x
|
Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the fiscal year ended December 31, 2008.
|
¨
|
Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the transition period from _______ to ________ .
|
Michigan
|
38-2191935
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
49113
Wixom Tech Drive, Wixom, Michigan
|
48393
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's telephone number,
including area
code: (248)
668-9230
|
2007
|
2008
|
|||||||||||||||||||||||||||||||
Mar 31
|
Jun 30
|
Sept 30
|
Dec 31
|
Mar 31
|
Jun 30
|
Sept 30
|
Dec 31
|
|||||||||||||||||||||||||
High
|
$ | 0.70 | $ | 0.51 | $ | 0.49 | $ | 0.28 | $ | 0.35 | $ | 0.40 | $ | 0.55 | $ | 0.54 | ||||||||||||||||
Low
|
0.49 | 0.28 | 0.28 | 0.06 | 0.09 | 0.14 | 0.21 | 0.12 |
Equity
Compensation Plan Information
|
||||||||||||
Plan
Category
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights
|
Weighted-average
exercise price of
outstanding
options, warrants,
and rights
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
|
|||||||||
(a)
|
(b)
|
c
|
||||||||||
Equity
compensation plans approved by security holders
|
3,795,000 | $ | 0.23 | 1,316,000 | ||||||||
Equity
compensation plans not approved by security holders
|
- | - | - | |||||||||
Total
|
3,795,000 | $ | 0.23 | 1,316,000 |
|
a)
|
The
holders of $1,437,000 of Class 2 Notes issued prior to December 1, 2007
elected to receive 12% interest per annum effective as January 2, 2008 and
to cease warrant accrual as of January 3, 2008. For certain
Class 2 Noteholders, the maturity date for $718,500 of Class 2 Notes was
extended to July 1, 2009 and the maturity date for $718,500 of Class 2
Notes was extended to October 1, 2009. The holders of
$1,477,000 of the Class 2 Notes issued prior to December 1, 2007 elected
to receive 8% interest per annum effective as of January 2, 2008 and to
cease warrant accrual as of January 3,
2008.
|
|
b)
|
The
holders of $1,477,000 of the Class 2 Notes issued prior to December 1,
2007 and of $1,803,000 of Class 2 Notes issued after December 1, 2007 (and
accumulated interest thereon) have exchanged their Class 2 Notes for Class
3 Notes that will mature on July 1, 2010. Such Class 3 Notes
will earn 8% interest per annum and will be convertible into common stock
of the Company at a conversion price of $0.25 per
share.
|
|
c)
|
The
holders of $234,000 of Class 3 Notes agreed to amend the terms of their
Class 3 Notes by extending the maturity date to July 1, 2010 and reducing
the conversion price of their Class 3 Notes from $1.00 per share to $0.25
per share.
|
|
d)
|
The
holders of $69,500 of Class 3 Notes agreed to exchange their Class 3 Notes
for Class 2 Notes that will earn 12% interest per annum and have a
maturity date of July 1, 2009. The holders of $69,500 of Class
3 Notes agreed to exchange their Class 3 Notes for Class 2 notes that will
earn 12% interest per annum and have a maturity date of October 1,
2009.
|
Exhibit
Number
|
Description of Document |
3.1
|
Articles
of Incorporation, as amended (filed as Exhibit 3.1 to the registrant's
Form 10-K for the year ended December 31, 1995, SEC file 0-12728, and
incorporated herein by
reference).
|
3.2
|
Bylaws
of the Registrant, as amended (filed as Exhibit 3.2 to the registrant's
Form 10-K for the year ended December 31, 1994, SEC file 0-12728, and
incorporated herein by reference).
|
4.1
|
Form
of Fourth Amended Note and Warrant Purchase Agreement including Form of
Integral Vision, Inc. Class 3 Note (filed as Exhibit 4.8 to registrant’s
Form 10-K for the year ended December 31, 2003, SEC file 0-12728, and
incorporated herein by reference).
|
4.2
|
Securities
Purchase Agreement, Effective April 12, 2005 (filed as Exhibit 4.(A) to
registrant’s Form 8-K filed April 14, 2005, SEC file 0-12728, and
incorporated herein by reference).
|
4.3
|
Form
of Consent to Modifications dated November 14, 2006 modifying the terms of
the Fourth Amended Note and Warrant Purchase Agreement including Form of
Integral Vision, Inc. Class 2 Warrant (filed as Exhibit 4.9 to
registrant’s Form 10-Q for the quarter ended September 30, 2006, SEC file
0-12728, and incorporated herein by
reference).
