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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INVISION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3123544
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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7151 GATEWAY BLVD.
NEWARK, CALIFORNIA 94560
(510) 739-2400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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CURTIS P. DISIBIO
CHIEF FINANCIAL OFFICER
INVISION TECHNOLOGIES, INC.
7151 GATEWAY BLVD.
NEWARK, CALIFORNIA 94560
(510) 739-2400
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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COPIES TO:
ROBERT L. JONES, ESQ. DEBORAH LAWSON CLEVELAND, ESQ.
COOLEY GODWARD LLP CORPORATE COUNSEL
FIVE PALO ALTO SQUARE INVISION TECHNOLOGIES, INC.
3000 EL CAMINO REAL 7151 GATEWAY BLVD.
PALO ALTO, CALIFORNIA 94306-2155 NEWARK, CALIFORNIA 94560
(650) 843-5000 (510) 739-2400
FAX (650) 857-0663 FAX (510) 608-0770
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box./ /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box./X/
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering./ /
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering./ /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE (1)
<S> <S> <S> <S> <S>
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Common Stock par value $.001 per
share .......................... 180,000 shares $6.22 $1,119,600 $330.29
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(1) Estimated in accordance with Rule 457(c) for the purpose of computing
the amount of the registration fee based on the average of the high and low
sales prices of the Registrant's Common Stock as reported on the Nasdaq
National Market on September 1, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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2
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PROSPECTUS
180,000 SHARES
INVISION TECHNOLOGIES, INC.
Common Stock
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All of the shares of Common Stock offered hereby (the "Offering") are
issuable by InVision Technologies, Inc. (the "Company" or "InVision") to
Donald & Co. Securities Inc. (the "Selling Stockholder") pursuant to the
exercise of a warrant (the "Warrant") held by the Selling Stockholder, and
are being offered hereby by the Selling Stockholder. The Company's Common
Stock is traded on the Nasdaq National Market under the symbol "INVN." The
last reported sales price of the Company's Common Stock on the Nasdaq
National Market on September 1, 1998 was $6.06 per share.
The Selling Stockholder, directly or through agents, broker-dealers or
underwriters, may sell the Common Stock offered hereby from time to time on
terms to be determined at the time of sale, in transactions on the Nasdaq
National Market or in privately negotiated transactions. The Selling
Stockholder and any agents, broker-dealers or underwriters that participate
in the distribution of the Common Stock may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Act"), and
any commission received by them and any profit on the resale of the Common
Stock purchased by them may be deemed to be underwriting discounts or
commissions under the Act. See "Selling Stockholder" and "Plan of
Distribution."
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THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 3 HEREOF.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SEECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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No underwriting commissions or discounts will be paid by the Company in
connection with this offering. Estimated expenses payable by the Company in
connection with this offering are $6,500. The exercise price of the Warrant
is $6.60 per share payable to the Company. The Company will not receive any
proceeds from the sale by the Selling Stockholder of shares being offered
hereby.
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The date of this Prospectus is September , 1998.
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AVAILABLE INFORMATION
The Company is subject to the information reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices
located at Seven World Trade Center, Suite 1300, New York, New York 10048,
and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material may be obtained by mail from the
Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The SEC also maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC at
the address http://www.sec.gov. The Company's Common Stock is listed on the
Nasdaq National Market, and such reports, proxy statements and other
information can also be inspected and copied at the offices of The Nasdaq
Stock Market, 1735 K Street, N.W., Washington DC 20006.
The Company has filed with the SEC a registration statement on Form S-3
(herein referred to, together with all amendments and exhibits, as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the SEC. For further
information, reference is hereby made to the Registration Statement. Copies
of the Registration Statement and the exhibits and schedules are available as
described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed or to be filed with the Commission under
the Exchange Act are hereby incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1998; and
(d) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed April 18, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently-filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been
incorporated by reference herein (not including exhibits to such documents
unless such exhibits are specifically incorporated by reference herein or
into such documents). Such request may be directed to InVision Technologies,
Inc., Attention: Manager, Investor Relations, 7151 Gateway Blvd., Newark,
California 94560, telephone (510) 739-2400.
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InVision intends to furnish its stockholders with annual reports
containing audited consolidated financial statements examined by its
independent public accountants and quarterly reports containing unaudited
consolidated financial information for the first three quarters of each
fiscal year.
