Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-125669 |
PROSPECTUS SUPPLEMENT
DATED AUGUST 17, 2005
TO
PROSPECTUS DATED JUNE 27,
2005
INTEGRAL VISION, INC.
This prospectus supplement should be read in conjunction with our prospectus dated June 27, 2005, and in particular the Risk Factors beginning on page 6 of the prospectus.
This prospectus supplement includes the attached Quarterly Report on Form 10-Q of Integral Vision, Inc. that was filed with the Securities and Exchange Commission on August 15, 2005.
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
Michigan | 38-2191935 | |
(State or other jurisdiction of | (I.R.S. Employee | |
incorporation or organization) | Identification Number) | |
38700 Grand River Avenue, | 48335 | |
Farmington Hills, Michigan | ||
(Address of principal executive offices) | (Zip Code) |
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Certifications
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27 |
2
June 30, | December 31, | |||||||
2005 | 2004 | |||||||
(Unaudited) | ||||||||
(in thousands) | ||||||||
ASSETS |
||||||||
|
||||||||
CURRENT ASSETS |
||||||||
Cash |
$ 4,136 | $ 191 | ||||||
Accounts
receivable |
110 | 45 | ||||||
Inventories - Note
A |
321 | 401 | ||||||
Other current
assets |
16 | 43 | ||||||
|
||||||||
TOTAL CURRENT
ASSETS |
4,583 | 680 | ||||||
|
||||||||
PROPERTY, PLANT AND
EQUIPMENT |
||||||||
Leasehold
Improvements |
43 | 43 | ||||||
Production and
engineering equipment |
134 | 134 | ||||||
Furniture and
fixtures |
62 | 62 | ||||||
Vehicles |
18 | 18 | ||||||
Computer
equipment |
139 | 135 | ||||||
|
||||||||
|
396 | 392 | ||||||
Less accumulated
depreciation |
(374 | ) | (371 | ) | ||||
|
||||||||
|
22 | 21 | ||||||
|
||||||||
OTHER ASSETS |
||||||||
Capitalized computer
software development costs, less accumulated amortization of $880,000
($817,000 in 2004) - Note A |
88 | 151 | ||||||
Patents, less
accumulated amortization of $496,000 ($457,000 in 2004) - Note A |
29 | 20 | ||||||
|
||||||||
|
117 | 171 | ||||||
|
||||||||
|
$ 4,722 | $ 872 | ||||||
|
3
June 30, | December 31, | |||||||
2005 | 2004 | |||||||
(Unaudited) | ||||||||
(in thousands) | ||||||||
LIABILITIES AND
STOCKHOLDERS DEFICIT |
||||||||
|
||||||||
CURRENT
LIABILITIES |
||||||||
Notes payable - Notes C
& F |
$ - | $ 1,313 | ||||||
Accounts
payable |
38 | 221 | ||||||
Accrued compensation
and related costs |
284 | 283 | ||||||
Accrued state income
taxes |
- | 95 | ||||||
Accrued interest - Note
C |
- | 345 | ||||||
Other accrued
liabilities |
155 | 227 | ||||||
|
||||||||
TOTAL CURRENT
LIABILITIES |
477 | 2,484 | ||||||
|
||||||||
LONG-TERM DEBT, less
current maturities and O.I.D. - Note C |
378 | 2,355 | ||||||
|
||||||||
|
||||||||
TOTAL
LIABILITIES |
855 | 4,839 | ||||||
|
||||||||
STOCKHOLDERS EQUITY
(DEFICIT) |
||||||||
Common stock, without
par value, stated value $.20 per share; 41,000,000 shares authorized;
29,459,409 shares issued and outstanding (14,877,638 in 2004) |
5,892 | 2,976 | ||||||
Additional paid-in
capital |
39,127 | 33,018 | ||||||
Accumulated
deficit |
(41,152 | ) | (39,961 | ) | ||||
|
||||||||
Total Stockholders
Equity (Deficit) |
3,867 | (3,967 | ) | |||||
|
||||||||
|
$ 4,722 | $ 872 | ||||||
|
4
Three Months Ended June 30, | ||||||||
2005 | 2004 | |||||||
(Unaudited) | ||||||||
(In thousands, except per share data) | ||||||||
Net revenues
