholders by March 1, 1998; however, it is anticipated
that at such time any unsold Shares may be freely tradable subject to
compliance with Rule 144 of the Securities Act.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for
the Company by Munsch Hardt Kopf Harr & Dinan, P.C., 1445 Ross Avenue, 4000
Fountain Place, Dallas, Texas 75202.

EXPERTS

The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended March 31, 1997, have
been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.

16
<PAGE>

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE BY THIS
PROSPECTUS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, ANY SELLING SHAREHOLDER OR BY ANY OTHER PERSON. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE SHARES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SHARES OFFERED
HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH
AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE OF OR OFFER TO SELL THE SHARES MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

TABLE OF CONTENTS

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Incorporation of Certain Information By Reference. . . . . . . . . . . . . 6
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . 7
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Information Not Required in Prospectus . . . . . . . . . . . . . . . . . . II-1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
Index to Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5

AMX CORPORATION
1,761,041 SHARES
OF
COMMON STOCK

----------------

PROSPECTUS

----------------

NOVEMBER __, 1997

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The expenses relating to the registration of Shares will be borne by the
registrant. Such expenses are estimated to be as follows:

Registration Fee $ 3,539
-------------
Accountants' Fees and Expenses $ 10,000
-------------
Legal Fees and Expenses $ 20,000
-------------
Printing Expenses $ 5,000
-------------
Miscellaneous $ 2,500
-------------

Total $ 41,039
-------------

Item 15. Indemnification of Directors and Officers.

Article VIII of the Company's Amended and Restated Articles of
Incorporation provides the following:

"A Director of the Corporation shall not be liable to the Corporation
or its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except that this Article shall not
authorize the elimination or limitation of the liability of a director
to the extent the director is found liable for:

(1) a breach of the director's duty of loyalty to the Corporation or
its shareholders;

(2) an act or omission not in good faith that constitutes a breach of
duty of the director to the Corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law;

(3) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; or

(4) an act or omission for which the liability of a director is
expressly provided by an applicable statute."

Article IX of the Company's Amended and Restated Articles of
Incorporation provides the following:

"The directors and officers of the Corporation shall be indemnified by the
Corporation in a manner and to the maximum extent permitted by applicable
state or federal law as in effect from time to time."

Section 7.06 of the Company's Amended and Restated Bylaws provides the
following:

"The Corporation shall have the authority to and shall indemnify and advance
expenses to the Directors, officers, employees, and agents of the Corporation
or any other persons serving at the request of the Corporation in such
capacities in a manner and to the maximum extent permitted by applicable
state or federal law. The Corporation may purchase and maintain liability
insurance or make other arrangements for such obligations to the extent
permitted by the Texas Business Corporation Act."

II-1
<PAGE>

The Texas Business Corporation Act permits, and in some cases requires,
corporations to indemnify officers, directors, agents and employees who are
or have been a party to or are threatened to be made a party to litigation
against judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses under certain circumstances.

The directors and officers of the Company are entitled to indemnification
by each of the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act.

In addition, the Company maintains directors' and officers' liability
insurance under which the Company's directors and officers are insured
against loss (as defined in the policy) as a result of claims brought against
them for their wrongful acts in such capacities.

Item 16. Exhibits.

2.1 Stock Purchase Agreement dated as of October 14, 1997, by and among
the Company, Will West, Eric Smith, Ron Wells, Carmelo J. Santoro,
Scott D. Miller, PHAST Corporation, and certain employees of PHAST.

4.1 Amended and Restated Articles of Incorporation of the Company.
(Incorporated by reference from Exhibit 3.1 to the Company's Form S-8
filed March 11, 1996, File No. 333-2202).

4.2 Amended and Restated Bylaws of the Company, as amended. (Incorporated
by reference from Exhibit 3.2 to the Company's Form 10-Q for the
quarter ended September 30, 1997, filed November 14, 1997, File
No. 0-26924).

4.3 Specimen certificate for the Common Stock of the Company.
(Incorporated by reference from Exhibit 4.1 to the Company's
Registration Statement on Form S-1 filed September 13, 1995, as
amended, File No. 33-96886).

5.1 Opinion of Munsch Hardt Kopf Harr & Dinan, P.C.

23.1 Consent of Ernst & Young LLP as Independent Accountants.

23.2 Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in Exhibit
5.1).

24.1 Power of Attorney (included in the signature page hereto).

Item 17. 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;

(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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or

II-2
<PAGE>

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) 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 in this registration
statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company 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
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.

(4) For purposes of determining any liability under the Securities 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 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.

(5) 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 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
Securities 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.

II-3
<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 of 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 Dallas, State of Texas on November
18, 1997.

AMX Corporation

/s/ Joe Hardt
-------------------------------------
Joe Hardt
President and Chief Executive Officer

POWER OF ATTORNEY

The undersigned directors and executive officers of AMX Corporation each
hereby constitutes and appoints Joe Hardt and David E. Chisum, and each of
them, with full power to act without the other and with full power of
substitution, the undersigned's true and lawful attorneys-in-fact with full
power to execute in the undersigned's name and behalf in the capacities
indicated below any and all amendments (including post-effective amendments
and amendments thereto) to this Registration Statement and any registration
statement for the same offering that is to be effective upon filing pursuant
to Rule 462(b) of the Securities Act, and to file the same, with all exhibits
thereto and other documents in connection with the Commission, and hereby
ratifies and confirms all that such attorneys-in-fact, or either of them, or
their substitutes, shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Scott D. Miller Chairman of the Board and November 18, 1997
- ------------------------- Director
Scott D. Miller

/s/ Joe Hardt Chief Executive Officer, November 18, 1997
- ------------------------- President and Director
Joe Hardt (Principal Executive
Officer)

/s/ Peter D. York Vice Chairman, November 18, 1997
- ------------------------- Senior Vice President,
Peter D. York Secretary and Director

/s/ David E. Chisum Chief Financial Officer November 18, 1997
- ------------------------- (Principal Financial and
David E. Chisum Accounting Officer)

/s/ Thomas S. Roberts Director November 18, 1997
- -------------------------
Thomas S. Roberts

/s/ Harvey B. Cash Director November 18, 1997
- -------------------------
Harvey B. Cash

/s/ J. Otis Winters Director November 18, 1997
- -------------------------
J. Otis Winters

/s/ John F. McHale Director November 18, 1997
- -------------------------
John F. McHale

II-4
<PAGE>

INDEX TO EXHIBITS

Exhibit No. Description

2.1 Stock Purchase Agreement dated as of October 14, 1997, by and
among the Company, Will West, Eric Smith, Ron Wells, Carmelo J.
Santoro, Scott D. Miller, PHAST Corporation, and certain
employees of PHAST.

4.1 Amended and Restated Articles of Incorporation of the Company.
(Incorporated by reference from Exhibit 3.1 to the Company's Form
S-8 filed March 11, 1996, File No. 333-2202).

4.2 Amended and Restated Bylaws of the Company, as amended.
(Incorporated by reference from Exhibit 3.2 to the Company's
Form 10-Q for the quarter ended September 30, 1997, filed
November 14, 1997, File No. 0-26924).

5.1 Opinion of Munsch Hardt Kopf Harr & Dinan, P.C.

23.1 Consent of Ernst & Young LLP as Independent Accountants.

23.2 Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in
Exhibit 5.1).

24.1 Power of Attorney (included in the signature page hereto).

<PAGE>

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of this
14th day of October, 1997, by and among Will West ("West"), an individual
residing in Salt Lake County, Utah, Eric Smith ("Smith"), an individual residing
in Salt Lake County, Utah, Ron Wells ("Wells"), an individual residing in Salt
Lake County, Utah, Carmelo J. Santoro ("Santoro"), an individual residing in San
Diego County, California, (collectively, the "Individual Stockholders") joined
by their respective spouses, Scott D. Miller ("Mr. Miller"), an individual
residing in Dallas County, Texas, joined by his spouse, AMX Corporation, a Texas
corporation ("AMX") (Mr. Miller and AMX together with the Individual
Stockholders, the "Stockholders" and individually, each a "Stockholder"), PHAST
Corporation, a Delaware corporation with its principal place of business in Salt
Lake County, Utah ("PHAST") and various employees of PHAST who are listed on
EXHIBIT B hereto ("Employees").

