UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
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Filed
by the Registrant
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Filed
by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under Rule
14a-2
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Integral
Vision, Inc.
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(Name
of the Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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Fee
computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To the
Shareholders of Integral Vision, Inc.:
Notice is hereby given that the Annual
Meeting of Shareholders of Integral Vision, Inc., a Michigan corporation, will
be held at the corporate offices, 49113 Wixom Tech Drive, Wixom, Michigan 48393,
on Wednesday, July 14, 2010 at 4:00 p.m. local time for the following purposes,
all of which are more completely set forth in the accompanying proxy
statement.
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2.
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To
consider and vote upon a proposal to amend our Amended and Restated
Articles of Incorporation to effect a one (1) for ten (10) reverse stock
split of our Common Stock;
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3.
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To
consider and vote upon a proposal to ratify the Amendment and Restatement
of Integral Vision, Inc. 2008 Equity Incentive
Plan;
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4.
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To
ratify the appointment of Rehmann Robson as the Company’s independent
registered public accounting firm for the fiscal year ending December 31,
2010;
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5.
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To
grant management the authority to adjourn, postpone or continue the Annual
Meeting; and
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6.
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To
transact such other business as may properly come before the
meeting.
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In accordance with the Bylaws of the
Company and a resolution of the Board of Directors, the record date for the
meeting has been fixed at June 4, 2010. Only Shareholders of record
at the close of business on that date will be entitled to vote at the
meeting.
By Order of the Board of
Directors
Max A. Coon
Secretary
Wixom,
Michigan
June 4,
2010
YOUR VOTE IS
IMPORTANT
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YOU
ARE URGED TO DATE AND SIGN THE PROXY FORM, INDICATE YOUR CHOICE WITH
RESPECT TO THE MATTERS TO BE VOTED UPON, AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER
THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN
OF YOUR SIGNED PROXY, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL
AID THE COMPANY IN REDUCING THE EXPENSE OF ADDITIONAL PROXY
SOLICITATION. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE
MEETING.
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PROXY
STATEMENT
This statement is furnished in
connection with the solicitation of proxies on behalf of the Board of Directors
of Integral Vision, Inc. (the “Company”) for use at the Annual Meeting of
Shareholders of the Company to be held on July 14, 2010 at 4:00 p.m., or any
adjournments thereof, at the principal executive offices of the Company, located
at 49113 Wixom Tech Drive, Wixom, Michigan 48393. This Proxy
Statement is being mailed on or about June 16, 2010 to all holders of record of
common stock of the Company as of the close of business on June 4,
2010.
PURPOSE
OF THE MEETING
The purpose of this Annual Meeting of
Shareholders shall be to elect Directors, to consider and vote upon a proposal
to amend our Amended and Restated Articles of Incorporation to effect a one (1)
for ten (10) reverse stock split of our Common Stock, to consider and vote upon
a proposal to ratify the Amendment and Restatement of Integral Vision, Inc. 2008
Equity Incentive Plan, to ratify the appointment of Rehmann Robson as the
Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2010, to grant management the authority to adjourn, postpone
or continue the Annual Meeting, and to transact such other business as may
properly come before the meeting.
VOTING
Common Stock with no par value and
Series A Convertible Preferred Stock are the only voting stocks of the
Company. Only holders of record at the close of business on June 4,
2010 are entitled to vote. In the case of Common Stock, holders are
entitled to one (1) vote for each share held. As of June 4, 2010, the
Company had
32,716,409
common shares
outstanding and no preferred shares outstanding. Holders of stock
entitled to vote at the meeting do not have cumulative voting rights with
respect to the election of Directors.
All shares represented by proxies
shall be voted "FOR" each of the matters recommended by management unless the
Shareholder, or his duly authorized representative, specifies otherwise or
unless the proxy is revoked. Any Shareholder who executes the proxy
referred to in this statement may revoke it before it is exercised, provided
written notice of such revocation is received at the office of the Company in
Wixom, Michigan at least twenty-four (24) hours before the commencement of the
meeting, or provided the grantor of the proxy is present at the meeting and,
having been recognized by the presiding officer, announces such revocation in
open meeting. All Shareholders are encouraged to date and sign the
proxy form, indicate their choice with respect to the matters to be voted upon
and return it to the Company.
Directors are elected by plurality
vote, meaning that the five persons receiving the most votes at the meeting,
assuming a quorum is present, are elected as directors of the Company. Most
corporate governance actions other than elections of directors are approved by a
majority of the votes cast, however, the proposal to amend our Amended and
Restated Articles of Incorporation to effect a one (1) for ten (10) reverse
stock split of our Common Stock will require the affirmative vote of the holders
of a majority of the outstanding shares of common stock of the
Company. Although state law and the articles of incorporation and
bylaws of the Company are silent on the issue, it is the intent of the Company
that proxies received which contain abstentions or broker non-votes as to any
matter will be included in the calculations as to the presence of a quorum, but
will not be counted as votes cast in such matter in the calculation as to the
needed majority vote.
ELECTION
OF DIRECTORS
It is the intention of the persons
named in the proxy to vote for election of the following nominees to the Board
of Directors to hold office until the next Annual Meeting or until their
successors are elected. In the event any nominee should be
unavailable, which is not anticipated, the shares may, in the discretion of the
proxy holders, be voted for the election of such persons as the Board of
Directors may submit. Directors are elected for a term of one (1)
year and until their successors are elected and qualified. Although the
Company’s Board of Directors will be composed of five members, the bylaws of the
Company allow for up to nine directors. In the event qualified
individuals are identified after the Annual Meeting of Shareholders, up to four
additional directors could be appointed at such later date by the
Board.
The following information is furnished
concerning the nominees, all of whom have been nominated by the Board of
Directors and are presently Directors of the Company.
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Present Position with the
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Company and Principal
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Served as
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Name
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Occupation
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Age
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Director Since
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Max
A. Coon
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Secretary
and
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75
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1978
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Vice
Chairman of the
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Board
of Integral Vision, Inc.;
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President
and Chairman
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of
the Board of Maxco, Inc.
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Charles
J. Drake
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Chairman
of the Board
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69
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1978
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and
Chief Executive Officer
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of
Integral Vision, Inc.
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Vincent
Shunsky
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Treasurer
and Director
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61
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1978
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of
Integral Vision, Inc.;
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William
B. Wallace
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Director
of Integral Vision,
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65
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1990
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Inc.;
Senior Managing Director
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of
Equity Partners Ltd.,
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a
West Bloomfield, Michigan based
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private
investment banking firm
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Mark
R. Doede
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Director,
President, Chief Operating
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52
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N/A
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Officer,
and Chief Financial Officer
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of
Integral Vision, Inc.
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All of the foregoing Directors and
nominees have been engaged in the principal occupation specified for the
previous five years except Vincent Shunsky who was a Director, Treasurer and
Vice President of Finance of Maxco until December 1, 2005, was affiliated with
the Gannon Group, P.C., a Lansing, Michigan based business and real estate
valuation firm, from January 2006 through March, 2008, and has been Managing
Principal for Corporate Planning & Consulting, LLC from April 2008 to the
present.
Mr. Coon is also a Director of Maxco,
Inc., the common stock of which is traded on the Pink Sheets over-the-counter
(OTC) market.
During the year ended December 31,
2009, there were a total of two (2) meetings of the Board of
Directors. Max A. Coon and Vincent Shunsky were present at fewer than
50% of the meetings held during the period.
The Board of Directors has
established a Compensation Committee whose members are Max A. Coon and Vincent
Shunsky. The Compensation Committee is responsible for establishing
compensation for the Company’s Chief Executive Officer, approving executive
compensation levels of all other executives and authorizing the levels and
timing of bonus payments. In addition, this committee is responsible
for administering the Company's Stock Compensation Plans and the new Equity
Incentive Plan, including designating the recipients and terms of specific
grants. The Compensation Committee acted one (1) time during
the year ended December 31, 2009 to establish compensation criteria and levels
and to grant options.
