SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
--------------------------
Ampex Corporation
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
032092-30-6
(CUSIP Number of Class of Securities)
Mark B. Bakar and David Cariani Duncan McCurrach
One Ferry Building, Suite 255, Sullivan & Cromwell LLP
San Francisco, California 94111 125 Broad Street,
(415) 677-5850 New York, New York 10004
(212) 558-4066
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 2006
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
(continued on following pages)
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 032092-30-6
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ValueVest High Concentration Master Fund, Ltd. (20-4574633)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
317,768
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
317,768
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
317,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 032092-30-6
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ValueVest Management Company II, LLC (47-0951956)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
n/a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
317,768
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
317,768
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
317,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 032092-30-6
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mark B. Bakar
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
n/a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
317,768
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
317,768
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
317,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 032092-30-6
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Cariani
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
n/a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
317,768
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
317,768
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
317,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
This statement on Schedule 13D ("Statement") relates to the Class A common
stock, par value $0.01 per share ("Common Stock"), of Ampex Corporation, a
corporation organized under the laws of the State of Delaware (the "Issuer").
The principal executive offices of the Issuer are located at 1228 Douglas
Avenue, Redwood City, California 94063.
Item 2. Identity and Background.
(a); (f) This statement is being filed jointly by ValueVest High
Concentration Master Fund, Ltd., a corporation organized under the laws of the
Cayman Islands (the "Master Fund"), ValueVest Management Company II, LLC a
limited liability company organized under the laws of the State of California
(the "Investment Manager"), Mark B. Bakar ("Bakar") and David Cariani
("Cariani", and collectively with the Master Fund, the Investment Manager and
Bakar, the "Reporting Persons").
Messrs. Bakar and Cariani are the managing members of the Investment
Manager and each owns 50% of the membership interests in the Investment Manager.
Mr. Bakar is also a director of the Master Fund. The Investment Manager manages
the Master Fund pursuant to a management contract and owns all of the Class GP
Ordinary Shares of the Master Fund. The Reporting Persons are making this joint
filing pursuant to the agreement (the "Joint Filing Agreement") attached hereto
as Exhibit 1.
(b)-(c) The address of the principal business and principal office of the
Master Fund is Queensgate House, 113 South Church Street, P.O. Box 1234, George
Town, Grand Cayman, Cayman Islands. The principal business of the Master Fund is
making investments.
The address of the principal business and principal office of Investment
Manager and the business address of Messrs. Bakar and Cariani is One Ferry
Building, Suite 255, San Francisco, California 94111. The principal business of
the Investment Manager is investment management.
Exhibit 2, which is attached hereto and incorporated herein by reference,
sets forth the following information with respect to each executive officer and
each director of the Master Fund and the Investment Manager (collectively, the
"Named Individuals"): (i) name; (ii) business address; (iii) present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted; and
(iv) citizenship.
(d)-(e) During the last five years, none of the Reporting Persons nor any
of the Named Individuals (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Master Fund purchased the shares of Common Stock covered by this
Statement through open market purchases made from October 6, 2005 through
November 13, 2006. Details of each purchase transaction are set forth on Exhibit
3, which is attached hereto and incorporated herein by reference. Each purchase
was funded using equity capital contributed to the Master Fund by its direct and
indirect investors.
Item 4. Purpose of Transaction.
The Master Fund purchased the Shares for investment because the Investment
Manager believes that the market price of the Shares does not fully reflect the
underlying value of the Issuer and its assets and businesses. In particular, the
Investment Manager believes that the Issuer can increase shareholder value
through greater commercial utilization of its intellectual property assets.
On February 1, 2006, the Master Fund entered into a letter agreement with
M.CAM, Inc. ("M.CAM"), an intellectual property rights and intangible asset
financial services firm, pursuant to which M.CAM agreed to provide advisory
services to the Master Fund in connection with developing and pursuing proposals
for alternative transactions relating to the Issuer's proprietary intellectual
property and/or the sale, transfer, or other disposition of all or a material
portion of the business, assets or securities of the Issuer. A copy of this
letter agreement is attached hereto as Exhibit 4 and is incorporated herein by
reference. Under the terms of the agreement, certain fees are payable by the
Master Fund to M.CAM for its advisory services in certain circumstances. In
particular, a Value Enhancement Fee is payable by the Master Fund to M.CAM if
one of the following events shall occur: (i) the value of the Issuer's stock
increases above certain specified market price points while the Master Fund is a
minority shareholder of the Issuer; (ii) a Transaction (as defined in the letter
agreement) is effectuated; or (iii) a definitive agreement or agreement in
principle for a Transaction is executed or announced by the Issuer. In addition,
the letter agreement provides that if the Master Fund at any time holds a
controlling position in the stock of the Issuer, the Master Fund will use its
best efforts to cause the Issuer to engage M.CAM to perform certain additional
services, for certain additional compensation, as set forth in Exhibit 1 to the
agreement.
On May 22, 2006, Messrs. Bakar and Cariani met with the chief financial
officer of the Issuer at the Issuer's offices. During that meeting, Messrs.
Bakar and Cariani indicated that the Master Fund had accumulated a significant
equity investment in the Issuer and was interested in acquiring additional
equity pursuant to a strategic investment in the Issuer. The chief financial
officer indicated that he did not believe that the Issuer was interested in
raising any additional capital at this time but that the board of directors of
the Issuer would consider any definitive proposal that the Master Fund was
prepared to make.
