Key Technology, Inc. / Richard L. Scott 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Key Technology, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
493143101
(CUSIP Number)
Jeffrey S. Buschmann, Esq.
Boult Cummings Conners & Berry, PLC
1600 Division Street, Suite 700
Nashville, Tennessee 37203
(615) 252-2388
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 24, 2007
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box o.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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CUSIP
No. |
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493143101 |
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Page |
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2 |
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of |
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4 |
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1 |
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NAMES OF REPORTING PERSONS:
Richard L. Scott |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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352,187 |
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SHARES |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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352,187 |
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WITH |
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SHARED DISPOSITIVE POWER: |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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352,187 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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6.48% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
-2-
This Amendment No. 3 amends the Schedule 13D filed by Richard L. Scott (Reporting Person) on
February 16, 2006 (the Schedule 13D), as amended on May 5, 2006 and on May 15, 2006, with respect
to shares of the Common Stock, no par value (Common Stock), of Key Technology, Inc., an Oregon
corporation (the Issuer). Capitalized terms used by not defined herein shall have the respective
meanings ascribed to such terms in the Schedule 13D.
The following Items are hereby amended and restated in their entirety to read as follows:
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has used personal funds of approximately $6,176,808.85 (which includes
commissions paid) to acquire 513,000 shares of Common Stock in open market transactions. The
Common Stock was purchased by three different entities controlled by the Reporting Person.
Item 5. Interest in Securities of the Issuer
The 352,187 shares of the Common Stock owned by the Reporting Person constitute 6.48% of the
outstanding Common Stock of the Issuer, based on the outstanding shares of Issuer Common Stock set
forth in the Issuers most recent Form 10-Q.
The Reporting Person has sole voting and dispositive power with respect to the Common Stock.
The Reporting Person sold the following shares of the Common Stock of the Issuer in open market
transactions during the past 60 days:
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Aggregate |
Sale Date |
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No. of Shares |
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Price Per Share |
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Consideration |
05/30/2007 |
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6,500 |
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$ |
20.267 |
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$ |
130,732.25 |
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06/01/2007 |
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4,500 |
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$ |
20.403 |
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$ |
91,814.85 |
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06/04/2007 |
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2,000 |
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$ |
21.265 |
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$ |
42,530.00 |
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06/14/2007 |
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1,200 |
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$ |
21.472 |
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$ |
25,766.04 |
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06/21/2007 |
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800 |
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$ |
21.486 |
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$ |
17,189.04 |
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06/22/2007 |
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28,504 |
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$ |
22.336 |
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$ |
636,662.49 |
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07/02/2007 |
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10,896 |
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$ |
23.376 |
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$ |
254,708.16 |
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07/03/2007 |
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4,361 |
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$ |
23.486 |
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$ |
102,422.01 |
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07/05/2007 |
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16,239 |
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$ |
24.326 |
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$ |
395,029.91 |
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07/06/2007 |
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7,443 |
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$ |
24.982 |
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$ |
185,943.26 |
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07/16/2007 |
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6,557 |
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$ |
25.423 |
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$ |
166,701.23 |
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07/17/2007 |
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3,500 |
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$ |
25.587 |
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$ |
89,553.10 |
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07/18/2007 |
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3,714 |
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$ |
25.676 |
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$ |
95,361.78 |
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07/19/2007 |
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7,286 |
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$ |
25.990 |
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$ |
189,365.33 |
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07/20/2007 |
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3,000 |
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$ |
26.150 |
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$ |
78,450.00 |
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07/24/2007 |
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17,369 |
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$ |
27.577 |
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$ |
478,977.96 |
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07/25/2007 |
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31,500 |
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$ |
27.985 |
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$ |
881,546.40 |
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07/26/2007 |
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1,321 |
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$ |
28.226 |
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$ |
37,287.21 |
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07/27/2007 |
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4,123 |
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$ |
28.250 |
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$ |
116,474.75 |
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Total |
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160,813 |
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$ |
4,017,515.77 |
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The Common Stock was sold by three different entities controlled by the Reporting Person.
-3-
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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DATED: July 31, 2007
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/s/Richard L. Scott |
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Richard L. Scott |
-4-