WHEREAS, on or about August 2, 1995, AMX and PHAST entered into that
certain Loan Agreement ("Loan Agreement"), pursuant to which AMX made a loan
("Loan") to PHAST in the aggregate principal amount of One Million One Hundred
Fifteen Thousand Dollars ($1,115,000.00) to be loaned from time to time and to
be drawn down proportionately with a loan ("Santoro Loan") from Santoro in the
amount of Thirty Two Thousand Three Hundred Fifty Two Dollars ($32,352.00), as
evidenced by a Promissory Note dated August 2, 1995 ("Santoro Note"), which such
Loan Agreement has been amended by that certain First Amendment to the Loan
Agreement ("First Amendment to the Loan Agreement") executed contemporaneously
herewith to be effective April 1, 1997;

WHEREAS, contemporaneously with entering into the Loan Agreement, AMX
entered into an option agreement with PHAST (the "AMX 156 Share Option
Agreement") to purchase 156 shares of the $.01 par value per share Common Stock
of PHAST ("PHAST Common Stock") for a purchase price of $215.68 per share and
Santoro entered an option agreement with PHAST (the "Santoro 150 Share Option
Agreement") to purchase 150 shares of PHAST Common Stock for a purchase price of
$215.68 per share;

WHEREAS, contemporaneously with entering into the Loan Agreement, the
Stockholders and PHAST entered into that certain Voting and Stockholders'
Agreement of PHAST Corporation ("Stockholders' Agreement"), pursuant to which,
among other things, AMX was granted a preemptive right to maintain its 51%
equity interest in PHAST and a right of first refusal to provide additional debt
or equity financing to PHAST;

WHEREAS, in September 1996, Mr. Miller acquired rights to 14,750 shares of
the $100 par value per share Class A Preferred Stock of PHAST (the "PHAST
Preferred Stock") for an aggregate purchase price of $1,475,000 which has been
paid to PHAST and acquired rights to 7,322 shares of PHAST Common Stock to be
issued at a price of approximately $3.41 per share for an aggregate purchase
price of $25,000 which has been paid to PHAST.

<PAGE>

WHEREAS, contemporaneously with Mr. Miller's acquisition of the rights to
the PHAST Preferred Stock, AMX exercised its preemptive right granted pursuant
to the Stockholder's Agreement so that AMX acquired rights to 7,622 shares of
PHAST Common Stock to maintain its 51% equity interest in PHAST for an aggregate
purchase price of $25,000 plus the consent of AMX to the issuance of 7,322
shares of PHAST Common Stock to Mr. Miller.

WHEREAS, on or about March 1, 1997, AMX and Mr. Miller entered into an
option agreement (the "March Option Agreement") whereby Mr. Miller granted an
option to AMX commencing on April 1, 1997 and expiring on March 31, 1998, to
acquire Mr. Miller's rights to the PHAST Preferred Stock and PHAST Common Stock
for an aggregate price of $2.5 million;

WHEREAS, on July 7, 1997, AMX acquired 7,322 shares of PHAST Common Stock
from Mr. Miller for $25,000 in a cash transaction and in connection therewith
AMX granted Mr. Miller pursuant to an option agreement (the "Miller Put
Agreement") the right to require AMX to purchase the 14,750 shares of PHAST
Preferred Stock owned by Mr. Miller (the "Put Right") for a per share purchase
price of $100, or an aggregate purchase price of $1,475,000, plus accrued but
unpaid dividends, at any time from April 1, 1998 through March 31, 1999, which
such Miller Put Agreement replaced and terminated the March Option Agreement;

WHEREAS, the Employees have made significant contributions to the
operations of PHAST, and as a result, PHAST has granted the PHAST stock options
for PHAST Common Stock to the Employees as set forth in EXHIBIT A ("PHAST
Employee Stock Options");

WHEREAS, AMX desires to grant to such Employees certain shares of and
options ("AMX Options") to purchase shares of its $.01 par value per share
Common Stock ("AMX Common Stock");

WHEREAS, AMX desires to purchase all of the shares of PHAST Common Stock
owned by the Individual Stockholders and to be owned by the Employees upon the
exercise of their existing PHAST Employee Stock Options all as set forth on
EXHIBIT A (collectively, the "PHAST Shares") and the Individual Stockholders and
the Employees desire to sell such PHAST Shares to AMX;

WHEREAS, AMX desires to purchase and Santoro desires to sell the rights in
and to the Santoro Loan;

WITNESSETH:

NOW, THEREFORE, for and in consideration of the above, and the premises set
forth herein and other good and valuable consideration, the adequacy and receipt
of which are hereby acknowledged, the parties hereto agree as follows:

<PAGE>

ARTICLE I. PURCHASE AND SALE OF STOCK

1.1 THE TRANSACTION. Upon and subject to the terms and conditions of this
Agreement and in reliance upon the representations, warranties and covenants
contained herein, the parties hereto have executed this Agreement and agree to
execute and deliver at or prior to Closing (as defined below) (or cause to be
executed and delivered before Closing) any other agreements and documents
("Related Documents") as may be necessary to effectuate the transactions
described herein. At the Closing, each of the Individual Stockholders and each
of the Employees agrees to sell, transfer, assign and deliver to AMX, all right,
title and interest in and to, the PHAST Shares free and clear of claims, liens
and encumbrances, in exchange for AMX's delivery of the consideration set forth
in Article II.

1.2 CAPITAL STOCK. The Employees each hereby agree that they will
exercise their PHAST Employee Stock Options prior to Closing. Immediately prior
to Closing, PHAST's entire equity capital will consist of the shares of stock
and stock options beneficially and legally owned as described on EXHIBIT A
hereto and incorporated herein by reference, and there shall be no options,
warrants, preferred stock, convertible securities or other rights to acquire, or
otherwise convert into, common or any other class of stock, other than (i) the
options granted to AMX pursuant to the AMX 156 Share Option Agreement, the
options granted to Santoro pursuant to the Santoro 150 Share Option Agreement,
both of which shall be deemed CANCELLED as of the Closing Date (as defined
below), and (ii) the Put Right of Mr. Miller which survives this transaction.
Santoro and AMX shall each deliver to PHAST at Closing their respective original
option agreements marked CANCELLED as of the date thereof by an officer of AMX
and by Santoro, respectively.

ARTICLE II. CONSIDERATION FOR TRANSFER

2.1 AMX CONSIDERATION SHARES. At the Closing, AMX shall issue 350,814
shares (the "AMX Consideration Shares") of AMX Common Stock and cash in the
amount of $24,274, to the Individual Stockholders and Employees in accordance
with EXHIBIT B attached hereto and AMX shall cause its transfer agent to deliver
certificates to such Individual Stockholders and Employees within thirty days
after such Closing.

2.2 ADDITIONAL PURCHASE PRICE CONSIDERATION. Each of the persons listed on
EXHIBIT C shall receive AMX Options to purchase that number of shares of AMX
Common Stock as set forth on EXHIBIT C attached hereto, such options to be
granted at an exercise price equal to $5.94 per share with such options to be
granted pursuant to individual AMX Stock Option Agreements ("AMX Stock Option
Agreements") in the form of that attached hereto as EXHIBIT D. AMX shall
deliver cash in the amount of $26,000 to Santoro as additional consideration for
the assignment of the Santoro Loan and cancellation of the Santoro 150 Share
Option Agreement.

<PAGE>

2.3 TRANSFER, ASSIGNMENT AND RELEASE. In consideration of the foregoing,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Individual Stockholders and the Employees
hereby:

(a) transfer and assign to AMX all of their right, title and interest in
and to the shares of PHAST Shares, and to any and all other rights to any Equity
Securities of PHAST as defined in Section 4.3 effective as of the Closing Date;
and

(b) on behalf of themselves and their heirs, successors, executors and
assigns, if any, release AMX, PHAST and their respective directors,
shareholders, officers, contractors, agents, attorneys, employees, successors,
heirs and assigns of and from any and all claims (including, but not limited to,
claims to Equity Securities that they, or any of their agents, successors,
assigns, heirs and legal representatives, if any, had or have through the date
hereof or may ever have to the extent such claims arise out of or relate to any
action or omission that occurred prior to the date hereof.

2.4 TERMINATION OF AGREEMENTS AND CONSENT.

(a) Each Stockholder hereby consents, for purposes of the Stockholders'
Agreement or otherwise, (i) to the issuance of (or the granting of rights to
acquire) 7,322 shares of PHAST Common Stock to Mr. Miller and 7,622 shares of
PHAST Common Stock to AMX and, to the extent required, to all of the other
transactions described in the recitals to this Agreement.

(b) The undersigned hereby agree that, effective upon Closing, the
Stockholders' Agreement, the Santoro 150 Share Option Agreement and the AMX 156
Share Option Agreement will each be hereby terminated in its entirety and all
rights or claims thereunder shall be at Closing released and terminated without
any further action required by the parties thereto.

2.5 SALE OF THE SANTORO LOAN. At Closing Santoro agrees to assign to AMX
the Santoro Note and any other documents, instruments, supplements and
amendments evidencing the Santoro Loan. Such assignment shall be evidenced by
typing the following language on the Promissory Note and having it executed by
Santoro:

"Payable to the order of AMX Corporation, without recourse."

ARTICLE III. THE CLOSING AND TRANSFER OF STOCK

3.1 CLOSING. The sale of the PHAST Shares and the other transactions
contemplated by this Agreement (the "Closing") shall occur at the offices of
Munsch Hardt Kopf Harr & Dinan, P.C. contemporaneously with the execution of
this Agreement or at such other time and/or place as may be mutually agreed upon
by the parties (the "Closing Date"). The parties may mutually agree to close
this transaction via the prior delivery of Closing documents and the facsimile
of executed signature pages.