On July 19, 2006, Messrs. Bakar and Cariani had a telephone conversation
with the chief executive officer and chief financial officer of the Issuer. In
this call, Messrs. Bakar and Cariani once again expressed the Master Fund's
interest in increasing its equity investment in the Issuer and also indicated
that the Master Fund would like to explore the possible acquisition of the
Issuer. The chief executive officer and chief financial officer indicated that
the Issuer was not interested in raising additional equity capital at this time
and that while the Master Fund was free to make an offer to acquire the Issuer
to the board of directors of the Issuer such executives did not know whether the
board would be interested in pursuing such a transaction.
In a letter to the chief executive officer of the Issuer dated September
13, 2006, the Investment Manager once again confirmed the Master Fund's interest
in acquiring or making a further equity investment in the Issuer. In that
letter, the Investment Manager also indicated that it would like to discuss an
alternative transaction in which the Master Fund would acquire the Issuer's Data
Systems business and all of its intangible assets other than those patents which
the Issuer was currently licensing or litigating and their related patent
families. The Investment Manager indicated that it believed that this alternate
asset transaction, which would not be subject to any financing contingency or
condition, could be implemented relatively quickly and would give the Issuer the
opportunity to realize immediate value for its shareholders and to generate
further shareholder value through its ongoing patent licensing and litigation
efforts.
By letter dated September 15, 2006 sent by regular mail and received by the
Investment Manager on September 21, 2006, the chief executive officer of the
Issuer indicated that the board of directors of the Issuer would consider the
Investment Manager's letter and proposals at its next meeting scheduled for
early November.
By letter to the Issuer dated September 21, 2006, Investment Manager
offered to meet with the Issuer's management before the November board meeting
to explore in further detail the types of transactions and terms that might be
acceptable to both parties. In that letter, the Investment Manager indicated
that it believed that such a meeting would put management in a better position
to fully inform the Issuer's board of directors about the available alternatives
and put the Investment Manager in a better position to provide the Issuer's
board of directors with its most compelling value propositions for the Issuer's
shareholders. The Investment Manager also offered to present its proposals in
person to the Issuer's board of directors at the November board meeting.
The Issuer responded by letter dated September 22, 2006 that it would
respond to Investment Manager after the next meeting of its board of directors,
or earlier if the Issuer's board of directors felt that to be desirable.
As of the date of this Statement, none of the Reporting Persons or Named
Individuals has received any further response from the Issuer with respect to
the Investment Manager's proposals.
From time to time since its initial investment in the Issuer,
representatives of the Investment Manager have had discussions with several
other parties concerning its interests in the Issuer, including the possible
acquisition of the Issuer and the commercial utilization of its intellectual
property portfolio.
The Reporting Persons have become increasingly dissatisfied with the
Issuer's financial results and operating performance and its unwillingness to
consider and explore transactions which the Investment Manager believes can
increase shareholder value by, among other things, increasing the commercial
utilization of the Issuer's intellectual property portfolio. Accordingly, the
Reporting Persons intend to continue to attempt to engage in discussions with
the management of the Issuer and/or the members of the Issuer's board of
directors with respect to certain issues relating to, among others, the
Investment Manager's prior and future proposals, the Issuer's strategic
decision-making and the Issuer's recent financial and operating performance. The
Reporting Persons may also approach other holders of the Issuer's securities in
order to discuss similar matters of mutual interest, including, but not limited
to, the possibility of nominating one or more persons to become a director of
the Issuer. Each of the Reporting Persons intends to continuously review the
Master Fund's investment in the Issuer and reserves the right to change its
plans or intentions and to take any and all actions that it may deem appropriate
to maximize the value of its investment(s), including by, among other things,
acquiring additional securities of the Issuer, disposing of any securities of
the Issuer owned by it, or formulating other plans or proposals regarding the
Issuer or securities of the Issuer to the extent deemed advisable by the
Reporting Persons in light of their general investment policies, market
conditions, subsequent developments affecting the Issuer (including, but not
limited to, the attitude of the Issuer's board of directors and management and
other shareholders of the Issuer) and the general business and future prospects
of the Issuer.
Except as set forth above, none of the Reporting Persons or any Named
Individuals have any current intention, plan or proposal with respect to: (a)
the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
Board; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's certificate of incorporation,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange, if
any, or cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of a registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of September 30, 2006, there were 3,820,273 shares of Common Stock
issued and outstanding according to the Issuer's Form 10-Q filed on November 7,
2006. As of November 13, 2006, the Master Fund owns of record 317,768 shares of
Common Stock, which represents approximately 8.3% of the shares of Common Stock
currently issued and outstanding. The Investment Manager may be deemed to
beneficially own the shares of Common Stock owned of record by the Master Fund
because of its investment management contract with and equity interest in the
Master Fund. Messrs. Baker and Cariani may be deemed to beneficially own the
shares of Common Stock owned of record by the Master Fund because of their
equity interest in the Investment Manager.
(b) Because of the relationships described in paragraph (a) of this Item 5,
each of the Reporting Persons may be deemed to have shared power to vote or
direct the vote of, and shared power to dispose or direct the disposition of,
all of the shares of Common Stock owned of record by the Master Fund.
(c) Except as set forth in Exhibit 3, none of the Reporting Persons or
Named Individuals has effected any transaction in the Issuer's Common Stock
during the past 60 days.
