x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
For
the quarterly period ended: June 30, 2008
|
|
or
|
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
For
the transition period from: _____________ to
_____________
|
[Michigan]
|
[0-12728]
|
[38-2191935]
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
of
Incorporation)
|
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 June 30, 2008 (unaudited) and December 31,
2007
|
2
|
|
Condensed
Statements of Operations (unaudited) for the three months and the
six
months ended June 30, 2008 and 2007
|
4
|
|
Statement
of Stockholders’ Deficit (unaudited)
|
6
|
|
Condensed
Statements of Cash Flows (unaudited) for the six months ended June
30,
2008 and 2007
|
7
|
|
Notes
to Condensed Financial Statements (unaudited)
|
8
|
|
Item 2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
20
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
26
|
Item 4.
|
Controls
and Procedures
|
27
|
PART
II. OTHER INFORMATION
|
||
Item 6.
|
Exhibits
|
28
|
Signatures
|
30
|
June 30,
|
December 31,
|
||||||
2008
|
2007
|
||||||
(Unaudited)
|
|||||||
(in
thousands)
|
|||||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
86
|
$
|
11
|
|||
Accounts
receivable
|
139
|
75
|
|||||
Inventories
- Note B
|
379
|
265
|
|||||
Other
|
64
|
97
|
|||||
Total
current assets
|
668
|
448
|
|||||
Property
and equipment:
|
|||||||
Building
Improvements
|
4
|
4
|
|||||
Production
and engineering equipment
|
234
|
234
|
|||||
Furniture
and fixtures
|
80
|
80
|
|||||
Computer
equipment
|
188
|
190
|
|||||
Marketing/demonstration
equipment
|
139
|
139
|
|||||
645
|
647
|
||||||
Less
accumulated depreciation
|
(462
|
)
|
(431
|
)
|
|||
Net
property and equipment
|
183
|
216
|
|||||
Other
assets
-
net of accumulated amortization of $1,499,000 ($1,493,000 for
2007)
|
57
|
34
|
|||||
$
|
908
|
$
|
698
|
June 30,
|
December 31,
|
||||||
2008
|
2007
|
||||||
(Unaudited)
|
|||||||
(in
thousands)
|
|||||||
Liabilities
and Stockholders' Deficit:
|
|||||||
Current
liabilities:
|
|||||||
Notes
payable
|
$
|
4,437
|
$
|
3,342
|
|||
Accounts
payable
|
84
|
75
|
|||||
Customer
deposits
|
270
|
-
|
|||||
Accrued
compensation and related costs
|
297
|
298
|
|||||
Accrued
interest
|
416
|
196
|
|||||
Accrued
product warranty
|
83
|
82
|
|||||
Other
accrued liabilities
|
64
|
40
|
|||||
Total
current liabilities
|
5,651
|
4,033
|
|||||
Long-term
debt
|
-
|
-
|
|||||
Total
liabilities
|
5,651
|
4,033
|
|||||
Stockholders'
deficit:
|
|||||||
Preferred
stock, 400,000 shares authorized; none issued
|
-
|
-
|
|||||
Common
stock, without par value, stated value $.20 per share; 70,000,000
shares
authorized; 29,566,409 shares issued and outstanding
|
5,913
|
5,913
|
|||||
Additional
paid-in capital
|
39,494
|
39,407
|
|||||
Accumulated
deficit
|
(50,150
|
)
|
(48,655
|
)
|
|||
Total
stockholders’ deficit
|
(4,743
|
)
|
(3,335
|
)
|
|||
$
|
908
|
$
|
698
|
Three Months Ended June 30,
|
|||||||
2008
|
2007
|
||||||
(Unaudited)
|
|||||||
(In thousands, except per share data)
|
|||||||
Revenue:
|
|||||||
Net product sales
|
$
|
445
|
$
|
94
|
|||
Net
revenue from product development agreements
|
25
|
-
|
|||||
Total
revenues (See Note-B)
|
470
|
94
|
|||||
Costs
of sales:
|
|||||||
Costs
of sales for products
|
215
|
81
|
|||||
Depreciation
and amortization
|
4
|
4
|
|||||
Total
costs of sales
|
219
|
85
|
|||||
Gross
