<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
INTEGRAL VISION, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Integral Vision, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Integral
Vision, Inc., a Michigan corporation, will be held at the corporate offices,
38700 Grand River Avenue, Farmington Hills, Michigan 48335, on Wednesday, May
24, 2000, at 4:00 p.m. local time for the following purposes, all of which are
more completely set forth in the accompanying proxy statement.
1. To elect five Directors; and
2. To transact such other business as may properly come before the meeting.
In accordance with the Bylaws of the Company and a resolution of the Board
of Directors, the record date for the meeting has been fixed at March 24, 2000.
Only Shareholders of record at the close of business on that date will be
entitled to vote at the meeting.
By Order of the Board of Directors
Max A. Coon
Secretary
Farmington Hills, Michigan
April 21, 2000
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE AND SIGN THE ENCLOSED PROXY FORM, INDICATE YOUR
CHOICE WITH RESPECT TO THE MATTERS TO BE VOTED UPON, AND PROMPTLY RETURN YOUR
PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN
ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR
SIGNED PROXY, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY
IN REDUCING THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH
PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE
MEETING.
<PAGE> 3
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Integral Vision, Inc. (the Company) for
use at the Annual Meeting of Shareholders of the Company to be held on May 24,
2000 at 4:00 p.m., or any adjournments thereof. This Proxy Statement is being
mailed on or about April 21, 2000 to all holders of record of common stock of
the Company as of the close of business on March 24, 2000.
PURPOSE OF THE MEETING
The purpose of this Annual Meeting of Shareholders shall be to elect
Directors and to transact such other business as may properly come before the
meeting.
VOTING
Common Stock with no par value is the only voting stock of the Company.
Holders of record at the close of business on March 24, 2000 are entitled to one
(1) vote for each share held. As of March 24, 2000, the Company had 9,024,901
shares outstanding. Holders of stock entitled to vote at the meeting do not have
cumulative voting rights with respect to the election of Directors.
All shares represented by proxies shall be voted "FOR" each of the matters
recommended by management unless the Shareholder, or his duly authorized
representative, specifies otherwise or unless the proxy is revoked. Any
Shareholder who executes the proxy referred to in this statement may revoke it
before it is exercised, provided written notice of such revocation is received
at the office of the Company in Farmington Hills, Michigan at least twenty-four
(24) hours before the commencement of the meeting, or provided the grantor of
the proxy is present at the meeting and, having been recognized by the presiding
officer, announces such revocation in open meeting. All Shareholders are
encouraged to date and sign the enclosed proxy form, indicate your choice with
respect to the matters to be voted upon and return it to the Company.
Directors are elected by plurality vote, meaning that the five persons
receiving the most votes at the meeting, assuming a quorum is present, are
elected as directors of the Company. Most corporate governance actions other
than elections of directors are approved by a majority of the votes cast.
Although state law and the articles of incorporation and bylaws of the Company
are silent on the issue, it is the intent of the Company that proxies received
which contain abstentions or broker non-votes as to any matter will be included
in the calculations as to the presence of a quorum, but will not be counted as
votes cast in such matter in the calculation as to the needed majority vote.
ELECTION OF DIRECTORS
It is the intention of the persons named in the proxy to vote for election
of the following nominees to the Board of Directors to hold office until the
next Annual Meeting or until their successors are elected. In the event any
nominee should be unavailable, which is not anticipated, the shares may, in the
discretion of the proxy holders, be voted for the election of such persons as
the Board of Directors may submit. Directors are elected for a term of one (1)
year and until their successors are elected and qualified. Proxies will be voted
only to the extent of the number of nominees named. Although the Company's Board
of Directors is currently composed of five members, the bylaws of the Company
allow for up to nine directors. In the event qualified individuals are
identified, up to four additional directors could be appointed at a later date
by the Board.
2
<PAGE> 4
The following information is furnished concerning the nominees, all of whom
have been nominated by the Board of Directors and are presently Directors of the
Company.
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
COMPANY AND PRINCIPAL SERVED AS
NAME OCCUPATION AGE DIRECTOR SINCE
---- ------------------------- --- --------------
<S> <C> <C> <C>
Max A. Coon.................... Secretary and Vice Chairman of the Board of 65 1978
Integral Vision, Inc.; President and Chairman of
the Board of Maxco, Inc.
