-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RFAPWNIqKAwOK9vr1iUZLlO0hNIH93OV2MV/iebcd7TWt+tRVH7bExekzXAIY8W0 KXdsh5t0r1ZT44j551ZUkA== 0000795445-97-000013.txt : 19970605 0000795445-97-000013.hdr.sgml : 19970605 ACCESSION NUMBER: 0000795445-97-000013 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970604 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MACHINE VISION CORP CENTRAL INDEX KEY: 0000795445 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 330256103 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20097 FILM NUMBER: 97619039 BUSINESS ADDRESS: STREET 1: 2067 COMMERCE DR CITY: MEDFORD STATE: OR ZIP: 97504 BUSINESS PHONE: 5417767700 MAIL ADDRESS: STREET 1: 2067 COMMERCE DR CITY: MEDFORD STATE: OR ZIP: 97504 FORMER COMPANY: FORMER CONFORMED NAME: ARC CAPITAL DATE OF NAME CHANGE: 19951222 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED LASER SYSTEMS /CA DATE OF NAME CHANGE: 19930825 10-K/A 1 AMENDMENT NO. 1 TO ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------------------------- FORM 10-K/A |X| AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission File No. 0-20097 Advanced Machine Vision Corporation (Exact name of registrant as specified in its charter) California 33-0256103 State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2067 Commerce Drive Medford, Oregon 97504 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (541) 776-7700 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, no par value Class A Warrants Class B Warrants Units, each Unit consisting of two shares of Class A Common Stock, two Class A Warrants, and one Class B Warrant. -------------------------------------- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_| The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 10, 1997, was approximately $17,261,000. (All officers and directors of the registrant are considered affiliates; Class B Common Stock is assumed to be equal in value to Class A Common Stock.) On March 10, 1997, the registrant had 13,289,857 shares of Class A Common Stock and 101,835 shares of Class B Common Stock, all no par value, issued and outstanding. Item 12. Security Ownership of Certain Beneficial Owners and Management - -------------------------------------------------------------------------------- The following table sets forth certain information regarding the beneficial ownership of Class A Common Stock as of March 10, 1997, by (i) each person who is known by AMV to own beneficially more than 5% of outstanding Class A Common Stock; (ii) each of AMV's directors and named executive officers; and (iii) all executive officers and directors of AMV as a group:
Approximate Amount and Nature of Percent of Name and Address Beneficial Ownership Ownership(1) ---------------- -------------------- ------------ William J. Young 1,566,300 (2) (4) (5) 11.2% 2067 Commerce Drive Medford, OR 97504 Allen & Company Incorporated 731,587 (3) 6.4% and Allen Holding, Inc. 711 Fifth Avenue New York, NY 10022 Dr. James Ewan 872,000 (2) (5) 6.4% 2067 Commerce Drive Medford, OR 97504 Alan R. Steel 726,000 (2) (5) 5.3% 2067 Commerce Drive Medford, OR 97504 Rodger A. Van Voorhis 608,333 (6) 4.4% 4217 West Fifth Avenue Eugene, OR 97402 Nagaraj P. Murthy, DDS 400,727 (5) 3.0% 1601 North Long Beach Boulevard Compton, CA 90221 Asif S. Ahmad 367,394 (5) 2.7% 249 East Ocean Boulevard Long Beach, CA 90802 Jack Nelson, Esq. 75,000 (5) * c/o 2067 Commerce Drive Medford, OR 97504 Vikram Dutt 25,000 (5) * 150 North Wacker Drive Chicago, IL 60606 Robert M. Loeffler 25,000 (5) * 10701 Wilshire Boulevard #1401 Los Angeles, CA 90024 Haig S. Bagerdjian 25,000 (5) * 20001 Prairie Street Chatsworth, CA 91311 All executive officers and directors 4,690,754 30.4% as a group (10 persons) * Less than 1% (1) Does not include any shares of Class A Common Stock issuable upon exercise of any options other than certain options held by such shareholder. (2) Includes 952,000, 572,000 and 476,000 shares of restricted stock owned by Messrs. Young, Ewan and Steel, respectively. (3) Pursuant to Schedule 13G, filed with the Securities and Exchange Commission on February 14, 1997, this amount includes 126,904 shares of Class A Common Stock issuable upon exercise of Class A Warrants and 604,683 shares of Class A Common Stock issuable upon exercise of Class B Warrants. (4) Consists of (i) 500,000 shares of Class A Common Stock issuable upon exercise of vested options; (ii) an aggregate of 14,000 shares of Class A Common Stock issuable upon exercise of 5,000 Class A Warrants and the exercise of the Class B Warrants underlying the Class A Warrants; (iii) 72,800 shares of Class A Common Stock issuable upon exercise of 52,000 Class B Warrants (of which 14,000 Class B Warrants are held by Mr. Young jointly with his spouse and 16,000 Class B Warrants are held by Mr. Young as trustee for his minor child), and (iv) 27,500 outstanding shares of Class A Common Stock. (5) Includes the currently vested portion of options held by Messrs. Ahmad (75,000 shares), Murthy (75,000 shares), Nelson (75,000 shares), Ewan (300,000 shares), Steel (250,000 shares), Dutt (25,000 shares), Loeffler (25,000 shares) and Bagerdjian (25,000 shares). (6) Consists of (i) 25,000 shares of Class A Common Stock owned by Whamdyne LLC; (ii) 333,333 shares of Class A Common Stock issuable pursuant to the terms of a $2,250,000 convertible note to Veneer Technology, Inc.; and (iii) 250,000 shares of Class A Common Stock issuable upon exercise of warrants owned by Veneer Technology, Inc. Mr. Van Voorhis is a 25% owner of Whamdyne, LLC and Veneer Technology, Inc. and is, therefore, deemed to be a beneficial owner of such shares. See also "Certain Transactions."
The Class A Common Stock and Class B Common Stock are substantially identical on a share-for-share basis. The holders of Common Stock vote as a single class on all matters to come before stockholders for a vote and may cumulate their votes in the election of directors upon giving notice as required by law. Each share of Class B Common Stock is automatically converted into one share of Class A Common Stock upon its sale or transfer, or the death of the holder. Compliance With Section 16(a) of the Securities Exchange Act of 1934 - -------------------------------------------------------------------- Under the federal securities laws, the Company's directors, executive officers, and any person holding more than 10% of the Company's Class A Common Stock, Redeemable Class A Warrants, Redeemable Class B Warrants or Units (consisting of shares of Class A Common Stock, Redeemable Class A Warrants and Redeemable Class B Warrants) are required to report their ownership of the Company's securities and any changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established, and the Company is required to report in this Proxy Statement any failures to file by these dates since the Company became public in March 1992. The Company knows of no instances of persons who have failed to file or have delinquently filed Section 16(a) reports within the most recently completed fiscal year except that one report covering beneficial ownership by Mr. Van Voorhis of Class A Common Stock was filed late. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. DATED: June 4, 1997 ADVANCED MACHINE VISION CORPORATION By /s/ Alan R. Steel -------------------------------------- (Signature) Title: Vice President of Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----