|
$ 8 | $ 77 | ||||||
Costs of sales:
|
||||||||
Direct costs of sales
|
45 | 86 | ||||||
Depreciation and
amortization
|
35 | 61 | ||||||
|
||||||||
Total costs of sales
|
80 | 147 | ||||||
|
||||||||
Gross margin (Loss
on sales)
|
(72 | ) | (70 | ) | ||||
|
||||||||
Other costs and expenses:
|
||||||||
Marketing
|
149 | 62 | ||||||
General and administrative
|
298 | 287 | ||||||
Engineering and development
|
215 | 251 | ||||||
|
||||||||
Total other costs
and expenses
|
662 | 600 | ||||||
|
||||||||
Operating loss
|
(734 | ) | (670 | ) | ||||
Other income
|
20 | 2 | ||||||
Interest expense
- Note C
|
(23 | ) | (108 | ) | ||||
|
||||||||
Net loss
|
$ (737 | ) | $ (776 | ) | ||||
|
||||||||
|
||||||||
Basic and diluted
loss per share:
|
||||||||
Net loss
|
$ (0.03 | ) | $ (0.06 | ) | ||||
|
||||||||
|
||||||||
Weighted average
number of shares of common stock and common stock equivalents, where
applicable
|
||||||||
|
24,075 | 13,595 | ||||||
|
5
Six Months Ended June 30, | ||||||||
2005 | 2004 | |||||||
(Unaudited) | ||||||||
(In thousands, except per share data) | ||||||||
Net revenues |
$ 531 | $ 170 | ||||||
Costs of sales: |
||||||||
Direct costs of sales |
268 | 146 | ||||||
Depreciation and amortization |
70 | 123 | ||||||
|
||||||||
Total costs of sales |
338 | 269 | ||||||
|
||||||||
Gross margin (Loss on sales) |
193 | (99 | ) | |||||
|
||||||||
Other costs and expenses: |
||||||||
Marketing |
247 | 115 | ||||||
General and administrative |
600 | 527 | ||||||
Engineering and
development |
452 | 440 | ||||||
|
||||||||
Total other costs and
expenses |
1,299 | 1,082 | ||||||
|
||||||||
Operating loss |
(1,106 | ) | (1,181 | ) | ||||
Other income |
43 | 33 | ||||||
Interest expense - Note
C |
(128 | ) | (224 | ) | ||||
|
||||||||
Net loss |
$ (1,191 | ) | $ (1,372 | ) | ||||
|
||||||||
|
||||||||
Basic and diluted loss
per share: |
||||||||
Net loss |
$ (0.06 | ) | $ (0.11 | ) | ||||
|
||||||||
|
||||||||
Weighted average number
of shares of common stock and common stock equivalents, where
applicable |
||||||||
|
19,502 | 11,984 | ||||||
|
6
Number of | ||||||||||||||||||||||||
Common Shares | Common | Preferred | Additional Paid- | Accumulated | ||||||||||||||||||||
Outstanding | Stock | Stock | In Capital | Deficit | Total | |||||||||||||||||||
(in thousands, except number of common shares outstanding) | ||||||||||||||||||||||||
Balance at January 1, 2005 |
14,877,638 | $ | 2,976 | $ | - | $ | 33,018 | $ | (39,961 | ) | $ | (3,967 | ) | |||||||||||
|
||||||||||||||||||||||||
Net loss for the
period |
(1,191 | ) | (1,191 | ) | ||||||||||||||||||||
Warrants
exercised |
6,195,014 | 1,239 | 503 | 1,742 | ||||||||||||||||||||
Class 3 notes
converted |
1,269,757 | 254 | 724 | 978 | ||||||||||||||||||||
Shares issued |
117,000 | 23 | 7,000 | (718 | ) | 6,305 | ||||||||||||||||||
Shares
converted |
7,000,000 | 1,400 | (7,000 | ) | 5,600 | - | ||||||||||||||||||
|
||||||||||||||||||||||||
Balance at
June 30, 2005 |
29,459,409 | $ | 5,892 | $ | - | $ | 39,127 | $ | (41,152 | ) | $ | 3,867 | ||||||||||||
7
Six Months Ended June 30, | ||||||||
2005 | 2004 | |||||||
(Unaudited) | ||||||||
(in thousands) | ||||||||
Operating Activities
|
||||||||
Net loss
|
$(1,191 | ) | $(1,372 | ) | ||||
|
||||||||
Adjustments to reconcile
net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
3 | 15 | ||||||
Amortization
