x
|
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
|
Michigan
|
0-12728
|
38-2191935
|
||
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
||
of
incorporation or organization)
|
File
Number)
|
Identification
No.)
|
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
||
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
þ
|
PART
I.
|
FINANCIAL
INFORMATION
|
|
Item 1.
|
Financial
Statements
|
|
Condensed
Balance Sheets as of September 30, 2010 (unaudited) and December 31,
2009
|
2
|
|
Condensed
Statements of Operations (unaudited) for the three months and the nine
months ended September 30, 2010 and 2009
|
4
|
|
Statement
of Stockholders’ Deficit (unaudited)
|
6
|
|
Condensed
Statements of Cash Flows (unaudited) for the nine months ended September
30, 2010 and 2009
|
7
|
|
Notes
to Condensed Financial Statements (unaudited)
|
8
|
|
Item 2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
21
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
26
|
Item 4.
|
Controls
and Procedures
|
27
|
PART II.
|
OTHER
INFORMATION
|
|
Item 6.
|
Exhibits
|
27
|
Signatures
|
30
|
September
30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
(in
thousands)
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 98 | $ | 28 | ||||
Accounts
receivable
|
156 | 50 | ||||||
Inventories
|
147 | 190 | ||||||
Other
|
105 | 98 | ||||||
Total
current assets
|
506 | 366 | ||||||
Property
and equipment:
|
||||||||
Building
Improvements
|
4 | 4 | ||||||
Production
and engineering equipment
|
357 | 354 | ||||||
Furniture
and fixtures
|
80 | 80 | ||||||
Computer
equipment
|
202 | 193 | ||||||
Marketing/demonstration
equipment
|
139 | 139 | ||||||
782 | 770 | |||||||
Less
accumulated depreciation
|
(647 | ) | (580 | ) | ||||
Net
property and equipment
|
135 | 190 | ||||||
Other assets - net of
accumulated amortization of $1,579,000 ($1,559,000 for
2009)
|
46 | 61 | ||||||
$ | 687 | $ | 617 |
September 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
(in
thousands)
|
||||||||
Liabilities
and Stockholders' Deficit:
|
||||||||
Current
liabilities:
|
||||||||
Notes
Payable (See Note C)
|
||||||||
Others
|
$ | 2,727 | $ | 2,086 | ||||
Related
parties
|
5,243 | 4,880 | ||||||
Directors
and Officers
|
423 | 411 | ||||||
Accounts
payable
|
178 | 114 | ||||||
Accrued
compensation and related costs
|
285 | 276 | ||||||
Accrued
sales commissions
|
48 | - | ||||||
Accrued
interest (See Note C)
|
1,158 | 774 | ||||||
Accrued
product warranty
|
132 | 108 | ||||||
Accrued
professional fees
|
103 | 95 | ||||||
Other
accrued liabilities
|
12 | - | ||||||
Customer
deposits
|
197 | 249 | ||||||
Deferred
revenue for product sales
|
- | 72 | ||||||
Total
current liabilities
|
10,506 | 9,065 | ||||||
Long-term
debt
|
- | - | ||||||
Total
liabilities
|
10,506 | 9,065 | ||||||
Stockholders'
deficit:
|
||||||||
Preferred
stock, 400,000 shares authorized; none issued
|
- | - | ||||||
Common
stock, without par value, (See Note B) 90,000,000 shares authorized;
35,675,409 shares issued and outstanding (30,866,409 in
2009)
|
54,018 | 53,701 | ||||||
Accumulated
deficit
|
(63,837 | ) | (62,149 | ) | ||||
Total
stockholders’ deficit
|
(9,819 | ) | (8,448 | ) | ||||
$ | 687 | $ | 617 |
Three Months Ended September 30,
|
||||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
(In thousands, except per share data)
|
||||||||
