o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to §240.14a-12
|
Integral
Vision, Inc.
|
(Name
of Registrant as Specified In Its Charter)
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
x
|
No
fee required.
|
|
o
|
Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
1.
|
To
elect five Directors;
|
2.
|
To
amend the articles of incorporation of the Company to increase the
authorized common stock from 41,000,000 shares to 50,000,000 shares;
and
|
3.
|
To
transact such other business as may properly come before the
meeting.
|
By
Order of the Board of Directors
|
|
Max
A. Coon
|
|
Secretary
|
Name
|
Present
Position with the Company and Principal Occupation
|
Age
|
Served
as Director Since
|
|||
Max
A. Coon
|
Secretary
and Vice Chairman of the Board of Integral Vision, Inc.;
|
72
|
1978
|
|||
President
and Chairman of the Board of Maxco, Inc.
|
||||||
|
||||||
Charles
J. Drake
|
Chairman
of the Board and Chief Executive Officer of Integral Vision,
Inc.
|
66
|
1978
|
|||
|
||||||
Samuel
O. Mallory
|
Director
of Integral Vision, Inc.; Investor
|
74
|
2001
|
|||
|
||||||
Vincent
Shunsky
|
Treasurer
and Director of Integral Vision, Inc.; Partner Gannon Group, P.C.,
a
Lansing, Michigan based Business and Real Estate Valuation firm
|
58
|
1978
|
|||
|
||||||
William
B. Wallace
|
Director
of Integral Vision, Inc.;
|
62
|
1990
|
|||
Senior
Managing Director of Equity Partners, Ltd., a Bloomfield Hills, Michigan
based private investment banking firm
|
|
·
|
Personal
integrity and high ethical
character;
|
·
|
Professional
excellence;
|
·
|
Accountability
and responsiveness;
|
·
|
Absence
of conflicts of interest;
|
·
|
Fresh
intellectual perspectives and ideas;
and
|
·
|
Relevant
expertise and experience and the ability to offer advice and guidance
to
management based on that expertise and
experience.
|
Name
|
Present
Position with the Company and Principal Occupation
|
Age
|
Served
as Officer Since
|
|||
Charles
J. Drake
|
Chairman
of the Board and Chief Executive Officer of Integral Vision,
Inc.
|
66
|
1978
|
|||
Mark
R. Doede
|
President,
Chief Operating Officer and Chief Financial Officer of Integral Vision,
Inc.
|
49
|
1989
|
|||
Arthur
D. Harmala
|
Vice
President of Marketing of Integral Vision, Inc.
|
63
|
1995
|
|||
Andrew
Blowers
|
Chief
Technical Officer of Integral Vision, Inc.
|
39
|
2002
|
|||
Mark
A. Michniewicz
|
Vice
President of Engineering of Integral Vision, Inc.
|
39
|
2002
|
|||
Max
A. Coon
|
Secretary
and Vice Chairman of the Board of Integral Vision, Inc.;
|
72
|
1978
|
|||
President
and Chairman of the Board of Maxco, Inc.
|
||||||
Vincent
Shunsky
|
Treasurer
and Director of Integral Vision, Inc. Partner, Gannon Group,
P.C.
|
58
|
1978
|
-
|
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 stock
options.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Options
($)
|
($)
|
Total
(4)
|
|||||||||||||
Charles
J. Drake
|
2006
|
160,000
|
-
|
-
|
14,948
|
3 |
174,951
|
||||||||||||
Chief
Executive Officer
|
2005
|
160,000
|
-
|
-
|
12,014
|
3 |
172,017
|
||||||||||||
Mark
R. Doede
|
2006
|
120,000
|
38,000
|
28,473
2
|
14,661
|
4 |
201,140
|
||||||||||||
President
and Chief Operating Officer
|
2005
|
120,000
|
35,000
|
6,638
|
9,823
|
4 |
171,465
|
||||||||||||
Arthur
D. Harmala
|
2006
|
107,786
|
1 |
-
|
-
|
20,244
|
5 |
128,036
|
|||||||||||
Vice
President of Marketing
|
2005
|
105,960
|
1 |
-
|
-
|
19,167
|
5 |
125,133
|
|||||||||||
Andrew
Blowers
|
2006
|
117,000
|
41,000
|
28,473
2
|
19,254
|
6 |
205,735
|
||||||||||||
Chief
Technical Officer
|
2005
|
117,000
|
33,000
|
5,608
|
15,244
|
6 |
170,858
|
||||||||||||
Mark
A. Michniewicz
|
2006
|
117,000
|
-
|
14,237
2
|
14,888
|
7 |
146,133
|
||||||||||||
Vice
President of Engineering
|
2005
|
117,000
|
1,500
|
2,871
|
13,215
|
7 |
134,593
|
1
|
Includes
$7,786 and $5,960 of commissions in 2006 and 2005
respectively.