FORWARD LOOKING STATEMENTS
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS
AND UNCERTAINTIES. WHEN USED IN THIS PROSPECTUS, THE WORDS "ANTICIPATE,"
"BELIEVE," "ESTIMATE," AND "EXPECT" AND SIMILAR EXPRESSIONS AS THEY RELATE TO
THE COMPANY OR ITS MANAGEMENT ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING
STATEMENTS. THE COMPANY'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS COULD
DIFFER MATERIALLY FROM THE RESULTS EXPRESSED IN, OR IMPLIED BY, THESE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE RISKS RELATED TO MARKET ACCEPTANCE OF THE COMPANY'S
CURRENT PRODUCTS AND NEW PRODUCTS IN DEVELOPMENT, FLUCTUATIONS IN THE
COMPANY'S QUARTERLY AND ANNUAL OPERATING RESULTS, THE LOSS OF ORDERS OF THE
COMPANY'S PRODUCTS, INCLUDING THE LOSS OF THE COMPANY'S ORDER FROM THE FAA OR
THE FAILURE TO OBTAIN ADDITIONAL ORDERS, LOSS OF ANY OF THE COMPANY'S SOLE
SOURCE SUPPLIERS, INTENSE COMPETITION, RELIANCE ON LARGE ORDERS,
CONCENTRATION OF THE COMPANY'S CUSTOMERS, RISKS RELATED TO THE LENGTHY SALES
CYCLES FOR THE COMPANY'S PRODUCTS, BUDGETING LIMITATIONS OF THE COMPANY'S
CUSTOMERS AND PROSPECTIVE CUSTOMERS, AS WELL AS SUCH OTHER RISKS AS ARE
DESCRIBED UNDER "RISK FACTORS" AND IN THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 1997.
THE COMPANY
InVision Technologies, Inc. ("InVision" or "The Company") was
incorporated in Delaware in September 1990. Unless the context otherwise
requires, "InVision" and the "Company" refer to InVision Technologies, Inc.,
a Delaware corporation, including its wholly-owned subsidiaries, Imatron
Federated Systems, Inc., and Quantum Magnetics, Inc. ("Quantum"). The
Company's executive offices are located at 7151 Gateway Blvd., Newark,
California 94560, and its telephone number is (510) 739-2400.
RISK FACTORS
AN INVESTMENT IN THE SHARES BEING OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK
FACTORS, IN ADDITION TO OTHER INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, IN EVALUATING AN INVESTMENT IN THE SHARES OF
COMMON STOCK OFFERED HEREBY.
HISTORY OF LOSSES; NO ASSURANCE OF CONTINUED PROFITABILITY
The Company commenced operations in September 1990, remained in the
development stage through 1994 and received its first revenues from product
sales in the first quarter of 1995. The Company experienced net losses for
each year from inception through December 31, 1996. The year ended December
31, 1997 was the Company's first year of profitability. As of June 30, 1998,
the Company had an accumulated deficit of approximately $13.7 million.
Although the Company has reported a profit in each quarter since January 1,
1997, there can be no assurance that the Company will maintain profitability
on a quarterly and annual basis. The Company significantly expanded its
manufacturing, research and development, sales and marketing, and
administrative capabilities in 1997 to meet the increased demand for its
product. The increase in the Company's operating expenses caused by this
expansion could have a material adverse effect on the Company's business,
financial condition or results of operations if revenues do not increase at
an equal or greater rate.
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SINGLE PRODUCT; UNCERTAINTY OF MARKET ACCEPTANCE
The CTX 5000 Series currently is the only product line offered by the
Company and the Company derives substantially all of its revenues from the
sale of CTX 5000 Series units. The Company's orders to date have been
received from a limited number of customers and the majority of these have
been from a single customer, the Federal Aviation Administration ("FAA"). The
commercial success of the CTX 5000 Series will depend upon its acceptance by
domestic and international airports, government agencies and airlines as a
useful and cost-effective alternative to less expensive, higher throughput
(i.e. bags per hour or "bph") competing products employing different
technologies. The large capital commitment (approximately $1.0 million each)
required to purchase units in the CTX 5000 Series may limit the marketability
of the CTX 5000 Series. In addition, the Company's failure to compete
successfully with respect to throughput, the ability to scan all sizes of
baggage, the ease of integration of the CTX 5000 Series into existing
baggage handling systems and other factors could delay, limit or prevent
market acceptance of the CTX 5000 Series. Moreover, the market for explosive
detection system ("EDS") technology is largely undeveloped, and the Company
believes that the overall demand for EDS technology will depend significantly
upon public perception of the risk of terrorist attacks. There can be no
assurance that the public will perceive the threat of terrorist bombings to
be substantial or that the airline industry and governmental agencies will
actively pursue EDS technology. As a result, there can be no assurance the
Company will be able to achieve market penetration, revenue growth or
profitability. See "--Competition."
FLUCTUATIONS IN OPERATING RESULTS
The Company's past operating results have been, and its future operating
results will be, subject to fluctuations resulting from a number of factors,
including: the timing and size of orders from, and shipments to, major
customers; budgeting and purchasing cycles of its customers; delays in
product shipments caused customer readiness or integration issues; the timing
of new or enhanced product offerings to the CTX 5000 Series by InVision or
introduction of new products by it or its competitors and the certification
of certain of these products; changes in pricing policies by InVision, its
competitors or suppliers, including possible decreases in average selling
prices of the CTX 5000 Series in response to competitive pressures; the
proportion of revenues derived from competitive bid processes; the mix
between sales to domestic and international customers; market acceptance of
enhanced versions of the CTX 5000 Series; the availability and cost of key
components; and fluctuations in demand driven by general conditions
affecting the aviation security industry beyond the control of the Company.
