1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the Quarterly period ended June 30,1999.
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from to .
--------- --------
Commission File Number 0-12728
INTEGRAL VISION, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2191935
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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
Former name, former address and former fiscal year,
if changed since last report:
MEDAR, INC.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days. YES X NO
--- ---
The number of shares outstanding of the registrant's Common Stock, no par value,
stated value $.20 per share, as of July 31, 1999 was 9,024,901.
1
2
Part 1. Financial Information
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets
Integral Vision, Inc. and Subsidiary
(In thousands, except share and per share amounts)
JUNE 30 DECEMBER 31
1999 1998
---------------------------------------------
(Unaudited)
Assets
Current Assets
Cash $ 3,930 $ 566
Accounts receivable, less allowance of $400,000 2,372 2,838
Inventories 3,158 4,381
Costs and estimated earnings in excess of billings on 234 199
incomplete contracts
Current maturities of notes from sale of welding division 1,290
Other current assets 386 533
Current assets of welding division sold June 30, 1999 14,877
---------------------------------------------
Total Current Assets 11,370 23,394
Property, Plant and Equipment
Land and land improvements 363 363
Building and building improvements 3,732 3,732
Production and engineering equipment 2,654 2,605
Furniture and fixtures 868 847
Vehicles 200 254
Computer equipment 3,294 2,845
---------------------------------------------
11,111 10,646
Less accumulated depreciation 6,919 6,086
---------------------------------------------
4,192 4,560
Other Assets
Capitalized computer software development costs, net
of amortization 4,386 4,353
Patents, net of amortization 273 351
Notes from sale of welding division, less unamortized
discount and current maturities 4,797
Other 135 467
---------------------------------------------
9,591 5,171
Noncurrent assets of welding division sold June 30,
1999 6,688
---------------------------------------------
$ 25,153 $ 39,813
=============================================
See notes to consolidated financial statements.
2
3
Consolidated Balance Sheets - Continued
Integral Vision, Inc. and Subsidiary
(In thousands, except share and per share amounts)
JUNE 30 DECEMBER 31
1999 1998
-----------------------------------------------
(Unaudited)
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable $ 4,274 $ 5,559
Employee compensation 320 489
Purchase adjustment payable 3,753
Accrued and other liabilities 1,945 1,227
Deferred revenue and other credits 2,067
Current maturities of long term debt 13,478
-----------------------------------------------
Total Current Liabilities 12,359 20,753
Long-Term Debt, less current maturities 8,199
Stockholders' Equity
Common stock, without par value, stated value $.20
per share; 15,000,000 shares authorized;
9,024,901 shares issued and outstanding 1,805 1,805
Additional paid-in capital 31,187 31,187
Retained-earnings deficit (19,471) (21,628)
Notes receivable from officers (580) (580)
Accumulated translation adjustment (147) 77
-----------------------------------------------
Total Stockholders' Equity 12,794 10,861
-----------------------------------------------
$ 25,153 $ 39,813
===============================================
See notes to consolidated financial statements.
3
4
Consolidated Statements of Operations
Integral Vision, Inc. and Subsidiary
(In thousands, except per share amounts)
THREE MONTHS ENDED JUNE 30
1999 1998
---------------------------------------------
(Unaudited)
Net revenues $ 2,409 $ 3,565
Direct cost of goods sold 2,574 1,396
---------------------------------------------
Gross margin (165) 2,169
Other costs and expenses:
Marketing 682 512
General and administrative 216 343
Engineering and development:
Expenditures 1,099 1,079
Allocated to cost of sales and capitalized software (170) (233)
---------------------------------------------
929 846
---------------------------------------------
Total costs and expenses 1,827 1,701
---------------------------------------------
Operating income (loss) (1,992) 468
Interest expense 237 224
---------------------------------------------
Income (loss) from continuing operations before income taxes (2,229) 244
Provision (credit) for income taxes (700) 83
---------------------------------------------
Income (loss) from continuing operations (1,529) 161
Income (loss) from discontinued welding operations, less
applicable income taxes of $-0- and $-0- in the quarter ended
June 30, 1999 and 1998, respectively and $-0- and $(83) in
the six months ended June 30, 1999 and 1998, respectively 136 (59)
Gain on disposal of discontinued Welding division, less
applicable income taxes of $1,200 5,526
Extraordinary charge for early retirement of debt less
applicable income tax credit $200 (583)
---------------------------------------------
NET INCOME $ 3,550 $ 102
=============================================
Basic and diluted earnings per share:
Income (loss) from discontinuing operations $ (0.17) $ 0.02
Income (loss) from discontinued Welding operations 0.01 (0.01)
Gain on disposal of Welding division 0.61 -
Extraordinary charge (0.06) -
=============================================
Net income $ 0.39 $ 0.01
=============================================
Weighted average number of shares of common stock and common
stock equivalents, where applicable 9,025 9,046
=============================================
See notes to consolidated financial statements.
