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<TITLE>sv8</TITLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>


<P align="center" style="font-size: 10pt"><HR size="1" noshade width="20%" align="center">


<P align="center" style="font-size: 18pt"><B>FORM S-8</B>

<DIV align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT<br>
Under<br>
THE SECURITIES ACT OF 1933</B><br><br>
<HR size="1" noshade width="20%" align="center"></DIV>


<P align="center" style="font-size: 24pt"><B>INTEGRAL VISION, INC.</B>


<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">Michigan<BR>
(State of Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">38-2191935<BR>
(IRS Employer I.D. Number)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">38700 Grand River Avenue<BR>
Farmington Hills, MI 48335<BR>
(Address of Principal Executive Office)



<P align="center" style="font-size: 10pt"><B>INTEGRAL VISION, INC. 1999 EMPLOYEE STOCK OPTION PLAN</B><BR>
and<BR>
<B>2002 CEO COMPENSATION AGREEMENT</B><BR>
(Full Title of Plan)


<P align="center" style="font-size: 10pt">Mark R. Doede<BR>
President<BR>
Integral Vision, Inc.<BR>
38700 Grand River Avenue<BR>
Farmington Hills, MI 48335<BR>
(248)&nbsp;471-2660<BR>
(Name, Address and Telephone Number of Agent for Service)


<P align="center" style="font-size: 10pt">Copies to:<BR>
Josephine L. Cameron<BR>
WARREN CAMERON ASCIUTTO &#038; BLACKMER, P.C.<BR>
P.O. Box 26067<BR>
Lansing, Michigan 48909<BR>
(517)&nbsp;349-8600


<P align="center" style="font-size: 10pt">CALCULATION OF REGISTRATION FEE

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Title of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>to be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
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<TR valign="bottom">
    <TD><DIV style="margin-left:0px; text-indent:-0px">Integral Vision,
Inc. Common Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">900,000 Shares</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2.11</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,899,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">240.60</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Represents the last price for the Company&#146;s Common Stock on March&nbsp;9, 2004
as reported by the Over-the-Counter Bulletin Board, pursuant to Rule
457(c).</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">REOFFER<BR> PROSPECTUS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">AVAILABLE INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">INFORMATION INCORPORATED BY REFERENCE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">PROSPECTUS SUMMARY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">USE OF PROCEEDS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">SELLING SHAREHOLDERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">DESCRIPTION OF CAPITAL STOCK</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">PLAN OF DISTRIBUTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#010">Item&nbsp;3. Incorporation of Documents by Reference.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#011">Item&nbsp;5. Interests of Named Experts and Counsel.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#012">Item&nbsp;6. Indemnification of Directors and Officers.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#013">Item&nbsp;7. Exemption From Registration Claimed.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#014">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#015">Item&nbsp;9. Undertakings .</A></TD></TR>
<TR><TD colspan="9"><A HREF="#016">POWER OF ATTORNEY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#017">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#018">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="k83714exv5.htm">Opinion of Warren Cameron Asciutto & Blackmer, PC</A></TD></TR>
<TR><TD colspan="9"><A HREF="k83714exv23w2.htm">Consent of Independent Accountants</A></TD></TR>
</TABLE>
</CENTER>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<!-- link1 "REOFFER<BR> PROSPECTUS" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="center" style="font-size: 10pt"><B>REOFFER<BR>
PROSPECTUS</B>



<P align="center" style="font-size: 10pt"><B>755,000 SHARES<BR>
INTEGRAL VISION, INC.<BR>
COMMON STOCK</B>



<P align="left" style="margin-left:1%; font-size: 10pt">The shares registered hereby will be offered on behalf of the Selling
Shareholders. See &#147;Selling Shareholders&#148;.



<P align="left" style="margin-left:1%; font-size: 10pt"><B>Neither The Securities And Exchange Commission Nor Any State Securities
Commission Has Approved or Disapproved of These Securities or Determined If
this Prospectus Is Truthful or Complete. Any Representation to the Contrary Is
a Criminal Offense.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Securities registered hereby will be traded by the Selling
Shareholders from time to time in ordinary market transactions at the then
prevailing market prices. Commissions payable on such transactions will be
paid by the Selling Shareholders, with the balance of the sale price
representing the proceeds to the Selling Shareholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Integral Vision, Inc. Common Stock is traded in the over-the-counter
market. On March&nbsp;9, 2004, the closing bid price, as reported by the
Over-the-Counter Bulletin Board (Symbol: INVI) was $2.11 per share.


<P align="center" style="font-size: 10pt"><B>See &#147;Risk Factors&#148; beginning on page 3.</B>



<P align="left" style="font-size: 10pt">March&nbsp;11, 2004



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "AVAILABLE INFORMATION" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>AVAILABLE INFORMATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Integral Vision, Inc. (&#147;Integral Vision&#148; or the &#147;Company&#148;) is subject to
the informational requirements of the Securities and Exchange Act of 1934 (the
&#147;1934 Act&#148;) and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
&#147;Commission&#148;). Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room maintained by the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. Information may be obtained
on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, the Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including the Company,
at&nbsp;http://www.sec.gov. Information may also be obtained from Integral Vision&#146;s website at
http://www.iv-usa.com.