Director
Nominations
The Company does not have a standing
nominating committee. Because of the small size of the Company and
the technical nature of the industry in which the Company operates, the board
believes it is appropriate for the duties of identifying nominees for election
to the Board of Directors to be performed by the full board, whose members are
identified above. No charter has been adopted for the nominating
committee. Because the common stock of the Company is traded on the
Over the Counter Bulletin Board, the Company is not subject to the listing
requirements of any securities exchange or the Nasdaq Stock Market regarding the
independence of the members of the Board of Directors performing duties
regarding the nomination of director candidates. Nevertheless, Max
Coon, William Wallace and Vincent Shunsky are independent as defined in the
listing standards of the Nasdaq Stock Market.
The Board of Directors will consider
director nominees recommended by shareholders. A shareholder who wishes to
recommend a person or persons for consideration as a nominee for election to the
Board of Directors must send a written notice by mail, c/o Investor Relations,
Integral Vision, Inc., 49113 Wixom Tech Drive, Wixom, Michigan 48393, that sets
forth: (1) the name, address (business and residence), date of birth and
principal occupation or employment (present and for the past five years) of each
person whom the shareholder proposes to be considered as a nominee; (2) the
number of shares of the common stock of the Company beneficially owned (as
defined by section 13(d) of the Securities Exchange Act of 1934) by each such
proposed nominee; (3) any other information regarding such proposed nominee that
would be required to be disclosed in a definitive proxy statement to
shareholders pursuant to section 14(a) of the Securities Exchange Act of 1934;
and (4) the name and address (business and residence) of the shareholder making
the recommendation and the number of shares of the common stock of
the Company beneficially owned (as defined by section 13(d) of the Securities
Exchange Act of 1934) by the shareholder making the
recommendation. The Company may require any proposed nominee to
furnish additional information as may be reasonably required to determine the
qualifications of such proposed nominee to serve as a director of the
Company. Shareholder recommendations will be considered only if
received no less than 120 days before the date of the proxy statement sent to
shareholders in connection with the previous year’s annual meeting of
shareholders.
The Board of Directors will consider
any nominee recommended by a shareholder in accordance with the preceding
paragraph under the same criteria as any other potential nominee. The
Board of Directors believes that a nominee recommended for a position on the
Company’s Board of Directors must have an appropriate mix of director
characteristics, experience, diverse perspectives and skills. For a
new potential board member, the Board of Directors will in the first instance
consider the independence of the potential member and the appropriate size of
the board and then the qualifications of the proposed
member. Qualifications of a prospective nominee that may be
considered by the Board of Directors include:
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Personal
integrity and high ethical
character;
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Professional
excellence;
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Accountability
and responsiveness;
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Absence
of conflicts of interest;
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Fresh
intellectual perspectives and ideas;
and
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Relevant
expertise and experience and the ability to offer advice and guidance to
management based on that expertise and
experience.
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The Company did not receive, by
December 26, 2009, any recommended nominee from any shareholder.
Audit Committee and Committee
Report
.
The Board of Directors has adopted a
Charter to govern the operations of its Audit Committee. A copy of
this Charter is included as an exhibit to the Company's proxy statement. The
Charter requires that the Audit Committee shall be comprised of at least two
directors, each of whom is independent of management and the
Company. As stated above, because the common stock of the Company is
traded on the Over the Counter Bulletin Board, the Company is not subject to the
listing requirements of any securities exchange or the Nasdaq Stock Market
regarding the independence of the members of the Audit
Committee. However, the Charter requires that each member of the
Audit Committee be independent as defined in the listing standards of the Nasdaq
Stock Market.
The Audit Committee oversees the
Company’s financial reporting process on behalf of the Board of
Directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the committee
reviewed the audited financial statements to be included in the Company’s Annual
Report with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial
statements.
The committee reviewed with the
independent auditors, who are responsible for expressing an opinion on the
conformity of those audited financial statements with generally accepted
accounting principles, their judgments as to the quality, not just the
acceptability, of the Company’s accounting principles and such other matters as
are required to be discussed with the committee under generally accepted
auditing standards. Also, the committee has discussed with the
independent auditors the matters required to be discussed by the statement on
Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU
section 380),1 as adopted by the Public Company Accounting Oversight Board in
Rule 3200T. In addition, the committee has discussed with the
independent auditors the auditors’ independence from management and the Company
including the matters described in the written disclosures and letter required
to be furnished by the independent auditors in accordance with the applicable
requirements of the Public Company Accounting Oversight Board.
The committee discussed with the
Company’s independent auditors the overall scope and plans for their
audit. The committee meets with the independent auditors, with and
without management present, to discuss the results of the examinations, their
evaluations of the Company’s internal controls, and the overall quality of the
Company’s financial reporting. The committee held four meetings
during the year ended December 31, 2009.
In reliance on the reviews and
discussions referred to above, the committee recommended to the Board of
Directors (and the board has approved) that the audited financial statements be
included in the Annual Report on Form 10-K for the year ended December 31, 2009
for filing with the Securities and Exchange Commission.
For the year ended December 31, 2009,
the Board of Directors appointed an Audit Committee established in accordance
with section3(a)(58)(A) of the Exchange Act whose members were William B.
Wallace and Vincent Shunsky. It is the opinion of the Board of
Directors that the members of the Audit Committee are each independent under the
above definition. In addition, the Board of Directors has determined
that both William B. Wallace and Vincent Shunsky meet the definition of an
“audit committee financial expert” as defined in Item 401(d)(5)(ii) of
Regulation S-K.
Director
Compensation
Mr. Wallace earns $200 per meeting
and $800 per month for his responsibilities as the Audit Committee
Chairperson. Vincent Shunsky earns $200 per meeting and $600 per
month. None of our other directors receive any fees or other
compensation for acting as directors.
Communications
with the Board of Directors
Shareholders and other interested
parties may communicate with the Board of Directors, including the independent
directors, by sending written communication to the directors c/o the Chairman of
the Board, 49113 Wixom Tech Drive, Wixom, Michigan 48393. All such
communications will be reviewed by the Chairman, or his designate, to determine
which communications will be forwarded to the directors. All
communications will be forwarded except those that are related to Company
products and services, are solicitations, or otherwise relate to improper or
irrelevant topics, as determined in the sole discretion of the Chairman, or his
designate.
The Chairman shall maintain and
provide copies of all such communications received and determined to be
forwarded to the Board of Directors in advance of each of its
meetings. In addition, the Chairman will indicate to the board the
general nature of communications that were not determined to be forwarded and
such communications will be held until each board meeting to be reviewed by any
interested director.
The
Company does not require directors standing for election at an annual meeting of
Shareholders to attend such meeting. All but two of the Company’s
directors attended the Company’s annual meeting of its Shareholders held on May
20, 2009.
EXECUTIVE
OFFICERS
The following table sets forth
information concerning the Executive Officers of the Company.
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Present Position with the
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Company and Principal
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Served as
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Name
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Occupation
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Age
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Officer Since
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Charles
J. Drake
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Chairman
of the Board
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1978
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and
Chief Executive Officer
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of
Integral Vision, Inc.
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Mark
R. Doede
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President,
Chief Operating
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1989
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Officer
and Chief Financial
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Officer
of Integral Vision, Inc.
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Jeffery
Becker
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Senior
Vice President
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48
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2007
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of
Integral Vision, Inc.
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Andrew
Blowers
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Chief
Technical Officer
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42
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2002
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of
Integral Vision, Inc.
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Paul
M. Zink
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Vice
President of Applications
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44
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2007
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Engineering
of Integral Vision, Inc.