(d) Except for the direct and indirect equity investors in the Master Fund,
the Reporting Persons and the Named Individuals, no other person is known by the
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Issuer's Common
Stock that is owned of record by the Master Fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The responses to Items 3 and 4 are incorporated herein by this reference.
Except as set forth above and described in Items 3 and 4, no Reporting Person
has a contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit Name
------- -----------------------------------------------------------------
1 Joint Filing Agreement, dated November 13, 2006
2 Name, business address, present principal occupation and
citizenship of each executive officer of each Reporting Person
that is a corporation
3 Trading history
4 Letter agreement between the Master Fund and M.CAM, Inc., dated
February 1, 2006
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 13, 2006
ValueVest High Concentration Master
Fund, Ltd.
/s/ Mark B. Bakar
----------------------------------
By: Mark B. Bakar
Title: Director
ValueVest Management Company II, LLC
/s/ David Cariani
----------------------------------
By: David Cariani
Title: Managing Member
/s/ Mark B. Bakar
----------------------------------
Mark B. Bakar
/s/ David Cariani
----------------------------------
David Cariani
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agrees to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including amendments thereto)
with respect to Class A Common Stock of Ampex Corporation, a Delaware
corporation, and further agrees that this Joint Filing Agreement be included as
an exhibit to such filings, provided that, as contemplated by Section
13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate. The
Joint Filing Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
Date: November 13, 2006
ValueVest High Concentration Master
Fund, Ltd.
/s/ Mark B. Bakar
----------------------------------
By: Mark B. Bakar
Title: Director
ValueVest Management Company II, LLC
/s/ David Cariani
----------------------------------
By: David Cariani
Title: Managing Member
/s/ Mark B. Bakar
----------------------------------
Mark B. Bakar
/s/ David Cariani
----------------------------------
David Cariani
EXHIBIT 2
EXECUTIVE OFFICERS AND DIRECTORS
The name, business address, present principal occupation and citizenship of each
executive officer and director of each Reporting Person that is a corporation
are set forth below.
Name Mr. Mark Bakar
Position(s) with Director, ValueVest High Concentration Master
Reporting Persons Fund, Ltd.; Managing Member, ValueVest
Management Company II, LLC
Business address One Ferry Building, Suite 255, San Francisco,
California 94111
Principal Occupation or Managing Member, ValueVest Management Company II,
Employment LLC, One Ferry Building, Suite 255, San
Francisco, California 94111
Citizenship United States of America
Name Mr. David Cariani
Position(s) with Managing Member, ValueVest Management Company II,
Reporting Persons LLC
Business address One Ferry Building, Suite 255, San Francisco,
California 94111
Principal Occupation or Managing Member, ValueVest Management Company II,
Employment LLC, One Ferry Building, Suite 255, San
Francisco, California 94111
Citizenship United States of America
Name Mr. David Sargison
Position(s) with Director, ValueVest High Concentration Master
Reporting Persons Fund, Ltd.
Business address Queensgate House, 113 South Church Street,
P.O. Box 1234, George Town, Grand Cayman,
Cayman Islands
Principal Occupation or Managing Director, Ogier Fiduciary Services
Employment (Cayman) Limited, Queensgate House, 113 South
Church Street, P.O. Box 1234, George Town,
Grand Cayman, Cayman Islands
Citizenship Cayman Islands
Name Mr. Vijayabalan Murugesu
Position(s) with Director, ValueVest High Concentration Master
Reporting Persons Fund, Ltd.
Business address Queensgate House, 113 South Church Street,
P.O. Box 1234, George Town, Grand Cayman,
Cayman Islands
Principal Occupation or Manager - Fund Services, Ogier Fiduciary
Employment Services (Cayman) Limited, Queensgate House,
113 South Church Street, P.O. Box 1234, George
Town, Grand Cayman, Cayman Islands
Citizenship Cayman Islands
EXHIBIT 3
TRADING HISTORY
Total
Consideration
Trade Date Activity Quantity Price $ Paid $ Holding
---------- -------- -------- ------- ----------- --------
10/06/2005 Buy 200 28.45 5,715.00 200
10/07/2005 Buy 10,290 28.75 296,350.97 10,490
10/18/2005 Buy 2,678 24.75 66,414.40 13,168
10/19/2005 Buy 1,392 24.25 33,825.60 14,560
10/20/2005 Buy 1,000 23.75 23,800.00 15,560
10/21/2005 Buy 2,780 20.90 58,239.05 18,340
10/24/2005 Buy 4,600 19.66 90,650.36 22,940
10/25/2005 Buy 2,060 18.82 38,866.43 25,000
10/26/2005 Buy 5,000 19.04 95,470.00 30,000
10/27/2005 Buy 1,600 19.98 32,052.00 31,600
10/31/2005 Buy 3,827 22.82 87,539.95 35,427
11/01/2005 Buy 3,782 23.57 89,342.56 39,209
11/02/2005 Buy 3,081 24.87 76,785.91 42,290
11/03/2005 Buy 5,000 26.23 131,422.50 47,290
11/04/2005 Buy 11,600 28.54 331,630.08 58,890
11/07/2005 Buy 7,797 28.03 218,968.61 66,687
11/08/2005 Buy 11,608 27.92 324,657.19 78,295
11/09/2005 Buy 5,400 28.63 154,847.16 83,695
11/10/2005 Buy 4,383 28.10 123,384.96 88,078
11/11/2005 Buy 3,414 27.81 95,122.92 91,492
11/14/2005 Buy 31,560 24.34 769,893.58 123,052
11/15/2005 Buy 12,104 25.98 315,109.48 135,156
11/16/2005 Buy 3,601 25.95 93,617.36 138,757