<PAGE>

3.2 DELIVERIES BY STOCKHOLDERS. At the Closing, the Individual
Stockholders and the Employees shall deliver or cause to be delivered the
following:

(a) Certificates evidencing all of the PHAST Shares, which shall be
delivered free and clear of any encumbrances and without restrictions of any
kind, including voting restrictions or otherwise (except as are otherwise
described herein), together with fully executed stock powers from the Individual
Stockholders and fully executed stock powers from their wives evidencing their
consent to the conveyance to AMX of the PHAST Shares;

(b) Certificate of the Individual Stockholders and the Employees
certifying as to the continued accuracy of the representations and warranties
and compliance with the conditions precedent to the Closing, should this
Agreement have been executed prior to Closing;

(c) Separately executed Non-Competition Agreements by and between the
Individual Stockholders and the Employees substantially in the form attached
hereto as EXHIBIT E;

(d) First Amendment to Employment Agreement with each of West, Smith and
Wells substantially in the form attached hereto as EXHIBITS F-1, F-2 AND F-3,
respectively;

(e) Resignations of officers and directors of PHAST, as are requested by
AMX;

(f) The original Santoro Note assigned to AMX as required by Section 2.5;

(g) An executed First Amendment to Loan Agreement;

(h) The original Santoro 150 Share Option Agreement marked CANCELLED
pursuant to Section 1.2;

(i) Intellectual Property Agreements from all employees of PHAST
substantially in the form of that attached hereto as EXHIBIT G;

(j) Such other instruments and/or documents as may be reasonably necessary
to carry out the transactions contemplated by this Agreement and to comply with
the terms hereof.

3.3 DELIVERIES BY AMX. At the Closing (or within five days thereafter as
set forth in Section 2.1), AMX shall deliver or cause to be delivered the
following:

(a) The certificates evidencing the AMX Consideration Shares and the AMX
Stock Option Agreements;

(b) The original AMX 156 Share Option Agreement marked CANCELLED pursuant
to Section 1.2;

<PAGE>

(c) Such other instruments and/or documents as may be reasonably necessary
to carry out the transactions contemplated by this Agreement and any other
Related Documents and to comply with the terms hereof.

3.4 NEW SHAREHOLDER'S AGREEMENT. Mr. Miller and AMX shall enter into a
new shareholders agreement at Closing governing the rights of each with respect
to their shares of PHAST Common Stock or PHAST Preferred Stock, as the case may
be.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF INDIVIDUAL STOCKHOLDERS

West, Wells and Smith, jointly and severally, represent to AMX that the
representations and warranties in this Article IV are true and correct as of the
date hereof and as of the date of Closing and Santoro and each of the Employees
hereby represents severally to AMX with respect to themselves only that the
representations and warranties contained in Section 4.1, 4.2 and 4.3 are true
and correct and that the representations and warranties in the remaining
Sections of this Article IV are to their individual knowledge true and correct
as of the date hereof.

4.1 OWNERSHIP OF STOCK. The Individual Stockholders and the Employees are
the record and beneficial owners of all of the PHAST Shares and have the
absolute right, power and capacity to sell, assign, transfer and deliver the
same to AMX free and clear of any liens, encumbrances, pledges, security
interests or claims of any nature whatsoever. Upon delivery of the certificates
for the PHAST Shares to AMX, AMX will have full, valid and marketable title to
all issued and outstanding shares of PHAST Common Stock. As a result of the
termination of the Stockholders Agreement as set forth in Section 2.4, there are
no voting or other agreements relating to the PHAST Shares or otherwise
applicable to the right to sell the PHAST Shares, other than as contemplated by
Section 3.4.

4.2 VALIDITY. This Agreement and any other Related Documents to be
delivered at Closing, have been duly authorized by Individual Stockholders and
Employees and have been executed and delivered by Individual Stockholders and
Employees and are the lawful, valid and legally binding obligations of
Individual Stockholders and Employees, enforceable in accordance with their
respective terms, except as enforcement may be limited by applicable bankruptcy,
insolvency, rearrangement, reorganization or similar debtor relief legislation
affecting the rights of creditors. The execution and delivery of this Agreement
and any Related Documents and the consummation of the transactions set forth
herein by the Individual Stockholders, the Employees and PHAST does not and will
not result in a violation of, or result in the breach of any provision of, or
conflict with, or result in the creation of any lien, security interest, charge
or encumbrance (other than is imposed by the applicable securities laws) upon
the PHAST Common Stock or the PHAST Preferred Stock or upon PHAST's assets,
pursuant to, or cause any acceleration, default or similar adverse effect under
any agreements to which PHAST is a party or by which any of its assets is bound;
nor shall the execution and delivery require the authorization, consent,
approval, exemption or any other governmental action by, or notice to, any court
or governmental authority pursuant to: (i) PHAST's Certificate of Incorporation
or its By-Laws; (ii) any contract, agreement, instrument or

<PAGE>

instrument to which the Individual Stockholders, the Employees or PHAST are
parties or by which the Individual Stockholders, the Employees or PHAST or any
of their assets are bound; (iii) any regulation, order, decree or judgment of
any court or governmental agency; or (iv) any law applicable to the Individual
Stockholders, the Employees or PHAST.

4.3 CAPITALIZATION. There are no outstanding shares of PHAST's capital
stock, options, warrants, rights, calls, commitments, convertible notes,
conversion rights, rights of exchange, instruments, securities, plans or other
agreements of any character providing for the purchase, issuance or sale of any
of the capital stock of PHAST (collectively, the "Equity Securities"), other
than those shares of PHAST Common Stock, PHAST Preferred Stock and the PHAST
Employee Stock Options listed on EXHIBIT "A" hereto which options will be
exercised prior to Closing. No other person or entity has any rights to Equity
Securities except as set forth on EXHIBIT A.

4.4 ORGANIZATION, QUALIFICATION AND CORPORATE POWERS. PHAST is a for
profit corporation duly organized and validly existing under the laws of the
State of Delaware and is duly authorized to do business in and is in good
standing under the laws of the State of Delaware. PHAST has full corporate power
and authority to carry on the business as it is currently being conducted and to
own, lease and use the properties owned, leased and used by it. PHAST is duly
qualified or licensed to do business in Utah and each other jurisdiction where
the nature of its business requires such qualification, except for such
jurisdictions in which the failure to so qualify would not have a material
adverse effect on PHAST.

4.5 PHAST FINANCIAL STATEMENTS. To the knowledge of the Employee's and
Individual Stockholder's, the balance sheet of PHAST as at March 31, 1997 (the
"March 1997 Balance Sheet") and the related statements of income and retained
earnings and cash flows of PHAST for the fiscal year ended March 31, 1997
(together with the March 1997 Balance Sheet, the "March 1997 Financial
Statements") and the balance sheet of PHAST as at September 30, 1997 ("September
1997 Balance Sheet") and the related statements of income and retained earnings
and cash flows of PHAST for the four (4) months then ended (together with the
September 1997 Balance Sheet, the "September 1997 Financial Statements"), have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis, are complete and correct in all material
respects, and are consistent with the books and records of PHAST (which in turn,
are accurate and complete in all material respects), and present fairly the
financial position of PHAST at the dates stated therein and the results of
operations and changes in cash flow for the periods stated therein (subject, in
the case of the unaudited September 1997 Financial Statements to (i) adjustments
consisting of normal recurring year end accruals considered necessary, in the
opinion of AMX's independent public accountants, for fair presentations of the
results of such periods, (ii) footnotes and (iii) normal year end audit
adjustments in the ordinary course consistent with past practice.

4.6 INTERIM CHANGE. Since the date of the September 1997 Financial
Statements there has not been: (a) any material adverse change in the business
of PHAST or any event that had a material adverse effect upon PHAST; (b) any
damage, destruction or loss to the assets of PHAST, whether or not covered by
insurance, which materially and adversely affects the business of PHAST;

<PAGE>

(c) any increase in the compensation or benefits payable or to become payable
by PHAST to any of its officers, consultants or employees or, except for
increases in the normal course of operations, to salaried employees; (d) any
work stoppage or labor dispute involving PHAST; (e) any advances to, or
investments in, or transfers of assets to, any affiliate of PHAST (other than
AMX) or any third party other than in the ordinary course of business; (f) any
discharge or satisfaction of any lien, charge or encumbrance or payment of any
liability or obligation, other than current liabilities paid in the ordinary
course of business; or (g) any redemption, purchase or other acquisition by
PHAST of any of its capital stock.

4.7 ABSENCE OF UNDISCLOSED LIABILITIES. PHAST does not have any
obligations or liabilities which currently does, or which in the future could
reasonably be expected to materially and adversely affect the business of PHAST,
except (a) liabilities reflected on the September 1997 Balance Sheet, (b)
liabilities under Material Contracts (as defined in Section 4.14) and listed on
Schedule 4.14 attached hereto, or (c) liabilities which have arisen since the
date of the September 1997 Balance Sheet in the ordinary course of business
(none of which is a liability for a breach of contract, breach of warranty,
product liability, tort, infringements, claims or lawsuits).

4.8 TITLE TO ASSETS. PHAST is the legal and equitable owner in fee simple
and has good and indefeasible title to all of the assets necessary to conduct
its business on the date hereof, free and clear of any liens or encumbrances
except for (a) assets being leased; and (b) liens securing liabilities disclosed
on the September 1997 Balance Sheet.

4.9 INTELLECTUAL PROPERTY.

(a) PHAST owns, or is licensed to use, all patents, trademarks, trade
names, service marks, copyrights, and any applications therefor, maskworks, net
lists, schematics, technology, know-how, computer software programs or
applications and tangible or intangible proprietary information or material
(excluding Commercial Software Rights (as defined in paragraph (f) below)) that
are used or currently proposed by PHAST to be used in the business of PHAST as
currently conducted or as currently proposed to be conducted by PHAST (the
"PHAST Intellectual Property Rights").