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Max
A. Coon
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Secretary
and
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75
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1978
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Vice
Chairman of the
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Board
of Integral Vision, Inc.;
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President
and Chairman
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of
the Board of Maxco, Inc.
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Vincent
Shunsky
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Treasurer
and Director of
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1978
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Integral
Vision, Inc.
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All of the foregoing officers of the
Company have been engaged in the principal occupations specified above for the
previous five years except as follows:
Mr. Becker was appointed Senior Vice
President in May 2007. Mr. Becker served as a Sales Engineer from
2005 to 2007. Prior to 1999, Mr. Becker worked for the Company in
various capacities, including spending extensive time in China for the
Company. From 1999 to 2005 Mr. Becker was not employed by the Company
or involved in any activities associated with our business. We
rehired Mr. Becker in 2005 because of our prior relationship with him,
especially his extensive experience with China.
Mr. Paul
Zink was appointed Vice President Applications Engineering in May 2007. Prior to
that time, Mr. Zink served as Director Vision Applications from November 1998,
Manager Vision Engineering from March 1995 to 1998, Software Supervisor from
June 1993 to 1995 and Software Engineer from March 1991 to 1993.
Vincent Shunsky was a Director,
Treasurer and Vice President of Finance of Maxco until December 1, 2005, was
affiliated with the Gannon Group, P.C., a Lansing, Michigan based business and
real estate valuation firm, from January 2006 through March, 2008, and has been
Managing Principal for Corporate Planning & Consulting, LLC from April 2008
to the present.
EXECUTIVE
COMPENSATION
Compensation
Committee Interlocks and Insider Participation
The Compensation Committee of the Board
of Directors consists of Max A. Coon and Vincent Shunsky. Mr. Coon,
although an officer of the Company, is also an officer and director of Maxco,
Inc., is paid by Maxco, Inc. and receives no compensation from the
Company. Mr. Coon holds $134,012 of Class 3 notes and earned interest
of $2,979 and $10,739 in 2008 and 2009, respectively. Charlevoix
Drive Properties, LLC, of which Max A. Coon is the managing member, holds
$125,000 of Class 2 notes and $152,106 of Class 3 notes and earned interest of
$39,318 and $26,570 in 2009 and 2008, respectively. See Note C – Long Term Debt
and Other Financing of the Notes to Financial Statements included in Item 8 of
this Form 10-K. Mr. Shunsky, although an officer of the Company,
receives no compensation from the Company other than a director fee of $600 per
month and $200 per meeting. The Compensation Committee acted one (1)
time during the year ended December 31, 2009 to establish compensation criteria
and levels and to grant options. The Compensation Committee does not
have a charter.
Overview
and Philosophy
The Committee is responsible for
developing and making recommendations to the Board with respect to the Company's
executive compensation policies. In addition, the Compensation
Committee, pursuant to authority delegated by the Board, determines on an annual
basis the compensation to be paid to the Chief Executive Officer and each of the
other executive officers of the Company. The Chief Executive Officer
has been granted the authority to grant bonuses to other executive officers of
the Company up to a pre-approved amount.
The objectives of the Company's
executive compensation program are to:
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Support
the achievement of desired Company
performance.
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Provide
compensation that will attract and retain superior talent and reward
performance.
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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.
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The executive compensation program
provides an overall level of compensation opportunity that is competitive with
companies of comparable size and complexity. The Compensation
Committee will use its discretion to set executive compensation where, in its
judgment, external, internal or an individual's circumstances warrant
it.
Compensation
Committee Report
The Committee has reviewed and
discussed the Compensation Discussion and Analysis required by Item 402(b) of
Regulation S-K with the management of the Company. Based on such
review and discussion, the Committee recommended to the Board of Directors that
such discussion and analysis be included herein.
As stated above, the Committee consists
of Max A. Coon and Vincent Shunsky.
Executive
Officer Compensation Program
The Company's executive officer
compensation program is composed of base salary, bonus, long-term incentive
compensation in the form of equity, and various benefits, including medical and
employee savings plans, generally available to employees of the
Company.
Base
Salary
Base salary levels for the Company's
executive officers are competitively set relative to other comparable
companies. In determining salaries, the Committee also takes into
account individual experience and performance. Due to the Company’s
circumstances, base salary levels for certain of the Company's executive
officers were unchanged from the prior year.
Stock
Option Program
The stock option program is the
Company's long-term incentive plan for executive officers and key
employees. The objectives of the program are to align executive and
shareholder long-term interests by creating a strong and direct link between
executive pay and shareholder return, and to enable executives to develop and
maintain a significant, long-term stock ownership position in the Company's
common stock.
In May
2008, the 2008 Equity Incentive Plan (“Plan”) allowing the issuance of equity
based incentives on up to 4,828,000 shares of the Company’s common stock was
approved by shareholders. The Plan is designed to promote the
interests of the Company and its shareholders by providing a means by which the
Company can grant equity-based incentives to eligible employees of the Company
or any Subsidiary as well as non-employee directors, consultants, or advisors
who are in a position to contribute materially to the Company’s success
(“Participants”). The Plan permits the Compensation Committee of the
Company's Board of Directors to grant Incentive Stock Options, Non-Qualified
Stock Options, Restricted Stock, and Shares.
In May
2009, the 2008 Equity Incentive Plan was modified by shareholders to allow the
issuance of up to 7,328,000 shares of the Company’s common stock.
In May 2004, a stock option plan
allowing the issuance of options on up to 1,000,000 shares of the Company's
common stock was approved by the Shareholders. This stock option plan
provides for the grant of both options intended to qualify as "incentive stock
options" within the meaning of Section 422A of the Internal Revenue Code, as
amended, and non-statutory stock options which do not qualify for such
treatment. The stock option plan authorizes a committee of directors
to award executive and key employee stock options, as well as options to
directors and non-employees who are in a position to materially benefit the
Company. Stock options are granted at an option price equal to the
fair market value of the Company's common stock on the date of grant, have
ten-year terms and can have exercise restrictions established by the committee,
provided that the Compensation Committee of the Board of Directors is authorized
to approve modifications to the option price and other terms of stock options at
or subsequent to their issuance.
Stock
option plans, each authorizing options on 500,000 shares of our common stock on
substantially the same terms, were approved by our shareholders in 1999 and
1995.
Employee
Savings Plan
Effective July 1, 1986, the Company
adopted a 401(k) Employee Savings Plan. The 401(k) is a “cash or
deferred” plan under which employees may elect to contribute a certain portion
of their compensation which they would otherwise be eligible to receive in
cash. The Company has agreed to make a matching contribution of 20%
of the employees' contributions of up to 6% of their compensation. In
addition, the Company may make a profit sharing contribution at the discretion
of the Board. All full time employees of the Company who have
completed six months of service are eligible to participate in the
plan. Participants are immediately 100% vested in all
contributions. The plan does not contain an established termination
date and it is not anticipated that it will be terminated at any time in the
foreseeable future.
Benefits
The Company provides medical benefits
to the executive officers that are generally available to Company
employees. Additionally, executive officers may be provided with
other benefits, such as life insurance and an automobile allowance.
See the Summary
Compensation Table below for further detail.
Chief
Executive Officer
Charles J. Drake has served as the
Company's Chief Executive Officer since 1978. His base salary for the
2009 fiscal year was $160,000. The bonus paid to Mr. Drake for 2009
was $80,000. Due to the Company’s circumstances, Mr. Drake’s salary
was unchanged from the prior year.