11/17/2005 Buy 1,243 26.53 33,034.96 140,000
12/01/2005 Buy 3,613 21.44 77,626.03 143,613
12/02/2005 Buy 2,974 21.10 62,905.45 146,587
12/05/2005 Buy 7,100 22.37 159,202.59 153,687
12/06/2005 Buy 1,958 24.37 47,818.67 155,645
12/07/2005 Buy 10,590 25.02 265,454.23 166,235
12/13/2005 Buy 4,000 22.85 91,588.00 170,235
05/02/2006 Buy 7,000 17.74 124,546.80 177,235
06/12/2006 Buy 1,659 12.29 20,476.04 178,894
11/01/2006 Buy 56,689 10.44 594,860.35 235,583
11/02/2006 Buy 18,500 10.40 193,373.10 254,083
11/03/2006 Buy 5,621 11.48 64,786.52 259,704
11/06/2006 Buy 2,500 11.28 28,316.50 262,204
11/07/2006 Buy 3,642 11.58 42,356.10 265,846
11/08/2006 Buy 23,244 11.50 268,493.77 289,090
11/09/2006 Buy 4,639 12.06 56,198.24 293,729
11/10/2006 Buy 11,428 12.95 148,615.43 305,157
11/13/2006 Buy 12,611 13.97 176,862.97 317,768
EXHIBIT 4
M.CAM, INC. LETTER AGREEMENT
February 1, 2006
Board of Directors
ValueVest High Concentration Master Fund, Ltd.
P.O. Box 1234 GT
Grand Cayman
Cayman Islands
Gentlemen:
This letter confirms the understanding and agreement ("Agreement") between
M.CAM, Inc. ("M.CAM") and ValueVest High Concentration Master Fund, Ltd.
("Fund") regarding the retention of M.CAM by Fund as its advisor for the
purposes set forth herein.
Under this Agreement, M.CAM will provide advisory services to Fund in connection
with Fund's investment in Ampex Corporation ("Ampex" or the "Company") (the
"Engagement"), including assisting Fund in connection with developing and
pursuing proposals for alternative transactions related to Ampex's proprietary
intellectual property ("IP") that may enhance Ampex shareholder value through
the license, sale, pooling, or other exploitation of Ampex's IP, and/or the
sale, transfer, or other disposition, directly or indirectly, of all or a
material portion of the business, assets or securities of the Company, whether
by way of a merger, sale, consolidation, reorganization, extraordinary dividend,
recapitalization, restructuring (including, but not limited to any spin off),
tender offer, exchange offer, leveraged buyout, minority investment or
partnership or any other extraordinary corporate transaction involving the
Company in one transaction or in a series or combination of transactions
("Transaction").
In connection with the Engagement, M.CAM agrees to provide the following
services to Fund on an exclusive basis:
(a) provide advisory services, including a business and financial analysis
of the Ampex IP, a licensing strategy and feasibility analysis with
respect to the Ampex IP, and an Ampex IP pricing analysis with respect
to the Engagement and / or a possible Transaction;
(b) assist in Fund's communications and negotiations with the Company's
Board of Directors, management, advisors, potential strategic and
financial buyers, and the Company's other shareholders to develop a
general strategy with respect to the Engagement;
(c) assist Fund in analyzing, structuring and, to the extent applicable,
pursuing a possible Transaction; and
(d) provide such other advisory services related to the strategic
optimization of the Ampex IP which may be customarily rendered in
connection with the Engagement and any possible Transaction.
M.CAM acknowledges and agrees that an integral reason for its engagement
hereunder by Fund is the services to be performed personally by David E. Martin,
Chief Executive Officer of M.CAM and Ned S. Goldstein, General Counsel of M.CAM
and that each of said individuals will be personally performing and overseeing
the performance of services to the Fund pursuant to this Agreement.
Fund agrees to pay the following fees to M.CAM for its advisory services:
(1) An Initial Fee of $50,000, which has already been paid with respect to
an M.CAM triage report on the Ampex IP.
(2) A monthly retainer in the amount of $20,000 per month, payable on the
10th day of each month of the term hereof. Any payment made under this
section (2) shall reduce any fee owing under Section (3) below.
(3) A Value Enhancement Fee, if one of the following events shall occur at
any time after the date hereof ("Transaction Event"): (i) the value of the
Ampex stock increases to the amounts set forth in the following chart
during the time in which the Fund is a minority shareholder of Ampex; (ii)
a Transaction is effectuated, or (iii) a definitive agreement or agreement
in principle for a Transaction is executed or announced by Ampex. The Value
Enhancement Fee shall not be payable with respect to items 3(i), (ii) or
(iii) above until such time as the Fund sells any of its shares in the
Company or consideration is received with respect to a Transaction, and it
shall then be paid (A) only with respect to the shares so sold or
consideration so received and (B) based upon the price received by the Fund
at the time of such sale of shares or consideration received by the Fund.
Such Value Enhancement Fee shall be calculated as:
Range of "Ampex Gains":(1) Value Enhancement Fee
-------------------------- -------------------------
$00.00 - $12.50 per share 0% of Fund's Ampex Gains
$12.51 - $32.50 per share 10% of Fund's Ampex Gains
$32.51 - $52.50 per share 20% of Fund's Ampex Gains
$52.51 per share or higher 25% of Fund's Ampex Gains
----------
(1) Such price shall be adjusted to reflect the value of any spun off entities
or any extraordinary / special dividend, recapitalization, stock split, or
similar event.
