UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

_______________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 27, 2007

 

Integral Vision, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

New York
(State of other Jurisdiction
of Incorporation)

0-12728
(Commission File Number)

38-2191935
(I.R.S. Employer
Identification No.)
     
49113 Wixom Tech Drive, Wixom, Michigan
(Address of Principal Executive Offices)

48393
(Zip Code)

 

 

Registrant’s telephone number, including area code: 248-668-9230


 Former Name/Address
(Former name or former address, if changed from last report) 

________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 


Item 5.02(b) Departure of Director

On August 27, 2007, Dr. Samuel Mallory tendered his resignation as a Director on the Board of Directors of Integral Vision, Inc. (the “Company”) and his position on the Audit Committee, effective August 31, 2007.

Item 5.02(e) Compensatory Arrangement for Certain Executive Officers

On August 30, 2007, the Compensation Committee (the “Committee”) of the Board of Directors of the Company authorized the payment of restricted stock bonuses to the following executive officers, effective as of August 30, 2007, in the amounts and to vest in accordance with the schedule below:

   Andy Blowers, Jeffrey J. Becker,  Mark R. Doede,  Charles J. Drake,
   Chief Technology Senior Vice President  Chief Financial  Chief Executive
   Officer    Officer/  Officer
       Chief Operating  
       Officer/ President  
 After 1 100,000 50,000 50,000 200,000
 year        
After 2 100,000 50,000 50,000 200,000
 years        

provided, however, that if for any reason the grant recipient ceases to be an employee of the Company prior to the vesting date, the grant will immediately cease to exist.

Notwithstanding the foregoing, the vesting periods may be accelerated at any time in the sole discretion of the Committee.

SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    INTEGRAL VISION, INC.
     
     
     
Dated: August 31, 2007 By:     
/s/ Mark R. Doede
    Mark R. Doede
President, Chief Operating Officer
and Chief Financial Officer