InVision also may choose to reduce prices or to increase spending in response
to competition or to pursue new market opportunities, all of which may have a
material adverse effect on InVision's business, financial condition or
results of operations. InVision's systems revenues in any period are derived
from sales of multiple CTX 5000 Series systems to a limited number of
customers and are recognized upon shipment which, in view of the high sales
price of units in the CTX 5000 Series, causes minor variations in the number
of orders, or the timing of shipments, to substantially affect the Company's
quarterly revenues. Because a significant portion of the Company's quarterly
operating expenses are, and will continue to be, relatively fixed in nature,
such revenue fluctuations will cause the Company's quarterly and annual
operating results to vary substantially. Accordingly, the Company believes
that period-to-period comparisons of its results of operations are not
meaningful and cannot be relied upon as indicators of future performance.
Because of all of the foregoing factors, the Company's operating results may
be below the expectations of public market analysts and investors in some
future quarters, which would likely result in a decline in the trading price
of the Common Stock.
4
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DEPENDENCE ON SUPPLIERS
Certain key components used in the Company's products have been designed
by the Company to its specifications and are currently available only from
one or a limited number of suppliers. The Company currently does not have
long-term agreements with these suppliers. Moreover, in view of the high
cost of many of these components, the Company does not maintain significant
inventories of some necessary components. If the Company's suppliers were to
experience financial, operational, production or quality assurance
difficulties, the supply of components to the Company would be reduced or
interrupted. In the event that a supplier were to cease operations,
discontinue a product or withhold supply for any reason, the Company may be
unable to acquire such product from alternative sources within a reasonable
period of time. The Company also uses a variety of independent third party
manufacturers and subassemblers. The inability of the Company to develop
alternative sources for single or sole source components, to find alternative
third party manufacturers or subassemblers, or to obtain sufficient
quantities of these components could result in delays or interruptions in
product shipments, which could have a material adverse effect on the
Company's business, financial condition or results of operations.
DEPENDENCE ON LARGE ORDERS; CUSTOMER CONCENTRATIONS; LENGTHY SALES CYCLE
In any given fiscal year, the Company's revenues have principally
consisted, and the Company believes will continue to consist, of orders of
multiple units from a limited number of customers. While the number of
individual customers may vary from period-to-period, the Company is
nevertheless dependent upon these multiple orders for a substantial portion
of its revenues. There can be no assurance that the Company will obtain such
multiple orders on a consistent basis. During the six months year ended June
30, 1998, approximately $30.9 million, or 99%, of the Company's revenues were
generated from sales to the Company's five largest customers. During the year
ended December 31, 1997, approximately $50.2 million, or 89.0%, of the
Company's revenues were generated from sales to the Company's five largest
customers. During the year ended December 31, 1996, revenues from the
Company's six largest customers were approximately $14.0 million, or 88.4%,
of the Company's revenues. To date, all orders from United States customers
have been entirely funded by the FAA, and the Company's largest sales
contract to date, for 69 CTX 5000 Series systems, is with the FAA. There can
be no assurance that such funding or sales will continue in the future. The
Company's inability to obtain sufficient multiple orders or the failure of
the FAA to continue such purchases or funding would have a material adverse
effect on the Company's business, financial condition or results of
operations. Moreover, the timing and shipment of such orders could cause the
operating results in any quarter to differ from the projections of securities
analysts, which could adversely affect the trading price of the Common Stock.
Losses arising from customer disputes regarding shipping schedules, product
condition or performance, or the Company's inability to collect accounts
receivable from any major customer could also have a material adverse effect
on the Company's business, financial condition or results of operations.
The Company's revenues depend in significant part upon the decision of a
government agency to upgrade and expand existing facilities, alter workflows
and hire additional technical expertise in addition to procuring the CTX 5000
Series, all of which involve a significant capital commitment as well as
significant future support costs. The sales cycle of the CTX 5000 Series is
often lengthy due to the protracted approval process that typically
accompanies large capital expenditures and the time required to manufacture
the CTX 5000 Series and install and assimilate the CTX 5000 Series.
Typically, six to twelve months may elapse between a new customer's initial
evaluation of the Company's systems and the execution of a contract. Another
three months to a year may elapse prior to shipment of the CTX 5000 Series as
the customer site is prepared and the CTX 5000 Series is manufactured. During
this period the Company expends substantial funds and management resources
but recognizes no associated revenue. See "--Fluctuations in Operating
Results."
PUBLIC AGENCY CONTRACT AND BUDGET CONSIDERATIONS
Substantially all of InVision's customers and a high percentage of
Quantum's research and development customers to date have been public
agencies or quasi-public agencies. In contracting with public agencies, the
Company is subject to public agency contract requirements which vary from
jurisdiction to jurisdiction and which are subject to budgetary processes and
expenditure constraints. Budgetary allocations for explosive detection
systems, including the budget proposal pending before the U. S. Congress on
the date of this Prospectus to
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appropriate $100,000,000 to purchase EDS in fiscal 1999, are dependent, in
part, upon governmental policies which fluctuate from time to time in
response to political and other factors, including the public's perception of
the threat of commercial airline bombings. Many domestic and foreign
government agencies have experienced budget deficits that have led to
decreased capital expenditures in certain areas. The Company's results of
operations may be subject to substantial period-to-period fluctuations as a
result of these and other factors affecting capital spending. A reduction of
funding for explosive detection technology deployment could materially and
adversely affect the Company's business, financial condition or results of
operations. Future sales to public agencies will depend, in part, on the
Company's ability to meet public agency contract requirements, certain of
which may be onerous or even impossible for the Company to satisfy. In
addition, public agency contracts are frequently awarded only after formal
competitive bidding processes, which have been and may continue to be
protracted, and typically contain provisions that permit cancellation in the
event that funds are unavailable to the public agency. There can be no
assurance that the Company will be awarded any of the contracts for which its
products are bid or, if awarded, that substantial delays or cancellations of
purchases will not result from protests initiated by losing bidders.