(b) Schedule 4.9: (i) sets forth a complete list of all patents, patent
applications, registered trademarks, material unregistered copyrights, trade
names and service marks, and any applications therefor, included in PHAST
Intellectual Property Rights; (ii) specifies the jurisdictions in which each
such PHAST Intellectual Property Right has been issued or registered or in which
an application for such issuance and registration has been filed, including the
respective registration or application numbers and the names of all registered
owners, together with a list of all of PHAST's currently marketed software
products and an indication as to which, if any, of such software products have
been registered for copyright protection with the United States Copyright Office
and any foreign offices and by whom such items have been registered; and (iii)
as to each such PHAST Intellectual Property Right, specifies whether it is owned
by PHAST or licensed to PHAST by another person and who it is licensed from.
Schedule 4.9 also sets forth a complete list of all

<PAGE>

licenses, sublicenses and other agreements pursuant to which PHAST has
licensed any other person to use any PHAST Intellectual Property Right or
other trade secret material of PHAST, and includes the identity of such
licensees, provided, however, that standard end user licenses to object code
versions of PHAST's software ("End-User Licenses") need not be listed.

(c) PHAST is not, nor will it be as a result of the execution and delivery
of this Agreement or the performance of its obligations hereunder, in violation
of any license, sublicense or agreement described on Schedule 4.9. PHAST is the
sole and exclusive owner of, with all right, title and interest in and to (free
and clear of any liens or encumbrances other than End User Licenses), those
PHAST Intellectual Property Rights which PHAST purports to own, and has sole and
exclusive rights (and is not contractually obligated to pay any compensation to
any third party in respect thereof) to the use thereof or the material covered
thereby in connection with the services or products in respect of which such
PHAST Intellectual Property Rights are being used. With respect to PHAST
Intellectual Property Rights licensed to PHAST, PHAST has sufficient rights
under the license agreements relating thereto to enable PHAST to use such PHAST
Intellectual Property Rights in its business as currently conducted and as
proposed to be conducted without payment of royalties or other compensation to
the licensor thereof. No claims with respect to PHAST Intellectual Property
Rights have been asserted or have been threatened by any person, nor are there
any valid grounds for any bona fide claims (i) to the effect that the
manufacture, sale, licensing or use of any product as now used, sold or licensed
or proposed for use, sale or license by PHAST infringes on any copyright,
patent, trade mark, service mark or trade secret, (ii) against the use by PHAST
of any trademarks, trade names, trade secrets, copyrights, patents, technology,
know-how or computer software programs and applications used in PHAST's business
as currently conducted or as proposed by PHAST to be conducted, or (iii)
challenging the ownership, validity or effectiveness of any of PHAST
Intellectual Property Rights.

(d) Except as set forth on Schedule 4.9, all registered and material
unregistered trademarks, service marks and copyrights held by PHAST are valid
and subsisting. To the knowledge of the Employees and the Individual
Stockholders, there is no material unauthorized, use, infringement or
misappropriation of any of PHAST Intellectual Property Rights by any third
party, including any employee or former employee of PHAST. PHAST has not been
sued or charged as a defendant in any claim, suit, action or proceeding which
involves a claim of infringement of any patents, trademarks, service marks,
copyrights or violation of any trade secret or other proprietary right of any
third party and which has not been finally terminated prior to the date hereof
nor does PHAST or the Individual Stockholders have any knowledge of any such
charge or claim, and there is not any infringement liability with respect to, or
infringement or violation by, PHAST of any patent, trademark, service mark,
copyright, trade secret or other proprietary right of another. No PHAST
Intellectual Property Right or product of PHAST is subject to any outstanding
order, judgment, decree, stipulation or agreement restricting in any manner the
licensing thereof by PHAST. There is no outstanding order, judgment, decree or
stipulation on PHAST, and PHAST is not party to any agreement, restricting in
any manner the licensing of PHAST's products by PHAST.

<PAGE>

(e) Except for End User Licenses or as otherwise set forth in Schedule
4.9, PHAST has not entered into any agreement to indemnify any other person
against any charge of infringement of any PHAST Intellectual Property Right.
Each current employee of PHAST, each current consultant to PHAST, and each past
employee of or consultant to PHAST during the last two years prior to the
Closing who participated in the development of the source code of any product
currently marketed, or currently under development, by PHAST has signed a
contract programming agreement, or other agreement with PHAST containing
equivalent nondisclosure and inventions assignment/ownership provisions set
forth in the form of Intellectual Property Agreement attached hereto as EXHIBIT
G, and correct copies of all of such agreements have been delivered to AMX.

(f) "Commercial Software Rights" means packaged commercially available
software programs generally available to the public through retail dealers in
computer software which have been licensed to PHAST pursuant to end-user
licenses and which are used in PHAST's business but are in no way a component of
or incorporated in any of PHAST's products and related trademarks, technology
and know-how. PHAST has not breached or violated the terms of its license,
sublicense or other agreement relating to any Commercial Software Rights and has
a valid right to use such Commercial Software Rights under such license and
agreements. No claims with respect to the Commercial Software Rights have been
asserted or, to the knowledge of the Employees and the Individual Stockholders,
are threatened by any person against PHAST. To the knowledge of the Employees
and the Individual Stockholders, there is no material unauthorized use,
infringement or misappropriation of any of the Commercial Software Rights by
PHAST or any employee or former employee of PHAST during the period of their
employment.

4.10 RELATED PARTY TRANSACTIONS. No affiliate of any Individual
Stockholder or of any Employee other than AMX has any material interest in any
material contract or property (real or personal, tangible or intangible) of
PHAST used in or pertaining to the business of PHAST, including, without
limitation, inventions, contracts, assets or PHAST Intellectual Property Rights.

4.11 REAL PROPERTY: TANGIBLE ASSETS: LEASES. PHAST leases or subleases
all real property and tangible assets reasonably necessary for the conduct of
its business and will own or lease all such property or assets as of the date of
Closing.

(a) REAL PROPERTY OWNED. PHAST does not own any real property.

(b) REAL PROPERTY LEASED OR SUBLEASED. Schedule 4.11(b) attached hereto
sets forth a summary description of (or a copy of the lease for) each parcel of
real property leased or subleased by PHAST, including, without limitation, a
street address of the property. With respect to any real property leased or
subleased by PHAST, all such leases, subleases, options and commitments
contained therein are legally valid and binding and are in full force and
effect. PHAST has not received any notice of default, offset, counterclaim or
defense under such leases, subleases, options and/or commitments. PHAST
previously has delivered to AMX correct and complete copies of the leases and
subleases listed on Schedule 4.11(b) attached hereto.

<PAGE>

(c) ALL REAL PROPERTY. To the knowledge of Individual Stockholders and
the Employees, each of the properties described in the leases listed on
Schedule 4.11(b) conforms in all material respects to applicable zoning,
environmental, health and safety ordinances, building codes, and other laws,
regulations and requirements relating to the use and operation thereof. None
of the Individual Stockholders or Employees have received any notice of any
violation of any law, ordinance, rule or regulation relating to the use and
operation of such real properties, nor of the existence of any condemnation
or eminent domain proceeding with respect to any of such real properties.
Except as set forth in Schedule 4.11(b), all real properties used in the
business of PHAST and leased or subleased by PHAST have received the
necessary approvals of governmental authorities (including, without
limitation, licenses and permits) required in connection with the operation
thereof, except where the failure to obtain such approvals, licenses or
permits would not have a material adverse effect upon PHAST. All such real
properties are provided with utilities and other services necessary for the
operation of said real properties. The leases are not subordinate to any
lien affecting the real property, except for: (i) installments for special
assessments not yet delinquent; (ii) recorded easements, covenants, and other
restrictions, which do not or would not, impair the use, occupancy, or value
of the property by or to PHAST; and (iii) the rights granted by the owner of
the real property to the holder of any deed of trust on the real properties.

(d) TANGIBLE ASSETS LEASED OR SUBLEASED. Schedule 4.11(d) attached
hereto sets forth a list of (or a copy of the lease for) the material
tangible assets of, or relating to, the business of PHAST that were leased or
subleased by PHAST at September 30, 1997. All such leases, subleases, options
and commitments contained therein are legally valid and binding and are in
full force and effect. PHAST has not received any notice of default, offset,
counterclaim or defense under such leases, subleases, options and/or
commitments. PHAST has previously delivered to AMX correct and complete
copies of the leases and subleases listed on Schedule 4.11(d).

(e) TANGIBLE ASSETS OWNED. Schedule 4.11(e) attached hereto sets forth
a list of the tangible assets (including inventory) of, or relating to the
business of PHAST, owned by PHAST at September 30, 1997, except for those
tangible assets, which in the aggregate, would not be considered to be
material to PHAST. Except for the security interested granted to AMX, PHAST
has good, indefeasible and insurable title to such tangible assets and is in
possession of such assets free and clear of any security interests, liens,
encumbrances, restrictions, reservations, or other defects in title.