Summary
Compensation Table
The following table sets forth the cash
and non-cash compensation for each of the last two fiscal years awarded to or
earned by the Chief Executive Officer of the Company and to the other executive
officers whose compensation for the 2009 fiscal year exceeded
$100,000:
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|
Name
and Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Awards
($)
|
|
|
Options
($)
1
|
|
|
($)
|
|
|
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
|
|
|
117,439
|
2
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
10,865
|
5
|
|
|
140,306
|
|
|
Senior
Vice President
|
|
2008
|
|
|
104,665
|
2
|
|
|
12,000
|
|
|
|
|
|
|
|
85,531
|
|
|
|
10,384
|
5
|
|
|
212,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
Blowers
|
|
2009
|
|
|
117,000
|
|
|
|
33,000
|
|
|
|
|
|
|
|
|
|
|
|
10,869
|
6
|
|
|
160,869
|
|
|
Chief
Technical Officer
|
|
2008
|
|
|
117,000
|
|
|
|
33,000
|
|
|
|
|
|
|
|
97,306
|
|
|
|
10,388
|
6
|
|
|
257,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
M. Zink
|
|
2009
|
|
|
117,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
9,725
|
7
|
|
|
126,725
|
|
|
Vice
President of Applications
|
|
2008
|
|
|
117,000
|
|
|
|
-
|
|
|
|
|
|
|
|
65,380
|
|
|
|
11,453
|
7
|
|
|
193,833
|
|
1
Refer to Note I of the Financial Statements as presented in the 10-K for the
year ended December 31, 2009 for more information.
2
Includes $20,439 and $19,665 of commissions in 2009 and 2008,
respectively.
3
Includes term life insurance premiums of $300 in 2009 and 2008.
4
Includes term life insurance premiums of $346 in 2009 and 2008.
5
Includes term life insurance premiums of $252 and $253 in 2009 and 2008
respectively.
6
Includes term life insurance premiums of $337 in 2009 and 2008.
7
Includes term life insurance premiums of $327 and $323 in 2009 and 2008
respectively.
Options
Exercised During Fiscal Year
There were no options exercised during
the fiscal year by executive officers named in the Summary Compensation Table
above.
Grants
of Plan Based Awards During Fiscal Year 2009
The following table lists plan based
awards granted to executive officers named in the Summary Compensation Table
above:
|
|
|
|
|
Grants of Plan Based Awards during Fiscal Year 2008
|
|
|
|
|
|
|
Estimated Future
|
|
|
|
|
|
|
|
|
Option Exercise
|
|
|
Grant Date Fair
|
|
|
Name
|
|
Grant Date
|
|
Payout Target (#)
|
|
|
Stock Award
|
|
|
Stock Options
|
|
|
Price ($)
|
|
|
Value ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
R. Doede
|
|
1/1/2009
|
1
|
|
116,000
|
2
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,560
|
|
1
These stock awards were issued from the 2008 Equity Incentive Plan.
2
Grant terms restrict the sale of stock awarded until all Class 2 Notes are
repaid. This restriction was removed May 5, 2010.
Outstanding
Equity Awards at Fiscal Year-End 2009
The
following table lists unexercised options as of December 31, 2009 for the
executive officers named in the Summary Compensation Table above.
|
|
|
|
|
|
Option
Awards
|
|
Stock
Awards
|
|
|
|
|
Number
of Securities Underlying
|
|
|
|
|
|
|
Equity
Incentive Plan
|
|
|
|
|
Unexercised
Options at FY-End (#)
|
|
|
|
|
|
|
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value
of
|
|
|
Number
of
|
|
|
|
|
|
|
|
|
|
|
Option
Exercise
|
|
Option
Expiration
|
|
unearned
|
|
|
unearned
|
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price
($)
|
|
Date
|
|
shares
($)
6
|
|
|
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
|
|
|
|
|
|
|
0.14
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
232,000
|
|
|
|
25,000
|
|
|
|
0.30
|
|
9/16/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
Blowers
|
|
|
30,000
|
|
|
|
|
|
|
|
0.14
|
|
8/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
0.15
|
|
5/7/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
33,000
|
|
|
|
|
|
|
|
0.13
|
|
1/20/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
150,000
|
|
|
|
0.26
|
2
|
2/14/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
|
7,500
|
|
|
|
0.15
|
3
|
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
0.22
|
|
4/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
142,000
|
|
|
|
|
|
|
|
0.17
|
|
5/15/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
208,000
|
|
|
|
35,000
|
|
|
|
0.30
|
|
9/16/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
M. Zink
|
|
|
25,000
|
|
|
|
|
|
|
|
0.15
|
|
5/7/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
0.13
|
|
1/20/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
77,500
|
|
|
|
77,500
|
|
|
|
0.26
|
5
|
2/14/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
4,000
|
|
|
|
0.15
|
3
|
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
82,000
|
|
|
|
|
|
|
|
0.17
|
|
5/15/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
|
|
|
|
|
0.30
|
|
9/16/2018
|
|
|
|
|
|
|
|
|
1
These stock options were issued in exchange for options originally granted on
various dates with a weighted average exercise price of
$0.60.
2
These stock options were issued in exchange for options originally granted on
various dates with a weighted average exercise price of
$0.70.
3
These stock options were issued in exchange for options originally granted on
October 22, 1999 with an exercise price of $1.065.
4
These stock options were issued in exchange for options originally granted on
various dates with a weighted average exercise price of
$0.87.
5
These stock options were issued in exchange for options originally granted on
various dates with a weighted average exercise price of
$0.83.
6
Valued at the closing price of $0.037 on April 23, 2009.
7
Shares do not vest until outstanding Class 2 Notes are paid. This
restriction was removed May 5, 2010.
Refer to
Note I - Share Based Compensation of the Financial Statements as presented in
the 10-K for the year ended December 31, 2009 for more information.
Director
Compensation Table - 2009
The following table sets forth the cash
compensation paid to directors or the Company for the last fiscal
year. No directors received any non-cash compensation. For
compensation paid to Charles J. Drake, refer to the Summary Compensation table
above.
|
|
|
Fees
|
|
|
Name
|
|
Earned
($)
|
|
|
Vincent
Shunsky
|
|
|
7,200
|
|
|
William
Wallace
|
|
|
11,400
|
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act
requires the Company's Directors and Executive Officers or beneficial owners of
over 10% of any class of the Company's equity securities to file certain reports
regarding their ownership of the Company's securities or any changes in such
ownership.
Based solely upon our review of copies
of such reports (and amendments thereto) which we have received during the year
ended December 31, 2009, and written representations of the persons required to
file said reports, we believe that all reporting persons complied with these
reporting requirements during fiscal year 2009 except for the following late
reports: Mr. Max A. Coon was late filing Form 4’s for a January 8, 2009 and a
July 1, 2009 transaction. Mr. Mark Doede was late filing Form 4 for a
January 1, 2009 transaction.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of May 31, 2010 about the shareholders
who we believe are the beneficial owners of more than five percent (5%) of our
outstanding common stock, as well as information about ownership of our common
stock by each of our directors, our chief executive officer, our chief financial
officer, our other three most highly compensated executive officers and our
directors and named executives as a group. Except as described below, we know of
no person that beneficially owns more than 5% of our outstanding common stock.
Except as otherwise noted below, each person or entity named in the following
table has the sole voting and investment power with respect to all shares of our
common stock that he, she or it beneficially owns. Except as otherwise noted
below, the address of each person or entity named in the following table is c/o
Integral Vision, Inc., 49113 Wixom Tech Drive, Wixom, Michigan
48393.
|
Name
and Address of Beneficial Owner
|
|
Type
of Class
|
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
|
Percent
of Class
|
|
|
Austin
W. Marxe
|
|
Common
Stock
|
|
|
5,450,000
|
|
|
|
13.88
|
%
|
|
David
M. Geenhouse (1)
|
|
|
|
|
|
|
|
|
|
|
|
153
East 53rd Street, 55th Floor
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New
York, NY 10022
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Bonanza
Master Fund, LTD (2)
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Common
Stock
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4,970,600
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13.93
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%
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300
Crescent Court, Suite 1740
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Dallas,
TX 75201
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J.