Charles J. Drake............... Chairman of the Board and Chief Executive 59 1978
Officer of Integral Vision, Inc.
Stephan Sharf.................. President of SICA Corp, a Michigan based 79 1986
automotive industry consulting firm
Vincent Shunsky................ Treasurer and acting Chief Financial Officer of 51 1978
Integral Vision, Inc.; Director, Treasurer and
Vice President of Finance of Maxco, Inc.
William B. Wallace............. Senior Managing Director of Equity Partners, 55 1990
Ltd., a Troy, Michigan based private investment
banking firm
</TABLE>
All of the foregoing Directors and nominees have been engaged in the
principal occupation specified for the previous five years with the exception of
the following:
Charles J. Drake resigned his position as President of the Company in
February 1998. He continues to serve as the Chairman and Chief Executive Officer
of the Company as he has since 1978.
Messrs. Coon, Drake and Shunsky are also Directors of Maxco, Inc., the
stock of which is traded on the Nasdaq Stock Market.
During the period ended December 31, 1999, there were a total of nine
meetings of the Board of Directors. Max A. Coon was the only one of the above
nominees who attended fewer than 75% of the meetings held during the period.
The Board of Directors has established a Compensation Committee whose
members are Max A. Coon and Vincent Shunsky. The Compensation Committee is
responsible for establishing compensation for the Company's Chief Executive
Officer, approving executive compensation levels of all other executives and
authorizing the levels and timing of bonus payments. In addition, this committee
is responsible for administering the Company's Stock Option Plans, including
designating the recipients and terms of specific option grants. The Compensation
Committee met two times during the period ended December 31, 1999 to grant
options on 606,000 shares and to establish compensation criteria and levels. The
Audit Committee, whose members are William B. Wallace, Charles J. Drake and
Stephan Sharf, met two times in 1999. The Audit Committee is responsible for
discussing the scope and timing of independent audit work, selecting independent
auditors, discussing problems and experience in completing audit work, reviewing
audited financial statements, discussing findings and recommendations of
independent auditors, monitoring the system of internal control and overseeing
conflict of interest and related party transaction policies. The Company does
not have a standing nominating committee.
DIRECTOR COMPENSATION
Directors who are not officers of the Company receive $200 for each meeting
attended. In addition, Messrs. Sharf and Wallace each have consulting agreements
with the Company pursuant to which they have agreed to provide consulting
services to the Company for so long as they hold office as directors. The
Company paid both Mr. Sharf and Mr. Wallace $9,600 for such consulting services
during the fiscal year.
3
<PAGE> 5
EXECUTIVE OFFICERS
The following table sets forth information concerning the Executive
Officers of the Company.
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
COMPANY AND PRINCIPAL SERVED AS
NAME OCCUPATION AGE OFFICER SINCE
---- ------------------------- --- -------------
<S> <C> <C> <C>
Charles J. Drake............... Chairman of the Board 59 1978
And Chief Executive Officer
of Integral Vision, Inc.
Mark R. Doede.................. President and Chief Operating 42 1989
Officer of Integral Vision, Inc.
Richard R. Current............. Former Executive Vice President of 55 1995
Finance and Director of Integral Vision, Inc.
Lyle D. Harbin................. Former Vice President of Marketing, Welding 66 1985
Products of Integral Vision, Inc.
Arthur D. Harmala.............. Vice President of Marketing, 56 1995
Vision Products of Integral Vision, Inc.
Max A. Coon.................... Secretary and Vice Chairman of the Board of 65 1978
Integral Vision, Inc.; President and Chairman of
the Board of Maxco, Inc.
Vincent Shunsky................ Treasurer, acting Chief Financial Officer and 51 1978
Director of Integral Vision, Inc.; Treasurer,
Vice President of Finance and Director of Maxco,
Inc.
</TABLE>
All of the foregoing officers of the Company have been engaged in the
principal occupations specified above for the previous five years except as
stated above and as follows:
Mark R. Doede was appointed as President and Chief Operating Officer of the
Company in February 1998. Prior to that time, Mr. Doede served as Vice President
and Chief Operating Officer of the Welding Products Division of the Company
since 1996 and served the Company in various other capacities since 1980.
Richard R. Current joined the Company in May 1995 as its Vice President of
Finance. In March 1996, Mr. Current was named a Director of the Company. Mr.