4.12 SUBSIDIARIES. PHAST has no subsidiaries or investments in any other
entity.

4.13 CONDITION OF ASSETS.

(a) The assets of PHAST, whether owned or leased, are in normal
operating condition and repair (reasonable wear and tear excepted) and are
suitable for the purposes for which they are presently being used. To the
knowledge of the Individual Stockholders and Employees, such assets conform
to all applicable laws, ordinances and regulations, except for such minor
variations as do

11
<PAGE>

not impair or interfere with the use of such assets for the purposes for
which they are employed, and PHAST has not received any notice to the
contrary.

(b) The "PHAST Landmark Software" in the current version being shipped
is fully operational and available for full commercial utilization, and
functions in conformance with its published specifications except as listed
in Schedule 4.13(b). All existing versions of the PHAST Landmark Software
properly perform year 2000 processing.

(c) The inventories of PHAST of raw materials and supplies, manufactured
and purchased parts, goods in process, finished goods and equipment reflected
on the September 1997 Balance Sheet, or thereafter acquired by PHAST,
consist only of items of a quality and quantity usable or saleable by PHAST
in the ordinary course of business at the amount reflected on the September
1997 Balance Sheet, in the case of items reflected on the September 1997
Balance Sheet, or in the case of items acquired thereafter, at the amount
reflected on PHAST'S books. All such inventory is merchantable and fit for
the purpose for which it was procured or manufactured, and none of which is
obsolete, damaged, or defective in any material amount. Schedule 4.11(e)
attached hereto sets forth a list of the inventory of PHAST at September 30,
1997.

(d) Any accounts receivable and notes receivable in the September 1997
Balance Sheet, and any notes and/or accounts receivable acquired since such
date, have been collected by PHAST or will be paid to PHAST, as the case may
be, or will be collected by PHAST or will be paid to PHAST, as the case may
be, and are valid, current and subject to no setoffs or counterclaims, except
for amounts arising in the ordinary course which are not in the aggregate
material to PHAST after taking into account provisions for losses at a rate
not in excess of that reflected in the September 1997 Balance Sheet in the
allowance for bad debts or similar book amounts. The accounts receivable
reflected on the September 1997 Financial Statements arise out of bona fide
sales and deliveries of goods, performance of services and/or other business
transactions, and there are no pending contests with respect to the amount or
validity of any material amount of the accounts and/or notes receivable.
Schedule 4.11(e) attached hereto sets forth a list of the accounts and notes
receivable of PHAST at September 30, 1997.

4.14 MATERIAL CONTRACTS. All PHAST contracts, leases, commitments, or
agreements related to the business or to which PHAST is a party or bound, or
by which any of the assets are subject or bound, meeting any of the
descriptions set forth below (together with the license agreements listed in
Schedule 4.9, collectively, the "Material Contracts"), are listed on Schedule
4.14. The Material Contracts on Schedule 4.14 shall be identified on the
schedule by the subparagraphs below:

(a) any lease for machinery, equipment or other personal property
involving payment of aggregate annual rentals in excess of ten thousand
dollars ($10,000) not otherwise listed on Schedule 4.11(d);

12
<PAGE>

(b) any contract or agreement for the purchase of any materials,
supplies or services in excess of ten thousand dollars ($10,000) per annum
except those incurred in the ordinary course of business and having a term of
one year or less;

(c) any instrument evidencing or related to indebtedness, obligation or
liability for borrowed money in excess of ten thousand dollars ($10,000)
(excluding normal trade payables arising out of the ordinary course of
business), or any instrument guaranteeing any indebtedness, obligation or
liability, or any obligation to incur any indebtedness, obligation or
liability in excess of ten thousand dollars ($10,000);

(d) any joint venture, partnership or other cooperative arrangement or
any other cooperative agreement involving a sharing of profits with any other
person;

(e) any sales agency, representative, consulting, development,
brokerage, distribution or similar contract whereby PHAST paid out Ten
Thousand Dollars ($10,000) or more in fees, commissions or other payments in
1996 or pursuant to which such amount is estimated by the Individual
Stockholders will be paid in 1997 or thereafter;

(f) any plan, contract, agreement, arrangement for one or more officers,
directors, consultants, shareholders or employees, with respect to salaries,
insurance, bonuses, incentive compensation, pensions, deferred compensation,
hospitalization, retirement payments, profit sharing, paid vacations or other
benefits or payments;

(g) any contract or agreement with any labor union;

(h) any contract or agreement which requires the consent of any person
not a party hereto for the consummation of the transactions contemplated by
this Agreement;

(i) all insurance policies;

(j) all product or service warranties or warranty policies and all
customer service warranty or maintenance agreements;

(k) any other contract, lease, commitment or agreement related to the
business of PHAST (other than contracts, commitments or agreements excluded
by an express exception from the descriptions set forth above) which provides
for payment or performance by either party thereto having an aggregate annual
payments of ten thousand dollars ($10,000) or more, or which is not
terminable by PHAST without payment or penalty on 30 days' (or less) notice;

4.15 EMPLOYEES. PHAST has not suffered or sustained any labor disputes
resulting in any work stoppage and no such work stoppage is threatened. To
the knowledge of the Individual Stockholders and the Employees, none of the
employees of PHAST is a member of any union and there are no collective
bargaining agreements or understandings in effect now, relating to, or

13
<PAGE>

covering any employees of PHAST, nor have there been any such agreements or
understandings covering such employees in the past. To the knowledge of the
Individual Stockholders and the Employees there are no attempts being made to
organize any employees presently employed in the business nor have any
employees left or been fired who were attempting to organize the employees.
Schedule 4.15 contains a list of all employees, sales representatives and
consultants whose fees or salaries and bonuses for 1996 exceeded or are
estimated by the Individual Stockholders will exceed for 1997, Seventy-Five
Thousand Dollars ($75,000) and the amounts paid to them in 1996 and the
estimated amount to paid to them in 1997.

4.16 TAXES.

(a) "Tax Return" for purposes hereof, shall mean any return,
declaration, report, claim for refund, or information return or statement
required to be filed or sent by or with respect to PHAST in respect of any
Taxes, including, without limitation, any schedule or attachment thereto, and
including any amendment thereof. "Tax" or "Taxes" for purposes hereof shall
mean all federal, state, local, foreign and other taxes, charges, fees,
levies or other government assessments, including, without limitation, all
net income, gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, profits, license, withholding, payroll, employment, excise,
estimated, severance, stamp, occupation, value added, single business,
alternative or add-on minimum, real and personal property, workers
compensation, environmental, transfer, unemployment and social security taxes
or other taxes, customs duties, fees, assessments or charges of any kind
whatsoever, together with any interest and any penalties, additions to tax or
additional amounts imposed by any governmental authority (domestic or
foreign). PHAST has filed all Tax Returns that it was required to file. All
such Tax Returns were correct and complete in all material respects. All
Taxes owed by PHAST have been paid or, if unpaid, do not in the aggregate
exceed PHAST's reserve for federal and state and local income Tax payable set
forth on the face of the September 1997 Balance Sheet, as adjusted for the
passage of time through the date of Closing in accordance with the past
custom and practice of PHAST in filing its Tax Returns. PHAST currently is
not the beneficiary of any extension of time within which to file any Tax
Return except as listed on Schedule 4.16. No claim has ever been made by a
governmental authority in a jurisdiction where PHAST does not file Tax
Returns that it is or may be subject to taxation by that jurisdiction.

(b) No Tax Returns of PHAST have been audited, or are currently the
subject of audit. PHAST has delivered to AMX correct and complete copies of
all federal income Tax Returns, state income Tax Returns, state sales Tax
Returns, examination reports and statements of deficiencies assessed against,
or agreed to by PHAST since its incorporation.

(c) PHAST has not waived any statute of limitations in respect of Taxes
or agreed to any extension of time with respect to a Tax assessment or
deficiency. No power of attorney has been granted by PHAST with respect to
any matter relating to Taxes which is currently in force.

4.17 PRODUCT WARRANTY. All products, and the delivery thereof,
manufactured or sold by PHAST have been manufactured in substantial
conformity with all material contractual

14
<PAGE>

commitments, published standards and specifications, and all expressed or
implied warranties and no liability for breach of warranty claims exists or
will arise for replacement (which claims are not covered by insurance subject
to deductibles), in connection with such sales or deliveries, which will
exceed the reserve for product warranty claims included in the September 1997
Balance Sheet, as adjusted for the passage of time through the date of
Closing in accordance with the past custom and practice of PHAST. PHAST does
not have, and does not sell its products pursuant to, any written product
warranties or warranty policies, or customers service or maintenance
agreements; except for those listed on Schedule 4.14(j) and except as listed
on Schedule 4.16, no claims have been made by or against such warranties,
policies or agreements. To the knowledge of the Individual Stockholders and
the Employees, no basis exists for any present or future charge, complaint,
action, suit, proceeding, claim or demand against PHAST arising out of an
injury to persons or property as a result of the purchase or use of any
product sold by PHAST which is not covered by insurance, subject to
deductibles.