Such Value Enhancement Fee will be paid in cash (or such other form of
consideration as is actually received by the Fund in any Transaction) by Fund to
M.CAM within 5 business days of Fund's realization for cash of its Ampex stock
position.
The term "Ampex Gains" means the difference between the per share price of
Ampex's common stock (or other consideration actually received by Ampex in a
Transaction) upon the sale, exchange, or other transfer of the same by Fund and
the price at which such shares were purchased by Fund, whether such value is
determined by a publicly quoted stock exchange or pursuant to a private
transaction multiplied by the number of shares of common stock owned by the Fund
at the time of any such transaction, net of any documented and directly
applicable out-of-pocket expenses paid by Fund to third parties, including, but
not limited to, accountants and legal counsel, in connection with its
acquisition, holding or disposition of Ampex common stock. In no event shall the
Fund owe M.CAM any Value Enhancement Fee with respect to any shares sold at a
price less than the price at which such shares were purchased by the Fund. For
purposes of determining the price at which shares have been purchased (i.e., the
cost basis) and sold under this Agreement only, the parties shall use the
first-in first out method - i.e., the order of the shares sold shall correspond
to the order of the shares purchased so that the first shares sold shall be
deemed to be the first shares purchased, the second shares sold shall be the
second shares purchased and so on. By way of example only, if Fund purchased 1
share of Ampex at $13.00 and sold the same share at $48.00 for an Ampex Gain of
$35.00, then, assuming there were no deductible fees, the Value Enhancement Fee
would be equal to .10x($32.50-$12.50) plus .20x($35-$32.51)=$2.50.
This Agreement does not contemplate every possible scenario with respect to
M.CAM's work on behalf of Fund and the potential outcomes with respect to Fund's
investment in Ampex. In the event that the services required of and/or provided
by M.CAM differ substantially from what has been contemplated in this Agreement,
i.e., either substantially more or less work, advice, and/or M.CAM resources are
required to achieve the desired outcome or the circumstances otherwise differ
significantly from what is anticipated, then M.CAM and Fund agree to work in
good faith to adjust the fee so that it is fair for the services rendered and
the circumstances presented.
Fund's ownership interest in Ampex on the date hereof consists of 170,235 shares
of Ampex common stock. Any additional securities Fund may acquire in Ampex shall
be reported to M.CAM at the time of purchase and shall be included in
determining any fees owed to M.CAM pursuant to the schedule set forth
hereinabove.
M.CAM and Fund acknowledge that Fund may acquire additional stock in / options
of, or other security interests in (directly or indirectly) Ampex. Any such
increase in Fund's investment position in Ampex would be treated in accordance
with this Agreement. In the event that Fund, together with any other persons
with whom it must report its holdings in Company pursuant to U.S. securities
laws, at any time holds a controlling position in the common stock of Ampex,
then in addition to the services provided for hereinabove, Fund shall use its
best efforts to cause the Company to engage M.CAM directly to perform the
additional services for it, for the additional compensation, set forth in
Exhibit I attached hereto and incorporated herein by this reference. M.CAM
hereby agree that twenty five per cent (25%) of any fees and/or commissions it
earns on any transactions related to Ampex arising out of this Agreement,
including, but not limited to, any fees from licensing stream securitization,
net of any documented and directly applicable out of pocket expenses, including,
but not limited to accountants and legal counsel, shall be paid to Fund within 5
business days of M.CAM's receipt of the same, in such form of consideration as
M.CAM actually receives. Notwithstanding anything to the contrary herein, any
engagement by the Company of M.CAM pursuant to this Agreement shall terminate
upon the earlier to occur, if any, of (i) the agreement of the Fund and M.CAM
that it is in their mutual best interests to terminate said agreement with AMPEX
based upon the Fund's then current ownership of the equity of Ampex and the
other provisions of this Agreement or (ii) the date upon which the Fund first
acquires seventy-five per cent (75%) of the outstanding equity of Ampex.
In addition to the fees that may be payable to M.CAM under this Agreement, Fund
agrees to reimburse M.CAM, upon request made from time to time, for its
reasonable documented and directly applicable out-of-pocket travel related
expenses incurred in connection with the services rendered by M.CAM hereunder.
Fund acknowledges that it may be necessary to retain legal counsel or accounting
services in connection with achieving the objectives of increasing the value of
its Ampex holdings and agrees that such engagement and the payment of the
related fees shall be the responsibility of Fund. No such legal counsel or
accountants shall be retained without the prior approval of Fund.
In the event that Fund or its management receives an inquiry concerning a
potential Transaction, they will, subject to any legal or regulatory
restrictions, timely keep M.CAM informed of such inquiry, in order that M.CAM
can assess such inquiry and assist Fund in connection with such inquiry.
Subject to any legal or regulatory restrictions, Fund will furnish or cause to
be furnished to M.CAM such information as appropriate to its assignment (all
such information so furnished being the "Information"). Fund recognizes and
confirms that M.CAM (a) will use and rely primarily on the Information and on
information available from generally recognized public sources in performing the
services contemplated by this Agreement without having independently verified
the same, (b) does not assume responsibility for the accuracy or completeness of
the Information and such other information, and (c) is entitled to rely upon the
Information without independent verification.