Current resigned his positions with the Company effective November 24, 1999.
Lyle D. Harbin retired from his position with the Company effective April
16, 1999.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors (the "Committee")
consists of Max A. Coon and Vincent Shunsky. Messrs. Coon and Shunsky, although
officers of the Company, are also officers and directors of Maxco, Inc., are
paid by Maxco, Inc. and receive no compensation from the Company. Mr. Charles J.
Drake, the Company's Chief Executive Officer, is a director of Maxco, Inc.
OVERVIEW AND PHILOSOPHY
The Committee is responsible for developing and making recommendations to
the Board with respect to the Company's executive compensation policies. In
addition, the Compensation Committee, pursuant to authority delegated by the
Board, determines on an annual basis the compensation to be paid to the Chief
Executive Officer and each of the other executive officers of the Company.
4
<PAGE> 6
The objectives of the Company's executive compensation program are to:
-- Support the achievement of desired Company performance.
-- Provide compensation that will attract and retain superior talent and
reward performance.
-- Align the executive officers' interests with the success of the Company
by placing a portion of pay at risk, with payout dependent upon
corporate performance, and through the granting of stock options.
The executive compensation program provides an overall level of
compensation opportunity that is competitive with companies of comparable size
and complexity. The Compensation Committee will use its discretion to set
executive compensation where, in its judgment, external, internal or an
individual's circumstances warrant it.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The Company's executive officer compensation program is comprised of base
salary, long-term incentive compensation in the form of stock options, and
various benefits, including medical and deferred compensation plans, generally
available to employees of the Company.
BASE SALARY
Base salary levels for the Company's executive officers are competitively
set relative to other comparable companies. In determining salaries the
Committee also takes into account individual experience and performance.
STOCK OPTION PROGRAM
The stock option program is the Company's long-term incentive plan for
executive officers and key employees. The objectives of the program are to align
executive and shareholder long-term interests by creating a strong and direct
link between executive pay and shareholder return, and to enable executives to
develop and maintain a significant, long-term stock ownership position in the
Company's common stock.
In June 1999, a stock option plan allowing the issuance of options on up to
500,000 shares of the Company's common stock was approved by the Shareholders.
This stock option plan provides for the grant of both options intended to
qualify as "incentive stock options" within the meaning of Section 422A of the
Internal Revenue Code, as amended, and nonstatutory stock options which do not
qualify for such treatment.
The stock option plan authorizes a committee of directors to award
executive and key employee stock options, as well as options to directors and
nonemployees who are in a position to materially benefit the Company. Stock
options are granted at an option price equal to the fair market value of the
Company's common stock on the date of grant, have ten year terms and can have
exercise restrictions established by the committee. Awards are made at a level
calculated to be competitive with companies of comparable size and complexity.
A stock option plan authorizing options on 500,000 shares of common stock
of the Company on substantially the same terms was approved by the Shareholders
in 1995. Shares authorized for issuance under that plan are exhausted, although
in the event options granted under that plan lapse, those shares would again
become available.
DEFERRED COMPENSATION
Effective July 1, 1986, the Company adopted a 401(k) Employee Savings Plan.
The 401(k) is a "cash or deferred" plan under which employees may elect to
contribute a certain portion of their compensation which they would otherwise be
eligible to receive in cash. The Company has agreed to make a matching
contribution of 20% of the employees' contributions of up to 6% of their
compensation. In addition, the Company may make a profit sharing contribution at
the discretion of the Board. All full time employees of the Company who have
completed six months of service are eligible to participate in the plan.
Participants are immediately 100%
5
<PAGE> 7
vested in all contributions. The plan does not contain an established
termination date and it is not anticipated that it will be terminated at any
time in the foreseeable future.
BENEFITS
The Company provides medical benefits to the executive officers that are
generally available to Company employees. In addition, executive officers may be
provided with other benefits, such as life insurance and automobiles. The amount
of perquisites, as determined in accordance with the rules of the Securities and
Exchange Commission relating to executive compensation, did not exceed 10% of
salary for any executive officer for fiscal 1999.
CHIEF EXECUTIVE OFFICER
Charles J. Drake has served as the Company's Chief Executive Officer since
1978. His base salary for the 1999 year was $160,000. No bonus was paid to Mr.
Drake for 1999.
Significant factors in establishing Mr. Drake's compensation were his
strategic and overall management direction of the Company and his position and
long service to the Company.