4
5
Consolidated Statements of Operations
Integral Vision, Inc. and Subsidiary
(In thousands, except per share amounts)
SIX MONTHS ENDED JUNE 30
1999 1998
---------------------------------------------
(Unaudited)
Net revenues $ 4,107 $ 5,159
Direct cost of goods sold 4,577 4,730
---------------------------------------------
Gross margin (470) 429
Other costs and expenses:
Marketing 1,251 1,150
General and administrative 543 709
Engineering and development:
Expenditures 2,279 2,658
Allocated to cost of sales and capitalized software (509) (984)
---------------------------------------------
1,770 1,674
Product restructuring and other charges - Note C 4,231
---------------------------------------------
Total costs and expenses 3,564 7,764
---------------------------------------------
Operating income (loss) (4,034) (7,335)
Interest expense 482 459
---------------------------------------------
Income (loss) from continuing operations before income taxes (4,516) (7,794)
Provision (credit) for income taxes (700) 83
---------------------------------------------
Income (loss) from continuing operations (3,816) (7,877)
Income (loss) from discontinued welding operations, less
applicable income taxes of $-0- and $-0- in the quarter ended
June 30, 1999 and 1998, respectively and $-0- and $(83) in
the six months ended June 30, 1999 and 1998 respectively 1,030 (1,950)
Gain on disposal of discontinued Welding division, less
applicable income taxes of $1,200 5,526
Extraordinary charge for early retirement of debt less
applicable income tax credit of $200 (583)
=============================================
NET INCOME (LOSS) $ 2,157 $ (9,827)
=============================================
Basic and diluted earnings per share:
Income (loss) from continuing operations $ (0.42) $ (0.87)
Income (loss) from discontinued Welding operations 0.11 (0.22)
Gain on disposal of Welding division 0.61 -
Extraordinary charge (0.06) -
=============================================
Net income (loss) $ 0.24 $ (1.09)
=============================================
Weighted average number of shares of common stock and common
stock equivalents, where applicable 9,025 9,025
=============================================
See notes to consolidated financial statements.
5
6
Condensed Consolidated Statements of Cash Flows
Integral Vision, Inc. and Subsidiary
(In thousands)
SIX MONTHS ENDED JUNE 30
1999 1998
--------------------------------------------
(Unaudited)
Operating activities
Net income (loss) $ 2,157 $ (9,827)
Adjustments to reconcile income (loss) to net cash
provided by continuing operations:
Depreciation and amortization 813 981
Discontinued operations (1,030) 1,950
Gain on disposal of segment of business (5,526)
Extraordinary loss on extinguishment of debt 583
Restructuring charges 5,633
Changes in operating assets and liabilities, net of
effect of business sold 3,436 (1,767)
--------------------------------------------
Net cash (used) provided by continuing operations 433 (3,030)
Investing activities
Net book value of business assets sold 31,570 5,018
Notes receivable in connection with asset sale (6,087)
Purchase of property, plant and equipment, net of
disposals 174 126
Investment in capitalized computer software costs (606) (53)
Reduction in other assets 364 251
--------------------------------------------
25,415 5,342
Financing activities
Decrease in long term debt and current maturities (22,260) (2,640)
Effect of exchange rate changes on cash (224) 37
--------------------------------------------
Increase (decrease) in cash 3,364 (291)
Cash at beginning of period 566 831
============================================
Cash at end of period $ 3,930 $ 540
============================================
See notes to consolidated financial statements.
6
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Integral Vision, Inc. and Subsidiary
June 30, 1999
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended June 30, 1999
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Registrant Company
and Subsidiaries' annual report on Form 10-K for the year ended December 31,
1998.
Note B - Sale of Welding Division
On June 30, 1999, the Company sold it's welding division for cash and certain
deferred payments. The accompanying financial statements reflect the transaction
as the disposal of a business segment. As such, comparative amounts in prior
period financial statements have been restated to exclude welding division
assets, liabilities and operations.