|
4.4
|
Form
of Consent to Modifications dated August 13, 2007 modifying the terms of
the Fourth Amended Note and Warrant Purchase Agreement (filed as Exhibit
4.4 to registrant’s Form 10-QSB for the quarter ended June 30, 2007, SEC
file 0-12728, and incorporated herein by
reference).
|
4.5
|
Form
of Consent to Modifications dated October 10, 2007 modifying the terms of
the Fourth Amended Note and Warrant Purchase Agreement (filed as Exhibit
4.6 to registrant’s Form 10-QSB for the quarter ended September 30, 2007,
SEC file 0-12728, and incorporated herein by
reference).
|
4.6
|
Form
of Consent to Modifications dated January 18, 2008 modifying the terms of
the Fourth Amended Note and Warrant Purchase Agreement (filed as Exhibit
4.6 to the registrant’s Form 10-KSB for the year ended December 31, 2007,
SEC file 000-12728, and incorporated herein by
reference).
|
4.7
|
Form
of Amended Collateral Assignment of Proprietary Rights dated March 5, 2008
(filed as Exhibit 4.7 to the registrant’s Form 10-KSB for the year ended
December 31, 2007, SEC file 000-12728, and incorporated herein by
reference).
|
4.8
|
Form
of Amended Security Agreement dated March 6, 2008 (filed as Exhibit 4.8 to
the registrant’s Form 10-KSB for the year ended December 31, 2007, SEC
file 000-12728, and incorporated herein by
reference).
|
4.9
|
Form
of Consent to Amend and Replace Agreements dated March 12, 2008 (filed as
Exhibit 4.9 to the registrant’s Form 10-KSB for the year ended December
31, 2007, SEC file 000-12728, and incorporated herein by
reference).
|
4.10
|
Form
of Fifth Amended and Restated Note and Warrant Purchase Agreement (filed
as Exhibit 4.10 to the registrant’s Form 10-KSB for the year ended
December 31, 2007, SEC file 000-12728, and incorporated herein by
reference).
|
4.11
|
Waiver
and Amendment Agreement, effective September 15, 2008, and the
Registration Rights Agreement and common stock Warrants, made a part
thereof, among the respective parties thereto (filed as Exhibit 4.1 to the
registrant’s Form 8-K filed September 15, 2008, SEC file 0-12728, and
incorporated herein by reference).
|
4.12
|
Exchange
Agreements, effective September 15, 2008, among the respective parties
thereto (filed as Exhibit 4.3 to the registrant’s Form 8-K filed September
15, 2008, SEC file 0-12728, and incorporated herein by
reference).
|
10.1
|
Integral
Vision, Inc. Employee Stock Option Plan (filed as Exhibit 10.5 to the
registrant's Form 10-Q for the quarter ended September 30, 1995, SEC file
0-12728, and incorporated herein by
reference).
|
10.2
|
Form
of Confidentiality and Non-Compete Agreement Between the Registrant and
its Employees (filed as Exhibit 10.4 to the registrant's Form 10-K for the
year ended December 31, 1992, SEC File 0-12728, and incorporated herein by
reference).
|
10.3
|
Integral
Vision, Inc. 1999 Employee Stock Option Plan (filed as exhibit 10.5 to the
registrant’s Form 10-Q for the quarter ended June 30, 1999 and
incorporated herein by reference).
|
10.4
|
Integral
Vision, Inc. 2004 Employee Stock Option Plan (filed as exhibit 10.11 to
the registrant’s Form 10-Q for the quarter ended June 30,
2004 and incorporated herein by
reference).
|
10.5
|
Integral
Vision, Inc. 2008 Equity Incentive Plan (filed as Exhibit 10.5 to the
registrant’s Form 10-KSB for the year ended December 31, 2007, SEC file
000-12728, and incorporated herein by
reference).
|
10.6
|
Amendment
and Restatement of Integral Vision, Inc. 2008 Equity Incentive Plan (filed
as Exhibit 10.6 to the registrant’s Schedule 14A filed March 26, 2009, SEC
file 000-12728, and incorporated herein by
reference).
|
14
|
Code
of Ethics (filed as Exhibit 14 to the registrant’s Form 10-KSB for the
year ended December 31, 2007, SEC file 000-12728, and incorporated herein
by reference).
|
31.1
|
Certification
of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14(a)
or Rule 15d-14(a).
|
31.2
|
Certification
of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14(e)
or Rule 15d-14(a).
