Michigan
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38-2191935
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(State or other jurisdiction
of
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(I.R.S.
Employer
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||
incorporation or
organization)
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Identification
No.)
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Large accelerated filer
o
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Accelerated filer o
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Non-accelerated filer
o
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Smaller reporting company
x
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Title
of Each Class
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Amount
to
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Proposed
Maximum
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Proposed
Maximum
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Amount
of
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of
Securities to be
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be
Registered (1)
|
Offering
Price Per
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Aggregate
Offering
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Registration
Fee
|
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Registered
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Unit
(2)
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Price
(2)
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|||
Common
Stock (3)
|
20,812,450
shares
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$0.25
& $0.195
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$4,818,112.50
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$190.00
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(1)
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Includes
an indeterminable number of additional shares of common stock, pursuant to
Rule 416 under the Securities Act, that may be issued to prevent dilution
resulting from stock splits, stock dividends or similar
transactions.
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(2)
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The
proposed maximum offering price per share was estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(c) and
Rule 457(o) under the Securities Act. The calculation is based upon the
per share conversion price of $0.25 for the convertible notes which are
convertible into the shares of common stock subject to this registration,
and upon the average of the bid and asked prices per share of $0.195 on
December 12, 2008, as quoted on the OTC Bulletin
Board.
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(3)
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This
Registration Statement covers the disposition by certain warrant holders
and note holders of up to 20,812,450 shares of common stock issuable upon
exercise of their warrants, which have a per share exercise price of
$0.001, and issuable upon conversion of their notes, which have a per
share conversion price of $0.25.
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Common
stock covered hereby
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20,812,450 shares.
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Terms
of the offering
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The
selling shareholders may, from time to time, sell, transfer or otherwise
dispose of any or all of the shares of common stock covered hereby or
interests in such shares of common stock on any stock exchange, market or
trading facility on which the shares are traded or in private
transactions. These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to the
prevailing market price, at varying prices determined at the time of sale,
or at negotiated prices. See “Plan of Distribution”.
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Use
of proceeds
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We
will not receive any proceeds from the disposition of the common stock or
interests therein by the selling shareholders. We may, however, receive up
to $380,600.50 in connection with the exercise of the warrants which are
exercisable for common stock. Please see the section of this prospectus
entitled “Use of Proceeds” for more information.
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OTC
Bulletin Board symbol for our common stock
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INVI
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Statement of Operations
Data
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Year Ended December 31,
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|||||||
2007
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2006
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|||||||
Net
Revenue
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$ | 1,151 | $ | 835 | ||||
Gross
Margin
|
256 | 94 | ||||||
Operating
Loss
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(2,825 | ) | (3,023 | ) | ||||
Net
Loss
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(3,041 | ) | (2,974 | ) |
Balance Sheet Data
|
At December 31,
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|||||||
2007
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2006
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|||||||
Current
Assets
|
$ | 448 | $ | 578 | ||||
Total
Assets
|
698 | 881 | ||||||
Current
Liabilities
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4,033 | 923 | ||||||
Long
Term Debt
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0 | 378 | ||||||
Stockholders’
Deficit
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(3,335 | ) | (420 | ) |
•
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E-Paper;
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|
•
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Micro
ElectroMechanical Systems (MEMS); and
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|
•
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Organic
Light Emitting Diode (OLED).
|
•
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failure
of our technology;
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|
•
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failure
of technology of third parties; and
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|
•
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our
failure to design, maintain and service our products
properly.
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•
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patents;
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•
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trade
secrets;
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|
•
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procedures
related to confidentiality;
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|
•
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contractual
provisions;
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•
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unpatented
proprietary know-how; and
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•
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continuing
technological innovation.
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•
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our
CEO, Charles J. Drake;
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|
•
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our
President, Mark R. Doede;
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|
•
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our
Chief Technical Officer, Andrew Blowers; and
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|
•
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our
product development and engineering staff.
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•
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expanded
customer services and support;
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|
•
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increased
personnel throughout the Company;
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|
•
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expanded
operational and financial systems; and
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|
•
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implementation
of additional control procedures.
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•
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continue
to improve our operations;
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|
•
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improve
our financial and management information systems; and
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•
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train,
motivate and manage our employees.
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•
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absence
of meaningful earnings;
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•
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relatively
thin trading market for our common stock, which causes trades of small
blocks of stock to have a significant impact on our stock
price;
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|
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•
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announcements
by us or our competitors of new products, significant contracts,
acquisitions or strategic relationships;
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•
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general
volatility in recent years of the stock markets, especially the markets
for technology-related stocks; and
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•
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investor
sentiment regarding equity markets generally, including publicperception
of corporate ethics and governance and the accuracy and transparency of
financial reporting.
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•
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our
ability to develop commercially viable products;
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•
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our
ability to control costs;
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•
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the
development of viable markets for our products;
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•
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development
of our sales force;
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•
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successful
adoption of our products and services;
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•
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managerial
execution;
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•
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employee
retention;
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•
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our
ability to protect our intellectual property;
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•
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competition;
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•
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release
of new and upgraded products and services by us or our
competitors;
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•
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changes
within our industries;
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•
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our
possible future need for additional capital;
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•
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changes
in accounting policies or practices;
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•
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legal
and regulatory issues; and
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•
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general
economic conditions.