The Committee believes Mr. Drake's compensation is comparable to that of
chief executive officers of similar companies.
THE COMPENSATION COMMITTEE
Max A. Coon
Vincent Shunsky
6
<PAGE> 8
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and to the other executive officers whose compensation
for the 1999 year exceeded $100,000:
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION COMPENSATION
------------------ -----------------------
ALL OTHER
NAME AND SALARY BONUS OPTIONS COMP(1)
PRINCIPAL POSITION YEAR ($) ($) (#) ($)
------------------ ---- ------ ----- ------- ---------
<S> <C> <C> <C> <C> <C>
Charles J. Drake.............................. 1999 160,000 0 350,000(2) 500
Chief Executive Officer 1998 160,000 0 0 7,308(3)
1997 160,000 0 100,000 7,911(3)
Mark R. Doede................................. 1999 120,000 0 100,000(4) 500
President and 1998 115,962 0 0 520
Chief Operating Officer 1997 105,000 0 15,000 519
Richard R. Current............................ 1999 106,154 0 0 1,237
Former Executive Vice President, 1998 115,000 0 0 1,380
Finance and Operations 1997 115,000 0 10,000 769
Arthur D. Harmala............................. 1999 101,106 0 30,000(5) 1,176
Vice President of Marketing, 1998 93,077 0 0 1,117
Vision Products 1997 90,000 0 15,000 887
</TABLE>
- -------------------------
(1) Unless otherwise indicated, compensation in this category represents the
Company's 20% match of employee deferrals of currently earned income into
the 401(k) Employee Savings Plan.
(2) These options are not exercisable until Integral Vision common stock reaches
certain stated levels, as follows:
<TABLE>
<CAPTION>
STOCK PRICE NUMBER OF SHARES EXERCISABLE
- ----------- ----------------------------
<S> <C> <C>
$ 4..................................................... 100,000
$ 6..................................................... 100,000
$ 8..................................................... 100,000
$10..................................................... 50,000
</TABLE>
(3) Includes premiums of $6,520 and $5,893 paid by the Company on executive term
life insurance in 1998 and 1997, respectively.
(4) 93,896 of these options are not exercisable until December 31, 2000 and the
remaining 6,104 may not be exercised until January 2, 2001.
(5) These options are not exercisable until January 2, 2001.
7
<PAGE> 9
OPTIONS
The following table summarizes option grants during 1999 to the executive
officers named in the Summary Compensation Table above, and the potential
realizable value of such options at assumed rates of appreciation.
OPTION GRANTS DURING 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------- POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION FOR OPTION TERM
OPTIONS GRANTED TO EXERCISE OR -----------------------------------
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ------- ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Charles J. Drake.............. 350,000(1) 57.8% 1.065 10-22-09 249,810 696,286
Mark R. Doede................. 100,000(2) 16.5% 1.065 10-22-09 71,374 198,939
Richard R. Current............ 0
Arthur D. Harmala............. 30,000(3) 5.0% 1.065 10-22-09 21,412 59,681
</TABLE>
- -------------------------
(1) These options are not exercisable until Integral Vision common stock reaches
certain stated levels, as follows:
<TABLE>
<CAPTION>
STOCK PRICE NUMBER OF SHARES EXERCISABLE
----------- ----------------------------
<S> <C>
$ 4................................................... 100,000
$ 6................................................... 100,000
$ 8................................................... 100,000
$10................................................... 50,000
</TABLE>
(2) 93,896 of these options are not exercisable until December 31, 2000 and the
remaining 6,104 may not be exercised until January 2, 2001.
(3) These options are not exercisable until January 2, 2001.
YEAR END OPTION VALUES
The following table summarizes the value of the options held by the
executive officers named in the Summary Compensation Table above as of December
31, 1999. No options were exercised by such persons during 1999.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END AT FY-END
------------------------- -------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
Charles J. Drake................................ 250,000/350,000 $0/371,000
Mark R. Doede................................... 26,000/100,000 $0/106,000
Richard R. Current.............................. 45,000/0 $0/0
Arthur D. Harmala............................... 34,000/30,000 $0/31,800
</TABLE>
TRANSACTIONS WITH MANAGEMENT
Charles J. Drake, the Chairman and CEO of the Company, was indebted to the
Company during 1999, with the largest aggregate amount of such indebtedness
being $378,115. This debt was incurred by Mr. Drake in order to exercise options
to purchase 150,000 shares of the Company's common stock and to satisfy certain
personal obligations and is evidenced by promissory notes bearing interest at
9%. At March 31, 2000, the amount of this indebtedness was $386,623.