|
32.1
|
Certification by Chief Executive
Officer of Periodic Report Pursuant to 18 U.S.C. Section
1350.
|
32.2
|
Certification
by Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350.
|
By: /S/ CHARLES J. DRAKE
|
Charles
J. Drake, Chairman of the Board
and
Chief Executive Officer
|
Date:
March 31, 2009
|
By: /S/ MARK R. DOEDE
|
Mark
R. Doede, President, Chief Operating
Officer,
Chief Financial Officer, and Principal
Accounting
Officer
|
Date: March 31, 2009 |
/S/ CHARLES J. DRAKE
|
Chairman
of the Board, Chief
|
|
Charles
J. Drake
|
Executive
Officer, and Director
|
|
Date:
March 31, 2009
|
||
/S/ MAX A. COON
|
Vice
Chairman, Secretary and Director
|
|
Max
A. Coon
|
||
Date:
March 31, 2009
|
||
/S/ VINCENT SHUNSKY
|
Treasurer
and Director
|
|
Vincent
Shunsky
|
||
Date:
March 31, 2009
|
||
/S/ WILLIAM B. WALLACE
|
Director
|
|
William
B. Wallace
|
||
Date:
March 31, 2009
|
December
31
|
||||||||
|
2008
|
2007
|
||||||
|
(in
thousands)
|
|||||||
Assets
|
||||||||
Current
assets
|
||||||||
Cash
|
$ | 144 | $ | 11 | ||||
Accounts
receivable
|
208 | 75 | ||||||
Inventories
|
325 | 265 | ||||||
Other
current assets
|
131 | 97 | ||||||
Total
current assets
|
808 | 448 | ||||||
Property
and equipment
|
||||||||
Building
improvements
|
4 | 4 | ||||||
Production
and engineering equipment
|
234 | 234 | ||||||
Furniture
and fixtures
|
80 | 80 | ||||||
Computer
equipment
|
191 | 190 | ||||||
Marketing/demonstration
equipment
|
139 | 139 | ||||||
|
648 | 647 | ||||||
Less
accumulated depreciation
|
491 | 431 | ||||||
Net
property and equipment
|
157 | 216 | ||||||
Other assets - net
of accumulated amortization of $1,519,000 for
2008 and $1,493,000 for
2007
|
72 | 34 | ||||||
|
72 | 34 | ||||||
Total
assets
|
$ | 1,037 | $ | 698 | ||||
Liabilities
and Stockholders' Deficit
|
||||||||
Current
liabilities
|
||||||||
Notes
payable
|
$ | 1,786 | $ | 3,342 | ||||
Accounts
payable
|
141 | 75 | ||||||
Accrued
compensation and related costs
|
283 | 298 | ||||||
Accrued
interest
|
446 | 196 | ||||||
Accrued
product warranty
|
84 | 82 | ||||||
Other
accrued liabilities
|
54 | 40 | ||||||
Deferred
revenue
|
656 | - | ||||||
Total
current liabilities
|
3,450 | 4,033 | ||||||
Long-term
debt
|
3,671 | - | ||||||
Total
liabilities
|
7,121 | 4,033 | ||||||
Stockholders'
deficit
|
||||||||
Preferred
stock, 400,000 shares authorized; none issued
|
- | - | ||||||
Common
stock, without par value, stated value $.20 per share; 70,000,000 shares
authorized; 29,566,409 shares issued and outstanding
|
5,913 | 5,913 | ||||||
Additional
paid-in capital
|
47,391 | 39,407 | ||||||
Accumulated
deficit
|
(59,388 | ) | (48,655 | ) | ||||
Total stockholders' deficit
|
(6,084 | ) | (3,335 | ) | ||||
Total liabilities and
stockholders' deficit
|
$ | 1,037 | $ | 698 |
Year
Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
(In
thousands, except per share data)
|
||||||||
Revenues:
|
||||||||
Net
product sales
|
$ | 1,002 | $ | 1,059 | ||||
Net
revenue from product development agreements
|
25 | 92 | ||||||
Total
net revenues (See Note B)
|
1,027 | 1,151 | ||||||
Costs
of sales:
|
||||||||
Costs
of sales for products
|
573 | 781 | ||||||
Cost
of sales for product development agreements
|
- | 97 | ||||||
Depreciation
and amortization
|
17 | 17 | ||||||
Total
costs of sales
|
590 | 895 | ||||||
Gross
margin
|
437 | 256 | ||||||
Other
costs and expenses:
|
||||||||
Marketing
|
673 | 608 | ||||||
General
and administrative - net
|
1,713 | 1,327 | ||||||
Engineering
and development - net
|
1,032 | 1,146 | ||||||
Total
other costs and expenses
|
3,418 | 3,081 | ||||||
Operating
loss
|
(2,981 | ) | (2,825 | ) | ||||
Other
income
|
29 | 13 | ||||||
Interest
expense
|
(921 | ) | (230 | ) | ||||
Extinguishment
