form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): November 13, 2007
KEY
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
|
OREGON
|
0-21820
|
93-0822509
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
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)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
Effective
November 13, 2007, Key
Technology, Inc. (the "Company"), entered into a Second Amended and Restated
Rights Agreement (the "Amended Rights Agreement") with American Stock Transfer
and Trust Company ("AmStock"), the Company's Rights Agent. The
Amended Rights Agreement amended and restated that certain Rights Agreement
between the Company and ChaseMellon Shareholder Services, L.L.C. (predecessor
to
AmStock), dated as of June 20, 1998, as amended and restated on April 1, 2001
(the "Original Rights Agreement"). The principal purpose of the
Amended Rights Agreement was to extend the final expiration date of the rights
granted under the Original Rights Agreement from November 14, 2007 to November
14, 2017. The Amended Rights Agreement also extended the time during
which the Board of Directors of the Company may redeem the rights following
a
Stock Acquisition Date (as defined in the Amended Rights Agreement) from ten
days to twenty days, and made certain other immaterial amendments.
The
foregoing description of the
Amended Rights Agreement is qualified in its entirety by reference to the
Amended Rights Agreement filed herewith as Exhibit 10.1.
Item
3.03 Material
Modification of Rights of Security Holders.
The
information provided in response to
Item 1.01 above is incorporated by reference into this Item
3.03.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
The
following exhibit is furnished with this Current Report on Form
8-K:
Exhibit
No. Description
|
10.1
|
Second
Amended and Restated
Rights Agreement, dated November 13, 2007, between Key Technology,
Inc.
and American Stock Transfer and Trust
Company
|
SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this Current
Report on Form 8-K to be signed on its behalf by the undersigned thereunto
duly
authorized.
|
|
KEY
TECHNOLOGY, INC.
|
|
|
|
| |
|
|
|
/s/
David M. Camp
|
|
|
David
M. Camp
|
|
|
President
and Chief Executive Officer
|
Dated:
November 19, 2007
EXHIBIT
INDEX
Exhibit
No. Description
|
|
10.1
|
Second
Amended and Restated Rights Agreement, dated November 13, 2007, between
Key Technology, Inc. and American Stock Transfer and Trust
Company
|