margin
|
251
|
9
|
|||||
Other
costs and expenses:
|
|||||||
Marketing
|
191
|
163
|
|||||
General
and administrative - net
|
340
|
361
|
|||||
Engineering
and development - net
|
228
|
264
|
|||||
Total
other costs and expenses
|
759
|
788
|
|||||
Operating
loss
|
(508
|
)
|
(779
|
)
|
|||
Other
income
|
1
|
-
|
|||||
Interest
expense
|
(142
|
)
|
(87
|
)
|
|||
Net
loss
|
$
|
(649
|
)
|
$
|
(866
|
)
|
|
Basic
and diluted loss per share:
|
|||||||
Net
loss
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
|
Weighted
average number of shares of common stock and common stock equivalents,
where applicable
|
29,566
|
29,511
|
Six Months Ended June 30,
|
|||||||
2008
|
2007
|
||||||
(Unaudited)
|
|||||||
(In thousands, except per share data)
|
|||||||
Revenue:
|
|||||||
Net
product sales
|
$
|
455
|
$
|
410
|
|||
Net
revenue from product development agreements
|
25
|
-
|
|||||
Total
revenues (See Note-B)
|
480
|
410
|
|||||
Costs
of sales:
|
|||||||
Costs
of sales for products
|
259
|
336
|
|||||
Depreciation
and amortization
|
8
|
10
|
|||||
Total
costs of sales
|
267
|
346
|
|||||
Gross
margin
|
213
|
64
|
|||||
Other
costs and expenses:
|
|||||||
Marketing
|
339
|
312
|
|||||
General
and administrative - net
|
672
|
679
|
|||||
Engineering
and development - net
|
460
|
580
|
|||||
Total
other costs and expenses
|
1,471
|
1,571
|
|||||
Operating
loss
|
(1,258
|
)
|
(1,507
|
)
|
|||
Other
income
|
-
|
5
|
|||||
Interest
expense
|
(237
|
)
|
(111
|
)
|
|||
Net
loss
|
$
|
(1,495
|
)
|
$
|
(1,613
|
)
|
|
Basic
and diluted loss per share:
|
|||||||
Net
loss
|
$
|
(0.05
|
)
|
$
|
(0.05
|
)
|
|
Weighted
average number of shares of common stock and common stock equivalents,
where applicable
|
29,566
|
29,509
|
Common Stock
|
||||||||||||||||
Number of
Shares
Outstanding
|
Amount
|
Additional Paid-
In Capital
|
Accumulated
Deficit
|
Total
|
||||||||||||
(in thousands, except number of common shares outstanding)
|
||||||||||||||||
Balance
at January 1, 2008
|
29,566,409
|
$
|
5,913
|
$
|
39,407
|
$
|
(48,655
|
)
|
$
|
(3,335
|
)
|
|||||
Issuance
of warrants for settlement of interest on Class 2 Notes (see Note
C)
|
1
|
1
|
||||||||||||||
Net
loss for the period
|
(1,495
|
)
|
(1,495
|
)
|
||||||||||||
Share-based
compensation
|
86
|
86
|
||||||||||||||
Balance
at June 30, 2008
|
29,566,409
|
$
|
5,913
|
$
|
39,494
|
$
|
(50,150
|
)
|
$
|
(4,743
|
)
|
Six Months Ended June 30,
|
|||||||
2008
|
2007
|
||||||
(Unaudited)
|
|||||||
(in thousands)
|
|||||||
Cash Flows From Operating Activities
|
|||||||
Net
loss
|
$
|
(1,495
|
)
|
$
|
(1,613
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
Depreciation
|
33
|
38
|
|||||
Amortization
|
6
|
6
|
|||||
Warrants
issued in settlement of interest
|
1
|
-
|
|||||
Share-based
compensation
|
86
|
48
|
|||||
Changes
in operating assets and liabilities which provided (used)
cash:
|
|||||||
Accounts
receivable
|
(64
|
)
|
(116
|
)
|
|||
Inventories
|
(114
|
)
|
(150
|
)
|
|||
Prepaid
and other
|
32
|
69
|
|||||
Accounts
payable and other current liabilities
|
253
|
77
|
|||||
Customer
deposits
|
270
|
-
|
|||||
Deferred
revenue
|
-
|
183
|
|||||
Net
Cash Used In Operating Activities
|
(992
|
)
|
(1,458
|
)
|
|||
Cash
Flows From Investing Activities
|
|||||||
Purchase
of property and equipment
|
-
|
(38
|
)
|
||||
Sale
of equipment
|
1
|
-
|
|||||
Additional
Patents
|
(3
|
)
|
(3
|
)