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Name
of Shareholder
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Number
of Shares
Owned
Prior
to
Offering
(1)
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Number
of
Shares
Being
Offered
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Number
of Shares
Owned
After
Offering (2)
|
Percentage
of
Shares
Owned After
Offering
(2)
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Special
Situations Technology Fund, L.P. (3)
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528,525
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204,325
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324,200
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0.6%
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Special
Situations Technology Fund II, L.P. (3)
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3,252,935
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1,255,135
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1,997,800
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3.9%
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Special
Situations Cayman Fund, L.P. (3)
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1,769,689
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681,081
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1,088,608
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2.1%
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Special
Situations Private Equity Fund, L.P. (3)
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3,784,347
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1,459,459
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2,324,888
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4.5%
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Bonanza
Master Fund Ltd.
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7,995,600
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3,000,000
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4,995,600
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9.7%
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SRB
Greenway Capital, L.P. (4)
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85,200
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42,600
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42,600
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*
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SRB
Greenway Offshore Operating Fund, L.P. (4)
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54,500
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27,250
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27,250
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*
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SRB
Greenway Capital (QP), L.P. (4)
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610,300
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305,150
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305,150
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*
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Kircher
Family Trust dtd 03/24/04
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50,000
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25,000
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25,000
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*
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Name
of Shareholder
|
Number
of Shares
Owned
Prior
to Offering (1)
|
Number
of
Shares
Being
Offered
|
Number
of Shares
Owned
After
Offering (2)
|
Percentage
of
Shares
Owned After
Offering
(2)
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John
N. Hunter, Industrial Boxboard Corporation Profit Sharing Plan and
Trust
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8,398,051
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5,930,615
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2,467,436
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4.8%
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John
R. Kiely, III
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2,368,269
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156,281
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2,211,988
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4.3%
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John
R. Kiely, III, Trustee, John R. Kiely, III Trust dated May 22,
2007
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2,626,405
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2,626,405
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0
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*
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John
R. Kiely, III, Trustee, John R. and Margaret Lee Kiely
Revocable Trust
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3,860,547
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2,454,170
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1,406,377
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2.7%
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Maria
P. Kiely, IRA
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113,000
|
56,500
|
56,500
|
*
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Michael
H. Kiely
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1,415,165
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1,281,952
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133,213
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*
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Michael
H. Kiely, IRA
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113,000
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56,500
|
56,500
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*
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Max
Coon (5)
|
757,265
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503,452
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253,813
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0.5%
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Maxco,
Inc. (5)
|
3,156,758
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746,575
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2,410,183
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4.7%
|
*
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Less than
1%.
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(1)
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Assumes
the exercise and conversion in full of the warrants and convertible notes
relating to the shares of common stock to which this prospectus relates
and the waiver of any disclaimers of beneficial ownership of any shares of
our common stock as provided for in the warrants and convertible
notes.
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(2)
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Assumes
the sale of all of the shares of common stock offered by each selling
shareholder. The selling shareholders may sell all, some or none of their
shares in this offering. See “Plan of Distribution.”
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(3)
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AWM
Investment Company, Inc. (“AWM”) is the general partner of and investment
adviser to the Special Situations Cayman Fund, L.P. and the investment
adviser to the Special Situations Technology Fund, L.P., the Special
Situations Technology Fund II, L.P. and the Special Situations Private
Equity Fund, L.P. Austin W. Marxe and David M. Greenhouse are
the principal owners of AWM. Through their control of AWM,
Messrs. Marxe and Greenhouse share voting and investment control over the
portfolio securities of each of the funds listed above.
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(4)
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BC
Advisors, LLC (“BCA”) is the general partner of SRB Management, L.P. (“SRB
Management”). SRB Management is the general partner of SRB
Greenway Capital, L.P., SRB Greenway Capital (Q.P.), L.P. and SRB Greenway
Offshore Operating Fund, L.P.. Steven R. Becker is the sole principal of
BCA. Through his control of BCA, Mr. Becker possesses sole
voting and investment control over the portfolio securities of each of the
funds listed above.
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(5)
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Mr.
Coon is a Director, Secretary and Vice Chairman of our Board of Directors
and is also President and Chairman of the Board of Directors of Maxco,
Inc.
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•
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Our
Annual Report on Form 10K-SB for the year ended December 31, 2007 filed on
March 31, 2008;
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•
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008
filed on May 15, 2008;
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•
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008
filed on August 14, 2008;
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•
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2008 filed on November 14,
2008;
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•
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Our
Current Report on Form 8-K filed on September 18,
2008;
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•
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Our
Current Report on Form 8-K filed on September 30, 2008;
and
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•
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Our
Post-Effective Amendment No. 3 to Form S-1 filed on April 18, 2008, to the
extent that such filing describes our common stock that is being
registered under this Registration
Statement.