The deferred payments associated with the sale include subordinated notes and
other amounts. The notes bear interest at an agreed upon floating rate and are
payable quarterly over four years. For financial reporting purposes the notes
have been discounted to provide an interest rate appropriate to the risk
characteristics of the obligations. Other deferred payments are based on
achievement of certain sales levels during the period January 1, 1999 to
December 31, 2000. No financial statement recognition will be given these other
payments until earned.
Note C - Restructuring of Operations
Early in the second quarter of 1998, management completed an evaluation of
competitive conditions and product offerings in the vision and welding
divisions. A charge of $6,973,000 was recorded as of March 31, 1998 to give
effect to the impairment of assets identified in this review. The charge
consisted of $5,268,000 related to capitalized software development costs,
$1,402,000 related to inventory (included in direct costs of sales) and $303,000
of other accruals. $5,633,000 of this charge is included with continuing
operations and $1,340,000 is included with discontinued operations.
Note D - Comprehensive Income
Total comprehensive income (loss) was $3,762,000 and $90,000 for the three month
period ended June 30, 1999 and 1998 respectively, and $2,357,000 and
$(9,990,000) for the six month periods ended June 30, 1999 and 1998,
respectively.
7
8
Note E - Inventories
Inventories are stated at the lower of first-in, first-out cost or market, and
the major classes of inventories at the dates indicated were as follows:
JUNE 30 DECEMBER 31
1999 1998
---------------------------------------
(In thousands)
Raw materials $ 1,873 $ 2,033
Work-in-process 766 593
Finished goods 519 1,755
---------------------------------------
$ 3,158 $ 4,381
=======================================
Note F - Costs and Estimated Earnings in Excess of Billings on Incomplete
Contracts
Revenues on long-term contracts are recognized using the percentage of
completion method. The effects of changes to estimated total contract costs are
recognized in the period determined and losses, if any, are recognized fully
when identified. Costs incurred and earnings recognized in excess of amounts
billed are classified under current assets as costs and estimated earnings in
excess of billings on incomplete contracts. Long-term contracts include a
relatively high percentage of engineering costs and are generally less than one
year in duration.
Activity on long-term contracts is summarized as follows:
JUNE 30 DECEMBER 31
1999 1998
--------------------------------------
(In thousands)
Contract costs to date $ 12 $ 12
Estimated contract earnings 340 305
--------------------------------------
352 317
Less billings to date 118 118
--------------------------------------
Costs and estimated earnings in excess of billings on
incomplete contracts $ 234 $ 199
======================================
8
9
Note G - Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets are as follows:
JUNE 30 DECEMBER 31
1999 1998
--------------------------------------
(In thousands)
Deferred tax liabilities:
Deductible software development costs, net of amortization $ 1,315 $ 1,808
Tax over book depreciation 93 498
Percentage of completion 80 508
--------------------------------------
Total deferred tax liabilities 1,488 2,814
Deferred tax assets:
Net operating loss carry forwards 7,469 9,489
Credit carry forwards 1,326 1,097
Reserve for warranty 61 61
Other 219 339
--------------------------------------
Total deferred tax assets 9,075 10,986
Valuation allowance for deferred tax assets 7,587 8,172
--------------------------------------
Net deferred tax assets 1,488 2,814
--------------------------------------
Net deferred tax liabilities $ -0- $ -0-
======================================
The reconciliation of income taxes computed at the U.S. federal statutory rates
to income tax expense for the six months ended June 30 is as follows:
1999 1998
-------------------------------------
(In thousands)
Tax at U.S. statutory rates $ 835 $ (3376)
Change in valuation allowance (585) 3326
Other 50 50
-------------------------------------
$ 300 $ -0-
=====================================
9
10
Note H - Earnings per Share
The following table sets forth the computation of basic and diluted earnings per
share.
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
1999 1998 1999 1998
(In thousands except share and per share amounts)
-----------------------------------------------------------------------------
Numerator:
Net income (loss) for basic and
diluted earnings per share: $ 3,550 $ 102 $ 2,157 $ (9,827)
Denominator:
Denominator for basic earnings
per share - weighted-
average shares 9,025,000 9,025,000 9,025,000 9,025,000
------------------- ------------------ ----------------- --------------------
Basic and diluted income (loss)
per share $ .39 $ .01 $ .24 $ (1.09)
============================================================================
Warrants to purchase common stock and employee stock options outstanding during
the period were not included in the computation of diluted income per share
because the inclusion of these options were not material.