loss from modification and exchange of
|
||||||||
debt
instruments (See Note C)
|
(2,644 | ) | - | |||||
Modification
and issuance of warrants to PIPE Equity
|
||||||||
Investors
|
(4,217 | ) | - | |||||
Foreign
currency translation gain
|
1 | 1 | ||||||
Loss
from operations before income taxes
|
(10,733 | ) | (3,041 | ) | ||||
Income
taxes
|
- | - | ||||||
Net
loss
|
$ | (10,733 | ) | $ | (3,041 | ) | ||
Basic
and diluted loss per share
|
$ | (0.36 | ) | $ | (0.10 | ) | ||
Weighted
average number of shares outstanding of common stock and common stock
equivalents, where applicable
|
29,566 | 29,534 |
Number
of
Common
Shares
Outstanding
|
Common
Stock
|
Preferred
Stock
|
Additional
Paid-In
Capital
|
Accumulated
Deficit
|
Total
|
|||||||||||||||||||
(in
thousands, except number of common shares outstanding)
|
||||||||||||||||||||||||
Balances
at January 1, 2007
|
29,491,409 | $ | 5,898 | $ | - | $ | 39,296 | $ | (45,614 | ) | $ | (420 | ) | |||||||||||
Net
loss for the year
|
(3,041 | ) | (3,041 | ) | ||||||||||||||||||||
Stock
options exercised
|
75,000 | 15 | (7 | ) | 8 | |||||||||||||||||||
Warrants
issued
|
21 | 21 | ||||||||||||||||||||||
Share-based
compensation
|
97 | 97 | ||||||||||||||||||||||
Balances
at December 31, 2007
|
29,566,409 | $ | 5,913 | $ | - | $ | 39,407 | $ | (48,655 | ) | $ | (3,335 | ) | |||||||||||
Net
loss for the year
|
(10,733 | ) | (10,733 | ) | ||||||||||||||||||||
Issuance
of warrants for settlement of interest on Class 2 Notes (See Note C
)
|
243 | 243 | ||||||||||||||||||||||
Modification
and issuance of warrants to PIPE Equity Investors (See Note I
)
|
4,217 | 4,217 | ||||||||||||||||||||||
Extinguishment
loss from modification and exchange of debt instruments (See Note
C)
|
2,644 | 2,644 | ||||||||||||||||||||||
Modification
of warrants previously issued in settlement of interest (See Note
C)
|
230 | 230 | ||||||||||||||||||||||
Issuance
of restricted stock
|
207 | 207 | ||||||||||||||||||||||
Share-based
compensation
|
443 | 443 | ||||||||||||||||||||||
Balances
at December 31, 2008
|
29,566,409 | $ | 5,913 | $ | - | $ | 47,391 | $ | (59,388 | ) | $ | (6,084 | ) |
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Cash Flows From Operating Activities: | ||||||||
Net
loss
|
$ | (10,733 | ) | $ | (3,041 | ) | ||
|
||||||||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
|
61 | 70 | ||||||
Amortization
|
19 | 11 | ||||||
Provision
for losses on inventory obsolence
|
71 | |||||||
Equipment
abandonment loss
|
- | 16 | ||||||
Warrants
issued in settlement of interest
|
243 | 21 | ||||||
Non-cash
interest related to warrant modification
|
230 | - | ||||||
Share-based
compensation
|
443 | 97 | ||||||
Issuance
of restricted stock
|
207 | - | ||||||
Issuance
of Class 3 Notes in settlement of interest
|
157 | - | ||||||
Modification
and issuance of warrants to PIPE Equity Investors
|
||||||||
(See
Notes C and F)
|
4,217 | - | ||||||
Extinguishment
loss from modification and exchange of debt
|
||||||||
instruments
(See Notes C and F)
|
2,644 | - | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(133 | ) | (54 | ) | ||||
Inventories
|
(131 | ) | 117 | |||||
Other
current assets
|
(34 | ) | 22 | |||||
Accounts
payable and other current liabilities
|
317 | 116 | ||||||
Deferred
revenue
|
656 | - | ||||||
Net
cash used in operating activities
|
(1,766 | ) | (2,625 | ) | ||||
Cash
Flows From Investing Activities:
|
||||||||
Purchase
of property and equipment
|
(3 | ) | (35 | ) | ||||
Additional
patent expenditures
|
(8 | ) | (8 | ) | ||||
Net
cash used in investing activities
|
(11 | ) | (43 | ) | ||||
Cash
Flows From Financing Activities:
|
||||||||
Proceeds
from sale of Class 2 Notes
|
2,051 | 2,614 | ||||||
Payment
of Class 2 Note