|
86 | 158 | ||||||
Changes in operating
assets and liabilities:
|
||||||||
Accounts receivable
|
(65 | ) | 36 | |||||
Inventories
|
80 | (716 | ) | |||||
Prepaid and other
|
28 | 33 | ||||||
Accounts payable
and other current liabilities
|
(181 | ) | 139 | |||||
|
||||||||
Net Cash Used In
Operating Activities
|
(1,240 | ) | (1,707 | ) | ||||
|
||||||||
Investing Activities
|
||||||||
Purchase of property
and equipment
|
(5 | ) | (11 | ) | ||||
Other
|
(16 | ) | (2 | ) | ||||
|
||||||||
Net Cash Used In
Investing Activities
|
(21 | ) | (13 | ) | ||||
|
||||||||
Financing Activities
|
||||||||
Issuance of preferred
stock
|
6,235 | - | ||||||
Proceeds from exercise
of warrants
|
1,865 | - | ||||||
Proceeds from sale
of Class 2 Notes
|
435 | 575 | ||||||
Repayments of principal
and interest on Class 1 Notes
|
(1,289 | ) | - | |||||
Repayments of principal
and interest on Class 2 Notes
|
(1,823 | ) | (60 | ) | ||||
Repayments of interest
on Class 3 Notes
|
(106 | ) | - | |||||
Repayments on short
term notes
|
(111 | ) | - | |||||
Issuance of restricted
common stock
|
- | 1,504 | ||||||
Proceeds from sale
of Class 3 Notes
|
- | 478 | ||||||
Repayments on long
term notes
|
- | (137 | ) | |||||
Proceeds from exercise
of stock options
|
- | 23 | ||||||
|
||||||||
Net Cash Provided
By Financing Activities
|
5,206 | 2,383 | ||||||
|
||||||||
Increase (Decrease)
in Cash
|
3,945 | 663 | ||||||
Cash at Beginning
of Period
|
191 | 42 | ||||||
|
||||||||
Cash at End of Period
|
$ 4,136 | $ 705 | ||||||
|
||||||||
|
||||||||
Supplemental cash
flows disclosure:
|
||||||||
Interest Paid
|
$ 457 | $ 80 | ||||||
|
8
9
June 30, | December 31, | |||||||
2005 | 2004 | |||||||
(Unaudited) | ||||||||
(in thousands) | ||||||||
Raw materials |
$ | 228 | $ | 149 | ||||
Work in
process |
- | 183 | ||||||
Finished goods |
93 | 69 | ||||||
|
$ | 321 | $ | 401 | ||||
10
11
Six Months Ended | Six Months Ended | |||||||
June 30, 2005 | June 30, 2004 | |||||||
Dividend yield |
0.0 | % | 0.0 | % | ||||
Expected stock price
volatility |
1.256 | 1.330 | ||||||
Risk free interest
rate |
2.0 | % | 2.0 | % | ||||
Expected life of
options (years) |
7.00 | 7.00 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Net loss:
|
||||||||||||||||
Net loss, as reported
|
$ (737 | ) | $ (776 | ) | $(1,191 | ) | $(1,372 | ) | ||||||||
Add: Stock-based
compensation expense included in the determination of net loss as
reported, net of related tax effects
|
- | - | - | - | ||||||||||||
Deduct: Total stock-based
compensation expense determined under fair value method for all awards,
net of related tax effects
|
(75 | ) | (49 | ) | (147 | ) | (55 | ) | ||||||||
|
||||||||||||||||
Pro forma net loss
|
$ (812 | ) | $ (825 | ) | $(1,338 | ) | $(1,427 | ) | ||||||||
|
||||||||||||||||
|
||||||||||||||||
Basic and diluted
earnings per share:
|
||||||||||||||||
Basic and diluted
- as reported
|
$(0.03 | ) | $(0.06 | ) | $ (0.06 | ) | $ (0.11 | ) | ||||||||
|
||||||||||||||||
Basic and diluted
- pro forma
|
$(0.03 | ) | $(0.06 | ) | $ (0.07 | ) | $ (0.12 | ) | ||||||||
|
12
Sale of Series A
Convertible Preferred Stock |
$ | 7,000 | ||
Class 1 and
Class 2 warrants exercised |
1,865 | |||
Class 1 Notes paid
(principal and interest) |
(1,289 | ) | ||
Class 2 Notes paid
(principal and interest) |
(1,823 | ) | ||
Class 3 accrued
interest paid |
(106 | ) | ||
Note and accrued
