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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 30, 1999
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 Avenue, Farmington Hills, Michigan 48335
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 471-2660
Medar, Inc.
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 1999, Integral Vision, Inc. ("Integral Vision" or the
"Company") closed the sale of the assets of the Company's Welding Division to
MIAC Acquisition, Inc., a wholly owned subsidiary of Weltronic/Technictron,
Inc., a privately held corporation with principal offices at Carol Stream,
Illinois ("WTC"). There is no relationship between WTC and the Company or its
affiliates. The assets sold included real estate, equipment, inventory, accounts
receivable and records related to the operation of the Company's Welding
Division. The name "Medar" was also transferred to WTC as part of the Asset
Purchase transaction. The Company changed its name to "Integral Vision, Inc."
effective July 1, 1999. The asset sale was approved by the Company's
shareholders on June 28, 1999.
The consideration for the asset sale, which was determined through
arm's length negotiations, was $37.0 million, subject to certain post-closing
adjustments, and included cash received at closing of $22 million, a promissory
note of $7.4 million, assumption of certain liabilities, payments for transition
related services and payments of up to $3 million based on certain post closing
revenues. The final consideration is subject to adjustment based on the final
value of certain assets at closing. The Company used the net cash proceeds which
it received at the closing to pay substantially all of its previous funded
indebtedness.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information. The unaudited Pro Forma
Consolidated Balance Sheet data as of December 31, 1998 and March 31, 1999 and
Pro Forma Consolidated Statement of Operations for the year ended December 31,
1998 and the three months ended March 31, 1999 are hereby incorporated by
reference to the Company's definitive Proxy Statement for its annual meeting of
Shareholders held June 28, 1999, which was filed with the Commission on May 26,
1999, accession number 0000950124-99-003510.
(c) Exhibits.
99. Definitive Proxy Statement (incorporated by reference
to the Company's definitive Proxy Statement for its
annual meeting of Shareholders held June 28, 1999,
which was filed with the Commission on May 26, 1999,
accession number 0000950124-99-003510.).
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 July 9, 1999 By: s/ Richard R. Current
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Richard R. Current,
Vice President of Finance