Except as contemplated by the terms hereof or as required by applicable law or
legal process, each of the parties hereto shall keep confidential all material
non-public information provided to it by or at the request of the other party,
and shall not disclose such information or the subject matter of this Agreement
to any third party or to any of its employees or advisors except to those
persons who have a need to know such information in connection with such party's
performance of its responsibilities hereunder.
In the event that confidential information belonging to Fund is stored
electronically on M.CAM's computer systems, M.CAM shall not be liable for any
damages resulting from unauthorized access, misuse or alteration of such
information by persons not acting on its behalf, provided that M.CAM exercises
the same degree of care in protecting the confidentiality of, and in preventing
unauthorized access to, Fund information that it exercises with regard to its
own most sensitive proprietary information.
Except as required by applicable law, any advice to be provided by M.CAM under
this Agreement shall not be disclosed publicly or made available to third
parties without the prior consent of M.CAM which shall not be unreasonably
withheld. In addition, except as required by applicable law, M.CAM may not be
publicly referred to by Fund in any public filing, press release or any other
disclosure without its prior consent, which shall not be unreasonably withheld.
M.CAM acknowledges that its retention by Fund may be required to be disclosed in
a public filing, press release or other disclosure. Consequently, in such event
M.CAM agrees to promptly respond to any of Fund's requests to refer to M.CAM in
a public filing or similar disclosure or any such requests to disclose to third
parties certain analyses that M.CAM may perform under this Agreement. All
services, advice and information and reports provided by M.CAM to Fund in
connection with this assignment shall be for the sole benefit of Fund and shall
not be relied upon by any other person. The parties acknowledge and agree that
no third party is intended to benefit from this Agreement.
In the event that M.CAM is requested or authorized by Fund or required by
government regulation, subpoena, or other legal process to produce documents, or
to make its current or former personnel available as witnesses at deposition or
trial, arising as a result of or in connection with M.CAM's engagement for Fund,
Fund will pay M.CAM's reasonable third-party legal fees and expenses in
responding to such a request. Nothing in this paragraph shall affect in any way
Fund's obligations pursuant to the separate indemnification agreement attached
hereto. Fund acknowledges and agrees that M.CAM has been retained to act solely
as exclusive advisor to Fund in connection with this Engagement. In such
capacity, M.CAM shall act as an independent contractor, and any duties of M.CAM
arising out of its engagement pursuant to this Agreement shall be owed solely to
Fund. Because M.CAM will be acting on Fund's behalf in this capacity, it is
customary for M.CAM to receive indemnification. The indemnification agreement
attached hereto as Attachment "A" is hereby incorporated herein by this
reference.
M.CAM's engagement hereunder may be terminated upon 10 days' written notice.
Notwithstanding the foregoing, in the event that M.CAM's services are terminated
other than for cause prior to the second anniversary date hereof, then M.CAM
shall be entitled to an early termination fee equal to $20,000 multiplied times
the number of months remaining between the date of termination and 24 months
from the date hereof; provided, however, Fund shall have the right to terminate
this Agreement without such early termination fee at such time as Fund sells all
of its equity in Ampex. In any event, notwithstanding anything to the contrary
herein, in the event of the termination of this Agreement by either party for
any reason, Fund shall pay M.CAM any fees then earned and not yet paid, any
expenses incurred by M.CAM prior to termination and properly reimbursable
pursuant to the terms of this Agreement and the Value Enhancement Fee as and
when due pursuant to the terms hereof. Additionally, the parties agree that
provisions relating to confidentiality and non-publicity, the status of M.CAM as
an independent contractor, the limitation on to whom M.CAM shall owe any duties
and waivers of the right to trial by jury will survive any such termination, and
any such termination shall not affect Fund's obligations under the
indemnification agreement attached as Attachment A.
M.CAM agrees to indemnify and hold Fund and its officers, directors, employees,
managers, and agents (collectively, "Indemnified Fund Party") harmless from and
against any and all claims, causes of action, liability, judgments, damages,
fines and/or expenses (including reasonable attorneys' fees and costs) suffered
by, or threatened against, an Indemnified Fund Party arising out of, or in
connection with any allegation that M.CAM has violated any state or federal
securities laws or regulations related to the trading of Ampex's stock, except
to the extent that any of the above are at the direction of or due to the
negligence or intentional acts of an Indemnified Fund Party. Fund agrees to
indemnify and hold M.CAM and its officers, directors, employees, managers, and
agents (collectively, "Indemnified M.CAM Party") harmless from and against any
and all claims, causes of action, liability, judgments, damages, fines and/or
expenses (including reasonable attorneys' fees and costs) suffered by, or
threatened against, an Indemnified M.CAM Party arising out of, or in connection
with any allegation that Fund has violated any state or federal securities laws
or regulations related to the trading of Ampex's stock, except to the extent
that any of the above are at the direction of or due to the negligence or
intentional acts of an Indemnified M.CAM Party.
Fund does not appear on the Specially Designated Nationals and Blocked Persons
List of the Office of Foreign Assets Control of the United States Department of
the Treasury, nor is it a prohibited party according to other U.S. government
regulatory or enforcement agencies.
Notwithstanding anything to the contrary provided elsewhere herein, none of the
provisions of this letter agreement shall in any way limit the activities of
M.CAM and its affiliates in its businesses distinct from the Engagement.