N. Hunter (3)
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Common
Stock
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8,725,679
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20.97
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%
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Industrial
Boxboard Corporation
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2249
Davis Court
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Hayward,
CA 94545
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John
R. Kiely, III (4)
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Common
Stock
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9,142,170
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22.13
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%
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17817
Davis Road
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Dundee,
MI 48131
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Charles
J. Drake (5)
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Common
Stock
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6,645,709
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17.31
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%
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Max
A. Coon (6)
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Common
Stock
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1,727,173
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4.74
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%
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Mark
R. Doede (7)
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Common
Stock
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1,443,255
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3.92
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%
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Jeffery
B. Becker (8)
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Common
Stock
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883,742
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2.42
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%
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Andrew
Blowers (9)
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Common
Stock
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1,261,111
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3.42
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%
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Paul
M. Zink (10)
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Common
Stock
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765,053
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2.10
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%
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Vincent
Shunsky (11)
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Common
Stock
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24,253
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*
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William
B. Wallace
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Common
Stock
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0
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*
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All
Directors and Officers as a Group (8 persons) (12)
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Common
Stock
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12,750,296
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30.19
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%
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*
Beneficial ownership does not exceed 1%.
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(1)
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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:
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(i)
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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.;
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(ii)
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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.;
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(iii)
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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.; and
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(iv)
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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.
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(2)
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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.
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(3)
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The
total beneficial ownership J.N. Hunter
includes:
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(i)
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263,846
shares of common stock held directly by J.N. Hunter in the J.N. Hunter
IRA;
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(ii)
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187,846
shares held by the Industrial Boxboard Company, of which Mr. Hunter
and his spouse are the sole general
partners;
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(iii)
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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;
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(iv)
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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
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(v)
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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;
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but
does not include 3,845,373 shares issuable on the conversion of
convertible notes and exercise of warrants held by the Industrial Boxboard
Corporation Profit Sharing Plan and Trust which are subject to blocker
clauses as follows:
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Shares
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Issued
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Expire
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Type and Price
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Blocker %
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432,567
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1/8/09
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7/1/10
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Convertible
Note @ $0.15 per share
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4.90
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372,033
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7/1/09
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7/1/10
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Convertible
Note @ $0.15 per share
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4.90
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400,707
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1/1/10
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7/1/10
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Convertible
Note @ $0.15 per share
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4.90
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115,068
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2/24/09
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2/24/13
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Warrant
@ $0.15 per share
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9.90
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28,767
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2/24/09
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2/24/13
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Warrant
@ $0.15 per share
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9.90
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57,535
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4/10/09
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4/10/13
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Warrant
@ $0.15 per share
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9.90
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14,384
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4/10/09
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4/10/13
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Warrant
@ $0.15 per share
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9.90
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285,252
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4/10/09
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4/10/13
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Warrant
@ $0.15 per share
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9.90
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22,603
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6/4/09
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6/4/13
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Warrant
@ $0.15 per share
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9.90
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28,767
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7/3/09
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7/3/13
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Warrant
@ $0.15 per share
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4.90
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65,753
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7/28/09
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7/28/13
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Warrant
@ $0.15 per share
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4.90
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45,205
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8/28/09
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8/28/13
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Warrant
@ $0.15 per share
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4.90
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349,518
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7/3/09
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7/3/13
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Warrant
@ $0.15 per share
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4.90
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376,705
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10/8/09
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10/8/13
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Warrant
@ $0.15 per share
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4.90
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699,041
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2/1/10
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2/1/14
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Warrant
@ $0.15 per share
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4.90
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551.469
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3/23/10
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3/23/14
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Warrant
@ $0.15 per share
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4.90
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(5)
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The
total beneficial ownership for John R. Kiely, III
includes:
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(i)
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2,211,988
shares of common stock held directly;
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(ii)
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156,281
shares of common stock issuable upon the exercise of warrants which expire
July 30, 2011 and are held directly;
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(iii)
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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;
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(iv)
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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;
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(v)
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1,291,693
shares held by John R. and Margaret Lee Kiely Revocable Trust, of which
John R. Kiely, III is the sole
trustee;
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(vi)
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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;
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(vii)
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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
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(viii)
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10,200
shares held by Michael H. Kiely Trust, of which John R. Kiely is the
co-trustee.;
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but
does not include 2,762,638 shares issuable on the conversion of
convertible notes and exercise of warrants held by the John R. and
Margaret Lee Kiely Revocable Trust (Revocable Trust), by John R. Kiely,
III in his personal trust (Personal Trust), or held jointly in a trust of
which Michael H. Kiely and John R. Kiely are co-trustees (Joint Trust),
all of which are subject to a blocker clauses as
follows:
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Shares
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Issued
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Expire
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Type and Price
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Held By
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Blocker %
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158,027
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7/1/09
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7/1/10
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Convertible
Note @ $0.15 per share
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Revocable
Trust
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4.90
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170,207
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1/1/10
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7/1/10
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Convertible
Note @ $0.15 per share
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Revocable
Trust
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4.90
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184,467
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7/3/09
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7/3/13
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Warrant
@ $0.15 per share
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Revocable
Trust
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4.90
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198,817
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10/8/09
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10/8/13
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Warrant
@ $0.15 per share
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Revocable
Trust
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4.90
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368,938
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2/1/10
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2/1/14
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Warrant
@ $0.15 per share
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Revocable
Trust
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4.90
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291,054
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3/23/10
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3/23/14
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|
Warrant
@ $0.15 per share
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|
Revocable
Trust
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4.90
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|
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172,127
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|
7/1/09
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|
7/1/10
|
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Convertible
Note @ $0.15 per share
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|
Personal
Trust
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4.90
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185,393
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1/1/10
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|
7/1/10
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Convertible
Note @ $0.15 per share
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Personal
Trust
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4.90
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246,575
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2/18/10
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2/18/14
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|
Warrant
@ $0.15 per share *
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Joint
Trust
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4.90
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139,161
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7/3/09
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7/3/13
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Warrant
@ $0.15 per share
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|
Personal
Trust
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4.90
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|
149,985
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|
10/8/09
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10/8/13
|
|
Warrant
@ $0.15 per share
|
|
Personal
Trust
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|
|
4.90
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|
|
278,322
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|
2/1/10
|
|
2/1/14
|
|
Warrant
@ $0.15 per share
|
|
Personal
Trust
|
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|
4.90
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|
219,565
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|
3/23/10
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3/23/14
|
|
Warrant
@ $0.15 per share
|
|
Personal
Trust
|
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|
4.90
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|
|
(6)
|
The
total beneficial ownership for Mr. Drake
includes:
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(i)
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4,787,803
shares of common stock currently held; and
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|
|
|
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|
(ii)
|
1,857,906
options to purchase common stock which are immediately
exercisable.
