-----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, Alr4jlny53D5T1IKgh+PkrSIkm4ZVfiNsujCLv1VSgS5zjeFe1H+KD4d9EOZ85XA Zy9/VW5tYhUHPFHAzX53qw== 0000795445-97-000022.txt : 19971217 0000795445-97-000022.hdr.sgml : 19971217 ACCESSION NUMBER: 0000795445-97-000022 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971216 EFFECTIVENESS DATE: 19971216 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: S-8 SEC ACT: SEC FILE NUMBER: 333-42329 FILM NUMBER: 97738922 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 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 15, 1997 Registration No. 33- ================================================================================ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADVANCED MACHINE VISION CORPORATION (Exact name of registrant as specified in its charter) California 2067 Commerce Drive 33-0256103 (State or other Medford, OR 97504 (I.R.S. Employer jurisdiction of (Address of Registrant's Identification No.) incorporation or principal executive offices) organization) ______________________________ ADVANCED MACHINE VISION CORPORATION 1997 NONQUALIFIED STOCK OPTION PLAN (Full title of plan) ______________________________ Alan R. Steel 2067 Commerce Drive Medford, Oregon 97504 Tel. (541) 776-7700 Fax. (541) 779-6838 (Name, address and telephone number, including area code, of agent for service) ______________________________ Copy to: Yvonne E. Chester, Esq. Troy & Gould Professional Corporation 1801 Century Park East, 16th Floor Los Angeles, California 90067-2367 Tel. (310) 553-4441 Fax. (310) 201-4746 ______________________________ CALCULATION OF REGISTRATION FEE ================================================================================
- ----------------------------------------------------------------------------------------------- | | Proposed maximum | Proposed maximum | Amount of | Title of securities | Amount to be | offering price | aggregate offering | registration| to be registered | registered* | per share** | price** | fee | - ----------------------|---------------|-------------------|---------------------|-------------| | | | | | Class A Common Stock | 500,000 | $2.0625 | $1,031,250 | $312.50 | ===============================================================================================
* Plus, in accordance with Rule 416 of the General Rules and Regulations under the Securities Act of 1933 (the "General Rules"), such determinate number of additional shares of Class A Common Stock as may become issuable pursuant to antidilution provisions of the Advanced Machine Vision Corporation 1997 Nonqualified Stock Option Plan (the "Plan") or resulting from stock splits. ** Estimated solely for the purpose of determining the amount of the registration fee and, pursuant to Rules 457(c) and 457(h) of the General Rules, based upon the average of the closing bid and asked price of the Class A Common Stock as reported in the Nasdaq Stock Market on December 11, 1997. These shares of Class A Common Stock represent the shares issuable with respect to options that may be granted under the Plan. - -------------------------------------------------------------------------------- ================================================================================ ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Documents by Reference - ------------------------------------------------- The following documents filed by Advanced Machine Vision Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (i) The Company's annual report on Form 10-K for the fiscal year ended December 31, 1996 (Commission File No. 0-20097); (ii) The Company's quarterly report on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; (iii) The description of the Company's Class A Common Stock contained in the Company's Registration Statement (the "1996 Registration Statement") on Form S-3 (Reg. No. 333-10847) filed with the Commission on August 26, 1996 under the Securities Act of 1933, as amended, and any other amendment or report (including Forms 8-K) subsequently filed by the Company In addition, any document filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all shares of Class A Common Stock registered hereunder have been sold or that deregisters all such shares of Class A Common Stock then remaining unsold, will be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities - ----------------------------------- Not applicable. Item 5. Interest of Named Experts and Counsel - ----------------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers - --------------------------------------------------- The Articles of Incorporation and the By-Laws of the Company provide for the indemnification of directors and officers to the fullest extent permitted by General Corporation Law of the State of California, the state of incorporation of the Company. The foregoing indemnification provisions are broad enough to encompass certain liabilities of directors and officers of the Company under the Securities Act of 1933. Item 7. Exemption from Registration Claimed - --------------------------------------------- Not applicable. Item 8. Exhibits - ------------------ Exhibit No. Description of Exhibit - ------- ---------------------- 4 Advanced Machine Vision Corporation 1997 Nonqualified Stock Option Plan 5.1 Opinion of Troy & Gould Professional Corporation 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Troy & Gould Professional Corporation (included as part of Exhibit 