4.18 LITIGATION. Neither PHAST nor any of the Individual Stockholders
and Employees, or any officer of PHAST (a) in their capacity as an officer,
director or employee of PHAST is subject to any unsatisfied judgment, order,
decree, stipulation, injunction or charge; or (b) in their capacity as an
officer, director or employee of PHAST is a party or, to the knowledge of the
Individual Stockholders and the Employees, are threatened to be made a party
to any charge, complaint, action, suit, proceeding, hearing, or investigation
of or in any court or quasi-judicial or administrative agency of any federal,
state or local jurisdiction or before any arbitrator or any other
governmental authority; or (c) is subject, or a party to, or to their
knowledge threatened to be made a party to, any of the above which affects or
could affect the ability of such person to perform its obligations under this
Agreement whether to transfer their Equity Rights in PHAST to AMX or
otherwise.

4.19 LEGAL COMPLIANCE. PHAST has all licenses, permits, approvals,
franchises and other authorizations as are necessary in order to enable it to
own and conduct its business and occupy and lease its real properties. All
such licenses, permits, approvals, franchises and authorizations are in full
force and effect and will continue in full force and effect immediately
following the Closing. PHAST has complied with all laws (including, without
limitation, rules and regulations thereunder) of federal, state and local
governmental authorities, and to the knowledge of Individual Stockholders and
Employees no charge, complaint, action, suit, proceeding, hearing,
investigation, claim, demand, or notice has been filed or commenced against
PHAST. PHAST has complied with all applicable laws (including, without
limitation, rules and regulations thereunder) relating to the employment of
labor, employee civil rights, and equal employment opportunities.

4.20 INSURANCE.

(a) Schedule 4.20 sets forth a list of each insurance policy (including,
but not limited to, policies providing property, life, casualty, liability,
product liability, workers' compensation coverage, and bond and surety
arrangements) to which PHAST has been a party, a named insured, or the
beneficiary of coverage at any time since its incorporation. Copies of such
insurance policies which include the following information have been provided
to AMX: (i) the name, address, and

15
<PAGE>

telephone number of the insurance agent; (ii) the name of the insurer, the
name of the policyholder, and the name of each covered insured; (iii) the
policy number and the period of coverage; (iv) the scope (including, without
limitation, an indication of whether the coverage was on a claims-made,
occurrence, or other basis) and amount (including, without limitation, a
description of how deductibles and ceilings are calculated and operate) of
coverage; and (v) a description of any retroactive premium adjustments or
other loss-sharing arrangements.

(b) For each such insurance policy: (i) the policy is legal, valid,
binding, and enforceable in accordance with its terms; (ii) the policy will
continue to be legal, valid, binding, and enforceable on identical terms
following the Closing Date; (iii) PHAST is not in breach or default
(including, without limitation, the payment of premiums or the giving of
notices) thereunder; and (iv) to the knowledge of the Individual Stockholders
and Employee no event has occurred that, with notice or the lapse of time, or
both, would constitute such a breach or default or permit termination,
modification, or acceleration under the policy.

4.21 DISCLOSURE. To the knowledge of Individual Stockholders and the
Employees, their representations and warranties contained in this Agreement
are accurate, correct and complete, in all material respects do not contain
any untrue statement of a material fact or, considered in the context in
which presented, omit to state a material fact necessary in order to make the
statements and information contained herein or therein not misleading.

4.22 REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT AS OF CLOSING DATE.
All of the representations and warranties of the Individual Stockholders and
the Employees contained in this Agreement will be true in all material
respects upon and as of the Closing Date and will survive for six (6) months
following the Closing except for those set forth in Sections 4.1, 4.2 and 4.3
which shall survive as long as the law will allow.

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF AMX

AMX represents and warrants to the Individual Stockholders and the
Employees as of the date hereof, and as of the date of Closing, the following:

5.1 AUTHORITY. AMX has full legal right, power and authority, without
the consent of any other person, to execute and deliver this Agreement and to
carry out the transactions contemplated hereby. All corporate and other
actions required to be taken by AMX to authorize the execution, delivery and
performance of this Agreement and all transactions contemplated hereby have
been duly and properly taken. No other approval on the part of AMX is
necessary to authorize the execution, delivery and performance of the
Agreement and any other Related Documents.

5.2 VALIDITY. This Agreement and any other Related Documents to be
delivered at Closing, have been duly authorized by AMX and have been executed
and delivered by AMX and are the lawful, valid and legally binding
obligations of AMX, enforceable in accordance with their respective terms,
except as enforcement may be limited by applicable bankruptcy, insolvency,

16
<PAGE>

rearrangement, reorganization or similar debtor relief legislation affecting
the rights of creditors. The execution and delivery of this Agreement and
the Related Documents and the consummation of the transactions contemplated
herein by AMX does not and will not result in a violation of, or result in
the breach of any provision of, conflict with, or result in the creation of
any lien, security interest, charge or encumbrance (other than is imposed by
the applicable securities laws) upon the AMX Consideration Shares pursuant
to, or cause any acceleration, default or similar adverse effect under any
agreements to which AMX is a party; nor shall the execution and delivery
require the authorization, consent, approval, exemption or any other
governmental action by, or notice to, any court or governmental authority
pursuant to: (i) AMX's Articles of Incorporation or its Bylaws; (ii) any
contract, agreement or instrument to which the AMX is a party or by which any
of its assets are bound; (iii) any regulation, order, decree or judgment of
any court or governmental agency; or (iv) any law applicable to AMX.

5.3 INVESTMENT REPRESENTATIONS. AMX acknowledges that the PHAST Shares
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act") and as a result, is subject to restrictions on
transferability and is being conveyed based upon the representations and
warranties set forth herein. AMX hereby represents and warrants that:

This Agreement was made pursuant to a privately negotiated transaction
and not as a result of any public solicitation or advertisement. AMX is an
accredited investor as that term is defined in Regulation D promulgated
pursuant to the Securities Act, and has extensive experience, knowledge and
skill in the business in which AMX is engaged and is uniquely qualified to
evaluate the merits and risks of an investment in AMX and the acquisition of
the PHAST Shares pursuant to this Agreement.

The PHAST Shares will be acquired for the account of AMX and not for, or
on behalf of, any other Person and will be acquired for investment and not
with a view toward resale or distribution. The PHAST Shares have not been
registered under the Securities Act, nor qualified for sale under any state
securities laws, and therefore cannot be sold unless subsequently registered
under the Securities Act and qualified for sale under appropriate state
securities laws, or unless appropriate exemptions from such registration and
qualification requirements are satisfied. AMX acknowledges that the
certificates representing the PHAST Shares will bear legends reflecting such
restrictions.

5.4 SEC DOCUMENTS: AMX FINANCIAL STATEMENTS. AMX has furnished or made
available to the Individual Stockholders and the Employees a true and
complete copy of its Forms 10-K for the fiscal year ended March 31, 1997, its
Form 10-Q for the quarter ended June 30, 1997, its proxy statement dated July
14, 1997 and its Annual Report for 1997 (collectively, the "SEC Documents"),
which AMX filed under the Exchange Act with the Securities and Exchange
Commission (the "SEC"). The financial statements of AMX, including the notes
thereto, included in the SEC Documents ("AMX Financial Statements") comply as
to form in all material respects with applicable accounting requirements and
with the published rules and regulations of the SEC with respect thereto,
have been prepared in accordance with generally accepted accounting
principles consistently applied (except as may be indicated in the notes
thereto or, in the case of unaudited statements, as

17
<PAGE>

permitted by Form 10-Q of the SEC) and fairly present the consolidated
financial position of AMX at the dates thereof and of its operations and cash
flows for the periods then ended (subject, in the case of unaudited
statements, to normal, recurring audit adjustments).

ARTICLE VI. ADDITIONAL AGREEMENTS

6.1 REGISTRATION STATEMENT. The rights and obligations of AMX and the
Individual Stockholders and the Employees in respect of the registration of
the AMX Consideration Shares shall be as set forth in the Declaration of
Registration Rights in the form of Exhibit H attached hereto.

ARTICLE VII. INVESTMENT REPRESENTATIONS AND OTHER REPRESENTATIONS

7.1 INVESTMENT REPRESENTATIONS. Each Individual Stockholder and each of
the Employees hereby severally (and not jointly) represents and warrants to
AMX as of the date hereof and as of the date of Closing as set forth below:

(a) INVESTMENT INTENT. Such person is acquiring shares of AMX Common
Stock and the AMX Options for his own account for investment and not with a
view to, or for sale or other disposition in connection with, any
distribution of all or any part thereof, except (i) in an offering covered by
a registration statement filed with the SEC under the Securities Act,
covering such shares, or (ii) pursuant to an applicable exemption under the
Securities Act. In acquiring the shares of AMX Common Stock and the AMX
Options, each Individual Stockholder and each Employee is not offering or
selling, and will not offer or sell, for AMX in connection with a
distribution of AMX Common Stock or the AMX Options and does not have a
participation and will not participate in any such undertaking or in any
underwriting of such an undertaking except in compliance with applicable
federal and state securities laws.

(b) DISCLOSURE OF INFORMATION. Such person acknowledges that he or his
representatives have been furnished with the SEC documents.

(c) INVESTMENT EXPERIENCE. Such person acknowledges that he is able to
fend for himself, can bear the economic risk of his investment in shares of
AMX Common Stock and the AMX Options and has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits
and risks of an investment in shares of AMX Common Stock and the AMX Options.

