x
|
Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the fiscal year ended December 31, 2009.
|
¨
|
Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the transition period from ________ to _______.
|
Michigan
|
38-2191935
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
49113
Wixom Tech Drive, Wixom, Michigan
|
48393
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s telephone number,
including area
code: (248)
668-9230
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨ (Do
not check if a smaller reporting company)
|
Smaller
reporting company þ
|
2008
|
2009
|
|||||||||||||||||||||||||||||||
Mar 31
|
Jun 30
|
Sept 30
|
Dec 31
|
Mar 31
|
Jun 30
|
Sept 30
|
Dec 31
|
|||||||||||||||||||||||||
High
|
$ | 0.35 | $ | 0.40 | $ | 0.55 | $ | 0.54 | $ | 0.18 | $ | 0.18 | $ | 0.15 | $ | 0.09 | ||||||||||||||||
Low
|
0.09 | 0.14 | 0.21 | 0.12 | 0.10 | 0.06 | 0.05 | 0.04 |
Equity Compensation Plan
Information
|
||||||||||||
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights
|
Weighted-average
exercise price of
outstanding
options, warrants,
and rights
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
|
|||||||||
(a)
|
(b)
|
c
|
||||||||||
Equity
compensation plans approved by security holders
|
3,785,000 | $ | 0.23 | 3,717,000 |
Present
Position with the
|
||||||
Company
and Principal
|
Served
as
|
|||||
Name
|
Occupation
|
Age
|
Director Since
|
|||
Max
A. Coon
|
Secretary
and
|
75
|
1978
|
|||
Vice
Chairman of the
|
||||||
Board
of Integral Vision, Inc.;
|
||||||
President
and Chairman
|
||||||
of
the Board of Maxco, Inc.
|
||||||
Charles
J. Drake
|
Chairman
of the Board
|
69
|
1978
|
|||
and
Chief Executive Officer
|
||||||
of
Integral Vision, Inc.
|
||||||
Vincent
Shunsky
|
Treasurer
and Director
|
61
|
1978
|
|||
of
Integral Vision, Inc.;
|
||||||
William
B. Wallace
|
Director
of Integral Vision,
|
65
|
1990
|
|||
Inc.;
Senior Managing Director
|
||||||
of
Equity Partners Ltd.,
|
||||||
a
West Bloomfield, Michigan based
|
||||||
private
investment banking firm
|
||||||
Mark
R. Doede
|
Director,
President, Chief Operating
|
52
|
N/A
|
|||
Officer,
and Chief Financial Officer
|
||||||
|
of
Integral Vision, Inc.
|
|
|
Present
Position with the
|
||||||
Company
and Principal
|
Served
as
|
|||||
Name
|
Occupation
|
Age
|
Officer Since
|
|||
Charles
J. Drake
|
Chairman
of the Board
|
69
|
1978
|
|||
and
Chief Executive Officer
|
||||||
of
Integral Vision, Inc.
|
||||||
Mark
R. Doede
|
President,
Chief Operating
|
52
|
1989
|
|||
Officer
and Chief Financial
|
||||||
Officer
of Integral Vision, Inc.
|
||||||
Jeffery
Becker
|
Senior
Vice President
|
48
|
2007
|
|||
of
Integral Vision, Inc.
|
||||||
Andrew
Blowers
|
Chief
Technical Officer
|
42
|
2002
|
|||
of
Integral Vision, Inc.
|
||||||
Paul
M. Zink
|
Vice
President of Applications
|
44
|
2007
|
|||
Engineering
of Integral Vision, Inc.
|
||||||
Max
A. Coon
|
Secretary
and
|
75
|
1978
|
|||
Vice
Chairman of the
|
||||||
Board
of Integral Vision, Inc.;
|
||||||
President
and Chairman
|
||||||
of
the Board of Maxco, Inc.
|
||||||
Vincent
Shunsky
|
Treasurer
and Director of
|
61
|
1978
|
|||
|
Integral
Vision, Inc.
|
|
|
-
|
Support
the achievement of desired Company
performance.
|
|
-
|
Provide
compensation that will attract and retain superior talent and reward
performance.
|
|
-
|
Align
the executive officers' interests with the success of the Company by
placing a portion of pay at risk, with payout dependent upon corporate
performance, and through the granting of equity
incentives.
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock
Awards ($)
|
Option
Awards ($)1
|
All Other
Compensation ($)
|
Total
|
|||||||||||||||||||
Charles
J. Drake
|
2009
|
160,000 | 80,000 | 15,410 |
3
|
255,410 | ||||||||||||||||||||
Chief
Executive Officer
|
2008
|
160,000 | 80,000 | 300,000 | 168,216 | 18,113 |
3
|
726,329 | ||||||||||||||||||
Mark
R. Doede
|
2009
|
120,000 | 36,000 | 18,560 | 13,265 |
4
|
187,825 | |||||||||||||||||||
President
& Chief Operating Officer
|
2008
|
120,000 | 36,000 | 55,200 | 40,453 | 15,592 |
4
|
267,245 | ||||||||||||||||||
Jeffery
J. Becker
|
2009
|
126,534 |
2
|
12,000 | 10,865 |
5
|
149,401 | |||||||||||||||||||
Senior
Vice President
|
2008
|
104,665 |
2
|
12,000 | 85,531 | 10,384 |
5
|
212,582 |
Grants of Plan Based Awards during Fiscal Year 2008
|
||||||||||||||||||||||
Name
|
Grant Date
|
Estimated Future
Payout Target (#)
|
Stock Award
|
Stock Options
|
Option Exercise
Price ($)
|
Grant Date Fair
Value ($)
|
||||||||||||||||
Mark
R. Doede
|
1/1/2009
|
1 | 116,000 |
2
|
- | - | - | 18,560 |
Option
Awards
|
Stock
Awards
|
||||||||||||||||||||
Number of Securities Underlying
Unexercised Options at FY-End (#)
|
Equity Incentive Plan
Awards
|
||||||||||||||||||||
Name
|
Exercisable
|
Unexercisable
|
Option Exercise
Price ($)
|
Option Expiration
Date
|
Market
value of
unearned
shares ($)6
|
Number of
unearned
shares (#)
|
|||||||||||||||
Charles
J. Drake
|
500,000 | 0.17 |
5/15/2018
|
37,000 |
7
|
1,000,000 | |||||||||||||||
500,000 | 0.30 |
9/16/2018
|
|||||||||||||||||||
Mark
R. Doede
|
50,000 | 0.13 |
8/1/2011
|
11,100 |
7
|
300,000 | |||||||||||||||
50,000 | 0.24 |
3/12/2012
|
|||||||||||||||||||
40,000 | 0.15 |
5/7/2013
|
|||||||||||||||||||
33,000 | 0.13 |
1/20/2018
|
|||||||||||||||||||
117,500 | 117,500 | 0.26 |
4
|
2/14/2018
|
|||||||||||||||||
50,000 | 50,000 | 0.15 |
3
|
4/3/2018
|
|||||||||||||||||
116,000 | 0.17 |
5/15/2018
|
|||||||||||||||||||
Jeffery
J. Becker
|
33,000 | 0.13 |
1/20/2018
|
||||||||||||||||||
65,000 | 65,000 | 0.26 |
1
|
2/14/2018
|
|||||||||||||||||
57,000 | 0.22 |
4/30/2018
|
|||||||||||||||||||
90,000 | 0.17 |
5/15/2018
|
Name
|
Fees
Earned ($)
|
|||
Vincent
Shunsky
|
7,200 | |||
William
Wallace
|
11,400 |
Number of common
shares to be issued on
exercise of outstanding
options
|
Weighted average
exercise price of
outstanding options
|
Number of common shares
remaining available for future
issuance under equity
compensation plans
|
||||||||||
Equity
compensation plans approved by share holders
|
3,785,000 | $ | 0.24 | 3,717,000 |
Amount and Nature of Beneficial Ownership
|
||||||||||
Name and Address
|
Amount and Nature of
|
Percent of
|
||||||||
of Beneficial Owner
|
Type of Class
|
Beneficial Ownership
|
Class
|
|||||||
Austin
W. Marxe
|
Common
Stock
|
5,759,841 | 15.18 | % | ||||||
David
M. Geenhouse (1)
|
||||||||||
153
East 53rd Street, 55th Floor
|
||||||||||
New
York, NY 10022
|
||||||||||
Bonanza
Master Fund, LTD (2)
|
Common
Stock
|
4,970,600 | 14.48 | % | ||||||
300
Crescent Court, Suite 1740
|
||||||||||
Dallas,
TX 75201
|
||||||||||
J.