LIMITED FIELD OPERATIONS; DEPENDENCE ON OPERATOR PERFORMANCE
As of June 30, 1998, 117 CTX 5000 systems had been shipped to 34
airports in thirteen countries around the world. A majority of these units
were installed since January 1997, and the Company's customers have only
limited experience with the operation of the CTX 5000 Series in high-volume
airport operations. Many of the factors necessary to make the overall
baggage scanning system a success, such as the CTX 5000 Series' integration
with the baggage handling system, ongoing system maintenance and the
performance of operators, are beyond the control of the Company. In
particular, once the CTX 5000 Series identifies a threat, the operator must
make a determination whether the threat is actual or a false alarm and,
therefore, whether or not to allow the bag to continue onto the aircraft.
Unsatisfactory performance of operators can lead to reduced efficacy of the
CTX 5000 Series. The failure of the CTX 5000 Series to perform successfully
in deployments, whether due to the limited experience of the Company's
customers with the CTX 5000 Series, operator error or any other reason, may
have an adverse effect on the market's perception of the efficacy of the CTX
5000 Series, which in turn could have a material adverse effect on the
Company's business, financial condition or results of operations.
MANAGEMENT OF GROWTH
As of June 30, 1998, the Company had produced a total of 117 CTX 5000
systems. As a result of the FAA's initial order of 54 CTX 5000 systems, the
Company substantially increased its rate of manufacture of the CTX 5000 in
1997, which has placed significant demands on the Company's management,
working capital and financial and management control systems. Failure to
continue to upgrade the Company's operating, management and financial control
systems when necessary, or difficulties encountered during such upgrades,
could have a material adverse effect on the Company's business, financial
condition or results of operations. The continued success of the increase in
production capability will depend in part upon the Company's ability to
continue to improve and expand its engineering and technical resources and to
attract, retain and motivate key personnel. The failure of the Company to
maintain such production capability or to increase its revenues sufficiently
to compensate for the increase in operating expenses resulting from the
recent or any future expansion would have a material adverse effect on the
Company's business, financial condition or results of operations. To
accommodate the increase in the manufacturing rate, the Company entered into
a lease in February 1997 for a new, substantially larger, manufacturing
facility. The operations of this new facility require the Company to incur
substantially larger fixed costs than it has experienced in the past. Failure
to maintain an order rate sufficient to fully utilize this new manufacturing
facility could have a material adverse effect on the Company's business,
financial condition or results of operations.
NO ASSURANCE OF CONTINUED CERTIFICATION; RISK OF CERTIFICATION OF COMPETING
TECHNOLOGIES; RISK OF CHANGING STANDARDS
The FAA has the responsibility for setting and maintaining performance
standards for explosive detection systems for all U.S. airlines, both in the
United States and abroad. The FAA Final Criteria for Certification of EDS,
published in September 1993, requires, among other things, a throughput of
450 bph for an explosive detection
6
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system. The Company's CTX 5000 currently has been tested by the FAA
at less than 450 bph and therefore has not been certified as a single unit.
The CTX 5000, when combined in a system consisting of two units, was
certified by the FAA in 1994. In 1998 the Company's latest EDS, the CTX 5500
DS system, was certified by the FAA with the ability to process bags 30%
faster than the CTX 5000 at comparable cost. As of September 1, 1998 no
other EDS has been certified by the FAA. There currently is no requirement
that U.S. airlines or airports (or international airlines or airports) deploy
FAA-certified explosive detection systems or that U.S. airlines or airports
(or most international airlines or airports) deploy explosive detection
systems at all. Should the standards be lowered, resulting in other lower
priced or higher throughput explosive detection systems becoming certified,
or should other competitive systems otherwise become certified, the Company
would lose a significant competitive advantage. Under such circumstances,
there can be no assurance that the Company's product would be able to compete
successfully with these systems. Accordingly, the certification by the FAA of
any competing EDS could have a material adverse effect on the Company's
business, financial condition or results of operations. In addition, should
the FAA increase its certification standards, there can be no assurance that
the CTX 5000 Series would meet such standards. See "Industry Background."
The Company intends to continue to modify the CTX 5000 Series in an effort to
make throughput enhancements, cost reductions and other modifications to the
CTX 5000 Series based upon the availability of adequate funds. Any such
modifications, including updated versions of the CTX 5000 Series, may require
FAA approval in order to retain certification or may require
re-certification. There can be no assurance that any such modifications will
be approved or, if required, certified by the FAA, and the failure to gain
approval or certification for such products could have a material adverse
effect on the Company's business, financial condition or results of
operations. The Company believes that its long-term success will depend in
part upon its ability to manufacture an EDS that meets or exceeds the
throughput standards of the FAA Final Certification Criteria without being
combined with another unit.
