x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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[Michigan]
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[0-12728]
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[38-2191935]
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
|
of
incorporation or organization)
|
File
Number)
|
Identification
No.)
|
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
|
Non-accelerated
filer (Do not check if a smaller reporting company)
|
¨
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Smaller
reporting company
|
þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
|
¨
Yes þ
No
|
PART
I. FINANCIAL
INFORMATION
|
|
Item
1. Financial Statements
(unaudited)
|
|
Condensed
Balance Sheets (unaudited)
|
|
as
of March 31, 2010 and December 31, 2009
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2-3
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Condensed
Statements of Operations
|
|
(unaudited)
for the three months ended
|
|
March
31, 2010 and 2009
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4
|
Statement
of Stockholders’ Deficit (unaudited)
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5
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Condensed
Statements of Cash Flows
|
|
(unaudited)
for the three months ended
|
|
March
31, 2010 and 2009
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6
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Notes
to Condensed Financial Statements (unaudited)
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7
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Item
2. Management’s Discussion and
Analysis of
|
|
Financial Condition and Results of Operations
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15
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Item
3. Quantitative and Qualitative
Disclosures About Market Risk
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19
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Item
4. Controls and
Procedures
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19
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PART
II. OTHER INFORMATION
|
|
Item
6. Exhibits
|
20
|
Signatures
|
22
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March
31,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
(in
thousands)
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 45 | $ | 28 | ||||
Accounts
receivable
|
82 | 50 | ||||||
Inventories
- Note B
|
193 | 190 | ||||||
Other
current assets
|
90 | 98 | ||||||
Total
current assets
|
410 | 366 | ||||||
Property
and equipment:
|
||||||||
Building
Improvements
|
4 | 4 | ||||||
Production
and engineering equipment
|
354 | 354 | ||||||
Furniture
and fixtures
|
80 | 80 | ||||||
Computer
equipment
|
193 | 193 | ||||||
Marketing/demonstration
equipment
|
139 | 139 | ||||||
770 | 770 | |||||||
Less
accumulated depreciation
|
(602 | ) | (580 | ) | ||||
Net
property and equipment
|
168 | 190 | ||||||
Other assets
- net of accumulated amortization of $1,565,000
|
||||||||
($1,559,000
for 2009)
|
57 | 61 | ||||||
$ | 635 | $ | 617 |
March
31,
|
December
31,
|
|||||||
20010
|
2009
|
|||||||
(Unaudited)
|
||||||||
(in
thousands)
|
||||||||
Liabilities
and Stockholders' Deficit:
|
||||||||
Current
liabilities:
|
||||||||
Notes
payable - Note C
|
$ | 7,924 | $ | 7,377 | ||||
Accounts
payable
|
22 | 114 | ||||||
Customer
deposits
|
139 | 249 | ||||||
Accrued
compensation and related costs
|
285 | 276 | ||||||
Accrued
interest
|
788 | 774 | ||||||
Accrued
product warranty
|
133 | 108 | ||||||
Other
accrued liabilities
|
126 | 95 | ||||||
Deferred
revenue for product sales
|
80 | 72 | ||||||
Total
current liabilities
|
9,497 | 9,065 | ||||||
Long-term
debt (Note C)
|
- | - | ||||||
Total
liabilities
|
9,497 | 9,065 | ||||||
Stockholders'
deficit:
|
||||||||
Preferred