(d) RESTRICTED SECURITIES. Such person understands that the shares of
AMX Common Stock and the AMX Options acquired by him in the transaction
contemplated by this Agreement are expected to be exempt from registration
under the Securities Act by virtue of Section 4(2) or 3(b) thereof and,
accordingly, will not have been registered pursuant to the Securities Act or
any applicable state securities laws, will be characterized as "restricted
securities" under federal securities laws, and that, under such laws and
applicable regulations, cannot be sold or otherwise disposed of

18
<PAGE>

without registration under the Securities Act or an exemption therefrom. In
this connection, each Individual Stockholder and each Employee represents
that he is familiar with Rules 144 and 145 promulgated under the Securities
Act, as currently in effect, and understands the resale limitations imposed
thereby and by the Securities Act. Stop transfer instructions may be issued
to the transfer agent for securities of AMX (or a notation may be made in the
appropriate records of AMX) in connection with such shares and options.

(e) LEGEND. It is agreed and understood by such person that the
certificates representing shares of AMX Common Stock acquired by him pursuant
hereto shall each conspicuously set forth on the face or back thereof, in
addition to any legends required by applicable law or other agreement, a
legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
UNLESS THEY ARE FIRST REGISTERED PURSUANT TO THAT ACT AND APPLICABLE
STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES A WRITTEN
OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE
CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

(f) ACCESS TO INFORMATION. Each Individual Stockholder and each
Employee hereby acknowledges that AMX has not made any representations or
warranties to him with respect to the value of the AMX Common Stock or the
AMX Options, and the actual value of the AMX Common Stock and the AMX Options
may be more or less than the value of the PHAST Shares being sold to AMX
pursuant hereto. Each Individual Stockholder and Employee has had an
opportunity to review all such information about AMX as he desires and he has
been given an opportunity to ask questions and receive answers about AMX.
Each Individual Stockholder and Employee has been represented by an attorney
of his choice or has waived his right to do so, and he has had an opportunity
to review and discuss this Agreement, the Related Documents, and the
transactions being effected hereby including, but not limited to, the tax
consequences thereof with such counsel if they desire to do so. Each
Individual Stockholder and each Employee further acknowledges and agrees that
the law firm of Munsch Hardt Kopf Harr & Dinan, P.C. and its attorneys have
represented AMX Corporation in this transaction and have not represented the
interests of any such Individual Stockholder or Employee. Each Individual
Stockholder and Employee understands the contents and effect of this
Agreement and he has signed this Agreement and any documents executed in
connection therewith to which he is a party, as his own free act.

19
<PAGE>

ARTICLE VIII. GENERAL PROVISIONS

8.1 SURVIVAL. All representations, warranties, covenants and agreements
contained in this Agreement and in any other Related Document and in any
other document delivered pursuant hereto, shall be deemed to be material and
to have been relied upon by the parties hereto, and shall survive the Closing.

8.2 AMENDMENT AND WAIVER. No amendment or waiver of any provision of
this Agreement or any other Related Document shall in any event be effective,
unless the same shall be in writing and signed by the parties hereto, and
then such amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

8.3 APPLICABLE LAW. The laws of the State of Texas shall apply to this
Agreement. This Agreement and the obligations of the parties hereunder are
subject to all applicable laws, rules, court decisions, orders and
regulations of governmental authorities having said jurisdiction; in the
event of conflict of laws, said laws, rules, court decisions, orders, and
regulations of governmental authorities of the State of Texas shall control.

8.4 COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.

8.5 PARTIES IN INTEREST. This Agreement shall bind and inure to the
benefit of the parties named herein and their respective heirs, successors
and assigns. Notwithstanding the foregoing, none of the parties hereto may
delegate any of their respective duties or obligations hereunder without the
prior written consent of the other party, except that AMX may delegate such
duties and/or obligations to a subsidiary of AMX so long as AMX remains
obligated to either perform or guarantee all of its obligations hereunder.
Each of the parties hereto acknowledges and agrees that this Agreement shall
be binding upon each person or entity who signs the document and if one or
more of the Employees or other parties hereto fail to sign the Agreement,
this Agreement shall be binding upon each party who does so sign.

8.6 ENTIRE TRANSACTION. This Agreement and the other Related Documents
and any other agreements delivered pursuant hereto or thereto, constitute the
entire understanding among the parties with respect to the transactions
contemplated hereby and supersede all other agreements and understandings
among the parties, including, but not limited to, the PHAST Corporation Term
Sheet dated August 13, 1997.

8.7 HEADINGS. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

20
<PAGE>

8.8 SEVERABILITY. In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions hereof and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.

8.9 WAIVER. No waiver by any party of the performance of any provision,
condition or requirement herein shall be deemed to be a waiver of, or in any
manner release the other party from, performance of any other provision,
condition or requirement herein; nor deemed to be a waiver of, or in any manner
release the other party from future performance of the same provision, condition
or requirement; nor shall any delay or omission by any party to exercise any
right hereunder in any manner impair the exercise of any such right accruing to
it thereafter.

8.10 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and may be sent by registered or certified mail,
postage prepaid, overnight courier or by facsimile as follows:

If to Will West: 2028 Sylvan Avenue
Salt Lake City, UT 84108
Fax No.: (801) 467-0290

If to Eric Smith: 79 West 4500 South, Building 14
Salt Lake City, UT 84107
Fax No.: (801) 264-8271

If to Ron Wells: 79 West 4500 South, Building 14
Salt Lake City, UT 84107
Fax No.: (801) 264-8271

If to Carmelo J. Santoro: April 15 - December 1
P.O. Box 2095
18103 Via Ascenso
Rancho Santa Fe, CA 92067
Fax No.: (619) 759-1973

December 2 - April 14
P.O. Box 4333
7735 Bald Eagle Drive
Park City, UT 84060
Fax No.: (801) 655-0064

<PAGE>

If to Scott D. Miller: AMX Corporation
11995 Forestgate Drive
Dallas, TX 75243
Fax No.: (972) 907-6234

If to AMX: AMX Corporation
11995 Forestgate Drive
Dallas, TX 75243
Attn: Joe Hardt
Fax No.: (972) 907-6234

with a copy to: Mr. A. Michael Hainsfurther, Esq.
Munsch, Hardt, Kopf, Harr, & Dinan, P.C.
4000 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2711
Fax No.: 214-855-7584

If to PHAST: PHAST Corporation
79 West 4500 South, Building 14
Salt Lake City, UT 84107
Attn: President
Fax No.: (801) 264-8271

If to Employees: c/o Will West
PHAST Corporation
79 West 4500 South, Building 14
Salt Lake City, UT 84107
Fax No.: (801) 264-8271

Any party may change its address for receiving notice by written notice given to
the others named above.

8.11 TRANSACTION COSTS. Each of the Individual Stockholders and Employees
and AMX shall pay its own respective costs and expenses (including legal fees)
in connection with this Agreement and the Related Documents and the transaction
contemplated herein and shall not look to the other party for reimbursement of
such costs.

<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
date first written above.

INDIVIDUAL STOCKHOLDERS:

/s/ Will West
-----------------------------------
Will West

/s/ Lisa G. West
-----------------------------------
Spouse

/s/ Eric Smith
-----------------------------------
Eric Smith

/s/ Michelle Smith
-----------------------------------
Spouse

/s/ Ron Wells
-----------------------------------
Ron Wells

/s/ Anita Wells
-----------------------------------
Spouse

/s/ Carmelo J. Santoro
-----------------------------------
Carmelo J. Santoro

/s/ Nancy J. Santoro
-----------------------------------
Spouse

<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
date first written above.

/s/ Scott D. Miller
-----------------------------------
Scott D. Miller

/s/ Roslyn Miller
-----------------------------------
Roslyn Miller

AMX CORPORATION

By: Joe Hardt
--------------------------------
Name: Joe Hardt
------------------------------
Title: President
-----------------------------

PHAST CORPORATION

By: William B. West
--------------------------------
Name: William B. West
------------------------------
Title: President
-----------------------------

EMPLOYEES:

/s/ Greg Cooper
-----------------------------------
Greg Cooper

/s/ James Russell
-----------------------------------
James Russell

/s/ Steve McDaniel
-----------------------------------
Steve McDaniel

/s/ Aaron Myer
-----------------------------------
Aaron Myer

/s/ Brett Molen
-----------------------------------
Brett Molen

/s/ Rick Hulme
-----------------------------------
Rick Hulme

<PAGE>

/s/ James Voss
-----------------------------------
James Voss

/s/ Mark Mine
-----------------------------------
Mark Miner

/s/ Larry Jones
-----------------------------------
Larry Jones

/s/ Alan Bowes
-----------------------------------
Alan Bowes

/s/ Mark Morgan
-----------------------------------
Mark Morgan

/s/ Tony Benjamin
-----------------------------------
Tony Benjamin

/s/ George Norr
-----------------------------------
George Norr

/s/ Mike Hoggan
-----------------------------------
Mike Hoggan

/s/ David Anderson
-----------------------------------
David Anderson

/s/ Ginni Larsen
-----------------------------------
Ginni Larsen

/s/ Jeff Golightly
-----------------------------------
Jeff Golightly

/s/ Greg Riddle
-----------------------------------
Greg Riddle

/s/ Dean Zekas
-----------------------------------
Dean Zekas

/s/ Mona Aphayrath
-----------------------------------
Mona Aphayrath

<PAGE>

/s/ Gregory Chapman
-----------------------------------
Gregory Chapman

/s/ Rick Eastwood
-----------------------------------
Rick Eastwood

/s/ Latsada K. Phachomphon
-----------------------------------
Latsada K. Phachomphon