This Agreement (including the attached indemnification agreement) embodies the
entire agreement and understanding between the parties hereto and supersedes all
prior agreements and understandings relating to the subject matter hereof. If
any provision of this Agreement is determined to be invalid or unenforceable in
any respect, such determination will not affect or impair such provision or the
remaining provisions of this Agreement in any other respect, which will remain
in full force and effect. No waiver, amendment or other modification of this
Agreement shall be effective unless in writing and signed by each party to be
bound thereby. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York applicable to contracts executed in and
to be performed in that state.
The parties hereto agree that any action or proceeding based hereon or arising
out of M.CAM's engagement hereunder shall be brought and maintained exclusively
in the courts of the State of California located in the cities of San Francisco
or Los Angeles or in the United States District Courts located in the cities of
San Francisco or Los Angeles. The parties hereto irrevocably submit to the
jurisdiction of the courts of the State of California located in the cities of
San Francisco or Los Angeles and the United States District Courts located in
the cities of San Francisco or Los Angeles and appellate courts from any thereof
for the purpose of any action or proceeding based hereon or arising out of
M.CAM's engagement hereunder and irrevocably agree to be bound by any judgment
rendered thereby in connection with such action or proceedings. The parties
hereto irrevocably waive, to the fullest extent permitted by law, any objection
they may have or hereafter may have to the laying of venue of any such action or
proceeding brought in any such court referred to above and any claim that such
action or proceeding has been brought in an inconvenient forum and agree not to
plead or claim the same.
The provisions hereof shall inure to the benefit of and be binding upon the
successors and assigns of Fund, M.CAM and any person entitled to be indemnified
hereunder or under the indemnification agreement attached hereto as Attachment
A; provided, however, that neither party may assign this Agreement or its
obligations hereunder to another person or entity without the prior written
consent of the other party hereto.
Any rights to trial by jury with respect to any claim or proceeding related to,
or arising out of, this Agreement, engagement or any transaction or conduct in
connection herewith, is waived.
Please confirm that the foregoing correctly sets forth our agreement by signing
and returning to M.CAM the duplicate copy of this Agreement and the
indemnification agreement attached hereto as Attachment A.
Very truly yours,
M.CAM, INC.
By: /s/ David E. Martin
--------------------------
David E. Martin
Chief Executive Officer
Accepted and Agreed
to as of the date first
written above:
VALUEVEST HIGH CONCENTRATION MASTER FUND, LTD.
By: /s/ Mark Bakar
-----------------------------------------
Mark Bakar, Director
By: /s/ Vijayabalan Murugesu
-----------------------------------------
Vijayabalan Murugesu, Director
By: /s/ David Sargison
-----------------------------------------
David Sargison, Director
Enclosure
ATTACHMENT A
February 1, 2006
M.CAM, Inc.
210 Ridge-McIntire Rd., Suite 300
Charlottesville, VA 22903
INDEMNIFICATION AGREEMENT
-------------------------
Gentlemen:
This letter will confirm that we have engaged M.CAM, Inc. ("M.CAM") to advise
and assist ValueVest High Concentration Mater Fund, Ltd. ("Fund") in connection
with the matters referred to in our letter of agreement dated as of February 1,
2006 (the "Engagement Letter"). In consideration of your agreement to act on our
behalf in connection with such matters, we agree to indemnify and hold harmless
you and your affiliates and your and their respective partners (both general and
limited), members, officers, directors, employees and agents and each other
person, if any, controlling you or any of your affiliates (you and each such
other person being an "Indemnified Party") from and against any losses, claims,
damages, expenses and liabilities whatsoever, whether they be joint or several,
related to, arising out of or in connection with the engagement (the
"Engagement") under the Engagement Letter and will reimburse each Indemnified
Party for all expenses (including reasonable and documented fees, expenses and
disbursements of counsel) as they are incurred in connection with investigating,
preparing, pursuing, defending or assisting in the defense of any action, claim,
suit, investigation or proceeding related to, arising out of or in connection
with the Engagement or this agreement, whether or not pending or threatened,
whether or not any Indemnified Party is a party, whether or not resulting in any
liability and whether or not such action, claim, suit, investigation or
proceeding is initiated or brought by us. We will not, however, be liable under
the foregoing indemnification provision for any losses, claims, damages or
liabilities (or expenses relating thereto) that are finally judicially
determined by a court of competent jurisdiction to have resulted from the bad
faith, gross negligence or willful misconduct of M.CAM. We also agree that no
Indemnified Party shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to us or our owners, parents, affiliates,
security holders or creditors for or in connection with the Engagement except
for any such liability for losses, claims, damages or liabilities incurred by us
that are finally judicially determined by a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of M.CAM.
If the indemnification provided for in the preceding paragraph is for any reason
(other than the bad faith, gross negligence or willful misconduct of M.CAM as
provided above) unavailable to an Indemnified Party in respect of any losses,
claims, damages or liabilities referred to herein, then, in lieu of indemnifying
such Indemnified Party hereunder, we shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities (and expenses relating thereto) in such proportion as is appropriate
to reflect not only the relative benefits received (or anticipated to be
received) by you, on the one hand, and us, on the other hand, from the
Engagement but also the relative fault of each of you and us, as well as any
other relevant equitable considerations; provided, however, to the extent
permitted by applicable law, in no event shall your aggregate contribution to
the amount paid or payable exceed the aggregate amount of fees actually received
by you under the Engagement Letter. For the purposes of this agreement, the
relative benefits to us and you of the Engagement shall be deemed to be in the
same proportion as (a) the net investment gain paid or contemplated to be paid
or received or contemplated to be received by us, our security holders and our
creditors in the transaction or transactions that are subject to the Engagement,
whether or not any such transaction is consummated, bears to (b) the fees paid
or to be paid to M.CAM under the Engagement Letter (excluding any amounts paid
as reimbursement of expenses).