N. Hunter (3)
|
Common
Stock
|
8,725,579 | 21.67 | % | ||||||
Industrial
Boxboard Corporation
|
||||||||||
2249
Davis Court
|
||||||||||
Hayward,
CA 94545
|
||||||||||
John
R. Kiely, III (4)
|
Common
Stock
|
9,142,170 | 22.88 | % | ||||||
17817
Davis Road
|
||||||||||
Dundee,
MI 48131
|
||||||||||
Charles
J. Drake (5)
|
Common
Stock
|
4,445,803 | 12.58 | % | ||||||
Max
A. Coon (6)
|
Common
Stock
|
1,727,173 | 4.92 | % | ||||||
Mark
R. Doede (7)
|
Common
Stock
|
965,500 | 2.76 | % | ||||||
Jeffery
B. Becker (8)
|
Common
Stock
|
591,200 | 1.69 | % | ||||||
Andrew
Blowers (9)
|
Common
Stock
|
863,050 | 2.55 | % | ||||||
Paul
M. Zink (10)
|
Common
Stock
|
511,800 | 1.47 | % | ||||||
Vincent
Shunsky (11)
|
Common
Stock
|
24,253 | * | |||||||
William
B. Wallace
|
Common
Stock
|
0 | * | |||||||
All
Directors and Officers as a Group (12)
|
Common
Stock
|
9,163,779 | 23.71 | % |
|
*
Beneficial ownership does not exceed
1%.
|
(1)
|
Austin
W. Marxe and David M. Greenhouse are the principal owners of AWM, SSTA and
MG. AWM is the general partner of and investment adviser to the Special
Situations Cayman Fund, L.P. SSTA is the general partner of and investment
adviser to the Special Situations Technology Fund, L.P. and the Special
Situations Technology Fund II, L.P. MG is the general partner of and
investment adviser to the Special Situations Private Equity Fund, L.P.
Through their control of AWM, SSTA and MG, Messrs. Marxe and
Greenhouse share voting and investment control over the portfolio
securities of each of the funds listed below. The total beneficial
ownership of Messrs. Marxe and Greenhouse
includes:
|
(i)
|
105,000
shares of common stock and warrants for the purchase of 204,325 shares
which expire on September 15, 2013, held by Special Situations Technology
Fund, L.P.;
|
|
(ii)
|
645,000
shares of common stock and warrants for the purchase of 1,255,135 shares
which expire on September 15, 2013 held by Special Situations Technology
Fund II, L.P.;
|
|
(iii)
|
350,000
shares of commons stock and warrants for the purchase of 681,081 shares
which expire on September 15, 2013 held by Special Situations Cayman Fund,
L.P.;
|
|
(iv)
|
750,000
shares of common stock and warrants for the purchase of 1,459,459 shares
which expire on September 15, 2013 held by Special Situations Private
Equity Fund, L.P.; and
|
|
(v)
|
309,841
shares of common stock currently held by Special Situations Fund III QP,
L.P.
|
(2)
|
The
total beneficial ownership includes 4,970,600 shares of common stock
currently held but does not include warrants for the purchase of 3,000,000
shares which expire on September 15, 2013 and are subject to a 4.99%
blocker clause.
|
|
(3)
|
The
total beneficial ownership J.N. Hunter includes:
|
(i)
|
263,846
shares of common stock held directly by J.N. Hunter in the J.N. Hunter
IRA;
|
|
(ii)
|
187,846
shares held by the Industrial Boxboard Company, of which Mr. Hunter
and his spouse are the sole general partners;
|
|
(iii)
|
2,343,272
shares held by the Industrial Boxboard Corporation Profit Sharing Plan and
Trust, of which Mr. Hunter and his spouse are the sole
trustees;
|
|
(iv)
|
5,237,484
shares issuable upon the conversion of convertible notes held by the
Industrial Boxboard Corporation Profit Sharing Plan and Trust which mature
on July 1, 2010;
and
|
|
(v)
|
693,131
shares issuable upon the exercise of warrants held by the Industrial
Boxboard Corporation Profit Sharing Plan and Trust which expire September
15, 2012;
|
Shares
|
Issued
|
Expire
|
Type and Price
|
Blocker %
|
||||
432,567
|
1/8/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
4.90
|
||||
372,033
|
7/1/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
4.90
|
||||
400,707
|
1/1/10
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
4.90
|
||||
115,068
|
2/24/09
|
2/24/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
28,767
|
2/24/09
|
2/24/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
57,535
|
4/10/09
|
4/10/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
14,384
|
4/10/09
|
4/10/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
285,252
|
4/10/09
|
4/10/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
22,603
|
6/4/09
|
6/4/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
28,767
|
7/3/09
|
7/3/13
|
Warrant
@ $0.15 per share
|
4.90
|
||||
65,753
|
7/28/09
|
7/28/13
|
Warrant
@ $0.15 per share
|
4.90
|
||||
45,205
|
8/28/09
|
8/28/13
|
Warrant
@ $0.15 per share
|
4.90
|
||||
349,518
|
7/3/09
|
7/3/13
|
Warrant
@ $0.15 per share
|
4.90
|
||||
376,705
|
10/8/09
|
10/8/13
|
Warrant
@ $0.15 per share
|
4.90
|
||||
699,041
|
2/1/10
|
2/1/14
|
Warrant
@ $0.15 per share
|
4.90
|
||||
551.469
|
3/23/10
|
3/23/14
|
Warrant
@ $0.15 per share
|
4.90
|
(4)
|
The
total beneficial ownership for John R. Kiely, III
includes:
|
|
(i)
|
2,211,988
shares of common stock held
directly;
|
|
(ii)
|
156,281
shares of common stock issuable upon the exercise of warrants which expire
July 30, 2011 and are held
directly;
|
|
(iii)
|
2,622,032
shares of common stock issuable upon the conversion of convertible notes
which mature July 1, 2010 and are held by John R. Kiely, III in his
personal living trust;
|
|
(iv)
|
191,733
shares of common stock issuable upon the exercise of warrants which expire
January 2, 2012 and are held by John R. Kiely, III in his personal living
trust;
|
|
(v)
|
1,291,693
shares held by John R. and Margaret Lee Kiely Revocable Trust, of which
John R. Kiely, III is the sole
trustee;
|
|
(vi)
|
2,410,465