stock, 400,000 shares authorized; none issued
|
- | - | ||||||
Common
stock, without par value; (See Note B) 70,000,000 shares authorized;
32,716,409 shares issued and outstanding for 2010 and (30,866,409) for
2009
|
53,742 | 53,701 | ||||||
Accumulated
deficit
|
(62,604 | ) | (62,149 | ) | ||||
Total
stockholders’ deficit
|
(8,862 | ) | (8,448 | ) | ||||
$ | 635 | $ | 617 |
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(In
thousands, except per share data)
|
||||||||
Revenue:
|
||||||||
Net
product sales
|
$ | 530 | $ | 803 | ||||
Total
revenues (See Note-B)
|
530 | 803 | ||||||
Costs
of sales:
|
||||||||
Costs
of sales for products
|
199 | 326 | ||||||
Depreciation
and amortization
|
2 | 2 | ||||||
Total
costs of sales
|
201 | 328 | ||||||
Gross
margin
|
329 | 475 | ||||||
Other
costs and expenses:
|
||||||||
Marketing
|
114 | 136 | ||||||
General
and administrative
|
245 | 400 | ||||||
Engineering
and development
|
183 | 288 | ||||||
Total
other costs and expenses
|
542 | 824 | ||||||
Operating
loss
|
(213 | ) | (349 | ) | ||||
Other
income
|
2 | 2 | ||||||
Extinguishment
loss from exchange of debt instruments (See note C)
|
- | (18 | ) | |||||
Interest
expense
|
(244 | ) | (162 | ) | ||||
Net
loss
|
$ | (455 | ) | $ | (527 | ) | ||
Basic
and diluted loss per share:
|
||||||||
Net
loss
|
$ | (0.01 | ) | $ | (0.02 | ) | ||
Weighted
average number of shares of common stock and common stock
equivalents, where applicable
|
30,990 | 30,066 |
Common Stock
|
||||||||||||||||
Number of
Shares
Outstanding
|
Amount
|
Accumulated
Deficit
|
Total
|
|||||||||||||
(in thousands, except number of common shares outstanding)
|
||||||||||||||||
Balance
at January 1, 2010
|
30,866,409 | $ | 53,701 | $ | (62,149 | ) | $ | (8,448 | ) | |||||||
(See
Note B)
|
||||||||||||||||
Exercise
of warrants
|
1,850,000 | 2 | - | 2 | ||||||||||||
Issuance
of warrants for settlement of interest on Class 2 Notes
|
- | 32 | - | 32 | ||||||||||||
Net
loss for the period
|
(455 | ) | (455 | ) | ||||||||||||
Share-based
compensation
|
- | 7 | - | 7 | ||||||||||||
Balance
at March 31, 2010
|
32,716,409 | $ | 53,742 | $ | (62,604 | ) | $ | (8,862 | ) |
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(in
thousands)
|
||||||||
Cash
Flows From Operating Activities
|
||||||||
Net
loss
|
$ | (455 | ) | $ | (527 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
|
22 | 23 | ||||||
Amortization
|
6 | 11 | ||||||
Gain
on sale of equipment
|
(2 | ) | - | |||||
Warrants
issued in settlement of interest
|
32 | 8 | ||||||
Share-based
compensation
|
7 | 112 | ||||||
Issuance
of Class 3 Notes in settlement of interest
|
176 | 160 | ||||||
Extinguishment
loss from exchange of debt instruments
|
- | 18 | ||||||
Changes
in operating assets and liabilities which provided
|
||||||||
(used)
cash:
|
||||||||
Accounts
receivable
|
(32 | ) | (334 | ) | ||||
Inventories
|
(3 | ) | (124 | ) | ||||
Prepaid
and other
|
8 | 46 | ||||||
Accounts
payable and other current liabilities
|
(122 | ) | (13 | ) | ||||
Deferred
revenue
|
8 | (298 | ) | |||||
Net
Cash Used In Operating Activities
|
(355 | ) | (918 | ) | ||||
Cash
Flows Used In Investing Activities
|
||||||||
Proceeds
from sale of equipment
|
2 | - | ||||||
Additional
patents
|
(2 | ) | (14 | ) | ||||
Net
Cash Used in Investing Activities
|
- | (14 | ) | |||||
Cash
Flows From Financing Activities
|
||||||||
Proceeds
from sale of Class 2 Notes
|
370 | 780 | ||||||
Proceeds
from sale of Class 3 Notes
|
- | 90 | ||||||
Proceeds
from exercise of stock warrants
|
2 | - | ||||||
Net
Cash Provided By Financing Activities
|
372 | 870 | ||||||
Increase
(Decrease) in Cash
|
17 | (62 | ) | |||||
Cash
at Beginning of Period
|
28 | 144 | ||||||
Cash
at End of Period
|
$ | 45 | $ | 82 | ||||
Supplemental
cash flows disclosure:
|
||||||||
Interest
paid
|
$ | 14 | $ | 19 | ||||
Supplemental non-cash investing