Revenue:
|
||||||||
Net
product sales
|
$ | 743 | $ | 234 | ||||
Costs
of sales:
|
||||||||
Costs
of sales for products
|
279 | 130 | ||||||
Depreciation
and amortization
|
5 | 5 | ||||||
Total
costs of sales
|
284 | 135 | ||||||
Gross
margin
|
459 | 99 | ||||||
Other
costs and expenses:
|
||||||||
Marketing
|
87 | 110 | ||||||
General
and administrative
|
296 | 340 | ||||||
Engineering
and development
|
199 | 185 | ||||||
Total
other costs and expenses
|
582 | 635 | ||||||
Operating
loss
|
(123 | ) | (536 | ) | ||||
Other
income (loss)
|
(1 | ) | (2 | ) | ||||
Interest
expense (See Note C)
|
(307 | ) | (215 | ) | ||||
Net
loss
|
$ | (431 | ) | $ | (753 | ) | ||
Basic
and diluted loss per share:
|
||||||||
Net
loss
|
$ | (0.01 | ) | $ | (0.03 | ) | ||
Weighted
average number of shares of common stock and common stock
equivalents, where applicable
|
35,675 | 30,066 |
Nine
Months Ended September 30,
|
||||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except per share data)
|
||||||||
Revenue:
|
||||||||
Net
product sales
|
$ | 1,513 | $ | 1,479 | ||||
Costs
of sales:
|
||||||||
Costs
of sales for products
|
571 | 667 | ||||||
Depreciation
and amortization
|
13 | 12 | ||||||
Total
costs of sales
|
584 | 679 | ||||||
Gross
margin
|
929 | 800 | ||||||
Other
costs and expenses:
|
||||||||
Marketing
|
322 | 375 | ||||||
General
and administrative
|
959 | 1,133 | ||||||
Engineering
and development
|
611 | 724 | ||||||
Total
other costs and expenses
|
1,892 | 2,232 | ||||||
Operating
loss
|
(963 | ) | (1,432 | ) | ||||
Other
income (loss)
|
1 | (20 | ) | |||||
Interest
expense (See Note C)
|
(726 | ) | (583 | ) | ||||
Net
loss
|
$ | (1,688 | ) | $ | (2,035 | ) | ||
Basic
and diluted loss per share:
|
||||||||
Net
loss
|
$ | (0.05 | ) | $ | (0.07 | ) | ||
Weighted
average number of shares of common stock and common stock
equivalents, where applicable
|
33,898 | 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 | ) | |||||||
Exercise
of warrants
|
3,467,000 | 2 | 2 | |||||||||||||
Issuance
of warrants for settlement of interest on Class 2 Notes (see Note
C)
|
- | 138 | - | 138 | ||||||||||||
Net
loss for the period
|
(1,688 | ) | (1,688 | ) | ||||||||||||
Share-based
compensation
|
1,342,000 | 177 | - | 177 | ||||||||||||
Balance
at September 30, 2009
|
35,675,409 | $ | 54,018 | $ | (63,837 | ) | $ | (9,819 | ) |
Nine Months Ended September 30,
|
||||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
(in thousands)
|
||||||||
Cash
Flows From Operating Activities
|
||||||||
Net
loss
|
$ | (1,688 | ) | $ | (2,035 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
|
67 | 67 | ||||||
Amortization
|
20 | 35 | ||||||
Loss
on sale of equipment
|
(2 | ) | - | |||||
Warrants
issued in settlement of interest (See Note C)
|
138 | 62 | ||||||
Share-based
compensation
|
177 | 281 | ||||||
Issuance
of Class 3 Notes in settlement of interest (See Note C)
|
176 | 312 | ||||||
Issuance
of Class 2 Notes in settlement of interest See (Note C)
|
- | 14 | ||||||
Extinguishment
loss from exchange of debt instruments
|
- | 18 | ||||||
Changes
in operating assets and liabilities which provided (used)
cash:
|
||||||||
Accounts
receivable
|
(106 | ) | 106 | |||||
Inventories
|
43 | (63 | ) | |||||
Prepaid
and other
|
(7 | ) | 25 | |||||
Accounts
payable and other current liabilities
|
549 | 128 | ||||||
Customer