shares issuable upon the conversion of convertible notes held by the John
R. and Margaret Lee Kiely Revocable Trust, which mature on July 1,
2010;
|
|
(vii)
|
67,730
shares and 180,048 shares of common stock issuable upon the exercise of
warrants which expire July 30, 2011 and January 2,
2012, respectively, and are held by the John R. and Margaret
Lee Kiely Revocable Trust; and
|
|
(viii)
|
10,200
shares held by Michael H. Kiely Trust, of which John R. Kiely is the
co-trustee;
|
Shares
|
Issued
|
Expire
|
Type and Price
|
Held By
|
Blocker %
|
|||||
158,027
|
7/1/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Revocable Trust
|
4.90
|
|||||
170,207
|
1/1/10
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
184,467
|
7/3/09
|
7/3/13
|
Warrant
@ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
198,817
|
10/8/09
|
10/8/13
|
Warrant
@ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
368,938
|
2/1/10
|
2/1/14
|
Warrant
@ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
291,054
|
3/23/10
|
3/23/14
|
Warrant
@ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
172,127
|
7/1/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
185,393
|
1/1/10
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
246,575
|
2/18/10
|
2/18/14
|
Warrant
@ $0.15 per share
|
Joint
Trust
|
4.90
|
|||||
139,161
|
7/3/09
|
7/3/13
|
Warrant
@ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
149,985
|
10/8/09
|
10/8/13
|
Warrant
@ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
278,322
|
2/1/10
|
2/1/14
|
Warrant
@ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
219,565
|
3/23/10
|
3/23/14
|
Warrant
@ $0.15 per share
|
Personal
Trust
|
4.90
|
(5)
|
The
total beneficial ownership for Mr. Drake
includes:
|
|
(i)
|
2,945,803
shares of common stock currently
held;
|
|
(ii)
|
500,000
shares of restricted common stock which vest when all Class 2 Notes are
repaid; and
|
|
(iii)
|
1,000,000
options to purchase common stock which are immediately
exercisable.
|
(6)
|
The
total beneficial ownership for Mr. Coon
includes:
|
|
(i)
|
929,072
shares of common stock held
directly;
|
|
(ii)
|
34,467
shares of common stock issuable upon the conversion of convertible notes
which mature July 1, 2010 and are held directly by Max A.
Coon;
|
|
(iii)
|
17,059
shares held by Max A. Coon IRA;
|
|
(iv)
|
541,096
shares of common stock issuable upon the conversion of convertible notes
which mature July 1, 2010 and are held by Charlevoix Drive Properties, LLC
of which Mr. Coon is a member;
|
|
(v)
|
205,479
shares of common stock issuable upon the exercise of warrants which expire
September 15, 2012 and are held by Charlevoix Drive Properties, LLC of
which Mr. Coon is a member; but does not include 1,151,601 shares issuable
on the conversion of convertible notes and exercise of warrants held by
Max A. Coon or held by Charlevoix Drive Properties, LLC, all of which are
subject to a blocker clauses as
follows:
|
Shares
|
Issued
|
Expire
|
Type and Price
|
Held By
|
Blocker %
|
|||||
503,452
|
1/2/08
|
7/1/10
|
Convertible
Note @ $0.25 per share
|
Max
A. Coon
|
4.90
|
|||||
19,860
|
1/8/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Max
A. Coon
|
4.90
|
|||||
37,127
|
1/1/10
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Max
A. Coon
|
4.90
|
|||||
72,147
|
1/8/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Charlevoix
Drive Properties
|
4.90
|
|||||
40,067
|
7/1/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Charlevoix
Drive Properties
|
4.90
|
|||||
43,160
|
1/1/10
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Charlevoix
Drive Properties
|
4.90
|
|||||
77,055
|
7/3/09
|
7/3/13
|
Warrant
@ $0.15 per share
|
Charlevoix
Drive Properties
|
4.90
|
|||||
83,048
|
10/8/09
|
10/8/13
|
Warrant
@ $0.15 per share
|
Charlevoix
Drive Properties
|
4.90
|
|||||
154,110
|
2/1/10
|
2/1/14
|
Warrant
@ $0.15 per share
|
Charlevoix
Drive Properties
|
4.90
|
|||||
121,575
|
|
3/23/10
|
|
3/23/14
|
|
Warrant
@ $0.15 per share
|
|
Charlevoix
Drive Properties
|
|
4.90
|
(7)
|
The
total beneficial ownership for Mr. Doede
includes;
|
|
(i)
|
41,500
shares of common stock currently
held;
|
|
(ii)
|
300,000
shares of restricted common stock which vest when all Class 2 Notes are
repaid; and
|
|
(iii)
|
624,000
options to purchase common stock which are immediately
exercisable.
|
(8)
|
The
total beneficial ownership for Mr. Becker
includes:
|
|
(i)
|
24,200
shares of common stock currently held;
and
|
|
(ii)
|
567,000
options to purchase common stock which are immediately
exercisable.
|
(9)
|
The
total beneficial ownership for Mr. Blowers
includes:
|
|
(i)
|
55,050
shares of common stock currently held;
and
|
|
(ii)
|
843,500
options to purchase common stock which are immediately
exercisable.
|
(10)
|
The
total beneficial ownership for Mr. Zink
includes:
|
|
(i)
|
15,800
shares of common stock currently held;
and
|
|
(ii)
|
496,000
options to purchase common stock which are immediately
exercisable.
|
(11)
|
The
total beneficial ownership includes 22,253 shares of common stock held
directly by Vincent Shunsky and 2,000 shares held by Mr. Shunsky’s
IRA.
|
(12)
|
The
total beneficial ownership includes 4,850,737 shares of common stock
currently held by our officers and directors which includes 1,300,000
shares which vest when all Class 2 Notes are paid; options to purchase
3,530,000 shares held by five officers, which they are eligible to
exercise immediately; and 781,042 shares of common stock issuable on the
conversion or exercise of convertible notes and warrants held by Max A.