COMPETITION FOR FAA GRANT
The U.S. Government currently plays an important role in funding the
development of EDS technology and sponsoring its deployment in U.S. airports.
Through June 30, 1998, the Company had received $12.1 million from FAA
grants and contracts. The Company is also aware that Lockheed Martin
Corporation was awarded a grant of approximately $8.5 million in January 1996
from the FAA, subsequently transferred to its spin-out, L-3 Communications
Corporation ("L-3"), for the design and development of a CT-based EDS over a
two-year period. Although the Company intends to continue to compete for
additional grants as they are announced by the FAA or other agencies of the
U. S. Government, there can be no assurance that additional research and
development funds will become available in the future or that the Company
will receive any such additional funds. Notwithstanding the lack of funding,
the Company intends to continue to increase research and development
expenditures substantially. Failure by the FAA to continue to sponsor the
Company's technology could have a material adverse effect on the Company's
business, financial condition or results of operations. In addition, the
grant to L-3 and any future grants to the Company's other competitors may
improve such competitors' ability to develop and market high detection EDS
technology and cause the Company's customers to delay any purchase decisions,
which could have a material adverse effect on the Company's ability to market
the CTX 5000 Series and on the Company's business, financial condition or
results of operations.
DEPENDENCE ON PROPRIETARY TECHNOLOGY
The Company in the past has received, and from time to time in the
future may receive, communications from third parties alleging infringements
by the Company or one of its suppliers of patents or other intellectual
proprietary rights owned by such third parties. There can be no assurance
that any infringement claims (or claims for indemnification resulting from
infringement claims against third parties, such as customers) will not be
asserted against the Company. If the Company's product is found to infringe
a patent, a court may grant an injunction to prevent making, selling or using
the product in the applicable country. Protracted litigation may be
necessary to defend the Company against alleged infringement of others'
rights. Irrespective of the validity or success of such claims, defense of
such claims could result in significant costs to the Company and the
diversion of time and effort by management, either of which by itself could
have a material adverse effect on the business, financial condition or
results of operations of the Company. Further, adverse determinations in such
litigation could result in the Company's loss of proprietary rights, subject
the Company to significant liabilities (including treble damages in
7
<PAGE>
certain circumstances), or prevent the Company from selling its products. If
infringement claims are asserted against the Company, the Company may seek to
obtain a license of such third party's intellectual property rights, which
may not be available under reasonable terms or at all. In addition,
litigation may be necessary to enforce patents issued to or licensed
exclusively to the Company and to protect trade secrets or know-how owned or
licensed by the Company and, whether or not the Company is successful in
defending such intellectual property, the Company could incur significant
costs and divert considerable management and key technician time and effort
with respect to the prosecution of such litigation, either of which by itself
could have a material adverse effect on the business, financial condition or
results of operations of the Company.
INTERNATIONAL BUSINESS; RISK OF CHANGE IN FOREIGN REGULATIONS; FLUCTUATION IN
EXCHANGE RATES
The Company markets its products to customers outside of the United
States and, accordingly, is exposed to the risks of international business
operations, including unexpected changes in regulatory requirements, changes
in foreign control legislation, possible foreign currency controls, uncertain
ability to protect and utilize its intellectual property in foreign
jurisdictions, currency exchange rate fluctuations or devaluation, tariffs or
other barriers, difficulties in staffing and managing foreign operations,
difficulties in obtaining and managing vendors and distributors, and
potentially negative tax consequences. International sales are subject to
certain inherent risks including tariffs, embargoes and other trade barriers,
staffing and operating foreign sales and service operations and collecting
accounts receivable. The Company is also subject to risks associated with
regulations relating to the import and export of high technology products.
The Company cannot predict whether quotas, duties, taxes or other charges or
restrictions upon the importation or exportation of the Company's products in
the future will be implemented by the United States or any other country.
Fluctuations in currency exchange rates could cause the Company's products to
become relatively more expensive to customers in a particular country,
leading to a reduction in sales or profitability in that country. There can
be no assurance that any of these factors will not have a material adverse
effect on the Company's business, financial condition or results of
operations.
PRODUCT LIABILITY RISKS; RISK OF FAILURE TO DETECT EXPLOSIVES; AVAILABILITY
OF INSURANCE
The Company's business exposes it to potential product liability risks
which are inherent in the manufacturing and sale of explosive detection
systems. There are many factors beyond the control of the Company that could
lead to liability claims, such as the reliability of the customer's
operators, the training of the operators after the initial installation and
training period, and the maintenance of the units by the customers. For these
and other reasons, including software and hardware limitations and
malfunctions of the CTX 5000 Series, there can be no assurance that the
systems will detect all explosives hidden in the luggage scanned. The Company
does not believe that it would be liable for any such claims, but the cost of
defending any such claims would be significant and any adverse determination
may be in excess of the Company's insurance coverage. Moreover, the failure
of the CTX 5000 Series to detect an explosive would also result in negative
publicity which could have a material adverse effect on sales and may cause
customers to cancel orders already placed, either of which could have a
material adverse effect on the Company's business, financial condition or
results of operations. Many of the Company's customers require the Company to
maintain insurance at certain levels. The Company currently has product
liability insurance in the amount of $150 million. There can be no assurance
that additional insurance coverage, if required by customers or otherwise,
could be obtained on acceptable terms, if at all.