/s/ Chris Delmain
-----------------------------------
Chris Delmain

/s/ John Hayes
-----------------------------------
John Hayes

/s/ Tracy Evans
-----------------------------------
Tracy Evans

/s/ Amy Parkin
-----------------------------------
Amy Parkin

/s/ Chris Trumm
-----------------------------------
Chris Trumm

/s/ Amkha Louangsarath
-----------------------------------
Amkha Louangsarath

/s/ Ginger Smith
-----------------------------------
Ginger Smith

/s/ Troy Vance
-----------------------------------
Troy Vance

/s/ Sara Davies
-----------------------------------
Sara Davies

<PAGE>

EXHIBIT A

EXISTING PHAST CAPITAL STRUCTURE

Common Stock:

Shareholder Number of Shares
- --------------------------------------

Carmelo J. Santoro 150
Will West 2,183
Eric Smith 2,183
Ron Wells 384
AMX Corporation 20,044
------
Total 24,944

Options for Shares of Common Stock that
will be exercised prior to Closing:

Reduced Number of
PHAST Shares to be
Number of PHAST Shares Issued in Exchange For
Employee Optionholders Covered by the Option Acceleration of the Option
- ------------------------------------------------------------------------------
Greg Cooper 346 206.85
James Russell 346 206.85
Steve McDaniel 346 206.85
Aaron Myer 346 206.85
Brett Molen 178 106.47
Rick Hulme 112 66.92
James Voss 112 66.92
Mark Miner 112 66.92
Larry Jones 111 60.84
Alan Bowes 111 60.84
Mark Morgan 70 41.83
Tony Benjamin 75 41.83
George Norr 56 33.46
Mike Hoggan 51 30.42
David Anderson 13 7.60
Ginni Larsen 11 6.08
Jeff Golightly 15 9.13
Greg Riddle 15 9.13
Dean Zekas 15 9.13

<PAGE>

EXHIBIT A - Page 2

Gregory Chapman 5 3.04
Rick Eastwood 10 6.08
Latsada K. Phachomphon 10 6.08
Chris Delmain 11 6.08
Mona Aphayrath 10 6.08
John Hayes 10 6.08
Tracy Evans 22 12.16
Amy Parkin 11 6.08
Chris Trumm 11 6.08
Amkha Louangsarath 11 6.08
Ginger Smith 11 6.08
Troy Vance 6 3.10
Sara Davies 6 3.10
-----------------------------------
2,575 1,521.04

Preferred Stock:

Scott D. Miller 14,750

Options Cancelled Pursuant to Stock Purchase Agreement
- ------------------------------------------------------
AMX 156 shares
Santoro 150 shares

<PAGE>

EXHIBIT B

ALLOCATION

Number of Shares of
AMX Common Stock Allocated
Individual Stockholders Pursuant to Section 2.1 of the
and Employees Agreement
- -----------------------

Carmelo J. Santoro 8,249
Will West 120,108
Eric Smith 120,108
Ron Wells 21,008
Greg Cooper 11,381
James Russell 11,381
Steve McDaniel 11,381
Aaron Myer 11,381
Brett Molen 5,858
Rick Hulme 3,682
James Voss 3,682
Mark Miner 3,682
Larry Jones 3,347
Alan Bowes 3,347
Mark Morgan 2,301
Tony Benjamin 2,301
George Norr 1,841
Mike Hoggan 1,675
David Anderson 418
Ginni Larsen 335
Jeff Golightly 502
Greg Riddle 502
Dean Zekas 502
Mona Aphayrath 335
Gregory Chapman 167
Rick Eastwood 335
Latsada K. Phachomphon 335
Chris Delmain 335
John Hayes 335
-------
350,814

29
<PAGE>

EXHIBIT B - Page 2

Cash Payments Pursuant to
Section 2.1 of the Agreement
- ----------------------------

Employees Cash
- --------- -------
Tracy Evans $ 6,384
Amy Parkin 3,542
Chris Trumm 3,542
Amkha Louangsarath 3,542
Ginger Smith 3,542
Troy Vance 1,861
Sara Davies 1,861
-------
$24,274

30
<PAGE>

EXHIBIT C

Number of Options to Purchase Shares of
AMX Common Stock Allocated Pursuant
to Section 2.2 of the Agreement
Optionholders:
- --------------

Eric Smith 132,250
Ron Wells 22,671
Will West 132,250
Greg Cooper 20,555
James Russell 20,555
Steve McDaniel 20,555
Aaron Myer 20,555
Brett Molen 10,580
Rick Hulme 8,000
James Voss 6,650
Mark Miner 6,650
Larry Jones 6,046
Alan Bowes 6,046
Mark Morgan 4,156
Tony Benjamin 4,156
George Norr 3,325
Mike Hoggan 3,024
David Anderson 1,500
Ginni Larsen 1,100
Jeff Golightly 907
Greg Riddle 907
Dean Zekas 907
Mona Aphayrath 605
Gregory Chapman 605
Rick Eastwood 605
Latsada K. Phachomphon 605
Chris Delmain 605
John Hayes 605
-------
436,975

31
<PAGE>

LIST OF SCHEDULES

4.9 Intellectual Property
4.11(b) Real Property Lease
4.11(d) Personal Property Lease
4.11(e) Tangible Assets
4.13(b) PHAST Landmark Software Defects
4.14 Material Contracts
4.15 Employees
4.16 Taxes
4.17 Product Warranty Claims
4.20 Insurance

LIST OF EXHIBITS

Exhibit A Existing Capital Structure
Exhibit B Allocation
Exhibit C Options Granted Pursuant to the Agreement
Exhibit D AMX Stock Option Agreement
Exhibit E Non-Competition Agreement
Exhibit F-1 First Amendment to Employment Agreement of Will West
Exhibit F-2 First Amendment to Employment Agreement of Eric Smith
Exhibit F-3 First Amendment to Employment Agreement of Ron Wells
Exhibit G Intellectual Property Agreement
Exhibit H Declaration of Registration Rights

<PAGE>

(214) 855-7580

November 18, 1997

AMX Corporation
11995 Forestgate Drive
Dallas, Texas 75243

Re: Registration of up to 1,761,041 shares of Common Stock,
par value $.01 per share, pursuant to a Registration Statement on
Form S-3

Gentlemen:

At the request of AMX Corporation, a Texas corporation (the "Company"),
this opinion is being furnished to the Company for filing as Exhibit 5.1 to the
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), relating to up to 1,766,041
shares (the "Shares") of the Common Stock, par value $.01 per share, of the
Company to be sold as described in the Registration Statement.

In our capacity as counsel to the Company and for the purpose of rendering
the opinions hereinafter expressed, we have relied solely upon the documents,
certificates and other items described on EXHIBIT A attached hereto and have
made no other investigation or inquiry.

This opinion letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this opinion letter should be
read in conjunction therewith. The general qualifications of the Accord apply
to all of the opinions set forth herein.

Based solely upon the foregoing, and subject to the qualifications,
limitations, and assumptions set forth in the Accord and set forth below, we are
of the opinion that the Shares being registered are duly authorized, validly
issued, fully paid, and nonassessable.

The opinion set forth above is limited to the substantive laws of the State
of Texas and no opinion is expressed herein as to matters governed by any other
law.

<PAGE>

AMX Corporation
November 18, 1997
Page 2

This opinion is rendered solely to you in connection with the foregoing
matters. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and also to the use of our name in the Registration
Statement and the prospectus that is deemed to be a part thereof under the
caption "Legal Matters" as having passed upon certain legal matters in
connection with the Shares. By so consenting, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

MUNSCH HARDT KOPF
HARR & DINAN, P.C.

By: /s/ Mark A. Kopidlansky
------------------------------
Mark A. Kopidlansky

<PAGE>

EXHIBIT A

1. Amended and Restated Articles of Incorporation of the Company as certified
by the Secretary of State of Texas on November 18, 1997.

2. Bylaws of the Company.

3. Certificate of Existence for the Company issued by the Secretary of State
of Texas on November 18, 1997.

4. Certificate of Good Standing for the Company issued by the Texas
Comptroller's Office on November 18, 1997.

5. Telephone confirmation by the Secretary of State of Texas on the date
hereof that the Company is validly existing under the laws of the State of
Texas and telephone confirmation by the Texas Comtroller's Office on the
date hereof that the Company is in good standing.

6. Officers' Certificate of the Company in support of this opinion executed by
duly authorized officers of the Company, dated as of the date hereof,
certifying that the matters set forth therein are true and correct.

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of AMX
Corporation for the registration of 1,761,041 shares of its common stock and
to the incorporation by reference therein of our report dated May 1, 1997,
with respect to the consolidated financial statements of AMX Corporation
included in its Annual Report (Form 10-K) for the year ended March 31, 1997,
filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Dallas, Texas
November 17, 1997