interest due Maxco, Inc. |
(111 | ) | ||
Michigan Single
Business Tax liability |
(78 | ) | ||
Fees to raise
capital |
(637 | ) | ||
Legal and other
fees |
(100 | ) | ||
Remaining cash
proceeds |
$ | 4,721 | ||
13
Weighted | Weighted | |||||||||||||||
Average | Number | Average | Number | |||||||||||||
Exercise Price | Outstanding | Remaining Life | Exercisable | |||||||||||||
(number of shares in thousands) | ||||||||||||||||
Warrants
|
$ | 1.60 | 3,500 | 4.79 | 3,500 | |||||||||||
Class 3 Notes
|
1.00 | 378 | 2.76 | 378 | ||||||||||||
1995 Employee Stock
Option Plan
|
1.21 | 375 | 5.02 | 375 | ||||||||||||
1999 Employee Stock
Option Plan
|
0.26 | 387 | 6.71 | 387 | ||||||||||||
2004 Employee Stock
Option Plan
|
1.40 | 384 | 9.40 | 124 | ||||||||||||
|
$ | 1.41 | 5,024 | 5.15 | 4,764 | |||||||||||
14
June 30, | December 31, | |||||||
2005 | 2004 | |||||||
(in thousands) | ||||||||
Long Term Debt:
|
||||||||
Class 3 Notes
|
$378 | $ | 1,355 | |||||
Face value Class 1
Notes
|
- | 1,140 | ||||||
Less Original Issue
Discount
|
- | (140 | ) | |||||
|
||||||||
Net Long Term Debt
|
$378 | $ | 2,355 | |||||
|
||||||||
|
||||||||
Short Term Debt:
|
||||||||
Class 2 Notes
|
$ - | $ | 1,207 | |||||
Other Short Term
Debt
|
- | 106 | ||||||
|
||||||||
Total Short Term
Debt
|
$ - | $ | 1,313 | |||||
|
15
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
(unaudited) | ||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Numerator for basic
and diluted loss per share loss available to common
stockholders |
||||||||||||||||
Net loss |
$ | (737 | ) | $ | (776 | ) | $ | (1,191 | ) | $ | (1,372 | ) | ||||
|
||||||||||||||||
|
||||||||||||||||
*there was no effect of
dilutive securities see below |
||||||||||||||||
|
||||||||||||||||
Denominator for
basic and diluted loss per share weighted average shares |
24,075 | 13,595 | 19,502 | 11,984 | ||||||||||||
|
||||||||||||||||
|
||||||||||||||||
*there was no effect of
dilutive securities see below |
||||||||||||||||
|
||||||||||||||||
BASIC AND DILUTED
LOSS PER SHARE: |
$ | (0.03 | ) | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.11 | ) | ||||
|
16
17
18
19
20
v | US Dollars | ||
v | Pound Sterling | ||
v | Euros | ||
v | Yen |
a) | Evaluation of disclosure controls and procedures | ||
Our chief executive officer and chief financial officer have each reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date within 90 days before the filing date of this report. Based on that evaluation, our chief executive officer and chief financial officer have each concluded that our current disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported, in each case, within the time period specified by the SECs rules and regulations. | |||
b) | Changes in internal controls | ||
There have not been any significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weakness, and therefore no corrective actions were taken. |
21
22
1) | Election of directors: |
For | Withheld | |||||||
Max A. Coon
|
18,027,881 | 95,879 | ||||||
Charles J. Drake
|
18,034,360 | 89,400 | ||||||
Samuel O. Mallory
|
18,045,230 | 78,530 | ||||||
Vincent Shunsky
|
18,040,860 | 82,900 | ||||||
William B. Wallace
|
18,047,030 | 76,730 |
2) | Amendment to Articles of Incorporation |
For | Against | Abstain | ||||||||||
|
17,979,982 | 133,118 | 10,660 |
23
Exhibit | ||
Number | Description of Document | |