5.1) 23.2 Power of Attorney (contained in Part II) Item 9. Undertakings - ---------------------- The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of 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 the 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 the 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 with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 hereunder which remain unsold at the termination of the offering. The undersigned Company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Medford, Oregon on December 10, 1997. ADVANCED MACHINE VISION CORPORATION By: /s/ William J. Young ----------------------------------- William J. Young President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William J. Young and Alan R. Steel, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may 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 below by the following persons on behalf of the Registrant, in the capacities and on the dates indicated. Signature Title Date - ------------------------- ----------------------------- ----------------- /s/ William J. Young Chief Executive Officer December 10, 1997 - ------------------------- (Principal Executive Officer), William J. Young President and Chairman of the Board /s/ Alan R. Steel Chief Financial Officer December 10, 1997 - ------------------------- (Princial Financial and Alan R. Steel Accounting Officer /s/ Haig Bagerdjian Director December 9, 1997 - ------------------------- Haig Bagerdjian /s/ Vikram Dutt Director December 9, 1997 - ------------------------- Vikram Dutt /s/ James Ewan Director December 9, 1997 - ------------------------- James Ewan - ------------------------- Director ----------------- Robert Loeffler /s/ Jack Nelson Director December 10, 1997 - ------------------------- Jack Nelson /s/ Rodger A. Van Voorhis Director December 11, 1997 - -------------------------- Rodger A. Van Voorhis EXHIBIT INDEX Exhibit No. Description - ------- ---------------------------------------------------------------------- 4 Advanced Machine Vision Corporation 1997 Nonqualified Stock Option Plan 5.1 Opinion of Troy & Gould Professional Corporation 23.1 Consent of Price Waterhouse LLP EX-4 2 AMV 1997 NONQUALIFIED STOCK OPTION PLAN EXHIBIT 4 ADVANCED MACHINE VISION CORPORATION 1997 NONQUALIFIED STOCK OPTION PLAN 1. Purpose. The Advanced Machine Vision Corporation 1997 Nonqualified Stock Option Plan (the "Plan") is hereby established to grant to key employees and consultants of Advanced Machine Vision Corporation and its Subsidiaries (individually and collectively, the "Company") an opportunity to acquire Class A Common Stock of Advanced Machine Vision Corporation (the "Stock"), and to create an incentive for such persons to remain in the employ of the Company and to contribute to its success. As used in the Plan, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor statute, and the terms "Parent" and "Subsidiary" shall have the meaning set forth in Sections 424(e) and (f) of the Code. 2. Administration. The Plan shall be administered by the Board of Directors or a Plan Committee of the Board of Directors of the Company (the "Administrator"). The Administrator shall consist of two members of the Board of Directors who are "Non-Employee Directors" within the meaning of Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Administrator shall determine the meaning and application of the provisions of the Plan and all option agreements executed pursuant thereto, and its decisions shall be conclusive and binding upon all interested persons. Subject to the provisions of the Plan, the Administrator shall have the sole authority to determine: (a) The persons to whom options to purchase Stock shall be granted; (b) The number of options to be granted to each person; (c) The price to be paid for the Stock upon the exercise of each option; (d) The period within which each option shall be exercised; and (e) The terms and conditions of each stock option agreement entered into between the Company and persons to whom the Company has granted an option. 3. Eligibility. Key employees and consultants of the Company, as determined by the Administrator, shall be eligible to receive grants of options under the Plan. 4. Stock Subject to Plan. There shall be reserved for issue upon the exercise of options granted under the Plan 500,000 shares of Stock or the number of shares of Stock, which, in accordance with the provisions of Section 10 hereof, shall be substituted therefore. Such shares may be authorized but unissued shares or treasury shares. If an option granted under the Plan shall expire or terminate for any reason without having been exercised in full, unpurchased shares subject thereto shall again be available for the purposes of the Plan unless prohibited by law. 5. Terms of Options. (a) Nonqualified Stock Options. Only nonqualified options may be granted under the Plan. Each nonqualified stock option granted under the Plan shall be evidenced by a stock option agreement between the person to whom such option is granted and the Company. Such stock option agreement shall provide that the option is subject to the following terms and conditions and to such other terms and conditions not inconsistent therewith as the Administrator may deem appropriate in each case: (1) Option Exercise Price. The exercise price to be paid for each share of Stock upon the exercise of an option shall be determined by the Administrator at the time the