|
2
|
Stock
Options granted May 18, 2006 at $1.50 were re-priced October 25,
2006 to
$0.60. Refer to Note I of the Financial Statements as presented in
the
10-KSB for the year ended December 31, 2006 for more
information.
|
3
|
Includes
term life insurance premiums of $413 in 2006 and
2005.
|
4
|
Includes
term life insurance premiums of $310 in 2006 and
2005.
|
5
|
Includes
term life insurance premiums of $258 in 2006 and
2005.
|
6
|
Includes
term life insurance premiums of $302 in 2006 and
2005.
|
7
|
Includes
term life insurance premiums of $302 in 2006 and
2005.
|
Number
of Securities Underlying Unexercised Options at FY-End
(#)
|
|||||||||||||
Name
|
Exercisable
|
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|||||||||
Andrew
Blowers
|
15,000
|
1.07
|
10/22/2009
|
||||||||||
30,000
|
0.14
|
8/1/2011
|
|||||||||||
40,000
|
0.15
|
5/7/2013
|
|||||||||||
25,000
|
1.71
|
5/24/2014
|
|||||||||||
30,000
|
1.03
|
8/23/2014
|
|||||||||||
35,000
|
1.40
|
6/3/2015
|
|||||||||||
50,000
|
1 |
0.60
|
5/18/2016
|
||||||||||
Mark
R. Doede
|
10,000
|
4.88
|
6/26/2007
|
||||||||||
5,000
|
5.63
|
8/13/2007
|
|||||||||||
100,000
|
1.07
|
10/22/2009
|
|||||||||||
50,000
|
0.14
|
8/1/2011
|
|||||||||||
48,000
|
0.24
|
3/12/2012
|
|||||||||||
2,000
|
0.24
|
3/12/2012
|
|||||||||||
22,000
|
0.15
|
5/7/2013
|
|||||||||||
18,000
|
0.15
|
5/7/2013
|
|||||||||||
30,000
|
1.71
|
5/24/2014
|
|||||||||||
30,000
|
1.03
|
8/23/2014
|
|||||||||||
45,000
|
1.40
|
6/3/2015
|
|||||||||||
50,000
|
1 |
0.60
|
5/18/2016
|
||||||||||
Arthur
D. Harmala
|
15,000
|
4.88
|
6/62/2007
|
||||||||||
30,000
|
1.07
|
10/22/2009
|
|||||||||||
20,000
|
0.14
|
8/1/2011
|
|||||||||||
40,000
|
0.16
|
5/12/2013
|
|||||||||||
Mark
A. Michniewicz
|
1,500
|
4.88
|
6/26/2007
|
||||||||||
2,000
|
4.88
|
7/9/2007
|
|||||||||||
20,000
|
1.07
|
10/22/2009
|
|||||||||||
30,000
|
0.14
|
8/1/2011
|
|||||||||||
55,000
|
0.10
|
1/14/2012
|
|||||||||||
25,000
|
0.15
|
5/7/2013
|
|||||||||||
25,000
|
1.71
|
5/24/2014
|
|||||||||||
20,000
|
1.40
|
6/3/2015
|
|||||||||||
|
25,000
|
1 |
0.60
|
5/18/2016
|
1
|
These
stock options were originally granted May 18, 2006 at $1.50 and were
re-priced October 25, 2006 to $0.60. Refer to Note I of the Financial
Statements as presented in the 10-KSB for the year ended December
31, 2006
for more information.