Coon and Charlevoix Properties, LLC as detailed in note 7 above; but does
not include 1,151,601 shares of common stock issuable on the conversion or
exercise of convertible notes and warrants held by Max A. Coon and
Charlevoix Drive Properties, LLC as detailed in note 7
above.
|
2008:
|
$ | 56,500 | ||
2009:
|
$ | 50,950 |
2008:
|
$ | 3,000 | ||
2009:
|
$ | 3,000 |
2008:
|
$ | 11,000 | ||
2009:
|
$ | 12,950 |
Exhibit
|
||
Number
|
Description of Document
|
|
3.1
|
Articles
of Incorporation, as amended (filed as Exhibit 3.1 to the registrant's
Form 10-K for the year ended December 31, 1995, SEC file 000-12728, and
incorporated herein by reference).
|
|
3.2
|
Bylaws
of the Registrant, as amended (filed as Exhibit 3.2 to the registrant's
Form 10-K for the year ended December 31, 1994, SEC file 000-12728, and
incorporated herein by reference).
|
|
3.3
|
Certificate
of Designation effective April 11, 2005 and amendment to the By-Laws of
the Registrant effective March 23, 2005 (filed as Exhibit 4(b) to the
registrant’s Form 8-K dated April 14, 2005, SEC file 000-12728, and
incorporated herein by reference).
|
|
3.4
|
Certificate
of Amendment of Restated Articles of Incorporation, filed with the
Secretary of State of the State of Michigan on May 27, 2005 (filed as
Exhibit 3.4 to the registrant’s Registration Statement on Form SB-2 filed
on June 9, 2005, SEC File No. 333-125669, and incorporated herein by
reference).
|
|
3.5
|
Certificate
of Amendment of Restated Articles of Incorporation, filed with the
Secretary of State of the State of Michigan on April 19, 2007 (filed as
Exhibit 3.5 to the registrant’s Registration Statement on Form S-1 filed
on April 18, 2008, SEC file No. 333-125669, and incoprorated herein by
reference).
|
|
3.6
|
Certificate
of Amendment of Restated Articles of Incorporation, filed with the
Secretary of State of the State of Michigan on May 28, 2008 (filed as
Exhibit 3.6 to the registrant’s Form 10-Q for the quarter ended June 30,
2008, SEC file No. 000-12728, and incorporated herein by
reference).
|
|
3.7
|
Certificate
of Amendment of Restated Articles of Incorporation, filed with the
Secretary of State of the State of Michigan on May 21, 2009 (filed as
Exhibit 3.7 to the registrant’s Form 10-Q for the quarter ended September
30, 2009, SEC file No. 000-12728, and incorporated herein by
reference).
|
|
4.1
|
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 000-12728, and
incorporated herein by reference).
|
|
4.2
|
Securities
Purchase Agreement, Effective April 12, 2005 (filed as Exhibit 4.(A) to
registrant’s Form 8-K filed April 14, 2005, SEC file 000-12728, and
incorporated herein by reference).
|
|
4.3
|
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
000-12728, and incorporated herein by reference).
|
|
4.4
|
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 000-12728, and incorporated herein by reference).
|
|
4.5
|
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 000-12728, and incorporated herein by
reference).
|
|
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 the registrant’s Form 10-KSB for the year ended December 31, 2007,
SEC file 000-12728, and incorporated herein by
reference).
|
|
4.7
|
Form
of Amended Collateral Assignment of Proprietary Rights dated March 5, 2008
(filed as Exhibit 4.7 to the registrant’s Form 10-KSB for the year ended
December 31, 2007, SEC file 000-12728, and incorporated herein by
reference).
|
|
4.8
|
Form
of Amended Security Agreement dated March 6, 2008 (filed as Exhibit 4.8 to
the registrant’s Form 10-KSB for the year ended December 31, 2007, SEC
file 000-12728, 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 the registrant’s Form 10-KSB for the year ended December
31, 2007, SEC file 000-12728, and incorporated herein by
reference).
|
4.10
|
Form
of Fifth Amended and Restated Note and Warrant Purchase Agreement (filed
as Exhibit 4.10 to the registrant’s Form 10-KSB for the year ended
December 31, 2007, SEC file 000-12728, and incorporated herein by
reference).
|
|
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 the
registrant’s Form 8-K filed September 15, 2008, SEC file 000-12728, and
incorporated herein by reference).
|
|
4.12
|
Exchange
Agreements, effective September 15, 2008, among the respective parties
thereto (filed as Exhibit 4.3 to the registrant’s Form 8-K filed September
15, 2008, SEC file 000-12728, and incorporated herein by
reference).
|
|
4.13
|
Form
of Consent to Amend and Replace Agreements dated June 10, 2009 (filed as
Exhibit 4.13 to the registrant’s Form 10-Q for the quarter ended September
30, 2009, SEC file 000-12728, and incorporated herein by
reference).
|
|
4.14
|
Form
of Consent to Amend and Replace Agreements dated June 24, 2009 (filed as
Exhibit 4.13 to the registrant’s Form 10-Q for the quarter ended September
30, 2009, SEC file 000-12728, and incorporated herein by
reference).
|
|
4.15
|
Form
of Consent to Amend and Replace Agreements dated September 16, 2009 (filed
as Exhibit 4.13 to the registrant’s Form 10-Q for the quarter ended
September 30, 2009, SEC file 000-12728, and incorporated herein by
reference).
|
|
10.1
|
Integral
Vision, Inc. Employee Stock Option Plan (filed as Exhibit 10.5 to the
registrant's Form 10-Q for the quarter ended September 30, 1995, SEC file
000-12728, and incorporated herein by reference).
|
|
10.2
|
Form
of Confidentiality and Non-Compete Agreement Between the Registrant and
its Employees (filed as Exhibit 10.4 to the registrant's Form 10-K for the
year ended December 31, 1992, SEC File 000-12728, and incorporated herein
by reference).
|
|
10.3
|
Integral
Vision, Inc. 1999 Employee Stock Option Plan (filed as exhibit 10.5 to the
registrant’s Form 10-Q for the quarter ended June 30, 1999, SEC file
000-12728, and incorporated herein by reference).
|
|
10.4
|
Integral
Vision, Inc. 2004 Employee Stock Option Plan (filed as exhibit 10.11 to
the registrant’s Form 10-Q for the quarter ended June 30, 2004, SEC file
000-12728, and incorporated herein by reference).
|
|
10.5
|
Integral
Vision, Inc. 2008 Equity Incentive Plan (filed as Exhibit 10.5 to the
registrant’s Form 10-KSB for the year ended December 31, 2007, SEC file
000-12728, and incorporated herein by reference).
|
|
10.6
|
Amendment
and Restatement of Integral Vision, Inc. 2008 Equity Incentive Plan (filed
as Exhibit 10.6 to the registrant’s Schedule 14A filed March 26, 2009, SEC
file 000-12728, and incorporated herein by reference).
|
|
14
|
Code
of Ethics (filed as Exhibit 14 to the registrant’s Form 10-KSB for the
year ended December 31, 2007, SEC file 000-12728, and incorporated herein
by reference).
|
|
23.1
|
Consent
of Rehmann Robson, independent registered public accounting
firm.*
|
|
31.1
|
Certification
of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14(a)
or Rule 15d-14(a).*
|
|
31.2
|
Certification
of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14(e)
or Rule 15d-14(a).*
|
|
32.1
|
Certification by Chief Executive
Officer of Periodic Report Pursuant to 18 U.S.C. Section
1350.*
|
|
32.2
|
Certification
by Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350.*
|
By:
|
/S/ CHARLES J.
