<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
-------
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended DECEMBER 31, 1998 or
[ ] 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: 0-20815
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 No.)
incorporation or organization)
7151 GATEWAY BOULEVARD, NEWARK, CALIFORNIA 94560
(Address of principal executive offices,
including zip code)
(510) 739-2400
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
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
such filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Based on the average of the closing bid and asked prices of $5.03 on March
27, 1999, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $44,505,480. For purposes of this
computation, voting stock held by directors and executive officers of the
Registrant and stockholders holding 5% or more of the Registrant's
outstanding Common Stock has been excluded. Such exclusion is not intended,
and shall not be deemed, to be an admission that such directors, executive
officers and stockholders are affiliates of the Registrant.
<PAGE>
On March 27, 1999, there were 12,067,627 shares of the Registrant's Common
Stock outstanding.
This Amendment No. 1 on Form 10-K/A amends and restates in their
entirety the following items of Part III of the Annual Report on Form 10-K of
InVision Technologies, Inc. (the "Company") for the fiscal year ended
December 31, 1998 ("Form 10-K") to add information required by Part III Item
10. Directors and Executive Officers of the Registrant; Item 11. Executive
Compensation; Item 12. Security Ownership of Certain Beneficial Owners and
Management; and Item 13. Certain Relationships and Related Transactions.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Company's Form 10-K.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age and other information
with respect to the Company's directors. For information relating to the
executive officers of the Company, see "Executive Officers of the Registrant"
in Part I of the Form 10-K. No family relationship exists between any of the
directors or executive officers of the Company. The information presented
below with respect to each director has been furnished by such director.
DR. GIOVANNI LANZARA, age 59, has served as a Director of the Company since
September 1990 and as Chairman of the Board since March 1994. Since 1978, he
has served as a professor and President of the Transportation Engineering
Department at the University of Aquila, Rome, Italy. Dr. Lanzara has been
President of the International Center for Transportation Studies since 1987.
Dr. Lanzara served as director of Imatron Inc. ("Imatron"), a CT medical
scanner company, from August 1993 to June 1996.
DR. DOUGLAS P. BOYD, age 57, served as a Director of the Company from
September 1990 to December 1992, and since June 1993. Dr. Boyd was a founder
of Imatron in 1981, and has held various positions at Imatron, and currently
serves as its Chairman of the Board and Chief Technology Officer. Dr. Boyd is
an Adjunct Professor of Radiology at the University of California, San
Francisco.
AMBASSADOR MORRIS D. BUSBY, age 61, has served as a Director of the Company
since March 1998 when he was elected by the other directors to fill a
vacancy. Since 1995, Ambassador Busby has served as President of BGI, Inc.,
an international consulting firm. From 1991 to 1994 he was ambassador to the
Republic of Colombia and from 1989 to 1991 he was the United States
Government's U.S. coordinator for counter-terrorism and directed the
international efforts against terrorism during the Persian Gulf War. Prior to
that time, he was Principal Deputy Assistant Secretary of State for
Inter-American Affairs. From 1984 to 1987 he was Deputy Chief of Mission in
Mexico City.
DR. SERGIO MAGISTRI, age 46, has served as President, Chief Executive Officer
and Director of the Company since December 1992. From June 1991 to November
1992, he was a Project Manager with AGIE, Switzerland, a manufacturer of high
precision tooling equipment, responsible for all aspects of a family of new
products for high precision electro-erosion machining with sub-micron
precision. From 1988 to June 1991, Dr. Magistri was a consultant to high
technology companies, including FI.M.A.I. Holding, S.A. As a consultant to
FI.M.A.I., Dr. Magistri was involved in the formation of the Company and the
development of its business plan and of its technology. From 1983 to 1988,
Dr. Magistri held various positions with Imatron, including as an Engineering
Physicist and Manager of Advanced Reconstruction Systems, and Director of
Computer Engineering. Dr. Magistri holds a degree in Electrical Engineering
and a doctorate in Biomedical Engineering from the Swiss Institute of
Technology, Zurich, Switzerland.