|
Name
|
Fees
Earned ($)
|
|||
Vincent
Shunsky
|
5,800
|
|||
William
Wallace
|
10,400
|
Amount
and Nature of Beneficial Ownership
|
||||||
Name
and Address of
Beneficial Owner
|
Type
of Class
|
Amount
and Nature of Beneficial
Ownership
|
Percent
of Class
|
|||
Austin
W. Marxe
|
Common
Stock
|
6,072,489
|
19.36%
|
|||
David
M. Greenhouse (1)
|
||||||
153
East 53rd Street, 55th Floor
|
||||||
New
York, NY 10022
|
||||||
|
||||||
Bonanza
Master Fund, LTD (2)
|
Common
Stock
|
4,995,600
|
|
16.24%
|
||
300
Crescent Court, Suite 1740
|
||||||
Dallas,
TX 75201
|
||||||
Maxco,
Inc. (3)
|
Common
Stock
|
2,410,183
|
8.17%
|
|||
1118
Centennial Way
|
||||||
Lansing,
MI 48917
|
||||||
J.
N. Hunter (4)
|
Common
Stock
|
2,929,525
|
9.88%
|
|||
Industrial
Boxboard Corporation
|
||||||
2249
Davis Court
|
||||||
Hayward,
CA 94545
|
||||||
John
R. Kiely, III (5)
|
Common
Stock
|
3,630,065
|
12.25%
|
|||
17817
Davis Road
|
||||||
Dundee,
MI 48131
|
||||||
Charles
J. Drake (6)
|
Common
Stock
|
2,445,803
|
8.29%
|
|||
Max
A. Coon (7)
|
Common
Stock
|
255,554
|
*
|
|||
Mark
R. Doede (8)
|
Common
Stock
|
451,500
|
1.51%
|
|||
Arhur
D. Harmala (9)
|
Common
Stock
|
177,000
|
*
|
|||
Andrew
Blowers (10)
|
Common
Stock
|
280,050
|
*
|
|||
Mark
A. Michniewicz (11)
|
Common
Stock
|
203,500
|
*
|
|||
Vincent
Shunsky (12)
|
Common
Stock
|
23,183
|
*
|
|||
Samuel
O. Mallory (13)
|
Common
Stock
|
25,000
|
*
|
|||
William
B. Wallace
|
Common
Stock
|
0
|
*
|
|||
All
Directors and Officers as a Group (9 persons) (14)
|
Common
Stock
|
3,861,590
|
12.68%
|
(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)
|
219,200
shares of common stock currently held and warrants for the purchase
of
105,000 shares, which expire on April 12, 2010, held by Special Situations
Technology Fund, L.P.;
|
(ii)
|
1,352,800
shares of common stock currently held and warrants for the purchase
of
645,000 shares, which expire on April 12, 2010, held by Special Situations
Technology Fund II, L.P.;
|
(iii)
|
738,608
shares of common stock currently held and warrants for the purchase
of
350,000 shares, which expire on April 12, 2010, held by Special Situations
Cayman Fund, L.P.; and
|
(iv)
|
1,574,888
shares of common stock currently held and warrants for the purchase
of
750,000 shares, which expire on April 12, 2010, held by Special Situations
Private Equity Fund, L.P.
|
(v)
|
309,841
shares of common stock currently held by Special Situations Fund
III QP,
L.P.
|
(vi)
|
27,152
shares of common stock currently held by Special Situations Fund
III,
L.P.
|
(2)
|
The
total beneficial ownership includes 3,745,600 shares of common stock
currently held and warrants for the purchase of 1,250,000 shares,
which
expire on April 12, 2010.
|
(3)
|
The
total beneficial ownership includes 2,410,183 shares of common stock
owned
directly by Maxco, Inc.
|
(4)
|
The
total beneficial ownership
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)
|
warrants
for the purchase of 134,561 shares held by the Industrial Boxboard
Corporation Profit Sharing Plan and Trust, which expire on April
13,
2009.
|
(5)
|
The
total beneficial ownership
includes:
|
(i)
|
2,211,988
shares of common stock held directly by John R. Kiely
III;
|
(ii)
|
1,291,693
shares held by John R. and Margaret Lee Kiely Revocable Trust, of
which
Mr. Kiely is the sole trustee;
|
(iii)
|
1,500
shares held by Mr. Kiely as custodian for his
children;
|
(iv)
|
warrants
for the purchase of 114,684 shares held by John R. and Margaret Lee
Kiely
Revocable Trust, which expire on April 13, 2009;
and
|
(v)
|
10,200
shares held by Michael H. Kiely Trust, of which Mr. Kiely is the
co-trustee.
