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): APRIL 24, 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 April 24, 2000, Key Technology, Inc. ("Key Technology" or the
"Company") entered into an agreement with FMC Corporation, a Delaware
corporation ("FMC"), KTC Acquisition Corp., an Oregon corporation and wholly
owned subsidiary of Key Technology, and Advanced Machine Vision Corporation, a
California corporation ("AMVC") pursuant to which FMC has agreed to vote in
favor of Key Technology's previously announced merger with AMVC (the
"Agreement"). Key Technology and AMVC entered into a definitive Agreement and
Plan of Merger effective February 15, 2000. FMC holds all outstanding shares of
Series B Preferred Stock of AMVC, and FMC's approval is required for certain
matters, including any merger involving AMVC.
Under the terms of the Agreement, FMC has agreed to vote in favor of the
merger and upon consummation of the merger its AMVC Series B Preferred Stock
will convert into shares of Key Technology Series C Convertible Preferred Stock
and a warrant to purchase shares of Key Technology Common Stock.
In addition, FMC's existing option to purchase additional shares of AMVC
Common Stock will convert into an option to purchase shares of Key Technology
Series B Convertible Preferred Stock and a warrant to purchase shares of Key
Technology Common Stock.
The Key Technology and AMVC shareholders meetings to vote upon the merger
will occur in July, with closing expected to immediately follow the shareholders
meetings.
The Agreement and the Company's press release issued to announce the
Agreement are filed as exhibits to this Current Report on Form 8-K. The
description of the Agreement herein does not purport to be complete and is
qualified in its entirety by the provisions of the Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2.1 Agreement by and among FMC Corporation, Key Technology, Inc.,
KTC Acquisition Corp., and Advanced Machine Vision
Corporation, dated April 24, 2000.
99.1 Key Technology, Inc. Press Release, issued April 24, 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: May 3, 2000
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement by and among FMC Corporation, Key Technology, Inc.,
KTC Acquisition Corp., and Advanced Machine Vision
Corporation, dated April 24, 2000.
99.1 Key Technology, Inc. Press Release, issued April 24, 2000.