Filed
by the Registrant x
|
|
Filed
by a Party other than the Registrant ¨
|
|
Check
the appropriate box:
|
|
x
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
¨
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material under Rule 14a-2
|
Integral
Vision, Inc.
|
||
(Name
of the Registrant as Specified In Its Charter)
|
||
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
||
Payment
of Filing Fee (Check the appropriate box):
|
||
x
|
No
fee required.
|
|
o
|
Fee
computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
|
1.
|
To
elect five Directors;
|
|
2.
|
To
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;
|
|
3.
|
To
consider and vote upon a proposal to ratify the Amendment and Restatement
of Integral Vision, Inc. 2008 Equity Incentive
Plan;
|
|
4.
|
To
ratify the appointment of Rehmann Robson as the Company’s independent
registered public accounting firm for the fiscal year ending December 31,
2010;
|
|
5.
|
To
grant management the authority to adjourn, postpone or continue the Annual
Meeting; and
|
|
6.
|
To
transact such other business as may properly come before the
meeting.
|
By
Order of the Board of Directors
|
|
Max
A. Coon
|
|
Secretary
|
Present
Position with the
|
Served
as
|
|||||
Name
|
Company
|
Age
|
Director Since
|
|||
Charles
J. Drake
|
Chairman
of the Board and Chief Executive Officer of Integral Vision,
Inc.
|
70
|
1978
|
|||
Max
A. Coon
|
Secretary
and Vice Chairman of the Board of Integral Vision, Inc.
|
75
|
1978
|
|||
Vincent
Shunsky
|
Treasurer
and Director of Integral Vision, Inc.
|
61
|
1978
|
|||
William
B. Wallace
|
Director
of Integral Vision, Inc.
|
65
|
1990
|
|||
Mark
R. Doede
|
|
Director,
President, Chief Operating Officer, and Chief Financial Officer of
Integral Vision, Inc.
|
|
52
|
|
2009
|
|
·
|
Personal
integrity and high ethical
character;
|
|
·
|
Professional
excellence;
|
|
·
|
Accountability
and responsiveness;
|
|
·
|
Absence
of conflicts of interest;
|
|
·
|
Fresh
intellectual perspectives and ideas;
and
|
|
·
|
Relevant
expertise and experience and the ability to offer advice and guidance to
management based on that expertise and
experience.
|
Present
Position with the
|
||||||
Company
and Principal
|
Served
as
|
|||||
Name
|
Occupation
|
Age
|
Officer Since
|
|||
Charles
J. Drake
|
Chairman
of the Board and Chief Executive Officer of Integral Vision,
Inc.
|
70
|
1978
|
|||
Mark
R. Doede
|
President,
Chief Operating Officer and Chief Financial Officer of Integral Vision,
Inc.
|
52
|
1989
|
|||
Jeffery
Becker
|
Senior
Vice President of Integral Vision, Inc.
|
49
|
2007
|
|||
Andrew
Blowers
|
Chief
Technical Officer of Integral Vision, Inc.
|
42
|
2002
|
|||
Paul
M. Zink
|
Vice
President of Applications Engineering of Integral Vision,
Inc.
|
44
|
2007
|
|||
Max
A. Coon
|
Secretary
and Vice Chairman of the Board of Integral Vision, Inc.; President and
Chairman of the Board of Maxco, Inc.
|
75
|
1978
|
|||
Vincent
Shunsky
|
|
Treasurer
and Director of Integral Vision, Inc.
|
|
61
|
|
1978
|
|
-
|
Support
the achievement of desired Company
performance.
|
|
-
|
Provide
compensation that will attract and retain superior talent and reward
performance.
|
|
-
|
Align
the executive officers’ interests with the success of the Company by
placing a portion of pay at risk, with payout dependent upon corporate
performance, and through the granting of equity
incentives.