DRAKE
|
Charles
J. Drake, Chairman of the Board
and
Chief Executive Officer
|
|
Date: April 29, 2010 | |
By:
|
/S/ MARK R.
DOEDE
|
Mark
R. Doede, President, Chief Operating Officer,
Chief
Financial Officer, and Principal Accounting
Officer
|
|
Date: April 29, 2010 |
/S/ CHARLES J. DRAKE
|
Chairman
of the Board, Chief
|
|
Charles
J. Drake
|
Executive
Officer, and Director
|
|
Date: April
29, 2010
|
||
/S/ MAX A. COON
|
Vice
Chairman, Secretary and Director
|
|
Max
A. Coon
|
||
Date: April
29, 2010
|
||
/S/ VINCENT SHUNSKY
|
Treasurer
and Director
|
|
Vincent
Shunsky
|
||
Date: April
29, 2010
|
||
/S/ WILLIAM B.
WALLACE
|
Director
|
|
William
B. Wallace
|
||
Date: April
29, 2010
|
||
/S/ MARK R. DOEDE
|
Director
|
|
Mark
R. Doede
|
||
Date: April
29, 2010
|
/S/
Rehmann Robson, P.C.
|
December 31
|
||||||||
2009
|
2008
|
|||||||
(in thousands)
|
||||||||
Assets
|
||||||||
Current
assets
|
||||||||
Cash
|
$ | 28 | $ | 144 | ||||
Accounts
receivable
|
50 | 208 | ||||||
Inventories
|
190 | 325 | ||||||
Other
current assets
|
98 | 131 | ||||||
Total
current assets
|
366 | 808 | ||||||
Property
and equipment
|
||||||||
Building
improvements
|
4 | 4 | ||||||
Production
and engineering equipment
|
354 | 234 | ||||||
Furniture
and fixtures
|
80 | 80 | ||||||
Computer
equipment
|
193 | 191 | ||||||
Marketing/demonstration
equipment
|
139 | 139 | ||||||
770 | 648 | |||||||
Less
accumulated depreciation
|
580 | 491 | ||||||
Net
property and equipment
|
190 | 157 | ||||||
Other
assets - net of accumulated amortization of $1,559,000 for 2009 and
$1,512,000 for 2008
|
61 | 72 | ||||||
61 | 72 | |||||||
Total
assets
|
$ | 617 | $ | 1,037 | ||||
Liabilities
and Stockholders' Deficit
|
||||||||
Current
liabilities
|
||||||||
Notes
payable
|
$ | 7,377 | $ | 1,786 | ||||
Accounts
payable
|
114 | 141 | ||||||
Customer
deposits
|
249 | - | ||||||
Accrued
compensation and related costs
|
276 | 283 | ||||||
Accrued
interest
|
774 | 446 | ||||||
Accrued
product warranty
|
108 | 84 | ||||||
Other
accrued liabilities
|
95 | 54 | ||||||
Deferred
revenue
|
72 | 656 | ||||||
Total
current liabilities
|
9,065 | 3,450 | ||||||
Long-term
debt
|
- | 3,671 | ||||||
Total
liabilities
|
9,065 | 7,121 | ||||||
Stockholders'
deficit
|
||||||||
Preferred
stock, 400,000 shares authorized; none issued
|
- | - | ||||||
Common
stock, without par value, stated value $.20 per share; 90,000,000 shares
authorized; 30,866,409 shares issued and outstanding (29,566,409 in
2008)
|
6,173 | 5,913 | ||||||
Additional
paid-in capital
|
47,528 | 47,391 | ||||||
Accumulated
deficit
|
(62,149 | ) | (59,388 | ) | ||||
Total
stockholders' deficit
|
(8,448 | ) | (6,084 | ) | ||||
Total
liabilities and stockholders' deficit
|
$ | 617 | $ | 1,037 |
Total
net revenues (See Note B)
|
1,754 | 1,027 | ||||||
Costs
of sales:
|
||||||||
Costs
of sales for products
|
850 | 573 | ||||||
Depreciation
and amortization
|
21 | 17 | ||||||
Total
costs of sales
|
871 | 590 | ||||||
Gross
margin
|
883 | 437 | ||||||
Other
costs and expenses:
|
||||||||
Marketing
|
487 | 673 | ||||||
General
and administrative – net
|
1,383 | 1,713 | ||||||
Engineering
and development – net
|
939 | 1,032 | ||||||
Total
other costs and expenses
|
2,809 | 3,418 | ||||||
Operating
loss
|
(1,926 | ) | (2,981 | ) | ||||
Other
(expense) income
|
(3 | ) | 29 | |||||
Interest
expense
|
(814 | ) | (921 | ) | ||||
Extinguishment
loss from modification and exchange of debt instruments (See Note
C)
|
(18 | ) | (2,644 | ) | ||||
Modification
and issuance of warrants to PIPE Equity
|
||||||||
Investors
|
- | (4,217 | ) | |||||
Foreign
currency translation gain
|
- | 1 | ||||||
Loss
from operations before income taxes
|
(2,761 | ) | (10,733 | ) | ||||
Income
taxes
|
- | - | ||||||
Net
loss
|
$ | (2,761 | ) | $ | (10,733 | ) | ||
Basic
and diluted loss per share
|
$ | (0.09 | ) | $ | (0.36 | ) | ||
Weighted
average number of shares outstanding of common stock and common
stock equivalents, where applicable
|
30,268 | 29,566 |
Number of
Common
Shares
Outstanding
|
Common
Stock
|
Preferred
Stock
|
Additional
Paid-In
Capital
|
Accumulated
Deficit
|
Total
|
|||||||||||||||||||
(in
thousands, except number of common shares
outstanding)
|
||||||||||||||||||||||||
Balances
at January 1, 2008
|
29,566,409 | $ | 5,913 | $ | - | $ | 39,407 | $ | (48,655 | ) | $ | (3,335 | ) | |||||||||||
Net
loss for the year
|
(10,733 | ) | (10,733 | ) | ||||||||||||||||||||
Issuance
of warrants for settlement of interest on Class 2 Notes (See Note C
)
|
243 | 243 | ||||||||||||||||||||||
Modification
and issuance of warrants to PIPE Equity Investors (See Note I
)
|
4,217 | 4,217 | ||||||||||||||||||||||
Extinguishment
loss from modification and exchange of debt instruments (See Note
C)
|
2,644 | 2,644 | ||||||||||||||||||||||
Modification
of warrants previously issued in settlement of interest (See Note
C)
|
230 | 230 | ||||||||||||||||||||||
Issuance
of restricted stock
|
207 | 207 | ||||||||||||||||||||||
Share-based
compensation
|
443 | 443 | ||||||||||||||||||||||
Balances
at December 31, 2008
|
29,566,409 | $ | 5,913 | $ | - | $ | 47,391 | $ | (59,388 | ) | $ | (6,084 | ) | |||||||||||
Net
loss for the year
|
(2,761 | ) | (2,761 | ) | ||||||||||||||||||||
Vested
Stock Grants
|
1,300,000 | 260 | - | (260 | ) | - | - | |||||||||||||||||
Issuance
of warrants for settlement of interest on Class 2 Notes (See Note C
)
|
- | - | - | 86 | - | 86 | ||||||||||||||||||
Extinguishment
loss from exchange of debt instruments (See Note C)
|
