EXHIBIT 2.1
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
AMONG AMVC, KEY AND KTC
AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF MERGER
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Key Technology, Inc. ("Parent"), KTC Acquisition Corp. ("Sub") and Advanced
Machine Vision Corporation ("Company") entered into an Agreement and Plan of
Merger effective February 15, 2000 and Amendment No. 1 effective February 25,
2000. The parties hereby enter into this Amendment No. 2 effective as of April
24, 2000 to provide for the following modifications to the Merger Agreement:
1. Amendment of Sections 2.5 and 2.6.
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Key, Sub and AMVC hereby agree that, effective with the execution and
delivery of this Agreement, Sections 2.5 and 2.6 of the Merger Agreement are
amended and restated to read as follows:
"2.5 Conversion and Exchange of Shares. The manner and basis of
converting at the Effective Time Company Common Stock into cash and
shares of Parent's Series B Convertible Preferred Stock, $10.00 par
value, having the rights and preferences set forth in the attached
Exhibit 2.5A (the "Series B Preferred") with the attached redeemable
Warrant to purchase shares of Parent's Common Stock in the form
attached as Exhibit 2.5B, the exchange of certificates therefor, the
manner and basis of converting the Company Series B Preferred Stock
into Parent's Series C Convertible Preferred Stock, $20.00 par value,
having the rights and preferences set forth in the attached Exhibit
2.5C (the "Series C Preferred") with the attached redeemable Warrant
to purchase shares of Parent's Common Stock in the form attached as
Exhibit 2.5B and the manner and basis of converting Company Options
outstanding at the Effective Time shall be as set forth herein.
Conversion of Shares.
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(i) (A) Each share of Company Common Stock (both Class A and
Class B) issued and outstanding immediately prior to the Effective
Time (except Dissenting Shares) shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted
into the right to receive $1.00 in cash and one-tenth of a share of
Series B Preferred, with each share of Series B Preferred to be
accompanied by a Warrant, redeemable at any time by the holder for
$2.50 in cash and exercisable at any time to purchase .25 of a share
of Parent's Common Stock at a price of $15.00 per share (such Series B
Preferred shares and attached Warrants to be issued for each share of
Company Common Stock constituting the "AMVC Common Conversion Ratio").
(B) Each Dissenting Share shall be converted into the right to
receive payment from the Surviving Corporation with respect thereto in
accordance with the provisions of the CCL.
(ii) Each share of the Company Series B Preferred Stock
outstanding at the Effective Date shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted
into the right to receive one share of Series C Preferred, with each
share of Series C Preferred to be accompanied by a Warrant, redeemable
at any time by the holder for $2.50 in cash and exercisable at any
time to purchase .25 of a share of Parent's Common Stock at a price of
$15.00 per share (such Series C Preferred shares and attached Warrants
to be issued for each share of Company Series B Preferred Stock
constituting the "Series B Conversion Ratio" and, together with the
AMVC Conversion Ratio, the "Conversion Ratios").
(iii) Each share of Sub Common Stock issued and outstanding as of
the Effective Time, shall, by virtue of the Merger and without any
action on the part of Parent, the sole stockholder of Sub, be
converted into one share of legally and validly issued, fully paid and
nonassessable Common Stock, without par value, of the Surviving
Corporation. The stock certificate of Sub evidencing ownership of Sub
Common Stock shall by virtue of the Merger evidence ownership of
Common Stock of the Surviving Corporation.
(iv) In the event of any stock split, combination,
reclassification, recapitalization, exchange, stock dividend or other
distribution payable in Parent Common Stock with respect to shares of
Parent Common Stock (or if a record date with respect to any of the
foregoing should occur) during the period between the date of this
Agreement and the Effective Time, then the Conversion Ratios will be
appropriately adjusted to reflect such stock split, combination,
reclassification, recapitalization, exchange, stock dividend or other
distribution.
2.6 Exchange of Certificates; Payment.
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Series B Preferred and attached Warrants into which Company Common
Stock shall be converted pursuant to the Merger and Series C Preferred
and attached Warrants into which Company Series B Preferred Stock
shall be converted pursuant to the Merger shall be deemed to have been
issued at the Effective Time. At the Closing, Parent shall deliver to
the Transfer Agent certificates evidencing the number of shares of
Series B Preferred and attached Warrants to which that Stockholder is
entitled under Section 2.5, together with the cash payment applicable
thereto. The Company will cause to be delivered such transmittal
letters, documents and instruments as Parent or Parent's transfer
agent may reasonably request, each in form reasonably acceptable to
Parent or such transfer agent. Parent shall also deliver to the
Transfer Agent certificates evidencing the number of shares of Series
C Preferred and attached Warrants to be issued pursuant to section
2.5(ii) above with respect to any shares of Company Series B Preferred
Stock outstanding on the Effective Date."
2. Construction.
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This Amendment is part of the Merger Agreement, and is governed by the
general terms and conditions thereof.
KEY TECHNOLOGY, INC.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
KTC ACQUISITION CORP.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
ADVANCED MACHINE VISION CORPORATION
By /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President
