



                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (date of earliest event reported) February 15, 2000



                       ADVANCED MACHINE VISION CORPORATION
             (Exact name of registrant as specified in its charter)


                                   California
                 (State or other jurisdiction of incorporation)


                 0-20097                                   33-0256103
        (Commission File Number)               (IRS Employer Identification No.)

        3709 Citation Way #102
            Medford, Oregon                                  97504
(Address of principal executive offices)                   (Zip Code)


                                  541-776-7700
              (Registrant's telephone number, including area code)



                            Total Number of Pages: 75


<PAGE>


Item 5.           Other Events
                  ------------

                  Effective   February  15,  2000,   Advanced   Machine   Vision
                  Corporation ("AMVC" or the "Company") and Key Technology, Inc.
                  ("Key")  entered  into an  Agreement  and Plan of  Merger,  as
                  amended (the "Merger Agreement") by and among the Company, Key
                  and KTC Acquisition Corp.  ("KTC"), a wholly-owned  subsidiary
                  of Key,  providing  for the  merger of KTC with and into AMVC,
                  with  AMVC  as  the  surviving   corporation  (the  "Merger").
                  Following  the  Merger,   AMVC  will  become  a   wholly-owned
                  subsidiary of Key.

                  Under the terms of the Merger Agreement, a holder of one share
                  of AMVC common stock would receive:

                  *     $1.00 per share in cash, plus

                  *     one share of Key  convertible  preferred  stock for each
                        ten (10) shares of AMVC  common  stock,  redeemable  for
                        $1.00 in cash for each AMVC common  share any time after
                        two  years,  or  convertible  at any time  into 2/3 of a
                        share of Key  common  stock for each ten (10)  shares of
                        AMVC common stock, plus

                  *     a  five-year  warrant  to  purchase  Key  common  stock,
                        redeemable  at any time  for $.25 in cash for each  AMVC
                        common share, or which can be exercised to purchase .025
                        shares of Key common  stock per AMVC common  share at an
                        exercise price of $15.00 per share of Key common stock.

                  For  example,  a holder of 1,000  shares of AMVC common  stock
                  will receive:

                  1.    $1,000.00 in cash ($1.00 per AMVC share).

                  2.    100 shares of Key  convertible  preferred stock that can
                        be resold to Key after 24 months for  $1,000.00  ($10.00
                        per  Key  share  or  $1.00  per  AMVC  share).  The  100
                        preferred  shares can be converted into 67 shares of Key
                        common stock at any time.

                  3.    100 warrants to purchase Key common stock.  Each warrant
                        can be resold to Key for $2.50  at  any  time ($.25  per
                        AMVC share). The 100 warrants entitle the holder to
                        purchase 25 shares of Key common stock at $15.00 per
                        share.

                  Each share of AMVC Series B Preferred  Stock will convert into
                  the right to receive $22.00 per share in cash.

                  The Merger is  subject  to  approval  of the  issuance  of Key
                  shares by holders  representing  a majority  of the Key common
                  shares  present in person or represented by proxy at a special
                  meeting  of Key  shareholders,  and  approval  of  the  Merger
                  Agreement by the holders of a majority of the outstanding AMVC
                  common stock and a majority of the outstanding  AMVC preferred
                  stock at a special meeting of AMVC shareholders.  Accordingly,
                  the  Merger is  subject to the  approval  of FMC  Corporation,
                  holder of all the  outstanding  preferred  stock of AMVC.  The
                  Company  and Key  intend  to  hold  their  respective  special
                  shareholder  meetings in May 2000.  The Merger also is subject
                  to   customary   closing   conditions,    including,   without
                  limitation,  the making of all necessary  governmental filings
                  and the effectiveness of a registration  statement to be filed
                  with the  Securities and Exchange  Commission  with respect to
                  the Key shares and warrants to be issued in the Merger.

                  Under certain circumstances,  either the Company or Key may be
                  required to pay a  termination  fee of up to $2,000,000 if the
                  Merger Agreement is terminated.

                  In the event the holder of the Series B  Preferred  Stock does
                  not  approve  the  merger,   and  subject  to  certain   other
                  conditions,  Key has agreed to commence a tender offer for all
                  of AMVC's common stock for the same consideration as set forth
                  in the merger agreement.

                  The Company's  common shares are quoted on the Nasdaq National
                  Market under the trading  symbol  "AMVC."  Key's common shares
                  are quoted on the Nasdaq  National  Market  under the  trading
                  symbol "KTEC."

                  The Merger Agreement and the Company's press release issued to
                  announce the Merger are filed as exhibits to this report.  The
                  description of the Merger Agreement herein does not purport to
                  be complete and is qualified in its entirety by the provisions
                  of the Agreement.

Item 7.           Financial Statements and Exhibits
                  ---------------------------------

                  (c)      Exhibits

                  2.1      Agreement and Plan of Merger by and among Key, KTC
                           and the Company dated February 15, 2000, as amended
                           February 29, 2000.

                  2.2      Agreement regarding Tender Offer between Key and the
                           Company dated February 15, 2000, as amended February
                           29, 2000.

                  99.1     Advanced Machine Vision Corporation Press Release
                           issued February 15, 2000.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                        ADVANCED MACHINE VISION CORPORATION



Date:  March 10, 2000                   By:     /s/ Alan R. Steel
                                           ---------------------------
                                           Vice President, Finance and
                                             Chief Financial Officer


<PAGE>


                                  Exhibit Index


Exhibit No.             Description
-----------             -----------

    2.1                 Agreement and Plan of Merger by and among Key, KTC and
                        the Company dated February 15, 2000, as amended
                        February 29, 2000.

    2.2                 Agreement regarding Tender Offer between Key and the
                        Company dated February 15, 2000, as amended February 29,
                        2000.

    99.1                Advanced Machine Vision Corporation Press Release issued
                        February 15, 2000.