Deposits
|
(52 | ) | 36 | |||||
Deferred
revenue
|
(72 | ) | (406 | ) | ||||
Net
cash used in Operating Activities
|
(757 | ) | (1,420 | ) | ||||
Cash
Flows Provided By (Used In) Investing Activities
|
||||||||
Sale
of equipment
|
2 | - | ||||||
Purchase
of equipment
|
(12 | ) | - | |||||
Additional
Patents
|
(5 | ) | (25 | ) | ||||
Net
cash used in Investing Activites
|
(15 | ) | (25 | ) | ||||
Cash
Flows Provided By (Used In) Financing Activities
|
||||||||
Proceeds
from sale of Class 2 Notes
|
806 | 1,175 | ||||||
Payment
of Class 2 Notes
|
(51 | ) | (155 | ) | ||||
Proceeds
from sale of Class 3 Notes
|
85 | 279 | ||||||
Proceeds
from sale of notes payable- officers
|
- | 19 | ||||||
Proceeds
from exercise of stock warrants
|
2 | - | ||||||
Net
Cash Provided By Financing Activities
|
842 | 1,318 | ||||||
Increase
(Decrease) in Cash
|
70 | (127 | ) | |||||
Cash
at Beginning of Period
|
28 | 144 | ||||||
Cash
at End of Period
|
$ | 98 | $ | 17 | ||||
Supplemental
cash flows disclosure:
|
||||||||
Interest
paid (See Notes B & C)
|
$ | 18 | $ | 37 |
30-Sep-10
|
31-Dec-09
|
|||||||
(in thousands)
|
||||||||
Raw
materials
|
$ | 147 | $ | 85 | ||||
Work
in process
|
- | 69 | ||||||
Finished goods
|
- | 36 | ||||||
$ | 147 | $ | 190 |
Short Term Debt:
|
Note Balance
12/31/2009
|
Cash Sale
|
Cash
Payment
|
Class 3
Notes
Issued for
Interest
Payment
|
Exchange
Class 2
Notes for
Class 3
Notes
|
Balance
9/30/2010
|
||||||||||||||||||
Others
- Class 2 Notes
|
$ | 549,000 | $ | 555,600 | $ | - | $ | - | $ | (170,000 | ) | $ | 934,600 | |||||||||||
Others
- Class 3 Notes
|
1,537,640 | 85,000 | - | 50,819 | 170,000 | 1,843,459 | ||||||||||||||||||
2,086,640 | 640,600 | - | 50,819 | - | 2,778,059 | |||||||||||||||||||
Related
Parties - Class 2 Notes (1)
|
2,181,112 | 250,000 | (50,950 | ) | - | - | 2,380,162 | |||||||||||||||||
Related
Parties - Class 3 Notes (1)
|
2,698,565 | - | - | 113,446 | - | 2,812,011 | ||||||||||||||||||
4,879,677 | 250,000 | (50,950 | ) | 113,446 | - | 5,192,173 | ||||||||||||||||||
Dircetors
and Officers - Class 2 Notes (2)
|
125,000 | - | - | - | - | 125,000 | ||||||||||||||||||
Dircetors
and Officers - Class 3 Notes (2)
|
286,118 | - | - | 12,043 | - | 298,161 | ||||||||||||||||||
411,118 | - | - | 12,043 | - | 423,161 | |||||||||||||||||||
Total
Short Term Debt
|
$ | 7,377,435 | $ | 890,600 | $ | (50,950 | ) | $ | 176,308 | $ | - | $ | 8,393,393 |
(1)
|
Shareholders
that beneficially own more than five percent of the outstanding shares of
common stock of the Company.
|
(2)
|
Notes
held by Max A. Coon, a director of the
Company.
|
2010
|
2009
|
|||||||||||||||||||||||
Interest
Expense
|
9/30
Interest
|
Interest
Expense
|
12/31
Interest
|
|||||||||||||||||||||
Note Holders
|
3 Months
|
9 Months
|
Accrued
|
3 Months
|
9 Months
|
Accrued
|
||||||||||||||||||
Directors
and Officers (2)
|
$ | 14,886 | $ | 33,643 | $ | 71,751 | $ | 10,772 | $ | 29,391 | $ | 52,558 | ||||||||||||
Related
Parties (1)
|
203,438 | 471,211 | 797,371 | 152,700 | 387,814 | 561,296 | ||||||||||||||||||
Others
|
89,118 | 210,639 | 287,900 | 46,585 | 139,926 | 160,170 | ||||||||||||||||||
Totals
|
$ | 307,442 | $ | 715,493 | $ | 1,157,022 | $ | 210,057 | $ | 557,131 | $ | 774,024 |
(1)
|
Shareholders
that beneficially own more than five percent of the outstanding shares of
common stock of the Company.