option is granted, but shall in no event be less than 85% of the fair market value of the shares on the date the option is granted. As used in this Plan, the term "date the option is granted" means the date on which the Administrator authorizes the grant of an option hereunder or any later date specified by the Administrator. Fair market value of the shares shall be (i) the closing price of shares of Stock sold on a national stock exchange on the date the option is granted (or if there was no sale on such date, the closing price on the most recent date the Stock traded), or (ii) if the Stock is not listed on a national stock exchange on the date the option is granted, the closing price of the Stock in the National over-the-counter market on the date the option is granted, or (iii) if the Stock is not traded in any market, that price determined by the Administrator to be fair market value, based upon such evidence as it may think necessary or desirable. (2) Period of Option. The period or periods within which an option may be exercised shall be determined by the Administrator at the time the option is granted, but shall in no event exceed ten years from the date the option is granted. (3) Payment for Stock. The option exercise price for Stock purchased under an option shall be paid in full at the time of purchase. The Administrator may provide that the option exercise price be payable, at the election of the holder of the option, with the consent of the Administrator, in whole or in part either in cash or by delivery of Stock in transferable form, such Stock to be valued for such purpose at its fair market value on the date on which the option is exercised. No share of Stock shall be issued until full payment therefor has been made, and no employee shall have any rights as an owner of shares of Stock until the date of issuance to him of the stock certificate evidencing such Stock. 6. Nontransferability. The options granted pursuant to the Plan shall be nontransferable except by will or the laws of descent and distribution, and shall be exercisable during the Optionee's lifetime only by him and after his death, by his personal representative or by the person entitled thereto under his will or the laws of intestate succession. 7. Termination of Employment. Upon termination of the Optionee's employment, his rights to exercise options then held by him shall be only as follows: (a) Retirement or Disability. If the Optionee's employment is terminated by reason of his retirement by the Company, or, with the approval of the Administrator, because of disability or other reasons, he may, within three months following such termination, exercise the option to the extent the right to exercise had accrued at the time of termination of employment. However, in the event of his death prior to the end of the three-month period after the aforesaid termination of his employment, his estate shall have the right to exercise the option within one year following such termination with respect to all or any part of the shares subject thereto, to the extent the right to purchase such shares had accrued at the time of termination of employment. (b) Death. If an Optionee's employment is terminated by death, his estate shall have the right, for a period of one year following the date of such death, to exercise the option to the extent the right to exercise had accrued prior to the date of his death. (c) Other Terminations. When an Optionee's employment is terminated for any reason other than those provided in Sections 7(a) and 7(b) above, his options shall be exercised only if and to the extent that they are exercisable on the date of termination of his employment, and such options shall terminate thirty days following the date of his termination of employment. In no event, however, shall such options be exercised pursuant to this Section 7 after the expiration date set forth in Paragraph 2 of the option agreement. 8. Acceleration upon Termination or Sale of Company. The Administrator may determine to accelerate the exercisability of any or all options after termination of employment. In the event the Company or its stockholders enter into an agreement to dispose of all or substantially all of the assets or capital stock of the Company by means of a sale, merger, consolidation, reorganization, liquidation or otherwise, an option granted under the Plan, in addition to accelerated exercisability under any provisions of Section 10(b) hereof that may be applicable, will, in the discretion of the Administrator, if so authorized by the Board of Directors and conditioned upon consummation of such disposition of assets or stock, become immediately exercisable during the period commencing as of the date of the execution of such agreement and ending as of the earlier of the stated termination date of the option or the date on which the disposition of assets or stock contemplated by the agreement is consummated. 