|
(88 | ) | - | |||||
Payment
of Class 3 Note
|
(5 | ) | - | |||||
Debt
financing fees
|
(48 | ) | - | |||||
Proceeds
from exercise of stock options
|
- | 8 | ||||||
Net
cash provided by financing activities
|
1,910 | 2,622 | ||||||
Increase
(Decrease) in cash
|
133 | (46 | ) | |||||
Cash
at beginning of year
|
11 | 57 | ||||||
Cash
at end of year
|
$ | 144 | $ | 11 | ||||
Supplemental
cash flows information:
|
||||||||
Interest
paid
|
$ | 32 | $ | 30 | ||||
Supplemental
noncash investing activity:
|
||||||||
Exchange
of Class 2 Notes for Class 3 Notes
|
$ | 3,280 | $ | - | ||||
Exchange
of Class 3 Notes for Class 2 Notes
|
$ | 139 | $ | - |
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Raw
materials
|
$ | 187 | $ | 265 | ||||
Work
in process
|
27 | - | ||||||
Finished
goods
|
111 | - | ||||||
$ | 325 | $ | 265 |
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Gross
G&A Expense
|
$ | 1,713 | $ | 1,335 | ||||
Less
allocation to cost of sales from product development
agreements
|
- | (8 | ) | |||||
Remaining
G&A Expense
|
$ | 1,713 | $ | 1,327 |
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Gross
Engineering and Development Expense
|
$ | 1,032 | $ | 1,166 | ||||
Less
allocation to cost of sales from product development
agreements
|
- | (20 | ) | |||||
Remaining
Engineering and Development Expense
|
$ | 1,032 | $ | 1,146 |
|
a)
|
The
holders of Class 2 Notes earning 10% interest and warrants elected to
receive the additional 2% interest and cease accruing warrants effective
January 2, 2008, and requested that all outstanding earned warrants be
issued as of that date. This resulted in the issuance of
898,610 warrants with a conversion price of $0.25 per share with a value
of $243,163 determined using the Black-Scholes option-pricing
model. See Note I – Share Based Compensation for information on
the re-pricing of previously issued warrants associated with
debt.
|
|
b)
|
The
holders of the Class 2 Notes issued prior to December 2, 2007 (i)
exchanged $1,477,000 of their outstanding Class 2 Notes and associated
accrued interest of $90,800 for Class 3 Notes due July 1, 2010 and
convertible into common stock at $0.25 per share; (ii) amended the
maturity date on $718,500 of their outstanding Class 2 Notes to July 1,
2009; and (iii) amended the maturity date on the remaining $718,500 of
their outstanding Class 2 Notes to October 1, 2009. This
resulted in the issuance of $1,567,800 of Class 3 Notes. The
exchange of the Class 2 Notes for the Class 3 Notes with a right to
convert immediately at $0.25 per share, which was less than the fair
market value of the stock on the date of exchange, resulted in a
beneficial conversion feature of $1,128,817. In accordance with
the Emerging Issues Task Force Issue Number 96-19 (“EITF 96-19”) this is
reflected in the Statement of Operations as “Extinguishment loss from
modification and exchange of debt
instruments”.
|
|
c)
|
The
holders of $1,803,000 of Class 2 Notes issued after December 2, 2007
exchanged their outstanding Notes and associated accrued interest of
$66,846 for Class 3 Notes due July 1, 2010. The exchange of the
Class 2 Notes for the Class 3 Notes with a right to convert immediately at
$0.25 per share, which was less than the fair market value of the stock on
the date of exchange, resulted in a beneficial conversion feature of
$1,346,289. In accordance with EITF 96-19 this is reflected in
the Statement of Operations as “Extinguishment loss from modification and
exchange of debt instruments”.
|
|
d)
|
The
holders $139,000 of Class 3 Notes issued in 2004 exchanged their Class 3
Notes for Class 2 Notes earning 12% interest. $69,500 of these
notes are due July 1, 2009 and $69,500 are due October 1,
2009.