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(7)
|
The
total beneficial ownership for Mr. Coon
includes:
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|
(i)
|
929,072
shares of common stock held directly;
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|
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(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;
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(ii)
|
17,059
shares held by Max A. Coon IRA;
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(iii)
|
541,096
shares of common stock issuable upon the conversion of convertible notes
which mature July 1, 201 and are held by Charlevoix Drive Properties, LLC
of which Mr. Coon is a member;
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|
(iv)
|
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 Coon or held by
Charlevoix Drive Properties, LLC, all of which are subject to a blocker
clauses as
follows:
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|
Shares
|
|
Issued
|
|
Expire
|
|
Type and Price
|
|
Held By
|
|
Blocker %
|
|
|
503,452
|
|
1/2/08
|
|
7/1/10
|
|
Convertible
Note @ $0.25 per share
|
|
Max
Coon
|
|
|
4.90
|
|
|
19,860
|
|
1/8/09
|
|
7/1/10
|
|
Convertible
Note @ $0.15 per share
|
|
Max
Coon
|
|
|
4.90
|
|
|
37,127
|
|
1/1/10
|
|
7/1/10
|
|
Convertible
Note @ $0.15 per share
|
|
Max
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
|
|
|
(8)
|
The
total beneficial ownership for Mr. Doede
includes;
|
|
|
(i)
|
341,500
shares of common stock currently held; and
|
|
|
|
|
|
|
(iii)
|
1,101,755
options to purchase common stock which are immediately
exercisable.
|
|
(9)
|
The
total beneficial ownership for Mr. Becker
includes:
|
|
|
(i)
|
24,200
shares of common stock currently held; and
|
|
|
|
|
|
|
(ii)
|
859,542
options to purchase common stock which are immediately
exercisable;
|
|
(10)
|
The
total beneficial ownership for Mr. Blowers
includes:
|
|
|
(i)
|
55,050
shares of common stock currently held; and
|
|
|
|
|
|
|
(ii)
|
1,206,061
options to purchase common stock which are immediately
exercisable;
|
|
|
but
does not include 64,000 options to purchase common stock which become
exercisable January 1, 2011.
|
|
|
|
|
(11)
|
The
total beneficial ownership for Mr. Zink
includes:
|
|
|
(i)
|
15,800
shares of common stock currently held; and
|
|
|
|
|
|
|
(ii)
|
749,253
options to purchase common stock which are immediately
exercisable.
|
|
(12)
|
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.
|
|
(13)
|
The
total beneficial ownership includes 6,192,737 shares of common stock
currently held by our officers and directors; options to purchase
5,774,517 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 Coon and
Charlevoix Properties, LLC as detailed in note 7 above. Total
beneficial ownership does not include options to purchase 64,000 shares
held by one officer which he is eligible to exercise January 1, 2011 or
1,151,601 shares of common stock issuable on the conversion or exercise of
convertible notes and warrants held by Max Coon and Charlevoix Drive
Properties, LLC as detailed in note 7
above.
|
PROPOSED
AMENDMENT TO EFFECT A ONE (1) FOR TEN (10) REVERSE STOCK SPLIT OF
THE COMPANY’S COMMON STOCK
We
believe it is in the best interests of the Company and its shareholders to adopt
an amendment to the Company’s Amended and Restated Articles of Incorporation
authorizing a reverse stock split of our outstanding shares of common
stock. The proposed amendment to our Amended and Restated Articles of
Incorporation is attached to this proxy statement as follows (the
“Amendment”).
Amendment
to the Articles of Incorporation
of
Integral
Vision, Inc.
The
following is hereby added as a new paragraph of the Amended and Restated
Articles of Incorporation:
Effective
upon the filing of this Certificate of Amendment with the Michigan Department of
Energy, Labor and Economic Growth (the “Effective Time”), the shares of Common
Stock issued and outstanding immediately prior to the Effective Time shall be
combined and reclassified into a smaller number of shares such that each ten
shares of issued Common Stock immediately prior to the Effective Time are
reclassified into one share of Common Stock. Notwithstanding the immediately
preceding sentence, no fractional shares shall be issued. The Company will round
up fractional shares to the nearest whole share. Each stock
certificate that, immediately prior to the Effective Time, represented shares of
Common Stock that were issued and outstanding immediately prior to the Effective
Time shall, from and after the Effective Time, automatically and without the
necessity of presenting the same for exchange, represent that number of whole
shares of Common Stock after the Effective Time into which the shares of Common
Stock formerly represented by such certificate shall have been
reclassified.
If the
Amendment is approved, the number of issued and outstanding shares of common
stock would be reduced by an exchange ratio of one (1) share for every ten (10)
shares currently outstanding (the “Exchange Ratio”), and the current authorized
number of shares of our common stock would remain at 90 million, without further
approval of our shareholders. The reverse stock split would become effective
upon filing the Amendment with the Michigan Department of Energy, Labor and
Economic Growth which is anticipated to occur promptly following the Meeting, if
approved.
Purpose
of the Reverse Split
The
Company hopes that the anticipated increase in the price per share as a result
of the reverse split will also encourage greater interest in its common stock
among members of the financial community and the investing public and possibly
create a more liquid market for the Company’s shareholders with respect to those
shares presently held by them. However, the possibility exists that shareholder
liquidity may be adversely affected by the reduced number of shares outstanding
if the reverse split is effected, particularly if the price per share of the
Company’s common stock begins a declining trend after the reverse split is
effected. There can be no assurance that the reverse split will achieve any of
the desired results. There can also be no assurance that the price per share of
the Company’s common stock immediately after the reverse split will increase
proportionately with the reverse split, or that any increase will be sustained
for any period of time. The Company is not aware of any present
efforts by anyone to accumulate its common stock, and the proposed reverse split
is not intended to be an anti-takeover device nor is it part of a broader plan
to take the Company private.
Effects
of Reverse Split on Common Stock
One
principal effect of the reverse split would be to decrease the number of
outstanding shares of our common stock. Except for de minimus adjustments that
may result from the treatment of fractional shares as described below, the
reverse split will not have any dilutive effect on our shareholders since each
shareholder would hold the same percentage of our common stock outstanding
immediately following the reverse split as such shareholder held immediately
prior to the reverse split. The relative voting and other rights that accompany
the shares of common stock would not be affected by the reverse split. Although
the reverse split will not have any dilutive effect on our shareholders (other
than de minimus adjustments that may result from the treatment of fractional
shares), the proportion of shares owned by our shareholders relative to the
number of shares authorized for issuance will decrease because our
Amended and Restated Articles of Incorporation will maintain the current
authorized number of shares of common stock at 90 million. As a result, the
additional authorized shares of common stock will be available for issuance at
such times and for such purposes as the Board may deem advisable without further
action by our shareholders, except as required by applicable laws and
regulations. The proposed Amendment will not otherwise alter or
modify the rights, preferences, privileges or restrictions of the common
stock.
Effect
on Outstanding Stock Option Plans
The
Company presently has two (2) active stock option plans under which new stock
options can be granted, the 2004 Employee Stock Option Plan and the Integral
Vision, Inc. 2008 Equity Incentive Plan. Under the terms
of the plans, when the reverse split becomes effective, the number of shares
available for grant by each plan will be decreased in accordance with the
Exchange Ratio.
Effect
on Outstanding Stock Options
As of May
31, 2010, the Company had 6,160,000 options to purchase Common Stock
outstanding. Under the terms of the options, when the reverse split
becomes effective, the number of shares covered by each option will be decreased
and the conversion or exercise price per share will be increased in accordance
with the Exchange Ratio.
Effect
on Outstanding Warrants
As of May
31, 2010, the Company had warrants for the purchase of approximately 15,316,434
shares of Common Stock outstanding. Under the terms of the warrants,
when the reverse split becomes effective, the number of shares covered by each
warrant will be decreased and the exercise price per share will be increased in
accordance with the Exchange Ratio.
Effect
on Outstanding Class 3 Convertible Notes
As of May
31, 2010, the Company had Class 3 Notes convertible into approximately
23,233,132 shares of Common Stock outstanding. Under the terms of the
Class 3 Notes, when the reverse split becomes effective, the conversion price
per share of Common Stock will be increased in accordance with the Exchange
Ration causing the number of shares available on conversion to be decreased in
accordance with the Exchange Ratio.
No
Effect on Legal Ability to Pay Dividends
The
Company does not believe the reverse split will have any effect with respect to
future distributions, if any, to the Company’s shareholders. The
Company has never declared or paid any cash dividends on our Common
Stock. We currently intend to retain any earnings for use in
our operations and expansion of our business and therefore do not anticipate
paying any cash dividends in the foreseeable future.