|
|||
Net
Cash Used In Investing Activities
|
(2
|
)
|
(41
|
)
|
|||
Cash
Flows From Financing Activities
|
|||||||
Proceeds
from sale of Class 2 Notes - Net
|
1,095
|
1,499
|
|||||
Debt
financing fees
|
(26
|
)
|
-
|
||||
Proceeds
from issuance of common stock
|
-
|
2
|
|||||
Net
Cash Provided By Financing Activities
|
1,069
|
1,501
|
|||||
Increase
in Cash
|
75
|
2
|
|||||
Cash
at Beginning of Period
|
11
|
57
|
|||||
Cash
at End of Period
|
$
|
86
|
$
|
59
|
|||
Supplemental
cash flows disclosure:
|
|||||||
Interest
paid
|
$
|
15
|
$
|
15
|
30-Jun-08
|
31-Dec-07
|
||||||
(in
thousands)
|
|||||||
Raw
materials
|
$
|
267
|
$
|
265
|
|||
Work
in process
|
112
|
-
|
|||||
Finished
goods
|
-
|
||||||
$
|
379
|
$
|
265
|
Three Months
|
Six Months
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
(in thousands)
|
(in thousands)
|
||||||||||||
Gross
G&A Expense
|
$
|
340
|
$
|
361
|
$
|
672
|
$
|
687
|
|||||
Less
allocation to cost of sales from product development
agreements
|
-
|
-
|
-
|
-
|
|||||||||
Less
allocation to inventory for product development agreements
|
-
|
-
|
-
|
$
|
(8
|
)
|
|||||||
Remaining
G&A Expense
|
$
|
340
|
$
|
361
|
$
|
672
|
$
|
679
|
Three Months
|
Six Months
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
(in thousands)
|
(in thousands)
|
||||||||||||
Gross
Engineering Expense
|
$
|
228
|
$
|
264
|
$
|
460
|
$
|
600
|
|||||
Less
allocation to cost of sales from product development
agreements
|
-
|
-
|
-
|
-
|
|||||||||
Less
allocation to inventory for product development agreements
|
-
|
-
|
-
|
(20
|
)
|
||||||||
Remaining
G&A Expense
|
$
|
228
|
$
|
264
|
$
|
460
|
$
|
580
|
2008
|
2007
|
||||||
(in
thousands)
|
|||||||
Short
Term Debt:
|
|||||||
Class
2 Notes
|
$
|
4,064
|
$
|
2,964
|
|||
Class
3 Notes
|
$
|
373
|
$
|
378
|
|||
Total
Short Term Debt
|
$
|
4,437
|
$
|
3,342
|
Three Months Ended June 30,
|
|
Six Months Ended June 30, 2008
|
|
||||||||||
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
||||
|
|
(unaudited)
|
|
(unaudited)
|
|
||||||||
|
|
(in thousands, except per share data)
|
|
(in thousands except per share data)
|
|
||||||||
Numerator for basic and diluted loss
per share – loss available to common
stockholders
|
|||||||||||||
Net
loss
|
$
|
(649
|
)
|
$
|
(866
|
)
|
$
|
(1,495
|
)
|
$
|
(1,613
|
)
|
|
*there
was no effect of dilutive securities—see below
|
|||||||||||||
Denominator
for basic and diluted loss per share - weighted average
shares
|
29,566
|
29,511
|
29,566
|
29,509
|
|||||||||
*there
was no effect of dilutive securities—see below
|
|||||||||||||
BASIC
AND DILUTED LOSS PER SHARE:
|
|||||||||||||
Net
loss
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
(0.05
|
)
|
$
|
(0.05
|
)
|
June 30
|
|||||||
2008
|
2007
|
||||||
(in thousands)
|
|||||||
Expected
Life (in years)
|
5.0
|
6.0
|
|||||
Expected
volatility
|
86.5
|
%
|
82.8
|
%
|
|||
Risk-free
interest rate
|
2.9
|
%
|
4.90
|
%
|
|||
Expected
dividend yield
|
0
|
%
|
0
|
%
|
|||
Expected
forfeiture rate
|
0
|
%
|
0
|
%
|
2008
|
2007
|
||||||||||||
Shares
|
Weighted
Average
Exercise Price
|
Shares
|
Weighted
Average
Exercise Price
|
||||||||||
(number of shares in thousands)
|
|||||||||||||
Outstanding
at January 1
|
1,496
|
$
|
0.71
|
1,309
|
$
|
0.95
|
|||||||
Granted
|
2,296
|
0.21
|
0
|
0.00
|
|||||||||
Exercised
|
0
|
0.00
|
(20
|
)
|
0.10
|
||||||||
Expired
or cancelled
|
(1,197