|
(2)
|
Notes
held by Max A. Coon, a director of the
Company.
|
3
Months
|
9
Months
|
September
30, 2010
|
December
31, 2009
|
|||||||||||||||||||||||||||||
Issued
|
Issued
|
Earned
Not Issued
|
Earned
Not Issued
|
|||||||||||||||||||||||||||||
Note
Holders
|
Number
|
Value
|
Number
|
Value
|
Number
|
Value
|
Number
|
Value
|
||||||||||||||||||||||||
Directors
and Officers (2)
|
- | $ | - | 275,685 | $ | 2,408 | 54,794 | $ | 1,127 | 68,493 | $ | 1,197 | ||||||||||||||||||||
Related
Parties (1)
|
7,245,086 | 90,038 | 9,900,051 | 113,750 | 1,295,459 | 40,677 | 3,530,228 | 61,719 | ||||||||||||||||||||||||
Others
|
1,201,659 | 14,898 | 1,971,372 | 21,621 | 303,097 | 4,966 | 516,167 | 9,024 | ||||||||||||||||||||||||
Totals
|
8,446,745 | $ | 104,936 | 12,147,108 | $ | 137,779 | 1,653,350 | $ | 46,770 | 4,114,888 | $ | 71,940 |
(1)
|
Shareholders
that beneficially own more than five percent of the outstanding shares of
common stock of the Company.
|
(2)
|
Notes
held by Max A. Coon, a director of the
Company.
|
Three
Months Ended Sptember 30,
|
Nine
Months Ended September 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(unaudited)
|
(unaudited)
|
|||||||||||||||
(in
thousands, except per share data)
|
||||||||||||||||
Numerator
for basic and diluted loss per share – loss available to common
stockholders
|
||||||||||||||||
Net
loss
|
$ | (431 | ) | $ | (753 | ) | $ | (1,688 | ) | $ | (2,035 | ) | ||||
*there
was no effect of dilutive securities—see below
|
||||||||||||||||
Denominator
for basic and diluted loss per share – weighted average
shares
|
35,675 | 30,066 | 33,898 | 30,066 | ||||||||||||
*there
was no effect of dilutive securities—see below
|
||||||||||||||||
BASIC
AND DILUTED LOSS PER SHARE:
|
||||||||||||||||
Net
loss
|
$ | (0.01 | ) | $ | (0.03 | ) | $ | (0.05 | ) | $ | (0.07 | ) |
September 30,
|
||||||||
2010
|
2009
|
|||||||
(in
thousands)
|
||||||||
Expected
Life (in years)
|
5.0 | 5.0 | ||||||
Expected
volatility
|
92.3 | % | 85.1 | % | ||||
Risk-free
interest rate
|
2.4 | % | 2.7 | % | ||||
Expected
dividend yield
|
0 | % | 0 | % | ||||
Expected
forfeiture rate
|
0 | % | 0 | % |
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
|
5,776 | 0.06 | 0 | 0.00 | ||||||||||||
Exercised
|
0 | 0.00 | 0 | 0.00 | ||||||||||||
Expired
or cancelled
|
(3,301 | ) | 0.24 | 0 | 0.00 | |||||||||||
Outstanding
at September 30 ($0.037 to $0.30 per share)
|
6,260 | $ | 0.06 | 3,795 | $ | 0.23 | ||||||||||
Exercisable
($0.037 to $0.30 per share)
|
6,196 | $ | 0.06 | 3,065 | $ | 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 | 2,996,000 | $ | 0.27 | ||||||||||
Granted
|
5,776,000 | 0.06 | 0 | 0.00 | ||||||||||||
Exchanged
|
(590,000 | ) | 0.25 | 0 | 0.00 | |||||||||||
Vested
|
(5,712,000 | ) | 0.06 | (2,406,000 | ) | 0.22 | ||||||||||
Nonvested
at September 30
|
64,000 | $ | 0.04 | 590,000 | $ | 0.25 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
|
(in thousands)
|
(in thousands)
|
||||||||||||||
Marketing
|
$ | 1 | $ | 6 | $ | 22 | $ | 30 | ||||||||
Engineering
and Development
|
2 | 6 | 42 | 43 | ||||||||||||
General and Administrative
|
2 | 60 | 113 | 208 | ||||||||||||
Total
share-based compensation expense
|
$ | 5 | $ | 72 | $ | 177 | $ | 281 |
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)
|
|||||||||||||||||||||||
$0.037
to $0.068
|
5,776 | 9.5 | 5,712 | 0 | 0 | 0 | ||||||||||||||||||
$0.10
to $0.30
|