8
<PAGE> 10
Mark R. Doede, the President and COO of the Company, was indebted to the
Company during 1999 with the largest aggregate amount of such indebtedness being
$243,498. This debt was incurred by Mr. Doede in order to satisfy certain
personal obligations and is evidenced by a promissory note bearing interest at
9%. At March 31, 2000, the amount of this indebtedness was $248,977.
COMPLIANCE WITH REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and Executive Officers or beneficial owners of over 10% of any class
of the Company's equity securities to file certain reports regarding their
ownership of the Company's securities or any changes in such ownership. During
the year ended December 31, 1999, all of such reports were filed as required.
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return on the
Common Stock of the Company for the last five years with the cumulative total
return on the CRSP Total Return Index for the NASDAQ Stock Market (US
Companies)(1) and the Dow Jones Industrial Technology Index(2) over the same
period, assuming the investment of $100 in the Company's Common Stock, the
NASDAQ Index and the Industrial Technology Index on December 31, 1994, and
reinvestment of all dividends.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
INTEGRAL VISION, NASDAQ STOCK DOW JONES
INC. MARKET (U.S.) ADVANCED
---------------- ------------- INDUSTRIAL
EQUIPMENT
----------
<S> <C> <C> <C> <C>
12/94 100.00 100.00 100.00
12/95 57.27 141.34 139.32
12/96 40.91 173.90 134.56
12/97 39.09 213.07 141.94
12/98 8.18 300.43 130.11
12/99 15.45 555.99 351.04
</TABLE>
<TABLE>
<CAPTION>
12/94 12/95 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C> <C>
Integral Vision, Inc. 100.00 57.27 40.91 39.09 8.18 15.45
NASDAQ Stock Market (U.S.) 100.00 141.34 173.90 213.07 300.43 555.99
Dow Jones Advanced Industrial Equipment 100.00 139.32 134.56 141.94 130.11 351.04
</TABLE>
(1) The CRSP Total Return Index for the NASDAQ Stock Market (US Companies) is
composed of all domestic common shares traded on the NASDAQ National Market
and the NASDAQ Small-Cap Market.
(2) The Dow Jones Industrial Technology Index is composed of companies whose
technology and high-tech products are primarily directed toward industrial
production and/or quality control.
9
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 31, 2000 regarding
the beneficial ownership of the Company's Common Stock by (i) the Principal
Shareholder (Maxco, Inc.), (ii) the only other beneficial owners of more than 5%
of the Company's outstanding stock that are known to the Company, (iii) each of
the Company's Directors, (iv) each of the Company's Executive Officers listed in
the Summary Compensation Table, above, and (v) all Officers and Directors of the
Company as a group.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
SOLE VOTING AND SHARED VOTING AND
INVESTMENT POWER INVESTMENT POWER PERCENT
---------------- ----------------- -------
<S> <C> <C> <C>
Maxco, Inc............................................ 2,390,605(1) 26.49%
1118 Centennial Way
Lansing, MI 48917
State Street Bank and Trust Company................... 1,000,000(2) 9.98%
as Trustee of the Textron Master Trust
One Enterprise Drive
North Quincy, MA 02171
Charles J. Drake...................................... 441,500(3) 4.71%
Max A. Coon........................................... 259,200(4) 2.87%
Richard R. Current.................................... 1,000 3,000 *
Mark R. Doede......................................... 55,136(5) *
Lyle D. Harbin........................................ 180 *
Arthur D. Harmala..................................... 34,000(6) 2000 *
Stephan Sharf......................................... 6,000 *
Vincent Shunsky....................................... 21,183(4) 2,000 *
William B. Wallace.................................... 26,000(7) 3,000 *
All Directors and Officers............................ 838,199(8) 16,000 8.99%
as a Group (9 persons)
</TABLE>
- -------------------------
* Beneficial ownership does not exceed 1%.
(1) Includes Warrants for the purchase of 150,000 shares of Integral Vision
Stock.
(2) Represents warrants for the purchase of Common Stock.