activity:
|
||||||||
Reclassification
of inventory to equipment
|
$ | - | $ | 113 |
31-Mar-10
|
31-Dec-09
|
|||||||
(in
thousands)
|
||||||||
Raw
materials
|
$ | 152 | $ | 85 | ||||
Work
in process
|
7 | 69 | ||||||
Finished
goods
|
34 | 36 | ||||||
$ | 193 | $ | 190 |
March
31
|
December
31
|
|||||||
2010
|
2009
|
|||||||
(in
thousands)
|
||||||||
Short
Term Debt:
|
||||||||
Class
2 Notes
|
$ | 3,055 | $ | 2,855 | ||||
Class
3 Notes
|
$ | 4,869 | $ | 4,522 | ||||
Total
Short Term Debt
|
$ | 7,924 | $ | 7,377 |
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(unaudited)
|
||||||||
(in
thousands, except per share data)
|
||||||||
Numerator
for basic and diluted loss per share – loss available to common
stockholders
|
||||||||
Net
loss
|
$ | (455 | ) | $ | (527 | ) | ||
*there
was no effect of dilutive securities
|
||||||||
Denominator
for basic and diluted loss per share – weighted average
shares
|
30,990 | 30,066 | ||||||
*there
was no effect of dilutive securities
|
||||||||
BASIC
AND DILUTED LOSS PER SHARE:
|
||||||||
Net
loss
|
$ | (0.01 | ) | $ | (0.02 | ) |
2010
|
2009
|
|||||||||||||||
Shares
|
Weighted
Average
Exercise Price
|
Shares
|
Weighted
Average
Exercise Price
|
|||||||||||||
(number of shares in
thousands)
|
||||||||||||||||
Outstanding
at January 1
|
3,785 | $ | 0.23 | 3,795 | $ | 0.23 | ||||||||||
Granted
|
0 | 0.00 | 0 | 0.00 | ||||||||||||
Exercised
|
0 | 0.00 | 0 | 0.00 | ||||||||||||
Expired
or cancelled
|
0 | 0.00 | 0 | 0.00 | ||||||||||||
Outstanding
at March 31 ($.10 to $0.30 per share)
|
3,785 | $ | 0.23 | 3,795 | $ | 0.23 | ||||||||||
Exercisable
($.10 to $0.30 per share)
|
3,661 | $ | 0.23 | 3,060 | $ | 0.23 |
2010
|
2009
|
|||||||||||||||
Shares
|
Weighted
Average Grant-
Date Fair Value
|
Shares
|
Weighted
Average Grant-
Date Fair Value
|
|||||||||||||
Nonvested
at January 1
|
590,000 | $ | 0.25 | 2,496,000 | $ | 0.27 | ||||||||||
Granted
|
0 | 0.00 | 0 | 0.00 | ||||||||||||
Forfeited
|
0 | 0.00 | 0 | 0.00 | ||||||||||||
Vested
|
(466,000 | ) | 0.26 | (1,761,000 | ) | 0.19 | ||||||||||
Nonvested
at March 31
|
124,000 | $ | 0.22 | 735,000 | $ | 0.26 |
March
31
|
||||||||
2010
|
2009
|
|||||||
(in
thousands)
|
||||||||
Marketing
|
$ | 2 | $ | 15 | ||||
Engineering
and Development
|
3 | 23 | ||||||
General
and Administrative
|
2 | 74 | ||||||
Total
share-based compensation expense
|
$ | 7 | $ | 112 |
2010
|
2009
|
|||||||||||||||||||||||
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)
|
|||||||||||||||||||||||
$.10
to $.30
|
3,785 | 7.7 | 3,661 | 3,795 | 8.7 | 3,060 |
2010
|
2009
|
|||||||||||||||||||||||||||||||
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 | 8,650 | 2.81 | 8,650 | $ | 0.001 | 10,500 | 3.32 | 10,500 | ||||||||||||||||||||||
Class
2 Note Warrants
|
$ | 0.17 | 8,316 | 3.30 | 8,316 | $ | 0.25 | 2,275 | 2.68 | 2,275 | ||||||||||||||||||||||
Class
3 Convertible Notes
|
$ | 0.22 | 22,666 | 0.25 | 22,666 | $ | 0.24 | 17,087 | 1.25 | 17,087 | ||||||||||||||||||||||
1995
Employee Stock Option Plan
|
$ | 0.17 | 184 | 1.71 | 184 | $ | 0.17 | 184 | 2.71 | 184 | ||||||||||||||||||||||
1999
Employee Stock Option Plan
|
$ | 0.17 | 290 | 5.94 | 290 | $ | 0.17 | 290 | 6.94 | 290 | ||||||||||||||||||||||
2004
Employee Stock Option Plan
|
$ | 0.25 | 983 | 7.88 | 983 | $ | 0.25 | 993 | 8.88 | 522 | ||||||||||||||||||||||
2008
Equity
|
||||||||||||||||||||||||||||||||
Compensation
Plan
|
$ | 0.24 | 2,328 | 8.30 | 2,204 | $ | 0.24 | 2,328 | 9.30 | 2,064 | ||||||||||||||||||||||
$ | 0.17 | 43,417 | 1.99 | 43,293 | $ | 0.17 | 33,657 | 2.83 | 32,922 |
Amount
|
Amount
|
|||||||
2010
|
2009
|
|||||||
(in
thousands)
|
||||||||
Balance
as of January 1
|
$ | 108 | $ | 84 | ||||
Charges/(credits)
to expense
|
28 | 24 | ||||||
Utilization/payment
|
(3 | ) | - | |||||
Balance
as of March 31
|
$ | 133 | $ | 108 |
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).