|
|
e)
|
The
holders of $234,000 of Class 3 Notes issued in 2004 amended their terms to
be the same as the newly issued Class 3 Notes. The change in
the strike price to $0.25 with a right to convert immediately resulted in
a beneficial conversion feature of $168,480. In accordance with
EITF 96-19 this is reflected in the Statement of Operations as
“Extinguishment loss from modification and exchange of debt
instruments”. These notes are now due July 1,
2010.
|
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Short
Term Debt:
|
||||||||
Class
2 Notes
|
$ | 1,786 | $ | 2,964 | ||||
Class
3 Notes
|
- | 378 | ||||||
Net
Short Term Debt
|
$ | 1,786 | $ | 3,342 | ||||
Long
Term Debt:
|
||||||||
Class
3 Notes
|
$ | 3,671 | $ | - | ||||
Total
Long Term Debt
|
$ | 3,671 | $ | - |
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Deferred
tax liabilities:
|
||||||||
Tax
depreciation
|
$ | 21 | $ | 20 | ||||
Total
deferred tax liabilities
|
21 | 20 | ||||||
Deferred
tax assets:
|
||||||||
Net
operating loss carryforwards
|
17,318 | 16,301 | ||||||
Credit
carryforwards
|
331 | 331 | ||||||
Inventory
reserve
|
51 | 27 | ||||||
Accrued
vacation
|
21 | - | ||||||
Warranty
reserve
|
29 | 28 | ||||||
Accrued
interest
|
152 | - | ||||||
Deferred
revenue
|
223 | - | ||||||
Stock
compensation expense
|
221 | - | ||||||
Warrants
issued to PIPE investors
|
1,434 | - | ||||||
Other
|
4 | 103 | ||||||
Total
deferred tax assets
|
19,784 | 16,790 | ||||||
Valuation
allowance for deferred tax assets
|
19,763 | 16,770 | ||||||
Net
deferred tax assets
|
21 | 20 | ||||||
Net
deferred taxes
|
$ | - | $ | - |
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Net
income (loss)
|
$ | (10,733 | ) | $ | (3,041 | ) | ||
Foreign
net income (loss)
|
- | - | ||||||
U.S.
net income (loss)
|
$ | (10,733 | ) | $ | (3,041 | ) | ||
Tax
provision (benefit) at U.S. statutory rates
|
$ | (3,649 | ) | $ | (1,034 | ) | ||
Change
in valuation allowance
|
2,993 | 989 | ||||||
Extinguishment
loss from exchange of debt
|
898 | - | ||||||
Stock
compensation expense
|
(221 | ) | - | |||||
Other
|
(21 | ) | 45 | |||||
$ | - | $ | - |
2008
|
2007
|
|||||||
(in
thousands, except per share data)
|
||||||||
Numerator for basic and diluted loss per share - loss available to
common stockholders
|
||||||||
Net
loss
|
$ | (10,733 | ) | $ | (3,041 | ) | ||
*there
was no effect of dilutive securities, see below
|
||||||||
Denominator
for basic and diluted loss per share - weighted average
shares
|
29,566 | 29,534 | ||||||
*there
was no effect of dilutive securities, see below
|
||||||||
Basic
and diluted loss per share:
|
||||||||
Net
loss
|
$ | (0.36 | ) | $ | (0.10 | ) |
Year
Ended December 31
|
||||||||
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Expected
Life (in years)
|
5.0 | 6.0 | ||||||
Expected
volatility
|
198.6 | % | 77.7 | % | ||||
Risk-free
interest rate
|
2.8 | % | 4.1 | % | ||||
Expected
dividend yield
|
0 | % | 0 | % | ||||
Expected
forfeiture rate
|
0 | % | 0 | % |
2008
|
2007
|
|||||||||||||||
Shares
|
Weighted
Average
Exercise
Price
|
Shares
|
Weighted
Average
Exercise
Price
|
|||||||||||||
(number
of shares in thousands)
|
||||||||||||||||
Outstanding
at January 1
|
1,496 | $ | 0.71 | 1,309 | $ | 0.95 | ||||||||||
Granted
|
3,496 | 0.24 | 475 | 0.36 | ||||||||||||
Exercised
|
0 | 0.00 | (75 | ) | 0.10 | |||||||||||
Expired
|
(1,197 | ) | 0.75 | (213 | ) | 1.53 | ||||||||||
Outstanding
at December 31 ($.10 to $1.71 per share)
|
3,795 | $ | 0.23 | 1,496 | $ | 0.71 | ||||||||||
Exercisable
($.10 to $.30 per share)
|
1,299 | $ | 0.27 | 846 | $ | 0.80 |
2008
|
2007
|
|||||||||||||||
Shares
|
Weighted
Average
Grant-
Date
Fair Value
|
Shares
|
Weighted
Average
Grant-
Date
Fair Value
|
|||||||||||||
Nonvested
at January 1
|
650,000 | $ | 0.42 | 210,000 | $ | 0.60 | ||||||||||
Granted
|
