SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Key Technology, Inc.
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(Exact name of registrant as specified in its charter)
Oregon 93-0822509
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(State of incorporation or organization) (IRS Employer Identification No.)
150 Avery Street
Walla Walla, Washington 99362
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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If this Form relates to the registration of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. |_|
If this Form relates to the registration of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. |X|
Securities Act registration statement file number to which this Form relates:
333-36920
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Series B Convertible Preferred Stock Nasdaq SmallCap Market
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(Title of Class)
Warrants Nasdaq SmallCap Market
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's Series B Convertible Preferred
Stock and Warrants provided in the Registration Statement on Form
S-4, as amended by Amendment No. 1 and declared effective by the
Securities and Exchange Commission on June 7, 2000, under the
headings "Description of Securities" and "Comparative Rights of Key
Technology and Advanced Machine Vision Shareholders" is incorporated
herein by reference.
ITEM 2. EXHIBITS
3.1 Registrant's Restated Articles of Incorporation, as amended
through July 12, 2000
3.2 Registrant's Restated Bylaws
4.1 Certificate of Designation Series B Convertible Preferred
Stock (included as part of Exhibit 3.1)
4.2 Warrant to Purchase Shares of Common Stock of the Registrant
4.3 Warrant Agreement between Registrant and Warrant Agent
SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
KEY TECHNOLOGY, INC.
Date: September 1, 2000
By: /s/ Thomas C. Madsen
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Thomas C. Madsen
Chairman, President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Page No.
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3.1 Restated Articles of Incorporation-------------------------------- 4
3.2 Restated Bylaws--------------------------------------------------- *
4.1 Certificate of Designation Series B Convertible Preferred Stock
(included as part of Exhibit 3.1) --------------------------------
4.2 Warrant to Purchase Shares of Common Stock of the Registrant------ 37
4.3 Warrant Agreement between Registrant and Warrant Agent------------ 44
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* Incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-4 (Registration No. 333-36920),
as amended by Amendment No. 1 filed with the Securities Exchange
Commission on June 2, 2000.
004002\00131\353290 V001
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