484 | 3.9 | 484 | 3,795 | 8 | 3,065 |
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 | 7,000 | 2.96 | 7,000 | $ | 0.001 | 10,500 | 2.82 | 10,500 | ||||||||||||||||||||||
Class
2 Note Warrants
|
$ | 0.16 | 16,826 | 3.35 | 16,826 | $ | 0.21 | 3,514 | 3.09 | 3,514 | ||||||||||||||||||||||
Class
3 Convertible Notes
|
$ | 0.21 | 23,233 | 0.02 | 23,233 | $ | 0.23 | 19,358 | 0.75 | 19,358 | ||||||||||||||||||||||
1995
Employee Stock Option Plan
|
$ | 0.17 | 184 | 1.21 | 184 | $ | 0.17 | 184 | 2.21 | 184 | ||||||||||||||||||||||
1999
Employee Stock Option Plan
|
$ | 0.17 | 290 | 5.44 | 290 | $ | 0.17 | 290 | 6.44 | 290 | ||||||||||||||||||||||
2004
Employee Stock Option Plan
|
$ | 0.07 | 1,000 | 9.51 | 1,000 | $ | 0.25 | 993 | 8.38 | 527 | ||||||||||||||||||||||
2008
Equity Compensation Plan
|
$ | 0.05 | 4,786 | 9.46 | 4,722 | $ | 0.24 | 2,328 | 8.80 | 2,064 | ||||||||||||||||||||||
$ | 0.15 | 53,319 | 2.52 | 53,255 | $ | 0.16 | 37,167 | 2.32 | 36,437 |
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 | ||||
Charges/(credits)
to expense
|
(26 | ) | 6 | |||||
Utilization/payment
|
(1 | ) | - | |||||
Balance
as of June 30
|
$ | 106 | $ | 114 | ||||
Charges/(credits)
to expense
|
26 | 12 | ||||||
Utilization/payment
|
- | - | ||||||
Balance
as of September 30
|
$ | 132 | $ | 126 |
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
|
By-Laws
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 (filed 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. 0-12728, 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 registrant’s Form 10-KSB for the year ended December 31, 2007, SEC
file 0-12728, 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 registrant’s Form 10-KSB for the year ended
December 31, 2007, SEC file 0-12728, and incorporated herein by
reference).
|
|
4.8
|
Form
of Amended Security Agreement dated March 6, 2008 (filed as Exhibit 4.8 to
registrant’s Form 10-KSB for the year ended December 31, 2007, SEC file
0-12728, 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 registrant’s Form 10-KSB for the year ended December 31,
2007, SEC file 0-12728, and incorporated herein by
reference).
|
|
4.10
|
Form
of Fifth Amended and Restated Note and Warrant Purchase Agreement (filed
as Exhibit 4.10 to registrant’s Form 10-KSB for the year ended December
31, 2007, SEC file 0-12728, 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 (filed as Exhibit
4.16 to the registrant’s Form 10-Q for the quarter ended March 30, 2010,
SEC file 000-12728, and incorporated herein by
reference).
|
|
4.17
|
Form
of Amendment Agreement dated April 22, 1010, modifying the terms of
certain warrants issued pursuant to the Waiver and Amendment Agreement
(filed as Exhibit 4.17 to the registrant’s Form 10-Q for the quarter ended
March 30, 2010, SEC file 000-12728, 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, 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. (filed as Exhibit 10.7 to the registrant’s Form 10-Q for
the quarter ended March 30, 2010, SEC file 000-12728, and incorporated
herein by reference).
|
|
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: November 16, 2010
|
By:
|
/s/ Charles J. Drake
|
Charles J. Drake
|
||
Chairman of the Board and
|
||
Chief Executive Officer
|
||
Dated: November 16, 2010
|
By:
|
/s/ Mark R. Doede
|
Mark R. Doede
|
||
President, Chief Operating Officer
|
||
and Chief Financial Officer
|