DR. BRUNO TREZZA, age 62, has served as a Director of the Company since
November 1993. Since 1974, he has served as a professor of economics at the
University "La Sapienza" in Rome, Italy. From 1980 to 1981, Dr. Trezza served
as an economic advisor to the Italian Prime Minister. From 1974 to 1983, he
served as a member of the Committee for Economic Planning of the Italian
Ministry of Planning. He has served as a director of several private
companies and public institutions in Italy.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934 (the "1934
Act") requires the Company's directors and executive officers, and persons
who own more than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based solely on a review
of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended December 31, 1998, all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with; except that a monthly statement of changes in beneficial
ownership was not filed by Eugenio Rendo, at the time a greater than 10%
beneficial holder, who is no longer required to comply with Section 16(a). In
addition, an annual statement of changes in beneficial ownership was filed
late by Ambassador Morris D. Busby, a director.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table sets forth certain compensation earned by the
Company's Chief Executive Officer and the Company's three other executive
officers whose salary and bonus for the year ended December 31, 1998 exceeded
$100,000 (collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------------
------------------------------ SECURITIES
FISCAL UNDERLYING ALL OTHER
NAME YEAR SALARY BONUS OPTIONS COMPENSATION
- ---- ----- ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
Dr. Sergio Magistri............................... 1998 $225,000 $47,700 -- $3,000(3)
President and Chief Executive Officer 1997 160,000 60,000 98,000 $2,503(3)
1996 136,666 -- -- --
Curtis P. DiSibio................................. 1998 136,917 40,000 -- 3,900(3)
Chief Financial Officer (4) 1997 130,343 90,000 50,000 1,690(3)
1996 111,250 34,750 -- --
David Pillor...................................... 1998 120,833 347,024(2) -- 4,318(3)
1997 110,000 386,646(2) 40,000 412(3)
Senior Vice President, Sales and Marketing 1996 110,000 117,603(2) -- --
Dr. Horst Bruening................................ 1998 141,209 -- -- 24,717(1)
Vice President, Engineering (5)
</TABLE>
(1) Includes relocation expenses of $22,151 and matching contributions by the
Company to Dr. Bruening's account under the 401(k) Plan of $2,566.
(2) Includes commission payments of $347,024 in 1998, $386,646 in 1997 and
$97,603 in 1996.
<PAGE>
(3) Represents matching contributions by the Company to employees' accounts
under the Company's 401(k) Plan.
(4) Mr. DiSibio resigned as Chief Financial Officer on March 19, 1999. Tim
Black, who joined the Company as Chief Operating Officer on November 16,
1998, is serving as Acting Chief Financial Officer.
(5) Dr. Bruening joined the Company as Vice President, Engineering on December
29, 1997 and resigned as an officer on October 5, 1998. He was on leave of
absence through April 5, 1999.
The Company has a policy of granting certain cash incentive awards
to its senior management based upon the achievement of certain performance
goals. The specific performance goals are determined by the Company's Board
of Directors and are designed to fairly reward senior management for
significant positive contributions to the Company.
STOCK OPTION GRANTS AND EXERCISES
The Company grants options to its executive officers under its
Equity Incentive Plan (the "Equity Plan"). As of March 31, 1998, options to
purchase a total of 2,059,398 shares were outstanding under the Equity Plan
and options to purchase 104,186 shares remained available for grant
thereunder. No options were granted to the Named Executive Officers in 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to options
exercised by the Named Executive Officers during 1998, the number of securities
underlying unexercised options held by the Named Executive Officers as of
December 31, 1998 and the value of unexercised in-the-money options as of
December 31, 1998:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES ACQUIRED OPTIONS AT FISCAL YEAR END FISCAL YEAR END (1)
ON VALUE ------------------------------- -------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------------- ------------ ------------ --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Dr. Sergio Magistri. --- --- 270,455 49,000 $ 1,236,452 $ 0
Curtis P. DiSibio... --- --- 90,688 25,000 352,487 0
David Pillor........ --- --- 195,367 20,000 940,420 0
Dr. Horst Bruening.. --- --- --- --- --- ---
</TABLE>
- ------------------------
(1) Based on a per share price of $6.1875, the closing price of the Common
Stock as reported on The Nasdaq Stock Market, minus the exercise price of the
option, multiplied by the number of shares underlying the option.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs.
Magistri, DiSibio, Pillor and Bruening which provide for salaries and other
employment terms. These agreements each provide that if the Company
terminates the employee's employment without cause, the employee is entitled
to a severance payment equal to his annual base salary for six months. All of
the employment agreements are terminable at the will of either the employee
or the Company, with or without cause. In each case, termination by the
employee requires sixty days notice to the Company, which in the case of Mr.