(3) Includes 350,000 shares on which Mr. Drake holds options which he is
eligible to exercise.
(4) Does not include shares of the Company held by Maxco, Inc., of which Mr.
Coon is the President and Chairman of the Board and the owner of 27.1% of
its common stock, or shares of the Company held by the Maxco, Inc. Employee
Profit Sharing Plan of which Messrs. Coon and Shunsky are trustees.
(5) Includes 26,000 shares on which Mr. Doede holds options which he is eligible
to exercise.
(6) Includes 34,000 shares on which Mr. Harmala holds options which he is
eligible to exercise.
(7) Includes 7,000 shares on which Mr. Wallace holds options which he is
eligible to exercise.
(8) Includes 417,000 shares on which four officers or directors hold options
which they are eligible to exercise.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Effective December 15, 1999, the board of directors of the Company, based
on the recommendation of the Audit Committee, determined that the firm of Ernst
& Young LLP (E&Y) would not be reappointed, and approved the engagement of Moore
Stephens Doeren Mayhew as its independent auditors for the year ended December
31, 1999. A representative of Moore Stephens Doeren Mayhew is expected to be
present at the
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<PAGE> 12
Annual Meeting of Shareholders, will be available to respond to appropriate
questions, and will have the opportunity to make a statement if he desires to do
so.
The reports of E&Y on the Company's financial statements for the past two
fiscal years did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except the reports of E&Y with respect to those financial statements
were modified for going-concern uncertainty.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended December 31, 1998, and in the subsequent
interim period, there were no disagreements with E&Y on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of E&Y, would
have caused E&Y to make reference to the matter in its report.
The Company periodically evaluates its external audit requirements. The
Audit Committee of the Board of Directors will make a decision as to the
selection of external auditors for the year ending December 31, 2000 based on
cost, response time and quality of services available.
SHAREHOLDER PROPOSALS
Any proposals which Shareholders of the Company intend to present at the
next annual meeting of the Company must be received at the Company by December
20, 2000, for inclusion in the Company's proxy statement and proxy form for that
meeting. Where a Shareholder making a proposal does not choose to seek to have
such proposal included in the Company's proxy materials, such proposal will not
be considered timely for submission at the next Annual Meeting unless it is
received by the Company by March 5, 2001, and in such case, the Company's proxy
will provide the management proxies with discretionary authority to vote on such
proposal without any discussion of the matter in the proxy statement. Proposals
should be directed to the attention of Investor Relations at the offices of the
Company, 38700 Grand River Avenue, Farmington Hills, Michigan 48335.
OTHER BUSINESS
The management knows of no other matters that will come before the meeting.
However, if other matters do come before the meeting, the proxy holders will
vote in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by use of the mails, officers and regular employees of
the Company may solicit proxies by telephone or in person.
By Order of the Board of Directors
Max A. Coon
Secretary
11
<PAGE> 13
INTEGRAL VISION, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 2000.
The undersigned hereby constitutes and appoints Max A. Coon and Charles J.
Drake, and each or any of them, attorney and proxy for and in the names and
stead of the undersigned, to vote all stock of Integral Vision, Inc. (Integral
Vision) on all matters unless the contrary is indicated herein at the Annual
Meeting of Shareholders to be held at the corporate offices, 38700 Grand River
Avenue, Farmington Hills, Michigan on May 24, 2000, at 4:00 p.m. local time or
at any adjournments thereof, according to the number of votes that the
undersigned could vote if personally present at said meeting. The undersigned
directs that this proxy be voted as follows on the reverse side.
This proxy, when properly executed will be voted in the manner directed herein
by the undersigned Shareholder. If no direction is made, this proxy will be
voted FOR Proposal 1.
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PLEASE MARK, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
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Please sign exactly as your name(s) appear(s) on the reverse side. When shares
are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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<PAGE> 14
1. ELECTION OF DIRECTORS FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT
M. Coon V. Shunsky -------- ----- -------
C. Drake W. Wallace
S. Sharf
INSTRUCTION: To WITHHOLD AUTHORITY to vote for any individual nominee, mark
the "For All Except" box and strike a line through the Name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. In their discretion, the Proxies are authorized to vote upon such other
business as may come before the meeting.
Mark box at right if an address change or comment has been noted on the
reverse side of this card.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. DATED: , 2000
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Shareholder sign here Co-owner sign here