3,496,000 | 0.24 | 475,000 | 0.36 | ||||||||||||
Forfeited
|
(650,000 | ) | 0.73 | (35,000 | ) | 0.60 | ||||||||||
Vested
|
(1,000,000 | ) | 0.30 | 0 | 0.00 | |||||||||||
Nonvested
at December 31
|
2,496,000 | $ | 0.27 | 650,000 | $ | 0.42 |
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Marketing
|
$ | 85 | $ | 29 | ||||
Engineering
and Development
|
163 | 38 | ||||||
General
and Administrative
|
401 | 30 | ||||||
Total
share-based compensation expense
|
$ | 649 | $ | 97 |
2008
|
2007 | |||||||||||||||||||||||
Range
of
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Life
|
Number
Exercisable
|
Number
Outstanding
|
Weighted
Average
Remaining
Life
|
Number
Exercisable
|
||||||||||||||||||
(number
of shares in thousands)
|
(number
of shares in thousands)
|
|||||||||||||||||||||||
$0.10
to $0.60
|
3,795 | 8.9 | 1,299 | 1,009 | 7.6 | 359 | ||||||||||||||||||
$1.03
to $1.71
|
- | - | - | 487 | 5.3 | 487 | ||||||||||||||||||
$0.10
to $1.71
|
3,795 | 8.9 | 1,299 | 1,496 | 6.8 | 846 |
|
a)
|
The
strike price on 3,500,000 outstanding and immediately exercisable warrants
was changed from $1.60 to $0.001 resulting in a value of $1,273,392 as
determined using the Black-Scholes option-pricing model. This
is reflected in the Statement of Operations for 2008 as “Modification and
issuance of warrants to PIPE Equity
Investors.”
|
|
b)
|
7,000,000
new and immediately exercisable warrants were issued with a strike price
of $0.001 resulting in a value of $2,943,283 as determined using the
Black-Scholes option-pricing model. This is reflected in the
Statement of Operations for 2008 as “Modification and issuance
of warrants to PIPE Equity
Investors.”
|
|
c)
|
The
strike price on 1,209,542 outstanding and immediately exercisable warrants
issued to the Note Holders was reduced from $1.00 to $0.25 resulting in a
value of $229,048 which was determined using the Black-Scholes
option-pricing model. This is reflected as “Interest Expense”
in the Statement of Operations for
2008.
|
2008
|
2007
|
|||||||||||||||||||||||||||||||
Weighted
Average
Exercise
Price
|
Number
Outstanding
|
Weighted
Average
Remaining
Life
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
Number
Outstanding |
Weighted
Average
Remaining
Life
|
Number
Exercisable
|
|||||||||||||||||||||||||
(number
of shares in thousands)
|
(number
of shares in thousands)
|
|||||||||||||||||||||||||||||||
Warrants
|
$ | 0.001 | 10,500 | 3.57 | 10,500 | $ | 1.60 | 3,500 | 2.28 | 3,500 | ||||||||||||||||||||||
Class
2 Note Warrants
|
$ | 0.25 | 2,090 | 2.82 | 2,090 | $ | 1.31 | 657 | 2.43 | 657 | ||||||||||||||||||||||
Class
3 Convertible Notes
|
$ | 0.25 | 14,687 | 1.50 | 14,687 | $ | 1.00 | 378 | 0.25 | 378 | ||||||||||||||||||||||
1995
Employee Stock Option Plan
|
$ | 0.17 | 184 | 2.95 | 184 | $ | 0.54 | 312 | 3.08 | 312 | ||||||||||||||||||||||
1999
Employee Stock Option Plan
|
$ | 0.17 | 290 | 7.19 | 115 | $ | 0.28 | 205 | 4.53 | 205 | ||||||||||||||||||||||
2004
Employee Stock Option Plan
|
$ | 0.25 | 993 | 9.13 | - | $ | 0.78 | 979 | 8.52 | 329 | ||||||||||||||||||||||
2008
Equity Compensation Plan
|
$ | 0.24 | 2,328 | 9.54 | 1,000 | $ | - | - | - | - | ||||||||||||||||||||||
$ | 0.16 | 31,072 | 3.20 | 28,576 | $ | 1.30 | 6,031 | 3.30 | 5,381 |
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Balance
as of January 1
|
$ | 82 | $ | 49 | ||||
Charges/(credits)
to expense
|
9 | 40 | ||||||
Utilization/payment
|
(7 | ) | (7 | ) | ||||
Balance
as of December 31
|
$ | 84 | $ | 82 |
Year
Ended December 31
|
||||||||
2008
|
2007
|
|||||||
(in
thousands)
|
||||||||
Net
revenues by geographic area:
|
||||||||
North
America
|
$ | 527 | $ | 528 | ||||
Europe
|
500 | 166 | ||||||
Asia
|
- | 457 | ||||||
$ | 1,027 | $ | 1,151 |
Corporate
Officers
|
Corporate
Directory
|
|
Charles J. Drake, 68, is
CEO and Chairman of the Board of Integral Vision, Inc. Mr.