DiSibio was waived. Mr. DiSibio has signed a six-month consulting agreement
with the Company.
COMPENSATION OF DIRECTORS
<PAGE>
Directors receive a $10,000 annual retainer as compensation for
their services as members of the Board. In addition, non-employee directors
are reimbursed for expenses incurred in connection with the performance of
services as directors. Non-employee directors of the Company also receive
$2,000 per day for each day of consulting services rendered to the Company
not in connection with their services as directors.
Aggregate consulting fees earned by directors of the Company were
$205,000 in 1998. Giovanni Lanzara (who earned $82,000) and Bruno Trezza (who
earned $70,000) were the only individual directors who earned consulting fees
in excess of $60,000 in 1998. Ambassador Busby, who became a director in
March 1998, is a controlling shareholder of BGI which provided consulting
services to the Company in 1998 in excess of $60,000. See "Certain
Transactions."
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION *
The Compensation Committee of the Board of Directors (the
"Committee") is composed of two non-employee directors; Drs. Boyd and
Lanzara. During the fiscal year 1998 the Committee did not meet and all
compensation issues were handled by the Board of Directors acting in
accordance with the Committee's charter. All references herein to the
Committee shall refer to the Board of Directors for fiscal year 1998. The
Committee is responsible for setting and administering the policies which
govern annual executive salaries, bonuses (if any) and stock ownership
programs. The Committee annually evaluates the performance, and determines
the compensation, of the Chief Executive Officer ("CEO"), and other executive
officers of the Company based upon a mix of the achievement of the corporate
financial goals, individual performance and comparisons with other technology
companies. The CEO is not present during the discussions of his compensation.
The operation of the Committee is subject to the Bylaws of the
Company, as in effect from time to time, and the Delaware General Corporation
Law. The Committee has the full power and authority to carry out the
following responsibilities:
1. To establish salaries, incentives and other forms of compensation
paid to officers and other employees of the company.
2. To administer various incentive compensation and benefit plans,
including the bonus plan.
3. To perform such other functions and have other powers as may be
necessary or convenient in the efficient discharge of the foregoing.
4. To report to the Board from time to time, or whenever it shall be
called upon to do so.
The policies of the Committee with respect to executive officers,
including the CEO, are to provide compensation sufficient to attract,
motivate and retain executives of outstanding ability and potential and to
establish an appropriate relationship between executive compensation and the
creation of stockholder value. To meet these goals, the Committee has adopted
a mix among the compensation elements of salary, bonus and stock options. The
Committee has determined that the salaries for such officers shall be based
upon a review of salary surveys of other technology companies performed for
the Committee. The Committee may further adjust the salaries of such
executive officers based upon the Company's financial performance during the
past year and upon each officer's performance against established objectives
related to his area of responsibility.
In awarding stock options, the Committee considers a number of
factors, including such executive officer's responsibilities and relative
position in the Company, individual performance of such officer, any changes
in such officer's responsibility and position, such officer's equity interest
in the Company in the form of stock and options held by such individual, the
extent to which existing stock options remain unvested and the total number
of stock options to be awarded. No options were granted in 1998.
Under the Company's executive bonus plan, executive officers may
receive a certain percentage of their base salary in bonus payments, based on
a combination of the Committee's subjective evaluation of the individual's
performance and advice from the Committee's compensation consultant regarding
competitive rates. Further, the Committee seeks to balance the desire for
immediate earnings and the longer term goal of enhancing stockholder value.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
- -------------
* The material in this report is not "soliciting material," is not
deemed "filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or 1934 Act, whether made before or
after the date hereof and irrespective of any general incorporation language
contained in such filing.
<PAGE>
The Committee uses the same procedures described above for the other
executive officers in setting the annual salary, bonus and stock option
awards for the CEO. The CEO's salary is determined based on factors such as
the Company's achievement of corporate goals and comparisons with technology
companies as described above. In awarding stock options, the Committee
considers the CEO's performance, the number of unvested options and the total
number of options to be granted. The CEO's bonus is dependent upon the
Company achieving the performance goals established by the Committee and the
Committee's subjective evaluation of the CEO's performance.
In December 1997, in connection with the Committee's review of Dr.