3.1
|
Articles of Incorporation, as amended (filed as Exhibit 3.1 to the registrants Form 10-K for the year ended December 31, 1995, SEC file 0-12728, and incorporated herein by reference). | |
|
||
3.2
|
Bylaws of the Registrant, as amended (filed as Exhibit 3.2 to the registrants Form 10-K for the year ended December 31, 1994, SEC file 0-12728, and incorporated herein by reference). | |
|
||
4.1
|
Note and Warrant Purchase Agreement (filed as Exhibit 4.1 to the registrants Form 8-K dated July 15, 1997, SEC file 0-12728, and incorporated herein by reference). | |
|
||
4.3
|
Form of Integral Vision, Inc. Common Stock Purchase Warrant Certificate (filed as Exhibit 4.3 to registrants Form 8-K dated July 15, 1997, SEC file 0-12728, and incorporated herein by reference). | |
|
||
4.4
|
Note and Warrant Purchase Agreement dated March 29, 2001 including Form of Integral Vision, Inc. 15% Senior Subordinated Secured Note and Integral Vision, Inc. Common Stock Purchase Warrant Certificate (filed as Exhibit 4.4 to registrants Form 10-K for the year ended December 31, 2000, SEC file 0-12728, and incorporated herein by reference). | |
|
||
4.5
|
Form of amended Note and Warrant Purchase Agreement including Form of Integral Vision, Inc. 10% Secured Note and Integral Vision, Inc. Common Stock Purchase Warrant Certificate (filed as Exhibit 4.5 to registrants Form 10-Q for the quarter ended June 30, 2001, SEC file 0-12728, and incorporated herein by reference). | |
|
||
4.6
|
Form of Second Amended Note and Warrant Purchase Agreement including Form of Integral Vision, Inc. Class 2 Note and Integral Vision, Inc. Class 2 Common Stock Purchase Warrant Certificate (filed as Exhibit 4.6 to registrants Form 10-Q for the quarter ended March 31, 2002, SEC file 0-12728, and incorporated herein by reference). | |
|
||
4.7
|
Consent to Modifications dated March 17, 2003 modifying the terms of the Second Amended Note and Warrant Purchase Agreement (filed as Exhibit 4.7 to registrants Form 10-K for the year ended December 31, 2002, SEC file 0-12728, and incorporated herein by reference). | |
|
||
4.8
|
Form of Fourth Amended Note and Warrant Purchase Agreement including Form of Integral Vision, Inc. Class 3 Note (filed as Exhibit 4.8 to registrants Form 10-K for the year ended December 31, 2003, SEC file 0-12728, and incorporated herein by reference). | |
|
||
10.1
|
Incentive Stock Option Plan of the Registrant as amended (filed as Exhibit 10.4 to the registrants Form S-1 Registration Statement effective July 2, 1985, SEC File 2-98085, and incorporated herein by reference). | |
|
||
10.2
|
Second Incentive Stock Option Plan (filed as Exhibit 10.2 to the registrants Form 10-K for the year ended December 31, 1992, SEC File 0-12728, and incorporated herein by reference). | |
|
||
10.3
|
Non-qualified Stock Option Plan (filed as Exhibit 10.3 to the registrants Form 10-K for the year ended December 31, 1992, SEC File 0-12728, and incorporated herein by reference). | |
|
||
10.4
|
Amendment to Integral Vision, Inc. Incentive Stock Option Plan dated May 10, 1993 (filed as Exhibit 10.3 to the registrants Form 10-K for the year ended December 31, 1993, SEC File 0-12728, and incorporated herein by reference). | |
|
||
10.5
|
Integral Vision, Inc. Employee Stock Option Plan (filed as Exhibit 10.5 to the registrants Form 10-Q for the quarter ended September 30, 1995, SEC file 0-12728, and incorporated herein by reference). |