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock
Awards ($)
|
Options ($) 1
|
All Other
Compensation ($)
|
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
|
These
amounts reflect the aggregate grant date fair value, assuming no risk of
forfeiture, of awards granted during 2008. These amounts have been
calculated in accordance with Accounting Standards Codification topic 718,
“Stock
Compensation” as issued by the Financial Accounting Standards Board. The
Company uses the Black-Scholes option-pricing model to estimate the fair
value of stock options granted. The Company determines the fair value of
stock awards using the closing stock price on the date of grant. The
assumptions used in the valuation of stock-based awards are discussed in
Note I to the Financial Statements as presented in our Annual
Report on Form 10-K/A for the year ended December 31,
2009. The dollar amounts listed includes an aggregate of
$46,582 from the re-pricing of options in February of
2008.
|
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 $323 in 2009 and 2008,
respectively.
|
Grants of Plan Based Awards during Fiscal Year 2009
|
||||||||||||||||||||||
Name
|
Grant Date
|
Estimated Future
Payout Target (#)
|
Stock Award
|
Stock Options
|
Option Exercise
Price ($)
|
Grant Date Fair
Value ($)
|
||||||||||||||||
Mark
R. Doede
|
1/1/2009
|
1
|
116,000 |
2
|
- | - | - | 18,560 |
Option Awards
|
Stock Awards
|
||||||||||||||||||||
Number of Securities Underlying
Unexercised Options at FY-End (#)
|
Equity Incentive Plan
Awards
|
||||||||||||||||||||
Name
|
Exercisable
|
Unexercisable
|
Option Exercise
Price ($)
|
Option Expiration
Date
|
Market
value of
unearned
shares ($) 6
|
Number of
unearned
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 September, 2008 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 September, 2008 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 September, 2008 in exchange for options
originally granted on October 22, 1999 with an exercise price of
$1.065.
|
4
|
These
stock options were issued in September, 2008 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 September, 2008 in exchange for options
originally granted on various dates with a weighted average exercise price
of $0.83.
|
6
|
These
shares were valued at the closing price of $0.037 on April 23,
2009.
|
7
|
Shares
do not vest until outstanding Class 2 Notes are paid. This
restriction was removed May 5,
2010.
|
Name
|
Fees
Earned ($)
|
|||
Vincent
Shunsky
|
7,200 | |||
William
Wallace
|
11,400 |
Austin
W. Marxe
|
Common
Stock
|
5,450,000 | 13.88 | % | ||||||
David
M. Geenhouse (1)
|
||||||||||
153
East 53rd Street, 55th Floor
|
||||||||||
New
York, NY 10022
|
||||||||||
Bonanza
Master Fund, LTD (2)
|
Common
Stock
|
4,970,600 | 13.93 | % | ||||||
300
Crescent Court, Suite 1740
|
||||||||||
Dallas,
TX 75201
|
||||||||||
J.
N. Hunter (3)
|
Common
Stock
|
8,725,679 | 20.97 | % | ||||||
Industrial
Boxboard Corporation
|
||||||||||
2249
Davis Court
|
||||||||||
Hayward,
CA 94545
|
||||||||||
John
R. Kiely, III (4)
|
Common
Stock
|
9,142,170 | 22.13 | % | ||||||
17817
Davis Road
|
||||||||||
Dundee,
MI 48131
|
||||||||||
Charles
J. Drake (5)
|
Common
Stock
|
6,645,709 | 17.31 | % | ||||||
Max
A. Coon (6)
|
Common
Stock
|
1,727,173 | 4.74 | % | ||||||
Mark
R. Doede (7)
|
Common
Stock
|
1,443,255 | 3.92 | % | ||||||
Jeffery
B. Becker (8)
|
Common
Stock
|
883,742 | 2.42 | % | ||||||
Andrew
Blowers (9)
|
Common
Stock
|
1,261,111 | 3.42 | % | ||||||
Paul
M. Zink (10)
|
Common
Stock
|
765,053 | 2.10 | % | ||||||
Vincent
Shunsky (11)
|
Common
Stock
|
24,253 | * | |||||||
William
B. Wallace
|
Common
Stock
|
0 | * | |||||||
All
Directors and Officers as a Group (8 persons) (12)
|
Common
Stock
|
12,750,296 | 30.19 | % |
(1)
|
Austin
W. Marxe and David M. Greenhouse are the principal owners of AWM, SSTA and
MG. AWM is the general partner of and investment adviser to the Special
Situations Cayman Fund, L.P. SSTA is the general partner of and investment
adviser to the Special Situations Technology Fund, L.P. and the Special
Situations Technology Fund II, L.P. MG is the general partner of and
investment adviser to the Special Situations Private Equity Fund, L.P.