|
|
3.3
|
Certificate
of Designation effective April 11, 2005 and amendment to the By-Laws of
the Registrant effective March 23, 2005 (filed as Exhibit 4(b) to the
registrant’s Form 8-K dated April 14, 2005, SEC file 0-12728, and
incorporated herein by reference).
|
|
3.4
|
Certificate
of Amendment of Restated Articles of Incorporation, filed with the
Secretary of State of the State of Michigan on May 27, 2005 (filed as
Exhibit 3.4 to the registrant’s Registration Statement on Form SB-2 filed
on June 9, 2005, SEC File No. 333-125669, and incorporated herein by
reference).
|
|
3.5
|
Certificate
of Amendment of Restated Articles of Incorporation, filed with the
Secretary of State of the State of Michigan on April 19, 2007 (file as
Exhibit 3.5 to the registrant’s Registration Statement on Form S-1 filed
on April 18, 2008, SEC file No. 333-125669, and incoprorated herein by
reference).
|
|
3.6
|
Certificate
of Amendment of Restated Articles of Incorporation, filed with the
Secretary of State of the State of Michigan on May 28, 2008 (filed as
Exhibit 3.6 to the registrant’s Form 10-Q for the quarter ended June 30,
2008, SEC file No. 000-12728, and incorporated herein by
reference).
|
|
3.7
|
Certificate
of Amendment of Restated Articles of Incorporation, filed with the
Secretary of State of the State of Michigan on May 21, 2009 (filed as
Exhibit 3.7 to the registrant’s Form 10-Q for the quarter ended September
30, 2009, SEC file No. 000-12728, and incorporated herein by
reference).
|
|
4.1
|
Form
of Fourth Amended Note and Warrant Purchase Agreement including Form of
Integral Vision, Inc. Class 3 Note (filed as Exhibit 4.8 to registrant’s
Form 10-K for the year ended December 31, 2003, SEC file 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
4.7 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).
|
|
4.13
|
Form
of Consent to Amend and Replace Agreements dated June 10, 2009 (filed as
Exhibit 4.13 to the registrant’s Form 10-Q for the quarter ended September
30, 2009, SEC file 000-12728, and incorporated herein by
reference).
|
|
4.14
|
Form
of Consent to Amend and Replace Agreements dated June 24, 2009 (filed as
Exhibit 4.13 to the registrant’s Form 10-Q for the quarter ended September
30, 2009, SEC file 000-12728, and incorporated herein by
reference).
|
|
4.15
|
Form
of Consent to Amend and Replace Agreements dated September 16, 2009 (filed
as Exhibit 4.13 to the registrant’s Form 10-Q for the quarter ended
September 30, 2009, SEC file 000-12728, and incorporated herein by
reference).
|
|
4.16
|
Form
of Consent to Modifications dated April 19, 2010, modifying the terms of
the Fifth Amended Note and Warrant Purchase Agreement.
|
|
4.17
|
Form
of Amendment Agreement dated April 22, 1010, modifying the terms of
certain warrants issued pursuant to the Waiver and Amendment
Agreement.
|
|
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, 2008 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).
|
|
10.7
|
Form
of Amendment and Restatement of Integral Vision, Inc. 2008 Equity
Incentive Plan.
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a).
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a).
|
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. 1350.
|
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C.
1350.
|
INTEGRAL
VISION, INC.
|
||
Dated: May
14, 2010
|
By:
|
/s/ Charles J. Drake
|
Charles
J. Drake
|
||
Chairman
of the Board and
|
||
Chief
Executive Officer
|
||
Dated: May
14, 2010
|
By:
|
/s/ Mark R. Doede
|
Mark
R. Doede
|
||
President,
Chief Operating Officer
|
||
and
Chief Financial Officer
|