UNCERTAINTY OF PRODUCT DEVELOPMENT
The Company's success will depend upon its ability to enhance its
existing products, and to develop new products to meet regulatory and
customer requirements and to achieve market acceptance. The enhancement and
development of these products will be subject to all of the risks associated
with new product development, including unanticipated delays, expenses,
technical problems or other difficulties that could result in the abandonment
or substantial change in the commercialization of these enhancements or new
products. Given the uncertainties inherent with product development and
introduction, there can be no assurance that the Company will be successful
in introducing products or product enhancements, including products that
meet FAA certification standards, on a timely basis, if at all, or that the
Company will be able to market successfully these products and product
enhancements once developed.
8
<PAGE>
RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS
An element of the Company's strategy is to review acquisition prospects
that would complement its existing product offerings, augment its market
coverage, enhance its technological capabilities or otherwise offer growth
opportunities. Future acquisitions by the Company could result in potentially
dilutive issuances of equity securities, the incurrence of debt and
contingent liabilities, and amortization expenses related to goodwill and
other intangible assets, any of which could have a material adverse effect on
the Company's business, financial condition or results of operations.
Acquisitions entail numerous risks, including difficulties in the
assimilation of acquired operations, technologies and products, diversion of
management's attention from other business concerns, risks of entering
markets in which the Company has no or limited prior experience and potential
loss of key employees of acquired organizations. The Company's management has
limited experience in assimilating acquired organizations. No assurance can
be given as to the ability of the Company to successfully integrate any
businesses, products, technologies or personnel that might be acquired in the
future, and the failure of the Company to do so could have a material adverse
effect on the Company's business, financial condition or results of
operations.
CONCENTRATION OF OWNERSHIP; CONTROL BY MANAGEMENT
As of April 13, 1998, the Company's principal stockholder, HARAX
Holding, S.A. ("HARAX"), and its affiliates held approximately 21.6% of the
Company's Common Stock, and the present directors and executive officers of
the Company and their affiliates, in the aggregate, beneficially owned
approximately 12.1% of the outstanding Common Stock, in each case including
shares issuable pursuant to stock options exercisable within 60 days of April
13, 1998. Consequently, HARAX together with the Company's directors and
executive officers, acting in concert, have the ability to significantly
affect the election of the Company's directors and have a significant effect
on the outcome of corporate actions requiring stockholder approval. In
addition, HARAX, acting alone, will have the power to significantly affect
matters relating to the Company's affairs and business.
ANTI-TAKEOVER PROVISIONS
The Company's Restated Certificate of Incorporation contains certain
provisions that may discourage bids for the Company. This could limit the
price that certain investors might be willing to pay in the future for shares
of the Common Stock.
YEAR 2000 COMPLIANCE
The CTX 5000 Series contains installed computer systems and software
products which are coded to accept only two digit entries in the date code
field. Beginning in the year 2000, these date code fields will need to accept
four digit entries to distinguish 21st century dates from 20th century dates.
While uncertainty exists concerning the potential effects associated with
such compliance, the Company does not believe that year 2000 compliance will
result in a material adverse effect on its financial condition or results of
operations.
The Company also currently uses software and related computerized
management information and financial reporting systems that will be affected
by the date change in the year 2000. The year 2000 issue exists because many
computer systems and applications currently utilize two-digit date fields,
rather than four-digit date fields, to define the applicable year. When the
millennium date change occurs, date-sensitive systems will recognize the year
2000 as the year 1900, or not at all. This inability to recognize or
properly treat the year 2000 may result in systems failure or cause systems
to process critical financial and operational information incorrectly.
Based on ongoing assessments, the Company has determined that it will be
required to modify or upgrade portions of its computer software so that its
computer systems will properly use and recognize dates beyond December 31,
1999. Based on preliminary information compiled by the Company, the Company
does not believe that the costs of addressing the year 2000 will be material
to Company. Other factors that may affect the Company's costs in addressing
the year 2000 issue include, but are not limited to, the availability and
cost of personnel trained in this area, the ability to locate and correct all
relevant computer codes, and similar uncertainties. The Company
9
<PAGE>
expects to complete all year 2000 programming changes during fiscal 1999.
The estimated costs of and time frame related to this project are based on
estimates of the Company's management, and there can be no assurance that
actual costs will not differ materially from the current expectations. In
addition, the Company's ability to interface with its customers, particularly
with respect to electronic data interchange programs, may be impacted by the
failure of its customers to make the appropriate upgrades or modifications to
their programs to address the year 2000 issue. Nevertheless, the Company
does not expect that the costs of addressing potential problems relating to
the year 2000 issue will have a material adverse impact on the Company's
financial position, results of operations or cash flows in future periods.
Although the Company plans to devote the necessary resources to resolve all
significant year 2000 issues in a timely manner, if such processing issues
are not resolved in a timely manner, the year 2000 issue could have a
material impact on the operations and financial conditions of the Company.
