1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported) August 16, 2001
------------------------------
INTEGRAL VISION, INC.
- --------------------------------------------------------------------------------
(exact name of registrant as specified in its charter)
MICHIGAN 0-12728 38-2191935
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
38700 GRAND RIVER AVE., FARMINGTON HILLS, MICHIGAN 48335
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 471-2660
------------------------------
2
INTEGRAL VISION, INC.
FORM 8-K
Item 5. Other Events
On August 16, 2001, Integral Vision issued the following press release
announcing that its stock was to move to the Over the Counter Bulletin Board
(OTCBB) effective with its delisting from The Nasdaq SmallCap Market with the
open of business August 16, 2001. The Company was informed by Nasdaq that the
delisting was decided by the Nasdaq Listing Qualifications panel which approved
the Nasdaq's staff decision to delist the stock due to its failing to maintain a
minimum bid price of $1.00 for 30 consecutive trading days as required by
Marketplace Rule 4450(a)(5) for continued listing.
INTEGRAL VISION, INC. NEWS RELEASE
CONTACT: CHARLES J. DRAKE
CHAIRMAN & CEO
(248) 471-2660
INTEGRAL VISION STOCK MOVES TO OTCBB
Farmington Hills, MI (August 16, 2001) - Integral Vision, Inc. (OTCBB: INVI)
announced today that its stock will move to the Over the Counter Bulletin Board
(OTCBB) effective with its delisting from The Nasdaq SmallCap Market with the
open of business August 16, 2001. The Company was informed yesterday by Nasdaq
that the delisting was decided by the Nasdaq Listing Qualifications panel which
approved the Nasdaq's staff decision to delist the stock due to its failing to
maintain a minimum bid price of $1.00 for 30 consecutive trading days as
required by Marketplace Rule 4450(a)(5) for continued listing.
Integral Vision's stock was previously moved to the Nasdaq SmallCap Market
(INVIC) on August 2, 2001 under an exception from the market listing
requirements. Under this exception, the Company's stock price was required to
achieve and maintain a bid price of $1.00 per share by August 15, 2001. Although
the bid price of the Company's stock did increase by approximately 100% during
the period, it did not reach the $1.00 level.
Information on the current quotes on the stock, which will continue to use the
ticker symbol INVI, are available at the OTCBB's website, www.otcbb.com and most
financial information portals, such as that provided at http://finance.yahoo.com
or http://quote.bloomberg.com. Integral Vision will continue to provide
information through filings with the Securities and Exchange Commission (SEC) as
required for continued listing on the OTCBB. These filings can be found at the
SEC's website www.sec.gov.
Charles J. Drake, Chairman and CEO of Integral Vision commented, "Although we
are disappointed in not being able to remain on Nasdaq, we believe that the many
advancements made in information technology and the OTCBB make the
over-the-counter market a viable, fair market for our stock."
Integral Vision, Inc., an ISO 9001 registered firm, offers two machine
vision-based inspection systems to industrial manufacturers. Vision systems are
used to supplement human inspection or provide quality assurance when production
rates exceed human capability. Additional information on Integral Vision, Inc.
can be found at its website, www.iv-usa.com.
3
With the exception of historical factual information, the statements made in
this press release, including those regarding the ability of the Company's
common stock to trade on the OTCBB, and those that contain the words "believe",
and words of similar import, constitute forward - looking statements. These
statements are based upon current expectations and are made pursuant to the safe
harbor provisions of the Private Litigation Reform Act of 1995. Such
forward-looking statements involve certain known and unknown assumptions, risks
and uncertainties that could cause actual result to differ materially from those
included in or contemplated by the statements. These assumptions, risks and
uncertainties include, but are not limited to, those discussed or indicated in
the Company's Annual Report on Form 10-K for the year ended December 31, 2000
and in all documents filed by the Company with the Securities and Exchange
Commission. In particular, there can be no assurance that the current market
makers and other broker-dealers will continue to make a market in the Company's
common stock when it begins trading on the OTCBB, or that the Company's common
stock continues to trade at the same price, or in the same price range on the
OTCBB as it has historically traded on The Nasdaq National Market. The Company
disclaims any obligation to update any forward-looking statements as a result of
developments occurring after the date of this press release.
###
4
SIGNATURES
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 hereunto duly authorized.
INTEGRAL VISION, INC.
(Registrant)
DATE: August 17, 2001 By: /S/ VINCENT SHUNSKY
-------------------------- ----------------------------------
Vincent Shunsky,
Treasurer and Director
(Acting Chief Financial Officer)