Magistri's compensation, the Committee reviewed certain performance measures
of the Company, primarily success in achieving profitability for the first
time and increases in stockholder value. In addition, the Committee reviewed
the CEO compensation of other similar sized technology companies. After this
review, the Committee increased Dr. Magistri's base salary from $160,000 to
$220,000 with the potential to receive a scaled bonus of up to $143,000 based
on net profit and order backlog. In February 1999, the Board of Directors
awarded Dr. Magistri a bonus of $115,000 for 1998, the payment of which was
contingent upon the achievement of certain earnings per share in the first
quarter of 1999. The target was met and the bonus was paid in April 1999. No
options were granted in 1998.
FROM THE MEMBERS OF THE BOARD OF DIRECTORS
Dr. Douglas Boyd Dr. Sergio Magistri Dr. Bruno Trezza
Dr. Giovanni Lanzara Admiral Morris D. Busby
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Dr. Boyd and Dr.
Lanzara. The Compensation Committee did not meet during 1998; all
compensation matters were handled by the non-employee members of Board of
Directors, which consisted of Drs. Boyd, Lanzara, Magistri and Trezza, and
Ambassador Busby during such fiscal year. Dr. Magistri was not present during
discussion of his compensation. The foregoing report was prepared by the
Board of Directors at its meeting on February 19, 1999.
- -------------
* The material in this report is not "soliciting material," is not
deemed "filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or 1934 Act, whether made before or
after the date hereof and irrespective of any general incorporation language
contained in such filing.
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON(1)
The following graph shows the total stockholder return of an
investment of $100 in cash on April 23, 1996 (the first trading date after
the Company's Common Stock became registered under Section 12 of the
Securities Exchange Act of 1934, as amended) for (i) the Company's Common
Stock, (ii) the cumulative total return on the Total Return Index for The
Nasdaq Stock Market (U.S. Companies) (the "Nasdaq U.S. Index") and (iii) the
S&P Technology Sector Index. All values assume reinvestment of dividends and
are calculated as of December 31 of each year.
COMPARISON OF THIRTY-TWO MONTH CUMULATIVE TOTAL RETURN ON INVESTMENT(2)
Total Return To Shareholders
<TABLE>
<CAPTION>
ANNUAL RETURN PERCENTAGE
Years Ending
----------------------------------------
Company/Index Dec 96 Dec 97 Dec 98
- -------------------------------------------------------------------------
<S> <C> <C> <C>
INVISION TECHNOLOGIES, INC. 200.00 (53.79) (18.85)
TECHNOLOGY-500 23.33 26.09 72.98
NASDAQ US 8.87 22.65 40.91
</TABLE>
<TABLE>
<CAPTION>
INDEXED RETURNS
Base Years Ending
Period ------------------------------------------
Company/Index 26 Apr 96 Dec 96 Dec 97 Dec 98
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVISION TECHNOLOGIES, INC. 100 300.00 138.64 112.51
TECHNOLOGY-500 100 123.33 155.51 268.99
NASDAQ US 100 108.87 133.52 188.14
</TABLE>
(1) This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the Company
under the 1933 Act or the 1934 Act whether made before or after the date
hereof and irrespective of any general incorporation language in any such
filing.
(2) $100 invested on April 23, 1996 in Stock or Index including reinvestment
of dividends. Fiscal year ending December 31.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 20, 1999 by:
(i) each director; (ii) each of the Named Executive Officers; (iii) all
executive officers and directors of the Company as a group; and (iv) all
those known by the Company to be beneficial owners of more than five percent
of its Common Stock.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED(1)
---------------------
NAME NUMBER PERCENTAGE
---- ---- ----------
<S> <C> <C>
HARAX Holding, S.A.(2)..................................... 2,401,584 19.9%
Dr. Sergio Magistri(3)..................................... 311,213 2.6
Curtis P. DiSibio(4)....................................... 96,938 *
David M. Pillor(5)......................................... 200,367 1.7
Dr. Horst Bruening(6)...................................... 0 0.0
Dr. Douglas P. Boyd(7)..................................... 82,918 *
Morris D. Busby(8)......................................... 9,086 *
Dr. Giovanni Lanzara(9).................................... 468,378 3.9
Dr. Bruno Trezza(10)....................................... 468,651 3.9
All directors and executive officers as a group
(9 persons)(11)....................................... 1,637,551 13.6
</TABLE>
- ---------------
* Less than 1% of the outstanding InVision Common Stock.