VOLATILITY OF STOCK PRICE
Since the Company's initial public offering in April 1996, the price of
the Company's Common Stock has fluctuated widely, with sales on The Nasdaq
Stock Market ranging from, on a post-split basis, $4.63 to $17.88. The market
price of the shares of Common Stock, like that of the common stock of many
other high technology companies, is highly volatile. The Company believes
that factors such as the crash of TWA Flight 800, the Report of the White
House Commission on Aviation Safety and Security, chaired by Vice President
Gore, and the entering into of the FAA contract for 69 CTX 5000 systems have
greatly affected the fluctuation in the Company's Common Stock trading price.
In the future such events, as well as announcements of technological
innovations or new products by the Company or its competitors and general
market conditions, may have a significant effect on the market price of the
Common Stock. In addition, in recent years the stock market in general, and
the market for small capitalization stocks in particular, has experienced
extreme price fluctuations which have often been unrelated to the operating
performance of affected companies. Such fluctuations could adversely affect
the market price of the Company's Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS
Sales of substantial amounts of Common Stock in the public market could
have an adverse effect on the trading price of the Common Stock. Based on
shares outstanding as of April 13, 1998, the Company has outstanding
approximately 12,031,077 shares of Common Stock. Of such shares outstanding,
approximately 9,147,372 shares are freely tradable or may be sold immediately
pursuant to Rules 144 or 145 under the Securities Act. Of the remaining
shares outstanding, approximately 2,592,982 shares may be sold pursuant to
Rule 144 subject to the volume limitations thereunder and approximately
290,723 may be sold pursuant to Rule 145 subject to the volume limitations
thereunder. The volume limitations with respect to the 290,723 shares
terminate on September 30, 1998.
The Company has entered into an agreement with a stockholder pursuant to
which 479,318 shares are currently registered for resale under the Securities
Act, has entered into an agreement with the Selling Stockholder pursuant to
which the 180,000 shares issuable pursuant to the Warrant and offered hereby
are registered for resale under the Securities Act, and has entered into
agreements with certain of its stockholders and others pursuant to which such
persons have the right to require the Company to register up to an aggregate
of 213,940 additional shares of Common Stock for resale under the Securities
Act.
10
<PAGE>
MATERIAL CHANGES
In May 1998 the Board of Directors of the Company adopted a stock
repurchase program, in which management of the Company is authorized to
repurchase up to 500,000 shares of the Company's Common Stock on the open
market at prevailing market prices or in negotiated transactions off the
market. As of June 30, 1998, the Company had repurchased approximately
81,000 shares of Common Stock. The Company has not repurchased any shares
since June 10, 1998 and there can be no assurance that all of such shares will
ultimately be repurchased by the Company.
SELLING STOCKHOLDER
The following table sets forth certain information regarding the number
of shares of Common Stock owned beneficially by the Selling Stockholder as of
June 30, 1998 and the number of shares which may be offered pursuant to this
Prospectus. This information is based upon information provided by the
Selling Stockholder. Because the Selling Stockholder may sell all, some or
none of his Common Stock being offered, no definitive estimate as to the
number of shares thereof that will be held by the Selling Stockholder after
this offering can be provided.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BEING
OFFERING (1) OFFERED
----------- -------
NAME NUMBER PERCENT
---- ------ -------
<S> <C> <C> <C>
Donald & Co. Securities Inc. .................. 180,000 1.5% 180,000
</TABLE>
- ----------------------
(1) Applicable percentage of ownership at June 30, 1998 is based upon
approximately 12,009,672 shares of Common Stock outstanding. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and includes sole or shared voting or investment power
with respect to shares shown as beneficially owned.
On April 30, 1996, the Company issued a warrant (the "Warrant") to
purchase 180,000 shares of Common Stock to the Selling Stockholder in
connection with the Company's initial public offering of its Common Stock, in
which the Selling Stockholder acted as underwriter. The Warrant may be
exercised at an exercise price of $6.60 per share. The Warrant also contains
provisions for the adjustment of the exercise price and the aggregate number
of shares issuable upon exercise of the Warrant under certain circumstances,
including stock dividends, stock splits, reorganizations, reclassifications
and consolidations, and will expire on April 22, 2001. The foregoing number
of shares subject to the Warrant and exercise price have been adjusted to
reflect a 2-for-1 Common Stock split in the form of a stock dividend effected
on February 7, 1997.
The Selling Stockholder was the lead underwriter in the Company's
initial public offering of its Common Stock which occurred in April 1996, was
an underwriter in the Company's public offering of its Common Stock in May
1997, and is a market maker in the Company's Common Stock. In addition, from
time to time, a principal of the Selling Stockholder attends meetings of the
Board of Directors and advises the Board of Directors on market conditions
and other matters. The Selling Stockholder is also assisting the Company in
connection with the Company's stock repurchase program.
11
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock offered by the Selling Stockholder may be
sold from time to time to purchasers directly by the Selling Stockholder
acting as principal for its own account in one or more transactions at a
fixed price, which may be changed, or at varying prices determined at the
time of sale or at negotiated prices. Alternatively, the Selling Stockholder
may from time to time offer the Common Stock through underwriters, dealers or
agents who may receive compensation in the form of underwriting discounts,
commissions or concessions from the Selling Stockholder and/or the purchasers
of shares for whom they may act as agent. In addition, the shares of Common
Stock may be pledged from time to time by the Selling Stockholder to a lender
to secure one or more loans, and defaults under that loan or loans may result
in the pledgee acquiring title to some or all of the shares and selling them
either directly or through underwriters, dealers or agents. Sales may be made
on the Nasdaq National Market or in private transactions. The Selling
Stockholder is itself an underwriter and a broker/dealer, and is a market
maker in the Company's Common stock.
