SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 15, 2000
KEY TECHNOLOGY, INC.
(Exact name of registrant as specified in charter)
OREGON 0-21820 93-0822509
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
150 AVERY STREET
WALLA WALLA, WASHINGTON 99362
(Address of principal executive offices) (Zip Code)
(509) 529-2161
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
Effective February 15, 2000, Key Technology, Inc. ("Key Technology" or
the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among the Company, KTC Acquisition Corp., an Oregon
corporation and wholly-owned subsidiary of the Company ("KTC"), and Advanced
Machine Vision Corporation, a California corporation ("AMVC"), providing for the
merger of KTC with and into AMVC, with AMVC as the surviving corporation (the
"Merger"). Following the Merger, AMVC will become a wholly-owned subsidiary of
the Company.
Under the terms of the Merger Agreement, a holder of one share of AMVC
common stock would receive:
o $1.00 per share in cash, plus
o one share of Key convertible preferred stock for each 10 shares of AMVC
common stock, redeemable for $1.00 in cash for each AMVC common share any
time after two years, or convertible at any time into 2/3 of a share of Key
common stock for each 10 shares of AMVC common stock, plus
o a five-year warrant to purchase Key common stock, redeemable at any time
for $.25 in cash for each AMVC common share, or which can be exercised to
purchase .025 shares of Key common stock per AMVC common share at an
exercise price of $15.00 per share of Key common stock.
For example, a holder of 100 shares of AMVC common stock would receive $100.00
in cash, 10 shares of Key Technology Series B Convertible Preferred Stock, with
each preferred share redeemable for cash at $10.00 per share at any time after
two years or convertible at any time into 2/3 of a share of Key common Stock,
and a warrant to purchase 2.5 shares of Key Technology common stock at $15.00
per share or redeemable at any time for $25.00 in cash.
Each share of AMVC Series B Preferred Stock will convert into the right to
receive $22.00 per share in cash.
The Merger is subject to approval of the issuance of Key Technology
shares by holders representing a majority of the Key Technology common shares
present in person or represented by proxy at a special meeting of Key Technology
shareholders, and approval of the Merger Agreement by the holders of a majority
of the outstanding AMVC common stock and a majority of the outstanding AMVC
preferred stock at a special meeting of AMVC shareholders. Accordingly, the
Merger is subject to the approval of FMC Corporation, holder of all of the
outstanding preferred stock of AMVC. The Company and AMVC intend to hold their
respective special shareholders meetings in May 2000. The Merger also is subject
to customary closing conditions, including, without limitation, the making of
all necessary governmental filings and the effectiveness of a registration
statement to be filed with the Securities and Exchange Commission with respect
to the Key Technology shares and warrants to be issued in the Merger.
Under certain circumstances, either the Company or AMVC may be required to pay a
termination fee of up to $2,000,000 if the Merger Agreement is terminated.
The Merger Agreement and the Company's press release issued to announce
the Merger are filed as exhibits to this report. The description of the Merger
Agreement herein does not purport to be complete and is qualified in its
entirety by the provisions of the agreement.
The Company's common shares are quoted on the NASDAQ National Market
under the trading symbol "KTEC." AMVC's common shares are quoted on NASDAQ under
the trading symbol "AMVC."
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger by and among Key Technology,
Inc., KTC Acquisition Corp. and Advanced Machine Vision
Corporation, effective February 15, 2000.
2.2 Letter Amendment dated February 10, 2000.
99.1 Key Technology, Inc. Press Release issued February 15, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this current report on Form 8-K to be
signed on its behalf by the undersigned, hereunto duly authorized.
KEY TECHNOLOGY, INC.
By: /s/ Thomas C. Madsen
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Thomas C. Madsen, President and Chief
Executive Officer
Dated: March 3, 2000
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger by and among Key Technology,
Inc., KTC Acquisition Corp. and Advanced Machine Vision
Corporation, effective February 15, 2000.
2.2 Letter Amendment dated February 10, 2000.
99.1 Key Technology, Inc. Press Release issued February 15, 2000.