1. Applicable percentage of ownership at March 26, 1999 is based upon
12,067,627 shares of InVision Common Stock outstanding. Beneficial
ownership is determined in accordance with the rules of the
<PAGE>
Securities and Exchange Commission and includes sole or shared voting or
investment power with respect to shares shown as beneficially owned.
Shares of InVision Common Stock subject to options currently exercisable
or exercisable within 60 days are deemed outstanding for computing the
percentage ownership of the person holding such options, but are not
deemed outstanding for computing the percentage ownership of any other
person.
2. The business address for the named stockholder is 22, Rue Marie Adelaide,
L-2128, Luxembourg. Arsene Kronshagen is the controlling stockholder of
HARAX and is deemed to beneficially own such shares.
3. Includes 282,705 shares issuable pursuant to options exercisable within 60
days of March 20, 1998.
4. Resigned March 19, 1999. Represents 96,938 shares issuable pursuant to
options exercisable within 60 days of March 20, 1998. Pursuant to the
terms of a six-month consulting agreement entered into by Mr. DiSibio and
the Company, Mr. DiSibio's options will continue to vest during the term of
the agreement.
5. Represents 200,367 shares issuable pursuant to options exercisable within
60 days of March 20, 1998.
6. Resigned as an officer on October 5, 1998. On leave of absence through
April 5, 1999.
7. Includes 78,873 shares issuable pursuant to options exercisable within 60
days of March 20, 1998.
8. Includes 6,586 shares issuable to BGI, Inc. ("BGI") pursuant to vested
options. Admiral Busby is a controlling shareholder of BGI which received
these options as partial payment for services provided by BGI pursuant to
its consulting agreement with the Company Also includes 2,500 shares
issuable pursuant to options exercisable within 60 days of March 20, 1998.
9. Includes 341,886 shares held by PASTEC, Holdings, S.A. Giovanni Lanzara is
the controlling stockholder of PASTEC. Also includes 68,570 shares issuable
pursuant to options exercisable within 60 days of March 20, 1998.
10. Includes 385,474 shares held by HAKON Holdings, S.A. Bruno Trezza is the
controlling stockholder of HAKON. Also includes 83,177 shares issuable
pursuant to options exercisable within 60 days of March 20, 1998.
11. Includes 818,035 shares held by entities affiliated with certain directors
of InVision as described in footnotes 9 and 10 above and 812,930 shares
subject to options exercisable within 60 days of March 20, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS
In August of 1996 the Company entered into a consulting agreement
with BGI, Inc. ("BGI") a Virginia-based international consulting firm engaged
to assist the Company with enhancing its methods, strategies and contacts to
support the marketing of the CTX 5000 Series to the U.S. Government. In March
1998, Ambassador Busby, a controlling shareholder of BGI, was elected to the
Company's Board of Directors. In 1998, the Company paid BGI $240,000 in
consulting fees. BGI also received, in August 1996, an option on 6,586 shares
of the Company's common stock with vesting of these shares based on the
achievement of certain milestones. Based on these milestones the remaining
2,684 shares, not previously vested, vested in 1998.
The Company believes that the foregoing transaction was in its best
interest and was on terms no less favorable to the Company than could be
obtained from unaffiliated third parties.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K/A, Amendment No. 1, to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 30th day of April 1999.
INVISION TECHNOLOGIES, INC.
By: /s/ SERGIO MAGISTRI
-------------------------
Sergio Magistri
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ SERGIO MAGISTRI President, Chief Executive Officer and Director April 30, 1999
- ------------------------------------------- (PRINCIPAL EXECUTIVE OFFICER)
Sergio Magistri
/s/ TIM BLACK Chief Operating Officer and April 30, 1999
- ------------------------------------------- Acting Chief Financial Officer
Tim Black (PRINCIPAL FINANCIAL OFFICER)
/s/ JIM B. ROBBINS Corporate Controller April 30, 1999
- ------------------------------------------- (PRINCIPAL ACCOUNTING OFFICER)
Jim B. Robbins
/s/ GIOVANNI LANZARA Chairman of the Board of Directors April 30, 1999
- -------------------------------------------
Giovanni Lanzara
Director April 30, 1999
- -------------------------------------------
Douglas P. Boyd
/s/ BRUNO TREZZA Director April 30, 1999
- -------------------------------------------
Bruno Trezza
Director April 30, 1999
- -------------------------------------------
Morris D. Busby
</TABLE>