Through their control of AWM, SSTA and MG, Messrs. Marxe and
Greenhouse share voting and investment control over the portfolio
securities of each of the funds listed below. The total beneficial
ownership of Messrs. Marxe and Greenhouse
includes:
|
|
(i)
|
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.;
|
|
(ii)
|
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.;
|
|
(iii)
|
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
|
|
(iv)
|
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.
|
(2)
|
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.
|
(3)
|
The
total beneficial ownership J.N. Hunter
includes:
|
|
(i)
|
263,846
shares of common stock held directly by J.N. Hunter in the J.N. Hunter
IRA;
|
|
(ii)
|
187,846
shares held by the Industrial Boxboard Company, of which Mr. Hunter
and his spouse are the sole general partners;
|
(iii)
|
2,343,272
shares held by the Industrial Boxboard Corporation Profit Sharing Plan and
Trust, of which Mr. Hunter and his spouse are the sole
trustees;
|
(iv)
|
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
|
|
(v)
|
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;
|
Shares
|
Issued
|
Expire
|
Type and Price
|
Blocker %
|
||||
432,567
|
1/8/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
4.90
|
||||
372,033
|
7/1/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
4.90
|
||||
400,707
|
1/1/10
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
4.90
|
||||
115,068
|
2/24/09
|
2/24/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
28,767
|
2/24/09
|
2/24/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
57,535
|
4/10/09
|
4/10/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
14,384
|
4/10/09
|
4/10/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
285,252
|
4/10/09
|
4/10/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
22,603
|
6/4/09
|
6/4/13
|
Warrant
@ $0.15 per share
|
9.90
|
||||
28,767
|
7/3/09
|
7/3/13
|
Warrant
@ $0.15 per share
|
4.90
|
||||
65,753
|
7/28/09
|
7/28/13
|
Warrant
@ $0.15 per share
|
4.90
|
||||
45,205
|
8/28/09
|
8/28/13
|
Warrant
@ $0.15 per share
|
4.90
|
||||
349,518
|
7/3/09
|
7/3/13
|
Warrant
@ $0.15 per share
|
4.90
|
||||
376,705
|
10/8/09
|
10/8/13
|
Warrant
@ $0.15 per share
|
4.90
|
||||
699,041
|
2/1/10
|
2/1/14
|
Warrant
@ $0.15 per share
|
4.90
|
||||
551.469
|
|
3/23/10
|
|
3/23/14
|
|
Warrant
@ $0.15 per share
|
|
4.90
|
(5)
|
The
total beneficial ownership for John R. Kiely, III
includes:
|
|
(i)
|
2,211,988
shares of common stock held directly;
|
|
(ii)
|
156,281
shares of common stock issuable upon the exercise of warrants which expire
July 30, 2011 and are held directly;
|
|
(iii)
|
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;
|
|
(iv)
|
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;
|
|
(v)
|
1,291,693
shares held by John R. and Margaret Lee Kiely Revocable Trust, of which
John R. Kiely, III is the sole trustee;
|
(vi)
|
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;
|
|
(vii)
|
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
|
|
|
|
(viii)
|
10,200
shares held by Michael H. Kiely Trust, of which John R. Kiely is the
co-trustee.;
|
Shares
|
Issued
|
Expire
|
Type and Price
|
Held By
|
Blocker %
|
|||||
158,027
|
7/1/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
170,207
|
1/1/10
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
