Integral
Vision, Inc.
|
(Name
of the Registrant as Specified In Its Charter)
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
(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
|
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
|
|
Wixom,
Michigan
|
|
August
__, 2010
|
Served as
|
||||||
Name
|
Title
|
Age
|
Director Since
|
|||
Charles
J. Drake
|
Chairman
of the Board
|
70
|
1978
|
|||
and
Chief Executive Officer
|
||||||
of
Integral Vision, Inc.
|
||||||
Max
A. Coon
|
Secretary
and
|
75
|
1978
|
|||
Vice
Chairman of the
|
||||||
Board
of Integral Vision, Inc.
|
||||||
Vincent
Shunsky
|
Treasurer
and Director
|
61
|
1978
|
|||
of
Integral Vision, Inc.
|
||||||
William
B. Wallace
|
Director
of Integral Vision, Inc.
|
65
|
1990
|
|||
Mark
R. Doede
|
Director,
President, Chief Operating
|
52
|
2009
|
|||
|
Officer,
and Chief Financial Officer
|
|
||||
of
Integral Vision, Inc.
|
|
·
|
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
|
70
|
1978
|
|||
and
Chief Executive Officer
|
||||||
of
Integral Vision, Inc.
|
||||||
Mark
R. Doede
|
President,
Chief Operating
|
52
|
1989
|
|||
Officer
and Chief Financial
|
||||||
Officer
of Integral Vision, Inc.
|
||||||
Jeffery
Becker
|
Senior
Vice President
|
49
|
2007
|
|||
of
Integral Vision, Inc.
|
||||||
Andrew
Blowers
|
Chief
Technical Officer
|
42
|
2002
|
|||
of
Integral Vision, Inc.
|
||||||
Paul
M. Zink
|
Vice
President of Applications
|
44
|
2007
|
|||
|
Engineering
of Integral Vision, Inc.
|
|
|
|
-
|
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-KA 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
|
8,725,579 | 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
matured on September 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
|
9/1/10
|
Convertible
Note @ $0.15 per share
|
4.90
|
||||
372,033
|
7/1/09
|
9/1/10
|
Convertible
Note @ $0.15 per share
|
4.90
|
||||
400,707
|
1/1/10
|
9/1/10
|
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
|
||||
154,110
|
|
7/23/10
|
|
7/23/14
|
|
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 matured September 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 September 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
|
9/1/10
|
Convertible
Note @ $0.15 per share
|
Revocable
Trust
|
4.90
|
|||||
170,207
|
1/1/10
|
9/1/10
|
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
|
9/1/10
|
Convertible
Note @ $0.15 per share
|
Personal
Trust
|
4.90
|
|||||
185,393
|
1/1/10
|
9/1/10
|
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 September 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 September 1, 2010 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
|
9/1/10
|
Convertible
Note @ $0.25 per share
|
Max
Coon
|
4.90
|
|||||
19,860
|
1/8/09
|
9/1/10
|
Convertible
Note @ $0.15 per share
|
Max
Coon
|
4.90
|
|||||
37,127
|
1/1/10
|
9/1/10
|
Convertible
Note @ $0.15 per share
|
Max
Coon
|
4.90
|
|||||
72,147
|
1/8/09
|
9/1/10
|
Convertible
Note @ $0.15 per share
|
Charlevoix
Drive Properties
|
4.90
|
|||||
40,067
|
7/1/09
|
9/1/10
|
Convertible
Note @ $0.15 per share
|
Charlevoix
Drive Properties
|
4.90
|
|||||
43,160
|
1/1/10
|
9/1/10
|
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.
|
Type of Equity
(as of July 31, 2010)
|
Pre Articles
Amendment
|
Post Articles
Amendment
|
||||||
Common
Stock Issued & Outstanding
|
35,675,409 | 3,567,541 | ||||||
Committed
for Stock Options
|
6,260,000 | 626,000 | ||||||
Committed
for Warrants
|
15,470,544 | 1,547,054 | ||||||
Committed
for Convertible Debt
|
23,233,132 | 2,323,313 | ||||||
Authorized
and un-committed
|
9,360,915 | 81,936,092 | ||||||
Totals
|
90,000,000 | 90,000,000 |
Stock Awards
|
Incentive Stock
Options
|
Non-Qualified Stock
Options
|
Grant/Exercise Price
|
||||||||||
Charles
J. Drake
|
1,342,000 | 875,906 |
$
|
0.037 | |||||||||
Mark
R. Doede
|
477,755 |
$
|
0.037 | ||||||||||
Jeffry
J. Becker
|
292,542 |
$
|
0.037 | ||||||||||
Andrew
Blowers
|
427,061 |
$
|
0.037 | ||||||||||
Paul
Zink
|
253,253 |
$
|
0.037 | ||||||||||
Executive
Officers (as a group)
|
1,342,000 | 2,326,517 |
$
|
0.037 | |||||||||
Other
Non-Executive Employees (as a group)
|
66,483 |
$
|
0.037 | ||||||||||
Advisors
(as a group)
|
100,000
|
$
|
0.043 |
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
|
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
|