|
(6)
|
The
total beneficial ownership represents 2,445,803 shares of our common
stock
held directly by Charles J. Drake.
|
(7)
|
The
total beneficial ownership
includes:
|
(i)
|
238,495
shares of common stock held directly by Max
A.Coon;
|
(ii)
|
17,059
shares held by Max A. Coon IRA;
|
(8)
|
The
total beneficial ownership includes 41,500 shares of common stock
currently held; options to purchase 360,000 shares, which Mr. Doede
is eligible to exercise immediately; and options to purchase 50,000
shares, which Mr. Doede is eligible to exercise beginning May 18,
2008.
|
(9)
|
The
total beneficial ownership includes 72,000 shares of common stock
currently held and options to purchase 105,000 shares, which
Mr. Harmala is eligible to exercise
immediately.
|
(10)
|
The
total beneficial ownership includes 55,050 shares of common stock
currently held; options to purchase 175,000 shares, which Mr. Blowers
is eligible to exercise immediately; and options to purchase 50,000
shares, which Mr. Blowers is eligible to exercise beginning May 18,
2008.
|
(11)
|
The
total beneficial ownership represents options to purchase 178,500
shares,
which Mr. Michniewicz is eligible to exercise immediately and options
to purchase 25,000 shares, which Mr. Michniewicz is eligible to exercise
beginning May 18, 2008.
|
(12)
|
The
total beneficial ownership includes 21,183 shares of common stock
held
directly by Vincent Shunsky and 2,000 shares held by Mr. Shunsky’s
IRA.
|
(13)
|
The
total beneficial ownership represents 25,000 shares of our common
stock
held directly by Samuel O.
Mallory.
|
(14)
|
The
total beneficial ownership includes 2,918,090 shares of common stock
currently held by our officers and directors; options to purchase
818,500
shares held by four officers, which they are eligible to exercise
immediately; and options to purchase 125,000 shares held by three
officers, which they are eligible to exercise beginning May 18,
2008.
|
2005:
|
$
|
41,830
|
||
2006:
|
$
|
44,875
|
||
Audit
Related Fees.
|
||||
2005:
|
$
|
-
|
||
2006:
|
$
|
12,475
|
||
Tax
Fees.
|
||||
2005:
|
$
|
6,475
|
||
2006:
|
$
|
4,550
|
||
Other
Professional Services Fees.
|
||||
2005:
|
$
|
4,350
|
||
2006:
|
$
|
3,250
|
By
Order of the Board of Directors
|
|
Max
A. Coon
|
|
Secretary
|
PLEASE
MARK, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
|
Please
sign exactly as your name(s) appear(s) on the reverse side. When
shares
are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title
as
such. If a corporation, please sign in full corporate name by president
or
other authorized officer. If a partnership, please sign
in partnership name by authorized
person.
|
HAS
YOUR ADDRESS CHANGED?
|
DO
YOU HAVE ANY COMMENTS?
|
|
1.
|
ELECTION
OF DIRECTORS
|
For
All
|
With-
|
For
All
|
||||
|
|
Nominees
|
hold
|
Except
|
||||
M.
Coon
|
V.
Shunsky
|
|||||||
C.
Drake
|
W.
Wallace
|
|||||||
S.
Mallory
|
|
INSTRUCTION:
To WITHHOLD AUTHORITY to vote for any individual nominee, mark the
“For
All Except” box and strike a line through the Name(s) of the nominee(s).
Your shares will be voted for the remaining
nominee(s).
|
2.
|
AMENDMENT
TO ARTICLES OF INCORPORATION
|
The
Company is authorized to amend its articles of incorporation to increase
the number of shares of common stock which it is authorized to issue
from
41,000,000 to 50,000,000.
|
For
|
Against
|
Abstain
|
3.
|
In
their discretion, the Proxies are authorized to vote upon such other
business as may come before the
meeting.
|
Mark
box at right if an address change or comment has been noted on the
reverse
side of this card.
|
Please
be sure to sign and date this Proxy. DATED:
|
,2007
|
|
|
Shareholder
sign here
|
Co-owner
sign here
|