Payment
for Fractional Shares; Book Entry Form of Shares
The
Company will appoint Registrar and Transfer Company to act as exchange agent for
holders of common stock in connection with the reverse split. The Company will
not issue fractional shares with respect to the reverse split, but will instruct
the Company’s transfer agent to round up any fractional share to the nearest
whole share. Some of the Company’s outstanding common stock is registered in the
names of clearing agencies and broker nominees. Because the Company does not
know the number of shares held by each beneficial owner for whom the clearing
agencies and broker nominees are record holders, the Company cannot predict with
certainty the number of fractional shares that will result from the reverse
split or the total number of additional shares that will be issued as a result
of rounding up fractional shares. However, the Company does not expect that the
amount will be material. As of the Record Date, the Company had
approximately 322 holders of record of the Company’s common stock and
approximately 1,200 beneficial holders. The Company does not expect the reverse
split to result in a significant reduction in the number of record holders. The
Company presently does not intend to seek any change in its status as a
reporting company for federal securities law purposes, either before or after
the reverse split. Some of our shareholders of record hold their
shares of common stock in certificate form. On or after the effective date of
the reverse split, the Company will mail a letter of transmittal to each such
shareholder. Each such shareholder will be able to obtain a new stock
certificate evidencing its post-reverse-split shares if it sends the exchange
agent its old stock certificate(s), together with the properly executed and
completed letter of transmittal, and such evidence of ownership of the shares as
the Company may require. Such shareholders will not receive a new stock
certificate for post-reverse-split shares unless and until their old
certificates are surrendered. Such shareholders should not forward their
certificates to the exchange agent until they receive the letter of transmittal
and they should only send in their certificates with the letter of transmittal.
Shareholders who hold shares in street name through a nominee (such as a bank or
broker) will be treated similarly as shareholders of record, and nominees will
be instructed to effect the reverse split for their beneficial holders. However,
nominees may have different procedures and shareholders holding shares in street
name should contact their nominees.
Shareholders
will not have to pay any service charges in connection with the exchange of
their Certificates unless they have lost their certificate in which case a
$45.00 lost certificate processing fee and a surety bond, whose price is
dependant on the number of shares on the certificate, will be
required.
Approval
Required
The
affirmative vote of the holders of a majority of the outstanding shares of
common stock of the Company is required for the approval of this proposed
Amendment. Both abstentions and broker non-votes will have the effect
of a negative vote. Unless otherwise directed by a shareholder’s proxy, the
persons named as proxy voters in the accompanying proxy will vote FOR this
Amendment. The approval of this proposal is not a condition to the approval of
any other proposals submitted to the shareholders.
The Board of Directors recommends a
vote FOR this proposal to amend our Amended and Restated Articles of
Incorporation
.
PROPOSED
AMENDMENT OF 2008 EQUITY INCENTIVE PLAN
NOTE: IF
REVERSE STOCK SPLIT IS APPROVED BY THE SHAREHOLDERS, SHARES AVAILABLE FOR ISSUE
UNDER THE PROPOSED AMENDMENT OF THE INTEGRAL VISION, INC., 2008 EQUITY INCENTIVE
PLAN WILL DECREASE IN ACCORDANCE WITH THE EXCHANGE RATIO.
The
Company's Board of Directors adopted the Integral Vision Inc. 2008 Equity
Incentive Plan, effective March 24, 2008, contingent on shareholder approval,
which was obtained at the 2008 annual shareholders meeting. The
Company’s Board of Directors adopted the Amendment and Restatement of Integral
Vision, Inc., 2008 Equity Incentive Plan (together the “Plan”), effective March
24, 2009, contingent on shareholder approval, which was obtained at the 2009
annual shareholders meeting.
The Plan
is designed to promote the interests of the Company and its shareholders by
providing a means by which the Company can grant equity-based incentives to
eligible employees of the Company or any Subsidiary as well as non-employee
directors, consultants, or advisors who are in a position to contribute
materially to the Company's success (“Participants”) Presently, there are
approximately 12 participants. The Plan permits the Compensation
Committee of the Company's Board of Directors ("Compensation Committee") to
grant Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock,
and Shares. A copy of the Plan, as amended and restated effective
March 24, 2009, was filed as Exhibit 10.6 to the Company's Definitive Schedule
14A, filed April 6, 2009.
As
amended and restated on March 24, 2009, the Plan provided for up to the
following number of Shares to be used for Awards:
(a) 7,328,000
shares, plus
(b) Any
Shares covered by an Award under the Plan or option under the 2004 Employee
Stock Option Plan that are forfeited or remain unpurchased or undistributed upon
termination or expiration of the Award or option under the Prior Plan,
plus
(c) Any
Shares exchanged by a Participant as full or partial payment to the Company of
the Exercise Price of any Award under the Plan.
Of the
Shares authorized for Awards, no Shares remained available as of May 31,
2010. As a result, the Board, pursuant to the recommendation of the
Compensation Committee, has adopted an amendment of the Plan, contingent on
shareholder approval, which makes an additional 6,672,000 Shares available for
Awards under the Plan. The amendment also eliminates the
limitations on the number of Shares available for Awards to an individual
participant in a given year.
A copy of
the Plan, as Amended and Restated to reflect the foregoing amendment, is set out
in
Exhibit 10(
7
)
to
this Proxy Statement.
RELATIONSHIP
WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Rehmann Robson served the
Company as its independent auditors for the year ended December 31,
2009. A representative of Rehmann Robson is expected to be present at
the Annual Meeting of Shareholders, will be available to respond to appropriate
questions, and will have the opportunity to make a statement if he or she
desires to do so.
During the years ended December 31,
2008 and December 31, 2009, Rehmann Robson billed the Company for its services
as follows:
Audit Fees.
For aggregate
fees billed for professional services rendered for the audit of the Company’s
annual financial statements for the years ended December 31, 2008 and December
31, 2009 and the reviews of the financial statements included in the Company’s
quarterly reports filed with the Securities and Exchange Commission during the
years:
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2008:
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$
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56,500
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2009:
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$
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50,950
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Tax Fees
. For
aggregate fees billed for professional services rendered for the preparation of
the Company’s annual tax returns for the years ended December 31,
2008 and December 31, 2009:
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2008:
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$
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3,000
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2009:
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$
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3,000
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All Other
Fees
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For aggregate fees
billed for professional fees with regard to the SEC comment letter on the
registration statement and specific tax consulting projects for the years ended
December 31, 2008 and December 31, 2009:
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2008:
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$
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11,000
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2009:
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$
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12,950
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The Audit Committee of the Company's
Board of Directors is of the opinion that the provision of services described
above was compatible with maintaining the independence of Rehmann Robson
.
All services
rendered to the Company by Rehmann Robson are permissible under applicable laws
and regulations, and are pre-approved by the Audit Committee. A
statement of work and associated fees for audit and tax services is negotiated
by the Audit Committee before work is begun. Professional services
outside of the statement of work are requested on an as needed
basis. These services are actively monitored (both spending level and
work content) by the Audit Committee to maintain the appropriate objectivity and
independence in Rehmann Robson’s core work, which is the audit of the Company’s
financial statements. The Company’s Board of Directors has accepted
the recommendation of the Audit Committee that the Company retain the firm of
Rehmann Robson to serve as the Company’s independent auditors for the year ended
December 31, 2010.
SHAREHOLDER
PROPOSALS
Any proposals which Shareholders of the
Company intend to present at the next annual meeting of the Company must be
received at the Company by December 8, 2010, for inclusion in the Company's
proxy statement and proxy form for that meeting. Where a Shareholder
making a proposal does not choose to seek to have such proposal included in the
Company's proxy materials, such proposal will not be considered timely for
submission at the next annual meeting unless it is received by the Company by
February 22, 2011, and in such case, the Company's proxy will provide the
management proxies with discretionary authority to vote on such proposal without
any discussion of the matter in the proxy statement. Proposals should
be directed to the attention of Investor Relations at the offices of the
Company, 49113 Wixom Tech Drive, Wixom, Michigan 48393.