For additional disclosures regarding stock options and warrants see Note I.
Note I - Stock Options and Warrants
At June 30, 1999, there were options outstanding to purchase 564,800 shares of
common stock at prices ranging from $1.75 to $9.25 per share and warrants
outstanding to purchase 1,400,000 shares at $6.86 per share.
10
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO JUNE 30, 1998
Net revenues from continuing operations decreased $1.2 million to $2.4 million
in the second quarter of 1999 from $3.6 million in the second quarter of 1998.
Net revenues in total, which included $1.5 million of revenues from the sale of
patent technology in the second quarter of 1998 were otherwise comparable in
total between the periods. Revenues from sales of disc inspection systems
decreased $100,000 and revenues from sales of software and other products were
up $400,000, exclusive of the $1.5 million patent sales revenue.
Costs of goods sold increased as a percentage of sales to 107% from 39% in the
second quarter of 1998. The negative gross margin in 1999 results from material
costs in relation to sales prices of products and sales at levels too low to
support levels of fixed overhead and other fixed costs during the period. In
1998, gross margins were positively effected by the sale of patent technology
which had no recorded costs.
Costs and expenses are comparable between the periods with some increased costs
in marketing as the Company continues to support the expansion of sales of
existing products and entries into new markets with new or existing products.
Savings in general and administrative were achieved during the quarter as a
continuation of cost reductions generally realized during late 1998 and early
1999.
On June 30, 1999, the Company sold its welding division and realized an after
tax gain of $5.7 million. The cash proceeds of the sale were used on that day,
in part, to repay outstanding indebtedness of the Company. As charges were
incurred in relation to the early repayment of certain of the indebtedness, in
conformity with accounting principles these charges were recognized as
extraordinary charges, net of tax.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO JUNE 30, 1998
Net revenues from continuing operations decreased by $1.1 million to $4.1
million in the period of six months ended June 30, 1999 from $5.2 million in the
period of six months ended June 30, 1998. Net revenues which included $1.5
million of revenues from the sale of patent technology in 1998 were other wise
up $400,000 between the periods. Revenues from sales of disc inspection systems
increased $100,000 and revenues from sales of software and other products were
up $300,000 exclusive of the $1.5 million patent sales revenue.
Costs of goods sold increased as a percentage of sales to 111% from 92% in the
period of six months ended June 30, 1998. The negative gross margin in 1999
results from high material costs in relation to sales prices of products and
sales levels too low to support levels of fixed overhead and other fixed costs
during the period. In 1998, gross margins were positively effected by the sale
of patent technology that had no recorded costs.
Costs and expenses are comparable between the periods with a significant
decrease in the levels of expenditures for engineering and development expenses
reflecting staff reductions implemented late in the first quarter of 1998.
On June 30, 1999, the Company sold its welding division and realized an after
tax gain of $5.7 million. The cash proceeds of the sale were used on that day,
in part, to repay outstanding indebtedness of the Company. As charges were
incurred in relation to the early repayment of certain indebtedness, in
conformity with accounting principals these charges were recognized as
extraordinary charges, net of tax.
11
12
Liquidity and Capital Resources
The Company used the cash proceeds from the sale of the welding division to pay
all funded indebtedness on June 30, 1999. The sale transaction requires that the
Company re-pay sale proceeds to the buyer to the extent that certain assets were
not maintained at agreed upon levels at the date of the closing of the
transaction. This asset purchase adjustment is estimated to be $3.75 million and
has been reflected as a current liability at June 30, 1999. Payment of the
liability is to be made no later than September 29, 1999.
Management is currently negotiating with a bank for financing that when combined
with other resources is expected to be sufficient to liquidate this liability.
It is expected that available borrowing capacity under the proposed line not
used to fund the asset purchase adjustment, the receipt of deferred payments
under the asset purchase agreement and operating cash flow will be sufficient to
support cash flow needs over the next twelve months.