184,467
|
7/3/09
|
7/3/13
|
Warrant
@ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
198,817
|
10/8/09
|
10/8/13
|
Warrant
@ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
368,938
|
2/1/10
|
2/1/14
|
Warrant
@ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
291,054
|
3/23/10
|
3/23/14
|
Warrant
@ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
172,127
|
7/1/09
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
185,393
|
1/1/10
|
7/1/10
|
Convertible
Note @ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
246,575
|
2/18/10
|
2/18/14
|
Warrant
@ $0.15 per share
|
Joint
Trust
|
4.90
|
|||||
139,161
|
7/3/09
|
7/3/13
|
Warrant
@ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
149,985
|
10/8/09
|
10/8/13
|
Warrant
@ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
278,322
|
2/1/10
|
2/1/14
|
Warrant
@ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
219,565
|
|
3/23/10
|
|
3/23/14
|
|
Warrant
@ $0.15 per share
|
|
Personal
Trust
|
|
4.90
|
(6)
|
The
total beneficial ownership for Mr. Drake
includes:
|
|
(i)
|
4,787,803
shares of common stock currently held; and
|
|
(ii)
|
1,857,906
options to purchase common stock which are immediately
exercisable.
|
(7)
|
The
total beneficial ownership for Mr. Coon
includes:
|
|
(i)
|
929,072
shares of common stock held directly;
|
|
(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;
|
|
(ii)
|
17,059
shares held by Max A. Coon IRA;
|
(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;
|
|
|
(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;
|
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;
|
(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.
|
Type of Equity
(as of June 30, 2010)
|
Issued and
Outstanding
Before Split
|
Issued and
Outstanding
After Split
|
||||||
Common
Stock
|
35,675,409 | 3,567,541 | ||||||
Stock
Options
|
6,160,000 | 616,000 | ||||||
Warrants
|
15,316,434 | 1,531,643 | ||||||
Convertible
Debt
|
23,233,132 | 2,323,313 | ||||||
Totals
|
80,384,975 | 8,038,497 |
2008:
|
$ | 56,500 | ||
2009:
|
$ | 50,950 |
2008:
|
$ | 3,000 | ||
2009:
|
$ | 3,000 |
2008:
|
$ | 11,000 | ||
2009:
|
$ | 12,950 |
By
Order of the Board of Directors
|
|
Max
A. Coon
|
|
Secretary
|
|
PLEASE MARK, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
|
|
Please
sign exactly as your name(s) appear(s) on the reverse
side. When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
|
HAS
YOUR ADDRESS CHANGED?
|
DO
YOU HAVE ANY COMMENTS?
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
ELECTION
OF DIRECTORS
|
For
All
|
With-
|
For
All
|
||
|
Nominees
|
hold
|
Except
|
|||
M.
Coon V. Shunsky
|
||||||
C.
Drake W. Wallace
|
_______
|
_____
|
______
|
|||
M.
Doede
|
2.
|
AMENDMENT
TO ARTICLES OF INCORPORATION
|
3.
|
AUTHORITY
TO ADJOURN, POSTPONE OR CONTINUE THE ANNUAL
MEETING
|
4.
|
AMENDMENT
AND RESTATEMENT OF INTEGRAL VISION, INC. 2008 EQUITY COMPENSATION
PLAN
|
|
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.
|
5.
|
RATIFY
THE APPOINTMENT OF REHMANN ROBSON AS
AUDITORS
|
6.
|
In
their discretion, the Proxies are authorized to vote upon such other
business as may come before the
meeting.
|
Please be sure to sign and date this
Proxy.
|
DATED:
|
,
2010
|
|
|
Shareholder
sign here
|
Co-owner
sign here
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
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.
|