Drake founded the Company (originally known as Medar) in 1969 and has
served as Chief Executive Officer since 1978.
|
Corporate
Headquarters
49113
Wixom Tech Drive
Wixom,
MI 48393
+1
(248) 668-9230
+1
(248) 668-9384 fax
|
|
Mark R. Doede, 51, is
President, Chief Operating Officer, and Chief Financial Officer of
Integral Vision Inc. Mr. Doede has served as an officer since
1989.
|
Independent
Auditors
Rehmann
Robson
Troy,
MI
|
|
General
Counsel
|
||
Jeffrey J. Becker, 47,
is Senior Vice President of Integral Vision, Inc.
|
J.M.
Warren Law Offices, P.C.
Lansing,
MI
|
|
Andrew Blowers, 41, is
Chief Technical Officer of Integral Vision, Inc.
|
Stock
Trading
Over
the Counter Bulletin Board (OTCBB)
Symbol: INVI
|
|
Paul Zink, 43, is Vice
President of
|
||
Applications
of Integral Vision, Inc.
|
Stock Registrar and Transfer
Agent
Registrar
and Transfer Company
Cranford,
NJ
+1
(908) 497-2300
|
|
Board
of Directors
|
||
Form
10-K
|
||
Charles
J. Drake
Chairman
of the Board of Directors, Integral Vision,
|
Interested
stockholders may obtain, without charge, a copy of the Company’s
Annual
|
|
Inc.
Chief
Executive Officer, Integral Vision, Inc.
|
Report
on Form 10-K, as filed with the Securities and Exchange Commission, upon
written request to:
|
|
Max
A. Coon
|
||
Vice
Chairman and Secretary of the Board of
|
Investor
Relations
|
|
Directors,
Integral Vision, Inc.
|
Integral
Vision, Inc.
|
|
President
and Chairman of the Board, Maxco, Inc.
|
49113
Wixom Tech Drive
|
|
Wixom,
MI 48393
|
||
Vincent
Shunsky
|
||
Director,
Integral Vision, Inc.
|
Investor/Analyst
Information
|
|
Treasurer,
Integral Vision, Inc.
|
Stockholder
and analyst inquiries concerning the Company should be addressed
to:
|
|
William
B. Wallace
|
Investor
Relations
|
|
Director,
Integral Vision, Inc.
|
Integral
Vision, Inc.
|
|
Senior
Managing Director, Equity Partners Ltd.
|
49113
Wixom Tech Drive
|
|
Wixom,
MI 48393
|
||
Guerrant
Associates
|
||
Laura
Guerrant
|
||
+1
(808) 882-1467
|
||
E-Mail
Investor Relations
|
||
cdrake@iv-usa.com
|
||
lguerrant@guerrantir.com
|
||
On
the World Wide Web
|
||
|
www.iv-usa.com
|
Exhibit
Number
|
Exhibit
Index Description
|
|
23.1
|
Consent
of Rehmann Robson, independent registered public accounting
firm.
|
|
31.1
|
Certification
of Chief Executive Officer of periodic report pursuant to Rule 13a-14(a)
or Rule 15d-14(a).
|
|
31.2
|
Certification
of Chief Financial Officer of periodic report pursuant to Rule 13a-14(a)
or Rule 15d-14(a).
|
|
32.1
|
Certification
by Chief Executive Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350.
|
|
32.2
|
|
Certification
by Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.
Section
1350.
|