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ITEM
14. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
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Expense
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Amount
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|||
SEC
registration fee
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$
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190
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||
Printing
expenses
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$
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|||
Legal
fees and expenses
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$
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|||
Accounting
fees and expenses
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$
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Miscellaneous
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$
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|||
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||||
Total
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$
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ITEM
15. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
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ITEM
16. EXHIBITS
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1
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N/A
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2
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N/A
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4.1
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Form
of Fourth Amended Note and Warrant Purchase Agreement including Form of
Integral Vision, Inc. Class 3 Note (filed as Exhibit 4.8 to registrant’s
Form 10-K for the year ended December 31, 2003, SEC file 0-12728, and
incorporated herein by reference).
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4.2
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Securities
Purchase Agreement, Effective April 12, 2005 (filed as Exhibit 4.(A) to
registrant’s Form 8-K filed April 14, 2005, SEC file 0-12728, and
incorporated herein by reference).
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4.3
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Form
of Consent to Modifications dated November 14, 2006 modifying the terms of
the Fourth Amended Note and Warrant Purchase Agreement including Form of
Integral Vision, Inc. Class 2 Warrant (filed as Exhibit 4.9 to
registrant’s Form 10-Q for the quarter ended September 30, 2006, SEC file
0-12728, and incorporated herein by reference).
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4.4
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Form
of Consent to Modifications dated August 13, 2007 modifying the terms of
the Fourth Amended Note and Warrant Purchase Agreement (filed as Exhibit
4.4 to registrant’s Form 10-QSB for the quarter ended June 30, 2007, SEC
file 0-12728, and incorporated herein by
reference).
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4.5
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Form
of Consent to Modifications dated October 10, 2007 modifying the terms of
the Fourth Amended Note and Warrant Purchase Agreement (filed as Exhibit
4.6 to registrant’s Form 10-QSB for the quarter ended September 30, 2007,
SEC file 0-12728, and incorporated herein by
reference).
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4.6
|
Form
of Consent to Modifications dated January 18, 2008 modifying the terms of
the Fourth Amended Note and Warrant Purchase Agreement (filed as Exhibit
4.6 to registrant’s Form 10-K for the year ended December 31, 2007, SEC
file 0-12728, and incorporated herein by reference).
|
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4.7
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Form
of Amended Collateral Assignment of Proprietary Rights dated March 5, 2008
(filed as Exhibit 4.7 to registrant’s Form 10-K for the year ended
December 31, 2007, SEC file 0-12728, and incorporated herein by
reference).
|
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4.8
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Form
of Amended Security Agreement dated March 6, 2008 (filed as Exhibit 4.8 to
registrant’s Form 10-K for the year ended December 31, 2007, SEC file
0-12728, and incorporated herein by reference).
|
|
4.9
|
Form
of Consent to Amend and Replace Agreements dated March 12, 2008 (filed as
Exhibit 4.9 to registrant’s Form 10-K for the year ended December 31,
2007, SEC file 0-12728, and incorporated herein by
reference).
|
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4.10
|
Form
of Fifth Amended and Restated Note and Warrant Purchase Agreement (filed
as Exhibit 4.10 to registrant’s Form 10-K for the year ended December 31,
2007, SEC file 0-12728, and incorporated herein by
reference).
|
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4.11
|
Waiver
and Amendment Agreement, effective September 15, 2008, and the
Registration Rights Agreement and common stock Warrants, made a part
thereof, among the respective parties thereto (filed as Exhibit 4.1 to
registrant’s Form 8-K filed September 18, 2008, SEC file 0-12728, and
incorporated herein by reference).
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5.
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Opinion
of J.M. Warren Law Offices, P.C.
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8.
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N/A
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12.
|
N/A
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15.
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N/A
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23.1
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Consent
of J.M. Warren Law Offices, P.C. (included in Exhibit
5).
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23.2
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Consent
of Rehmann Robson, independent registered public accounting
firm.
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24
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Power
of Attorney (filed as part of registrant’s Form SB-2 filed June 9, 2005,
SEC file 333-125669, and incorporated herein by
reference).
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25.
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N/A
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26.
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N/A
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99.
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N/A
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ITEM
17. UNDERTAKINGS.
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INTEGRAL
VISION, INC.
|
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By:
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/S/ Mark
R. Doede
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|
Mark
R. Doede
President
|
Signatures
|
Title
|
|
/S/ Charles
J. Drake
Charles
J. Drake
|
Chairman
of the Board, Chief
Executive
Officer and a Director
(Principal
Executive Officer)
|
|
/S/ Mark
R. Doede
Mark
R. Doede
|
President,
Chief Operating Officer and
Chief
Financial Officer
(Principal
Financial Officer and
Principal
Accounting Officer)
|
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/S/ Max
A. Coon
Max
A. Coon
|
Director
|
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/S/ Vincent
Shunsky
Vincent
Shunsky
|
Director
|
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/S/ William
B. Wallace
William
B. Wallace
|
Director
|
|