The Selling Stockholder and any underwriters, dealers, agents or
pledgees that participate in the distribution of the Common Stock offered
hereby may be deemed to be underwriters within the meaning of the Act and any
discounts, commissions or concessions received by them and any provided
pursuant to the sale of shares by them might be deemed to be underwriting
discounts and commissions under the Act.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common Stock may not be sold unless it has been registered or qualified for
sale or an exemption from registration or qualification requirements is
available and is complied with.
Pursuant to an agreement with the Selling Stockholder, the Company will
pay substantially all of the expenses incident to the offering and sale to
the public of the Common Stock offered hereby, other than commissions,
concessions and discounts of underwriters, dealers or agents. Such expenses
(excluding such commissions and discounts) are estimated to be approximately
$6,500.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
the Company by Cooley Godward LLP, Palo Alto, California.
EXPERTS
The financial statements and schedules appearing in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, have been
audited by PricewaterhouseCoopers LLP, independent accountants, as set forth
in their report thereon included therein and incorporated herein by
reference. Such financial statements and schedules are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
12
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDER OR BY ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION TO BUY ANY OF THE SHARES OFFERED HEREBY TO ANY PERSON
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
----------------
TABLE OF CONTENTS
PAGE
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Material Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Selling Stockholder. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
180,000 SHARES
INVISION TECHNOLOGIES, INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
SEPTEMBER , 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses payable by the Registrant in
connection with the sale of the Common Stock being registered. All the
amounts shown are estimates except for the registration fee.
Registration fee .................................... $330
Legal fees and expenses ............................. 3,000
Accounting fees and expenses ........................ 3,000
Miscellaneous ....................................... 170
------
TOTAL ...................................... $6,500
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under
the Securities Act of 1933, as amended (the "Securities Act"). The
Registrant's Bylaws also provide that the Registrant will indemnify its
directors and executive officers and may indemnify its other officers,
employees and agents to the fullest extent permitted by Delaware law.
The Registrant's Certificate of Incorporation provides for the
elimination of liability for monetary damages for breach of the directors'
fiduciary duty of care to the Registrant and its stockholders. These
provisions do not eliminate the directors' duty of care and, in appropriate
circumstances, equitable remedies such an injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of
law, for any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision does not
affect a director's responsibilities under any other laws, such as the
federal securities laws or state or federal environmental laws.
ITEM 16. EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
- -------------- -----------------------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
24.1 Power of Attorney. Reference is made to Page II-3.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement.
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
II-1
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement,
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act 1934 that are incorporated by reference in the
registration statement.
(iv) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(2) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to provisions described in Item 15, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newark, State of California, on
September 2, 1998.
INVISION TECHNOLOGIES, INC.
By: /s/ Sergio Magistri
---------------------------------
Sergio Magistri
President and Chief Executive Officer
(PRINCIPAL EXECUTIVE OFFICER)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sergio Magistri and Curtis P. DiSibio,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capabilities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Sergio Magistri President, Chief Executive September 2, 1998
- ------------------------------- Officer and Director
Sergio Magistri (PRINCIPAL EXECUTIVE OFFICER)
/s/ Curtis P. DiSibio Senior Vice President and Chief September 2, 1998
- ------------------------------- Financial Officer
Curtis P. DiSibio (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ Douglas P. Boyd Director September 2, 1998
- -------------------------------
Douglas P. Boyd
/s/ Morris D. Busby Director September 2, 1998
- -------------------------------
Morris D. Busby
/s/ Giovanni Lanzara Chairman of the Board September 2, 1998
- ------------------------------- and Director
Giovanni Lanzara
/s/ Bruno Trezza Director September 2, 1998
- -------------------------------
Bruno Trezza
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to Page II-3.
</TABLE>
<PAGE>
EXHIBIT 5.1
[COOLEY GODWARD LETTERHEAD]
September 2, 1998
InVision Technologies, Inc.
7151 Gateway Blvd.
Newark, California 94560
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by InVision Technologies, Inc. (the "Company") of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering for resale of
180,000 shares of the Company's Common Stock (the "Shares"), with a par value
of $0.001, issuable upon exercise of a warrant held by Donald & Co.
Securities Inc. (the "Warrant").
In connection with this opinion, we have examined the Registration Statement,
the Company's Certificate of Incorporation and Bylaws, as amended, the
Warrant and related warrant agreement, and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and
delivery of all documents where due execution and delivery are a prerequisite
to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued and sold in accordance with the terms of the
Warrant, will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters"
in the Prospectus included in the Registration Statement.
Very truly yours,
Cooley Godward LLP
/s/ Patrick A. Pohlen
Patrick A. Pohlen
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 16, 1998 appearing on page
F-1 of the Company's Annual Report on Form 10-K (File No. 0-20815), for the
year ended December 31, 1997.
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 2, 1998