|
)
|
0.78
|
(61
|
)
|
2.86
|
|||||||
Outstanding
at June 30 ($.10 to $.26 per share)
|
2,595
|
$
|
0.20
|
1,228
|
$
|
0.87
|
|||||||
Exercisable
($.10 to $.26 per share)
|
299
|
$
|
0.16
|
1,028
|
$
|
0.80
|
2008
|
2007
|
||||||||||||
Shares
|
Weighted
Average Grant-
Date Fair Value
|
Shares
|
Weighted
Average Grant-Date Fair Value
|
||||||||||
Nonvested
at January 1
|
650,000
|
$
|
0.47
|
210,000
|
$
|
0.60
|
|||||||
Granted
|
2,296,000
|
0.21
|
0
|
0.00
|
|||||||||
Forfeited
|
(650,000
|
)
|
0.73
|
(10,000
|
)
|
0.60
|
|||||||
Vested
|
0
|
0.00
|
0
|
0.00
|
|||||||||
Nonvested
at June 30
|
2,296,000
|
$
|
0.21
|
200,000
|
$
|
0.60
|
Three Monnhs Ended
|
Six Months Ended
|
||||||||||||
June 30,
|
June 30,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
(in thousands)
|
(in thousands)
|
||||||||||||
Marketing
|
$
|
10
|
$
|
5
|
$
|
20
|
$
|
10
|
|||||
Engineering
and Development
|
16
|
13
|
36
|
26
|
|||||||||
General
and Administrative
|
19
|
6
|
30
|
12
|
|||||||||
Total
share-based compensation expense
|
$
|
45
|
$
|
24
|
$
|
86
|
$
|
48
|
2008
|
2007
|
||||||||||||||||||
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)
|
||||||||||||||||||
$0.10
to $0.60
|
2,595
|
9.1
|
299
|
669
|
6.1
|
469
|
|||||||||||||
$1.03
to $1.71
|
-
|
-
|
-
|
559
|
5.7
|
559
|
|||||||||||||
$0.10
to $1.71
|
2,595
|
9.1
|
299
|
1,228
|
5.9
|
1028
|
2008
|
2007
|
||||||||||||||||||||||||
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
|
$
|
1.60
|
3,500
|
1.78
|
3,500
|
$
|
1.60
|
3,500
|
2.79
|
3,500
|
|||||||||||||||
Class
2 Notes
|
$
|
1.44
|
1,220
|
2.59
|
1,220
|
$
|
1.00
|
321
|
1.73
|
321
|
|||||||||||||||
Class
3 Notes
|
$
|
1.00
|
373
|
0.08
|
373
|
$
|
1.00
|
378
|
0.76
|
378
|
|||||||||||||||
1995
Employee Stock Option Plan
|
$
|
0.17
|
184
|
3.46
|
184
|
$
|
0.64
|
319
|
3.50
|
319
|
|||||||||||||||
1999
Employee Stock Option Plan
|
$
|
0.17
|
290
|
7.69
|
115
|
$
|
0.27
|
335
|
4.77
|
335
|
|||||||||||||||
2004
Employee Stock Option Plan
|
$
|
0.25
|
993
|
9.63
|
-
|
$
|
1.34
|
574
|
7.93
|
374
|
|||||||||||||||
2008
Equity Equity Compensation Plan
|
$
|
0.17
|
1,128
|
9.87
|
-
|
$
|
-
|
-
|
-
|
-
|
|||||||||||||||
$
|
1.07
|
7,688
|
4.29
|
5,392
|
$
|
1.36
|
5,427
|
3.29
|
5,227
|
(in thousands)
|
|||||||
Balance
as of January 1
|
$
|
87
|
$
|
49
|
|||
Charges/(credits)
to expense
|
-
|
16
|
|||||
Utilization/payment
|
(8
|
)
|
(1
|
)
|
|||
Balance
as of March 31
|
$
|
79
|
$
|
64
|
|||
Charges/(credits)
to expense
|
7
|
(1
|
)
|
||||
Utilization/payment
|
(3
|
)
|
(2
|
)
|
|||
Balance
as of June 30,
|
$
|
83
|
$
|
61
|
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
|
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).
|
|
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 foirm 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.
|
|
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, (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 andWarrant 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).
|
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).
|
|
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:
August 14, 2008
|
By:
|
/s/
Charles J. Drake
|
Charles
J. Drake
|
||
Chairman
of the Board and
|
||
Chief
Executive Officer
|
||
Dated:
August 14, 2008
|
By:
|
/s/
Mark R. Doede
|
Mark
R. Doede
|
||
President,
Chief Operating Officer
|
||
and
Chief Financial Officer
|