Neither party to this agreement will, without the prior written consent of the
other party (which consent will not be unreasonably withheld), settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action, suit or proceeding in respect of which indemnification may be
sought hereunder (a "Judgment"), whether or not we or any Indemnified Party are
an actual or potential party to such claim, action, suit or proceeding. In the
event that we seek to settle or compromise or consent to the entry of any
Judgment, we agree that such settlement, compromise or consent (i) shall include
an unconditional release of M.CAM and each other Indemnified Party hereunder
from all liability arising out of such claim, action, suit or proceeding, (ii)
shall not include a statement as to, or an admission of, fault, culpability or a
failure to act by or on behalf of M.CAM or each other Indemnified Party, and
(iii) shall not impose any continuing obligations or restrictions on M.CAM or
each other Indemnified Party.
Promptly after receipt by an Indemnified Party of notice of any complaint or the
commencement of any action or proceeding with respect to which indemnification
is being sought hereunder, such person will notify us in writing of such
complaint or of the commencement of such action or proceeding, but failure to so
notify us will not relieve us from any liability which we may have hereunder or
otherwise, except to the extent that such failure materially prejudices our
rights. If we so elect or are requested by such Indemnified Party, we will
assume the defense of such action or proceeding, including the employment of
counsel reasonably satisfactory to M.CAM and the payment of the fees and
disbursements of such counsel.
In the event, however, such Indemnified Party reasonably determines in its
judgment that having common counsel would present such counsel with a conflict
of interest or if we fail to assume the defense of the action or proceeding in a
timely manner, then such Indemnified Party may employ separate counsel
reasonably satisfactory to us to represent or defend it in any such action or
proceeding and we will pay the fees and disbursements of such counsel; provided,
however, that we will not be required to pay the fees and disbursements of more
than one separate counsel for all Indemnified Parties in any jurisdiction in any
single action or proceeding. In any action or proceeding the defense of which we
assume, the Indemnified Party will have the right to participate in such
litigation and to retain its own counsel at such Indemnified Party's own
expense.
The foregoing reimbursement, indemnity and contribution obligations of ours
under this agreement shall be in addition to any rights that an Indemnified
Party may have at common law or otherwise, and shall be binding upon and inure
to the benefit of any successors, assigns, heirs and personal representatives of
ours and such Indemnified Party.
The provisions of this agreement shall apply to the Engagement, as well as any
additional engagement of M.CAM by us in connection with the matters which are
the subject of the Engagement, and any modification of the Engagement or
additional engagement and shall remain in full force and effect regardless of
any termination or the completion of your services under the Engagement Letter.
This agreement and the Engagement Letter shall be governed by and construed in
accordance with the laws of the state of California applicable to contracts
executed in and to be performed in that state.
Very truly yours,
VALUEVEST HIGH CONCENTRATION MASTER
FUND, LTD.
By: /s/ Mark Bakar
--------------------------------
Mark Bakar, Director
By: /s/ Vijayabalan Murugesu
--------------------------------
Vijayabalan Murugesu, Director
By: /s/ David Sargison
--------------------------------
David Sargison, Director
Accepted and Agreed
to as of the date first
written above:
M.CAM, INC.
By: /s/ David E. Martin
------------------------
David E. Martin
Chief Executive Officer
EXHIBIT I
Licensing stream securitization: M.CAM to attempt to perfect the interests in
the royalty streams that are current in Ampex and build a cash-backed
securitization This has an opportunity to infuse NPV working capital into Ampex
for strategic use in IP enforcement and could be pooled with 3rd party licensing
revenue for larger investment banking opportunity returns.
Immediate Notice: M.CAM to oversee and coordinate the sending of infringement
notice letters on both the Ampex patents as well as the operating code to all
existing licensees as well as the over 190 companies and entities identified as
currently encroaching on the Ampex portfolio. The near and long term intents
are:
o Capture greater value from existing licensees by migrating from a
patent-only model to a patent and copyright model;
o Build the basis for a transferable and poolable licensing consortia on
digital image capture, transmission, storage, and reconstruction (for
internal leverage or for partnership leverage with Kodak, Sony, Samsung,
etc.);
o Begin capturing revenue for non-aligned sector deployment; and,
o Construct a template for more assertive licensing value expectations with
licensees.
Company to pay a 10% commission on all renegotiated and re-priced licenses and a
25% commission on all new licenses from currently un-licensed principal patents.
Public Sector Realignment: An immediate review of all existing long-term
government contracts to assess their viability for migration to data format
homogenization services in addition to, or in lieu of, existing technology
supply contracts. Insofar as this exercise is successful, M.CAM would propose
taking an OS standard approach to building future value. Commissions would be
negotiated as above.
Teaming: M.CAM has identified and qualified one third party with whom it may be
able to create significant patent licensing pools. This third party has
considerable financial interest in parties known to, but not doing business with
Ampex. M.CAM proposes the immediate entrance into dialogue with this party to
arrange a licensing pool structure (with pari pasu revenue sharing) between the
parties. This licensing pool could roll into the securitization model above or
simply add cash flow to Ampex.
SK 23300 0001 720957