24
Exhibit | ||
Number | Description of Document | |
10.6
|
Form of Confidentiality and Non-Compete Agreement Between the Registrant and its Employees (filed as Exhibit 10.4 to the registrants Form 10-K for the year ended December 31, 1992, SEC File 0-12728, and incorporated herein by reference). | |
|
||
10.7
|
Integral Vision, Inc. 1999 Employee Stock Option Plan (filed as Exhibit 10.5 to the registrants Form 10-Q for the quarter ended June 30, 1999, and incorporated herein by reference). | |
|
||
10.8*
|
Patent License Agreement dated October 4, 1995 by and between Integral Vision, Inc. and Square D Company (filed as Exhibit 10.24 to the registrants Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728, and incorporated herein by reference). | |
|
||
10.9
|
Asset Sale Purchase Agreement between the registrant and n.v. DIMACO, s.a. (filed as exhibit 10.12 to the registrants Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference). | |
|
||
10.10
|
Asset Sale Purchase Agreement between the registrant and DaTARIUS Technologies, Inc. (filed as exhibit 10.13 to the registrants Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference). | |
|
||
10.11
|
Integral Vision, Inc. 2004 Employee Stock Option Plan (filed as exhibit 10.11 to the registrants Form 10-Q for the quarter ended June 30, 2004 and incorporated herein by reference). | |
|
||
16
|
Letter regarding change in certifying accountant (filed as exhibit 16 to the registrants Form 10-K for the year ended December 31, 2002, SEC file 0-12728, and incorporated herein by reference). | |
|
||
31.1
|
Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-15(e) or Rule 15d-15(e). | |
|
||
31.2
|
Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-15(e) or Rule 15d-15(e). | |
|
||
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. |
* | The Company has been granted confidential treatment with respect to certain portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
25
INTEGRAL VISION, INC. |
||||
Date: August 15, 2005 | /S/ CHARLES J. DRAKE | |||
Charles J. Drake | ||||
Chairman of the Board and Chief Executive Officer |
||||
Date: August 15, 2005 | /S/ MARK R. DOEDE | |||
Mark R. Doede | ||||
President, Chief Operating Officer, and Chief Financial Officer |
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26
1. | I have reviewed this quarterly report on Form 10-Q of Integral Vision, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986] | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/S/ Charles J. Drake | ||||
Charles J. Drake | ||||
Chairman of the Board and Chief Executive Officer |
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1. | I have reviewed this quarterly report on Form 10-Q of Integral Vision, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986] | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/S/ Mark R. Doede | ||||
Mark R. Doede | ||||
President, Chief Operating Officer, and Chief Financial Officer |
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/S/ Charles J. Drake | ||||
Charles J. Drake | ||||
Chairman of the Board and Chief Executive Officer | ||||
/S/ Mark R. Doede | ||||
Mark R. Doede | ||||
President, Chief Operating Officer, and Chief Financial Officer |
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