- | - | - | 18 | - | 18 | ||||||||||||||||||
Share-based
compensation
|
- | - | - | 293 | - | 293 | ||||||||||||||||||
Balances
at December 31, 2009
|
30,866,409 | $ | 6,173 | $ | - | $ | 47,528 | $ | (62,149 | ) | $ | (8,448 | ) |
Year Ended December 31
|
||||||||
2009
|
2008
|
|||||||
(in thousands)
|
||||||||
Cash
Flows From Operating Activities:
|
||||||||
Net
loss
|
$ | (2,761 | ) | $ | (10,733 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
|
89 | 61 | ||||||
Amortization
|
47 | 19 | ||||||
Provision
for losses on inventory obsolence
|
- | 71 | ||||||
Warrants
issued in settlement of interest
|
86 | 243 | ||||||
Non-cash
interest related to warrant modification
|
- | 230 | ||||||
Share-based
compensation
|
293 | 443 | ||||||
Issuance
of restricted stock
|
- | 207 | ||||||
Issuance
of Class 3 Notes in settlement of interest
|
312 | 157 | ||||||
Issuance
of Class 2 Notes in settlement of interest
|
14 | - | ||||||
Modification
and issuance of warrants to PIPE Equity Investors
|
||||||||
(See
Notes C and I)
|
- | 4,217 | ||||||
Extinguishment
loss from modification and exchange of debt
|
||||||||
instruments
(See Notes C and I)
|
18 | 2,644 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
158 | (133 | ) | |||||
Inventories
|
22 | (131 | ) | |||||
Other
current assets
|
33 | (34 | ) | |||||
Accounts
payable and other current liabilities
|
359 | 317 | ||||||
Customer
deposits
|
249 | - | ||||||
Deferred
revenue
|
(584 | ) | 656 | |||||
Net
cash used in operating activities
|
(1,665 | ) | (1,766 | ) | ||||
Cash
Flows From Investing Activities:
|
||||||||
Purchase
of property and equipment
|
(9 | ) | (3 | ) | ||||
Additional
patent expenditures
|
(36 | ) | (8 | ) | ||||
Net
cash used in investing activities
|
(45 | ) | (11 | ) | ||||
Cash
Flows From Financing Activities:
|
||||||||
Proceeds
from sale of Class 2 Notes
|
1,325 | 2,051 | ||||||
Payment
of Class 2 Note
|
(160 | ) | (88 | ) | ||||
Proceeds
from sale of Class 3 Notes
|
429 | |||||||
Payment
of Class 3 Note
|
- | (5 | ) | |||||
Debt
financing fees
|
- | (48 | ) | |||||
Net
cash provided by financing activities
|
1,594 | 1,910 | ||||||
(Decrease)
Increase in cash
|
(116 | ) | 133 | |||||
Cash
at beginning of year
|
144 | 11 | ||||||
Cash
at end of year
|
$ | 28 | $ | 144 | ||||
Supplemental
cash flows information:
|
||||||||
Interest
paid
|
$ | 40 | $ | 32 |
2009
|
2008
|
|||||||
(in thousands)
|
||||||||
Raw
materials
|
$ | 85 | $ | 187 | ||||
Work
in process
|
69 | 27 | ||||||
Finished
goods
|
36 | 111 | ||||||
$ | 190 | $ | 325 |
Notes Issued
for Cash
|
Class 3 Notes
Issued for
Class 2 Note
Payment
|
Cash
Redemption
|
Notes Issued
for Interest
Payment
|
Class 2 Note
Balance
|
Warrants
Issued for
Interest
|
|||||||||||||||||||
Balance
January 1, 2009
|
$ | - | $ | - | $ | - | $ | - | $ | 1,786,000 | $ | - | ||||||||||||
Quarter
Ended March 31, 2009
|
780,000 | (110,000 | ) | - | - | 670,000 | 7,807 | |||||||||||||||||
Quarter
Ended June 30, 2009
|
125,000 | - | (100,000 | ) | 14,112 | 39,112 | 34,543 | |||||||||||||||||
Quarter
Ended September 30, 2009
|
270,000 | - | (55,000 | ) | - | 215,000 | 19,519 | |||||||||||||||||
Quarter
Ended December 31, 2009
|
150,000 | - | (5,000 | ) | - | 145,000 | 24,730 | |||||||||||||||||
Balance
December 31, 2009
|
$ | 1,325,000 | $ | (110,000 | ) | $ | (160,000 | ) | $ | 14,112 | $ | 2,855,112 | $ | 86,599 |
Notes
Issued For
Cash
|
Exchange of
Class 2 Note
and Related
Interest
|
Cash
Redemption
|
Notes Issued
For Interest
|
Class 3 Note
Balance
|
||||||||||||||||
Balance
January 1, 2009
|
$ | - | $ | - | $ | - | $ | - | $ | 3,671,644 | ||||||||||
Quarter
Ended March 31, 2009
|
90,000 | 110,000 | - | 160,022 | 360,022 | |||||||||||||||
Quarter
Ended June 30, 2009
|
19,000 | - | - | - | 19,000 | |||||||||||||||
Quarter
Ended September 30, 2009
|
170,000 | - | - | 151,659 | 321,659 | |||||||||||||||
Quarter
Ended December 31, 2009
|
150,000 | - | - | - | 150,000 | |||||||||||||||
Balance
December 31, 2009
|
$ | 429,000 | $ | 110,000 | $ | - | $ | 311,681 | $ | 4,522,325 |
|
a)
|
The
holders of Class 2 Notes earning 10% interest and warrants elected to
receive the additional 2% interest and cease accruing warrants effective
January 2, 2008, and requested that all outstanding earned warrants be
issued as of that date. This resulted in the issuance of
898,610 warrants with a conversion price of $0.25 per share with a value
of $243,163 determined using the Black-Scholes option-pricing
model. See Note I – Share Based Compensation for information on
the re-pricing of previously issued warrants associated with
debt.
|
|
b)
|
The
holders of the Class 2 Notes issued prior to December 2, 2007 (i)
exchanged $1,477,000 of their outstanding Class 2 Notes and associated
accrued interest of $90,800 for Class 3 Notes due July 1, 2010 and
convertible into common stock at $0.25 per share; (ii) amended the
maturity date on $718,500 of their outstanding Class 2 Notes to July 1,
2009; and (iii) amended the maturity date on the remaining $718,500 of
their outstanding Class 2 Notes to October 1, 2009. This
resulted in the issuance of $1,567,800 of Class 3 Notes. The
exchange of the Class 2 Notes for the Class 3 Notes with a right to
convert immediately at $0.25 per share, which was less than the fair
market value of the stock on the date of exchange, resulted in a
beneficial conversion feature of $1,128,817. This was reflected
in the Statements of Operations as “Extinguishment loss from modification
and exchange of debt instruments”.