9. Transfer to Related Corporation. In the event an employee leaves the employ of the Company to become an employee of a Subsidiary or an employee leaves the employ of a Subsidiary to become an employee of the Company or another Subsidiary, such employee shall be deemed to continue as an employee for the purposes of this Plan. 10. Adjustment of Shares. (a) In the event of changes in the outstanding Stock by reason of stock dividends, stock splits, reverse stock splits, split-ups, consolidations, recapitalizations, reorganizations or like events (as determined by the Administrator), an appropriate adjustment shall be made by the Administrator in the number of shares reserved under the Plan, in the number of shares set forth in Section 4 hereof, and in the number of shares and the option price per share specified in any stock option agreement with respect to any unpurchased shares. The determination of the Administrator as to what adjustments shall be made shall be conclusive. Adjustments for any options to purchase fractional shares shall also be determined by the Administrator. The Administrator shall give prompt notice to all optionees of any adjustment pursuant to this Section. (b) Section 10(a) above to the contrary notwithstanding, in the event of any merger, consolidation or other reorganization of the Company in which the Company is not the surviving or continuing corporation (as determined by the Administrator) or in the event of the liquidation or dissolution of the Company, all options granted hereunder shall terminate on the effective date of the merger, consolidation, reorganization, liquidation, or dissolution unless the agreement with respect thereto provides for the assumption of such options by the continuing or surviving corporation. Any other provision of this Plan to the contrary notwithstanding, all outstanding options granted hereunder shall be fully exercisable for a period of 30 days prior to the effective date of any such merger, consolidation, reorganization, liquidation, or dissolution unless such options are assumed by the continuing or surviving corporation. 11. Securities Law Requirements. The Administrator may require prospective optionees, as a condition of either the grant or the exercise of an option, to represent and establish to the satisfaction of the Administrator that all shares of Stock acquired upon the exercise of such option will be acquired for investment and not for resale. The Company may refuse to permit the sale or other disposition of any shares acquired pursuant to any such representation until it is satisfied that such sale or other disposition would not be in contravention of applicable state or federal securities law. 12. Tax Withholding. The Company may require an optionee to pay to the Company all applicable federal, state and local taxes which the Company is required to withhold with respect to the exercise of an option granted hereunder. 13. Amendment. The Board of Directors may amend the Plan at any time. The provisions of the Plan shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. 14. Termination. The Plan shall terminate automatically on September 23, 2007. The Board of Directors may terminate the Plan at any earlier time. The termination of the Plan shall not affect the validity of any option agreement outstanding at the date of such termination, but no option shall be granted after such date. 15. Effective Date. The Plan shall be effective upon its adoption by the Board of Directors of the Company which is September 23, 1997. EX-5 3 OPINION OF TROY & GOULD PROFESSIONAL CORPORATION EXHIBIT 5.1 OPINION OF TROY & GOULD PROFESSIONAL CORPORATION December 9, 1997 Advanced Machine Vision Corporation 2067 Commerce Drive Medford, Oregon 97504 Re: Registration Statement on Form S-8 Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") of Advanced Machine Vision Corporation (the "Company"), and the exhibits filed in connection therewith, which you have filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of up to 500,000 shares of the Company's common stock ("Common Stock") issuable under the Company's 1997 Nonqualified Stock Option Plan (the "Plan"). For purposes of this opinion, we have examined such matters of law and originals, or copies certified or otherwise identified to our satisfaction, of the Plan and of such documents, corporate records and other instruments relating to the adoption and implementation of the Plan as we have deemed necessary. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, and the authenticity of originals of all such latter documents. We have also assumed the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have relied upon certificates of public officials and certificates of officers of the Company for the accuracy of material factual matters contained therein which were not independently established. Based on the foregoing examination, we are of the opinion that the shares of Common Stock issuable upon exercise of stock options granted pursuant to the Plan are duly authorized and, when issued and paid for in accordance with the Plan, will be validly issued, fully paid and nonassessable. We consent to the use of our name in the Prospectus and the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement. By giving you this opinion, we do not admit that we are experts with respect to any part of the Registration Statement or Prospectus within the meaning of the term "expert" as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder. Very truly yours, TROY & GOULD Professional Corporation EX-23 4 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF PRICE WATERHOUSE LLP We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-8 of our report dated March 18, 1997 appearing on page F-2 of Advanced Machine Vision Corporation's (formerly ARC Capital) Annual Report on Form 10-K for the year ended December 31, 1996. PRICE WATERHOUSE LLP Portland, Oregon December 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----