DELIVERY
TO SHAREHOLDERS SHARING AN ADDRESS
Only one copy of the notice of this
proxy statement is being delivered to two or more shareholders who share an
address, unless the Company has received contrary instructions from one or more
of such shareholders. A separate copy of the notice will be promptly
delivered upon written or oral request of a shareholder at a shared address
directed to the attention of Investor Relations at the offices of the Company,
49113 Wixom Tech Drive, Wixom, Michigan 48393, telephone number
248-668-9230. Shareholders at a shared address who wish to receive
multiple copies of the Company's notices in the future, or alternatively who are
receiving multiple copies and wish to receive only a single copy, may direct
their request to the attention of Investor Relations at the forgoing address and
telephone number.
OTHER
BUSINESS
The Company’s management knows of no
other matters that may come before the meeting. However, if other
matters do come before the meeting, the proxy holders will vote in accordance
with their best judgment.
The cost of solicitation of proxies
will be borne by the Company. In addition to solicitations by use of
the mails, officers and regular employees of the Company may solicit proxies by
telephone or in person.
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By
Order of the Board of Directors
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Max
A. Coon
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Secretary
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INTEGRAL
VISION, INC.
Proxy
solicited on behalf of the Board of Directors
for
Annual Meeting of Shareholders
to
be held May 19, 2010.
The
undersigned hereby constitutes and appoints Max A. Coon and Charles J. Drake,
and each or any of them, attorney and proxy for and in the names and stead of
the undersigned, to vote all stock of Integral Vision, Inc. (“Integral Vision”)
on all matters unless the contrary is indicated herein at the Annual Meeting of
Shareholders to be held at the corporate offices, 49113 Wixom Tech Drive, Wixom,
Michigan 48393 on May 19, at 4:00 p.m. local time or at any adjournments
thereof, according to the number of votes that the undersigned could vote if
personally present at said meeting. The undersigned directs that this
proxy be voted as follows on the reverse side.
This
proxy, when properly executed will be voted in the manner directed herein by the
undersigned Shareholder. If no direction is made, this proxy will be
voted FOR the Proposals.
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.
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HAS
YOUR ADDRESS CHANGED?
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DO
YOU HAVE ANY COMMENTS?
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For
All
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With-
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For
All
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Nominees
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hold
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Except
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M.
Coon
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V.
Shunsky
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C.
Drake
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W.
Wallace
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M.
Doede
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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 Amended and Restated Articles of
Incorporation to effect a one (1) for ten (10) reverse stock split of our common
stock.
For
o
Against
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Abstain
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3. AUTHORITY
TO ADJOURN, POSTPONE OR CONTINUE THE ANNUAL MEETING
The
management of the Company is granted the authority to adjourn, postpone or
continue the Annual Meeting.
For
o
Against
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Abstain
o
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4.
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AMENDMENT
AND RESTATEMENT OF INTEGRAL VISION, INC. 2008 EQUITY COMPENSATION
PLAN
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The
Company is authorized to adopt the Amendment and Restatement of Integral
Vision, Inc., 2008 Equity Compensation Plan which increases the maximum
shares of its common stock awardable by 6,672,000 shares and eliminates
the limitations on the number of Shares available for Awards to an
individual participant in a given
year.
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For
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Against
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Abstain
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5. RATIFY
THE APPOINTMENT OF REHMANN ROBSON AS AUDITORS
Appoint
Rehmann Robson as auditors for the fiscal year ending December 31,
2010.
For
o
Against
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Abstain
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6. 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.
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RECORD
DATE SHARES:
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Please be sure to sign and date this
Proxy.
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DATED:
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, 2010
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Shareholder
sign here
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Co-owner
sign here
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INTEGRAL
VISION, INC.
AUDIT
COMMITTEE CHARTER
Organization
This
charter governs the operations of the audit committee. The committee
shall review and reassess the charter at least annually and obtain the approval
of the Board of Directors. The committee shall be appointed by the
Board of Directors and effective June 14, 2001 shall comprise at least two
directors, each of whom are independent of management and the
Company. Members of the committee shall be considered independent if
they have no relationship that may interfere with the exercise of their
independence from management and the Company. All committee members
shall be financially literate, [or shall become financially literate within a
reasonable period of time after appointment to the committee,] and at least one
member shall have accounting or related financial management
expertise.
Statement of
Policy
The audit
committee shall provide assistance to the Board of Directors in fulfilling their
oversight responsibility to the shareholders, potential shareholders, the
investment community, and others relating to the Company's financial statements
and the financial reporting process, the systems of internal accounting and
financial controls, the internal audit function, the annual independent audit of
the Company's financial statements, and the legal compliance and ethics programs
as established by management and the Board. In so doing, it is the
responsibility of the committee to maintain free and open communication between
the committee, independent auditors, the internal auditors, and management of
the Company. In discharging its oversight role, the committee is
empowered to investigate any matter brought to its attention with full access to
all books, records, facilities, and personnel of the Company and the power to
retain outside counsel, or other experts for this purpose.
Responsibilities and
Processes
The
primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the Board and report the results of
their activities to the Board. Management is responsible for
preparing the Company's financial statements, and the independent auditors are
responsible for auditing those financial statements. The committee in
carrying out its responsibilities believes its policies and procedures should
remain flexible, in order to best react to changing conditions and
circumstances. The committee should take the appropriate actions to
set the overall corporate "tone" for quality financial reporting, sound business
risk practices, and ethical behavior.
INTEGRAL
VISION, INC.
AUDIT
COMMITTEE CHARTER
(Continued)
The
following shall be the principal recurring processes of the audit committee in
carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the committee may supplement them
as appropriate.
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·
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The
committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board and the audit committee, as representatives of
the Company's shareholders. The committee shall have the
ultimate authority and responsibility to evaluate and, where appropriate,
recommend to the Board the replacement of the independent
auditors. The committee shall discuss with the auditors their
independence from management and the Company and the matters included in
the written disclosures required by the Independence Standards
Board. Annually, the committee shall review and recommend to
the board the selection of the Company’s independent
auditors.
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·
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The
committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits including
the adequacy of staffing and compensation. Also, the committee
shall discuss with management, the internal auditors, and the independent
auditors the adequacy and effectiveness of the accounting and financial
controls, including the Company’s system to monitor and manage business
risk, and legal and ethical compliance programs. Further, the
committee shall meet separately with the internal auditors and the
independent auditors, with and without management present, to discuss the
results of their examinations.
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·
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The
committee shall review the interim financial statements with management
and the independent auditors prior to the filing of the Company's
Quarterly Report on Form 10-Q. Also, the committee shall
discuss the results of the quarterly review and any other matters required
to be communicated to the committee by the independent auditors under
generally accepted auditing standards. The chair of the
committee may represent the entire committee for the purposes of this
review.
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The
committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-K (or the annual report to shareholders if distributed prior to the
filing of Form 10-K), including their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial
statements. Also, the committee shall discuss the results of
the annual audit and any other matters required to be communicated to the
committee by the independent auditors under generally accepted auditing
standards, including matters required to be discussed by SAS
61. The committee is to make a recommendation to the Board of
Directors each year as to whether the audited financial statements be
included in the Company’s Annual Report on Form 10-K filing with the
Securities Exchange Commission. The committee will review the
required disclosures to be made by the Company in the annual proxy
statement of the Company and approve such disclosures prior to filing with
the Securities Exchange Commission.
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Adopted
May 24, 2000 and amended as of April 15, 2005
Integral Vision (CE) (USOTC:INVI)
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