|
|
c)
|
The
holders of $1,803,000 of Class 2 Notes issued after December 2, 2007
exchanged their outstanding Notes and associated accrued interest of
$66,846 for Class 3 Notes due July 1, 2010. The exchange of the
Class 2 Notes for the Class 3 Notes with a right to convert immediately at
$0.25 per share, which was less than the fair market value of the stock on
the date of exchange, resulted in a beneficial conversion feature of
$1,346,289. This was reflected in the Statements of Operations as
“Extinguishment loss from modification and exchange of debt
instruments”.
|
|
d)
|
The
holders $139,000 of Class 3 Notes issued in 2004 exchanged their Class 3
Notes for Class 2 Notes earning 12% interest. $69,500 of these
notes were due July 1, 2009 and $69,500 were due October 1,
2009.
|
|
e)
|
The
holders of $234,000 of Class 3 Notes issued in 2004 amended their terms to
be the same as the newly issued Class 3 Notes. The change in
the strike price to $0.25 with a right to convert immediately resulted in
a beneficial conversion feature of $168,480. This was reflected in the
Statements of Operations as “Extinguishment loss from modification and
exchange of debt instruments”. These notes are now due July 1,
2010.
|
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Short
Term Debt:
|
||||||||
Class
2 Notes
|
$ | 2,855 | $ | 1,786 | ||||
Class
3 Notes
|
4,522 | - | ||||||
Net
Short Term Debt
|
$ | 7,377 | $ | 1,786 | ||||
Long
Term Debt:
|
||||||||
Class
2 Notes
|
$ | - | $ | - | ||||
Class
3 Notes
|
- | 3,671 | ||||||
Total
Long Term Debt
|
$ | - | $ | 3,671 |
2009
|
2008
|
|||||||
(in thousands)
|
||||||||
Deferred
tax liabilities:
|
||||||||
Tax
depreciation
|
$ | 16 | $ | 21 | ||||
Total
deferred tax liabilities
|
16 | 21 | ||||||
Deferred
tax assets:
|
||||||||
Net
operating loss carryforwards
|
18,085 | 17,318 | ||||||
Credit
carryforwards
|
331 | 331 | ||||||
Inventory
reserve
|
(51 | ) | 51 | |||||
Accrued
vacation
|
18 | 21 | ||||||
Warranty
reserve
|
37 | 29 | ||||||
Accrued
interest
|
263 | 152 | ||||||
Deferred
revenue
|
24 | 223 | ||||||
Stock
compensation expense
|
411 | 221 | ||||||
Warrants
issued to PIPE investors
|
1,434 | 1,434 | ||||||
Other
|
4 | 4 | ||||||
Total
deferred tax assets
|
20,556 | 19,784 | ||||||
Valuation
allowance for deferred tax assets
|
20,540 | 19,763 | ||||||
Net
deferred tax assets
|
16 | 21 | ||||||
Net
deferred taxes
|
$ | - | $ | - |
2009
|
2008
|
|||||||
(in thousands)
|
||||||||
Net
income (loss)
|
$ | (2,761 | ) | $ | (10,733 | ) | ||
Foreign
net income (loss)
|
- | - | ||||||
U.S.
net income (loss)
|
$ | (2,761 | ) | $ | (10,733 | ) | ||
Tax
provision (benefit) at U.S. statutory rates
|
$ | (939 | ) | $ | (3,649 | ) | ||
Change
in valuation allowance
|
777 | 2,993 | ||||||
Extinguishment
loss from exchange of debt
|
6 | 898 | ||||||
Stock
compensation expense
|
100 | (221 | ) | |||||
Other
|
56 | (21 | ) | |||||
$ | - | $ | - |
2009
|
2008
|
|||||||
(in
thousands, except per share data)
|
||||||||
Numerator
for basic and diluted loss per share - loss available to common
stockholders
|
||||||||
Net
loss
|
$ | (2,761 | ) | $ | (10,733 | ) | ||
*there
was no effect of dilutive securities, see below
|
||||||||
Denominator
for basic and diluted loss per share - weighted average
shares
|
30,268 | 29,566 | ||||||
*there
was no effect of dilutive securities, see below
|
||||||||
Basic
and diluted loss per share:
|
||||||||
Net
loss
|
$ | (0.09 | ) | $ | (0.36 | ) |
Year
Ended December 31
|
||||
2008
|
||||
Expected
Life (in years)
|
5.0 | |||
Expected
volatility
|
198.6 | % | ||
Risk-free
interest rate
|
2.8 | % | ||
Expected
dividend yield
|
0 | % | ||
Expected
forfeiture rate
|
0 | % |
2009
|
2008
|
|||||||||||||||
Shares
|
Weighted
Average
Exercise Price
|
Shares
|
Weighted
Average
Exercise Price
|
|||||||||||||
(number
of shares in thousands)
|
||||||||||||||||
Outstanding
at January 1
|
3,795 | $ | 0.23 | 1,496 | $ | 0.71 | ||||||||||
Granted
|
0 | 0.00 | 3,496 | 0.24 | ||||||||||||
Exercised
|
0 | 0.00 | 0 | 0.00 | ||||||||||||
Expired
|
(10 | ) | 0.26 | (1,197 | ) | 0.75 | ||||||||||
Outstanding
at December 31
|
||||||||||||||||
($.10
to $0.30 per share)
|
3,785 | $ | 0.23 | 3,795 | $ | 0.23 | ||||||||||
Exercisable
($.10 to $.30 per share)
|
3,195 | $ | 0.23 | 1,299 | $ | 0.27 |
2009
|
2008
|
|||||||||||||||
Shares
|
Weighted
Average Grant-
Date Fair Value
|
Shares
|
Weighted
Average Grant-
Date Fair Value
|
|||||||||||||
Nonvested
at January 1
|
2,496,000 | $ | 0.27 | 650,000 | $ | 0.42 | ||||||||||
Granted
|
0 | 0.00 | 3,496,000 | 0.24 | ||||||||||||
Cancellations
|
(10,000 | ) | 0.26 | (650,000 | ) | 0.73 | ||||||||||
Vested
|
(1,896,000 | ) | 0.20 | (1,000,000 | ) | 0.30 | ||||||||||
Nonvested
at December 31
|
590,000 | $ | 0.25 | 2,496,000 | $ | 0.27 |
2009
|
2008
|
|||||||
(in thousands)
|
||||||||
Marketing
|
$ | 33 | $ | 85 | ||||
Engineering
and Development
|
49 | 163 | ||||||
General
and Administrative
|
211 | 402 | ||||||
Total
share-based compensation expense
|
$ | 293 | $ | 650 |
2009
|
2008
|
|||||||||||||||||||||||
Range of
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Life
|
Number
Exercisable
|
Number
Outstanding
|
Weighted
Average
Remaining
Life
|
Number
Exercisable
|
||||||||||||||||||
(number
of shares in thousands)
|
(number
of shares in thousands)
|
|||||||||||||||||||||||
$0.10
to $0.30
|
3,785 | 7.9 | 3,195 | 3,795 | 8.9 | 1,299 |
|
a)
|
The
strike price on 3,500,000 outstanding and immediately exercisable warrants
was changed from $1.60 to $0.001 resulting in a value of $1,273,392 as
determined using the Black-Scholes option-pricing model. This
is reflected in the Statement of Operations for 2008 as “Modification and
issuance of warrants to PIPE Equity
Investors.”