Product Restructuring Charges
During the first quarter of 1998 in response to the financial conditions that
arose due to heavy investments necessary to complete certain projects under
development and unexpected low levels of orders and sales, management terminated
15% of the Company's employees with combined salaries totaling 20% of total
compensation. As these terminations severely constrained resources available for
product support, it was quickly followed by an extensive review of product
offerings. This review determined that the Company would concentrate its efforts
going forward towards products for the inspection of DVD discs, products based
on VisionBlox technology and certain higher margin and better selling welding
products. Other products including those related to compact disc production and
certain other products that were selling poorly or at low margins or which were
no longer supportable in the software configurations in use were identified for
phase out or abandonment. These products had recorded software development costs
totaling $5.3 million which was charged off to operations. In addition, reserves
totaling $1.4 million to reduce the cost of inventory related to these products
to estimated realizable value were established. Finally, in connection with a
decision to offer for sale one of the Company's buildings, a reserve in the
amount of $300,000 to cover the costs to carry the building until the estimated
sale date was established.
The charges related to inventory ($1.4 million) were recorded as part of direct
cost of sales and the charges related to software development costs and the
building reserve (totaling $5.6 million) were reflected as product restructuring
and other charges with other costs and expenses in the consolidated statements
of operations in the first quarter of 1998. $5.7 million of this charge is
included with continuing operations and $1.3 million is included with
discontinued operations.
12
13
Impact of Year 2000
Management has determined that the Company will be required to modify or replace
certain portions of its internal software and hardware so that those systems
will properly utilize dates beyond December 31, 1999. Management presently
believes that with modifications or replacements of existing software and
certain hardware, the Year 2000 issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 issue could have a material impact on the operations of the Company.
For its own information technology, management expects to fully complete
software replacement, including testing and implementation, no later than
September 30, 1999. Once testing is complete, the operating equipment will be
ready for immediate use. The testing and implementation of all software is
expected to be fully completed by September 30, 1999.
The Company will utilize both internal and external resources to reprogram or
replace, test and implement the software and operating equipment for Year 2000
modifications. The total cost of the Year 2000 project is estimated at $400,000,
and is being funded through operating cash flows. To date, the Company has
incurred approximately $350,000 ($50,000 expensed and $300,000 capitalized for
new systems and equipment) related to both its Year 2000 project and ordinary
business expenditures that also addresses the Year 2000 issue.
Management believes it has an effective program in place to resolve the Year
2000 issue in a timely manner. As noted above, the Company has not yet completed
all necessary phases of the Year 2000 program. In the event that the Company
does not complete any additional phases, the Company could be unable to
effectively manufacture and ship certain products. In addition, disruptions in
the economy generally resulting from Year 2000 issues could also materially
adversely affect the Company. The amount of potential liability and lost revenue
cannot be reasonably estimated at this time.
Quantitative and Qualitative Disclosures about Market Risks
The Company is exposed to market risk stemming from changes in foreign exchange
rates, interest rates and prices of inventory purchased for assembly into
finished products. Changes in these factors could cause fluctuations in earnings
and cash flows. In the normal course of business, exposure to interest rates is
managed by fixing the interest rates on the Company's long term debt whenever
possible. The Company does not generally enter into long-term purchase contracts
but instead purchases inventory to fill specific sales contracts thereby
minimizing risks with respect to inventory price fluctuations.
Foreign Exchange Rates - The Company's location outside the US is in the United
Kingdom. This is a sales office with net non-current assets that are not
significant. On a consolidated basis the Company denominates sales in the
following currencies:
- Japanese Yen
- Pound Sterling
- French Francs
In Management's opinion, as the currencies of Western Europe and the UK are
generally stable; there is no significant exposure to losses due to currency
fluctuations. However, because the Yen has not been stable over the past several
years, the Company does enter into forward sales contracts equal to the future
amount of the Yen to be received at the time the order is accepted. These
hedging transactions are on an order by order basis and at no time are they
speculative in nature. At June 30, 1999, the fair market value of market risk
sensitive instruments or potential for near-term losses of earnings or cash
flows for such instruments was not material.
13
14
PART II
ITEM 4. RESULTS OF VOTES OF SECURITY HOLDERS
The Annual Meeting of the Company was held on June 28, 1999. The matters voted
upon and the results of the vote follow:
1. Approve the sale of the assets of the welding division
FOR AGAINST ABSTAIN BROKER NON-VOTES
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
5,280,912 62,360 12,700 2,951,276
2. Approve change of Company's name to Integral Vision, Inc.
FOR AGAINST ABSTAIN BROKER NON-VOTES
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
5,277,230 57,530 21,212 2,951,276
3. Authorize adjournment of meeting in certain circumstances
FOR AGAINST ABSTAIN BROKER NON-VOTES
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
7,695,346 297,547 314,355 0
4. Election of Directors
FOR ABSTAIN
-------------------------------------- -------------------------------------
Max A. Coon 8,214,650 92,598
Richard R. Current 8,223,600 83,648
Charles J. Drake 8,223,040 84,208
Stephen Sharf 8,223,240 93,598
Vincent Shunsky 8,213,650 93,598
William B. Wallace 8,223,650 83,598
5. Approve stock option plan for issuance of up to 500,000 shares for option
granted
FOR AGAINST ABSTAIN BROKER NON-VOTES
- ----------------------------- ----------------------------- ---------------------------- ---------------------------
4,817,903 459,377 78,692 2,951,276
6. Other business (None)
14
15
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Description of Document
- ----------------------------------
3.1 Articles of Incorporation, as amended.
3.2 Bylaws 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).
4.1 Note and Warrant Purchase Agreement (filed as Exhibit 4.1 to the
registrants Form 8-K dated July 15, 1997, SEC file 0-12728, and
incorporated herein by reference).
4.3 Form of Medar, Inc. Common Stock Purchase Warrant Certificate (filed as
Exhibit 4.3 to registrants Form 8-K dated July 15, 1997, SEC file
0-12728, and incorporated herein by reference).
10.1 Amendment to Medar, Inc. Incentive Stock Option Plan dated May 10, 1993
(filed as Exhibit 10.3 to the registrant's Form 10-K for the year ended
December 31, 1993, SEC File 0-12728, and incorporated herein by
reference).
10.2 Non-qualified Stock Option Plan (filed as Exhibit 10.3 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 Medar, 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).
10.4 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).
10.5 Integral Vision, Inc. 1999 Employee Stock Option Plan
10.16* Patent License Agreement dated October 4, 1995 by and between Medar,
Inc. and Square D Company (filed as Exhibit 10.24 to the registrant's
Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728,
and incorporated herein by reference).
10.32 Asset Sale Purchase Agreement between Medar, Inc. and Weltronic (filed
as exhibit to the registrants Preliminary Schedule 14A - Rule 14A-101
dated May 6, 1999 and incorporated herein by reference.)
27 Financial Data Schedule
(b) Reports on Form 8-K. On May 3, 1999, a Form 8-K was filed to report
event under Item 5. No financial statements were included in the report.
*The Company has been granted confidential treatment with respect to
certain portions of this exhibit pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
15
16
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, thereunto duly authorized.
/S/CHARLES J. DRAKE
8/12/99
- ------------------------------------------------------------------------
Charles J. Drake
President & Chairman of the Board
Integral Vision, Inc.
(Principal Executive Officer)
/S/RICHARD R. CURRENT
8/12/99
- ------------------------------------------------------------------------
Richard R. Current
Executive Vice President & Chief Financial Officer
Integral Vision, Inc.
(Principal Financial & Accounting Officer)
16
17
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Articles of Incorporation, as amended.
3.2 Bylaws 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).
4.1 Note and Warrant Purchase Agreement (filed as Exhibit 4.1 to the
registrants Form 8-K dated July 15, 1997, SEC file 0-12728, and
incorporated herein by reference).
4.3 Form of Medar, Inc. Common Stock Purchase Warrant Certificate (filed as
Exhibit 4.3 to registrants Form 8-K dated July 15, 1997, SEC file
0-12728, and incorporated herein by reference).
10.1 Amendment to Medar, Inc. Incentive Stock Option Plan dated May 10, 1993
(filed as Exhibit 10.3 to the registrant's Form 10-K for the year ended
December 31, 1993, SEC File 0-12728, and incorporated herein by
reference).
10.2 Non-qualified Stock Option Plan (filed as Exhibit 10.3 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 Medar, 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).
10.4 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).
10.5 Integral Vision, Inc. 1999 Employee Stock Option Plan
10.16* Patent License Agreement dated October 4, 1995 by and between Medar,
Inc. and Square D Company (filed as Exhibit 10.24 to the registrant's
Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728,
and incorporated herein by reference).
10.32 Asset Sale Purchase Agreement between Medar, Inc. and Weltronic (filed
as exhibit to the registrants Preliminary Schedule 14A - Rule 14A-101
dated May 6, 1999 and incorporated herein by reference.)
27 Financial Data Schedule
(b) Reports on Form 8-K. On May 3, 1999, a Form 8-K was filed to report
event under Item 5. No financial statements were included in the report.
*The Company has been granted confidential treatment with respect to
certain portions of this exhibit pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
15