|
|
b)
|
7,000,000
new and immediately exercisable warrants were issued with a strike price
of $0.001 resulting in a value of $2,943,283 as determined using the
Black-Scholes option-pricing model. This is reflected in the
Statement of Operations for 2008 as “Modification and issuance
of warrants to PIPE Equity
Investors.”
|
|
c)
|
The
strike price on 1,209,542 outstanding and immediately exercisable warrants
issued to the Note Holders was reduced from $1.00 to $0.25 resulting in a
value of $229,048 which was determined using the Black-Scholes
option-pricing model. This is reflected as “Interest Expense”
in the Statement of Operations for
2008.
|
2009
|
2008
|
|||||||||||||||||||||||||||||||
Weighted
Average
Exercise
Price
|
Number
Outstanding
|
Weighted
Average
Remaining
Life
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
Number
Outstanding
|
Weighted
Average
Remaining Life
|
Number
Exercisable
|
|||||||||||||||||||||||||
(number
of shares in thousands)
|
(number
of shares in thousands)
|
|||||||||||||||||||||||||||||||
PIPE
Warrants
|
$ | 0.001 | 10,500 | 2.57 | 10,500 | $ | 0.001 | 10,500 | 3.57 | 10,500 | ||||||||||||||||||||||
Class
2 Note Warrants
|
$ | 0.190 | 4,616 | 3.06 | 4,616 | $ | 0.250 | 2,090 | 2.82 | 2,090 | ||||||||||||||||||||||
Class
3 Convertible Notes
|
$ | 0.220 | 20,358 | 0.50 | 20,358 | $ | 0.250 | 14,687 | 1.50 | 14,687 | ||||||||||||||||||||||
1995
Employee Stock Option Plan
|
$ | 0.170 | 184 | 1.96 | 184 | $ | 0.170 | 184 | 2.95 | 184 | ||||||||||||||||||||||
1999
Employee Stock Option Plan
|
$ | 0.170 | 290 | 6.19 | 290 | $ | 0.170 | 290 | 7.19 | 115 | ||||||||||||||||||||||
2004
Employee Stock Option Plan
|
$ | 0.250 | 983 | 8.13 | 517 | $ | 0.250 | 993 | 9.13 | - | ||||||||||||||||||||||
2008
Equity Compensation Plan
|
$ | 0.240 | 2,328 | 8.55 | 2,204 | $ | 0.240 | 2,328 | 9.54 | 1,000 | ||||||||||||||||||||||
$ | 0.159 | 39,259 | 2.07 | 38,669 | $ | 0.164 | 31,072 | 3.20 | 28,576 |
Amount
|
Amount
|
|||||||
2009
|
2008
|
|||||||
(in thousands)
|
||||||||
Balance
as of January 1
|
$ | 84 | $ | 82 | ||||
Charges
to expense
|
30 | 9 | ||||||
Utilization/payment
|
(6 | ) | (7 | ) | ||||
Balance
as of December 31
|
$ | 108 | $ | 84 |
Year Ended December 31
|
||||||||
2009
|
2008
|
|||||||
(in thousands)
|
||||||||
Net
revenues by geographic area:
|
||||||||
North
America
|
$ | 64 | $ | 527 | ||||
Europe
|
17 | 500 | ||||||
Asia
|
1,673 | - | ||||||
$ | 1,754 | $ | 1,027 |
Corporate
Officers
|
Corporate
Directory
|
Charles J. Drake, 69, is
CEO and Chairman of the
Board
of Integral Vision, Inc. Mr. Drake founded
the
Company
(originally known as Medar) in 1969
and
has
served as Chief Executive Officer since
1978.
|
Corporate
Headquarters
49113
Wixom Tech Drive
Wixom,
MI 48393
+1
(248) 668-9230
+1
(248) 668-9384 fax
|
Mark R. Doede, 52, is
President, Chief Operating
Officer,
and Chief Financial Officer of Integral
Vision
Inc. Mr.
Doede has served as an officer
since
1989.
|
Independent
Auditors
Rehmann
Robson
Troy,
MI
|
General
Counsel
|
|
Jeffrey J. Becker, 48,
is Senior Vice President of
Integral
Vision, Inc.
|
J.M.
Warren Law Offices, P.C.
Lansing,
MI
|
Andrew Blowers, 42, is
Chief Technical Officer of
Integral
Vision, Inc.
|
Stock
Trading
Over
the Counter Bulletin Board (OTCBB)
Symbol: INVI
|
Paul Zink, 44, is Vice
President of
|
|
Applications
of Integral Vision, Inc.
|
Stock Registrar and Transfer
Agent
Registrar
and Transfer Company
Cranford,
NJ
+1
(908) 497-2300
|
Board
of Directors
|
|
Form
10-K
|
|
Charles
J. Drake
Chairman
of the Board of Directors, Integral Vision,
|
Interested
stockholders may obtain, without
charge,
a copy of the Company’s Annual
|
Inc.
Chief
Executive Officer, Integral Vision, Inc.
|
Report
on Form 10-K, as filed with the
Securities and
Exchange Commission, upon
written
request to:
|
Max
A. Coon
|
|
Vice
Chairman and Secretary of the Board of
|
Investor
Relations
|
Directors,
Integral Vision, Inc.
|
Integral
Vision, Inc.
|
President
and Chairman of the Board, Maxco, Inc.
|
49113
Wixom Tech Drive
|
Wixom,
MI 48393
|
|
Vincent
Shunsky
|
|
Director,
Integral Vision, Inc.
|
Investor/Analyst
Information
|
Treasurer,
Integral Vision, Inc.
|
Stockholder
and analyst inquiries concerning
the
Company should be addressed to:
|
William
B. Wallace
|
Investor
Relations
|
Director,
Integral Vision, Inc.
|
Integral
Vision, Inc.
|
Senior
Managing Director, Equity Partners Ltd.
|
49113
Wixom Tech Drive
|
Wixom,
MI 48393
|
|
Mark
R. Doede
Director,
Integral Vision, Inc.
|
|
President,
Integral Vision, Inc.
Chief
Operating Officer, Integral Vision, Inc.
Chief
Finacial Officer, Integral Vision, Inc.
|
Guerrant
Associates
Laura
Guerrant
+1
(808) 882-1467
|
E-Mail
Investor Relations
|
|
cdrake@iv-usa.com
|
|
lguerrant@guerrantir.com
|
|
On
the World Wide Web
|
|
www.iv-usa.com
|
Exhibit
Number
|
Exhibit
Index Description
|
23.1
|
Consent
of Rehmann Robson, independent registered public accounting
firm.
|
31.1
|
Certification
of Chief Executive Officer of periodic report pursuant to Rule 13a-14(a)
or Rule 15d-14(a).
|
31.2
|
Certification
of Chief Financial Officer of periodic report pursuant to Rule 13a-14(a)
or Rule 15d-14(a).
|
32.1
|
Certification
by Chief Executive Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350.
|
32.2
|
Certification
by Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.
Section
1350.
|