<!-- link1 "INFORMATION INCORPORATED BY REFERENCE" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INFORMATION INCORPORATED BY REFERENCE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Commission pursuant to the Securities Act of
1933 and the 1934 Act:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">A.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Annual Report on Form 10-K for the year ended
December&nbsp;31, 2002;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">B.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s quarterly reports on Form 10-Q for the quarters ended
March&nbsp;31, 2003, June&nbsp;30, 2003 and September&nbsp;30, 2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">C.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s proxy statement related to its annual meeting of
shareholders held May&nbsp;28, 2003; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">D.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to termination of
the offering.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will provide without charge to each person to whom the
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents which are incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Integral Vision, Inc., Attn: Investor Relations, 38700 Grand River Avenue,
Farmington Hills, Michigan 48335, telephone: (248)&nbsp;471-2660.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create an implication
that there has been no change in the affairs of the Company since the date
hereof. This Prospectus does not constitute an offer or solicitation by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such an offer or solicitation.


<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "PROSPECTUS SUMMARY" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PROSPECTUS SUMMARY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.</I>


<P align="center" style="font-size: 10pt"><B>The Company</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Integral Vision, Inc. supplies microprocessor-based inspection systems for
use in industrial manufacturing environments. The principle application for
the Company&#146;s products is optical inspection systems (&#147;machine vision
products&#148;). The address of the Company&#146;s executive offices is 38700 Grand
River Avenue, Farmington Hills, MI 48335. Its telephone number is
248-471-2660.


<P align="center" style="font-size: 10pt"><B>The Offering</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="24%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Securities Offered
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top">Integral Vision, Inc. Common Stock
</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Size of Offering
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top">755,000 shares
</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Distribution
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top">The shares registered hereby will be offered by the
Selling Shareholders in market transactions at then prevailing
market prices.
</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common Stock Outstanding</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">as of March&nbsp;10, 2004
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD valign="top">9,429,901</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Use of Proceeds
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top">The Company will receive no proceeds
from the offering, as all shares offered hereby are offered on
behalf of the Selling Shareholders.
</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">OTCBB Stock Market Symbol
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" valign="top">INVI
</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>The Selling Shareholders</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Shareholders are officers and directors of the Company who
have been granted stock options under the Company&#146;s 1999 Stock Option Plan and
CEO Compensation Plan.


<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "RISK FACTORS" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="center" style="font-size: 10pt"><B>RISK FACTORS</B>


<P align="left" style="font-size: 10pt"><I>The Common Stock offered hereby involves a high degree of risk. In addition to
the other information in this Prospectus, the following factors should be
considered carefully in evaluating the Company and its business before making
an investment in the shares of Common Stock offered hereby.</I>


<P align="left" style="font-size: 10pt"><I>Lack of Profitable Operations in Recent Periods</I>. During the years ended
December&nbsp;31, 2002, 2001 and 2000, the Company incurred losses from operations
of $2.2&nbsp;million, $8.1&nbsp;million and 7.1&nbsp;million, respectively. Losses through
the first three quarters of 2003 were $1.4&nbsp;million. Although management of the
Company believes that revenues from operations and additional funds it may
raise through offerings of its equities will be adequate to permit it to meet
its obligation, there can be no assurance that such plans will be successful or
that the Company will be able to continue as a going concern.


<P align="left" style="font-size: 10pt"><I>New Products/Rapid Technological Change. </I>The markets in which the Company
competes are characterized by rapid technological change. The Company&#146;s
continued success will depend in large part upon its ability to develop and
successfully introduce new products and product enhancements. The Company has
devoted and will continue to devote substantial resources to research and
development. There can be no assurance that the Company will be able to
successfully develop, introduce and market new products or enhancements, or
that new products or enhancements will meet the requirements of the marketplace
or achieve market acceptance. If the Company is unable to develop and
introduce new products or enhancements in a timely manner in response to
changing market conditions or customer requirements, the Company&#146;s results of
operations will be materially and adversely affected. In addition,
technological developments have resulted and may continue to result in the
obsolescence of components and subassemblies the Company holds as inventory.


<P align="left" style="font-size: 10pt"><I>Competition. </I>The markets for microprocessor-based manufacturing control and
inspection equipment are highly competitive. For optical inspection, the
Company&#146;s primary competitors are Westar Display Technologies, Inc. and
Displaycheck. The Company believes the principal competitive factors for
optical inspection are quality, price, cycle times, and features. While the
Company believes it currently competes favorably with respect to the above
factors, there can be no assurance that it will be able to continue to do so or
that competition will not have a material adverse effect on the Company&#146;s
results of operations and financial condition. While the Company may face
competition from additional sources in all aspects of its business, the Company
believes that competition in the optical inspection of small flat panel
displays industry in particular may intensify, and that companies with
significantly greater technical, financial and marketing resources than the
Company may enter its markets.


<P align="left" style="font-size: 10pt"><I>Importance of Proprietary Rights. </I>The Company&#146;s continued success depends in
significant part upon the protection of the proprietary status of its
technology. The Company relies on a combination of patents, confidentiality
agreements and trade secrets to protect its proprietary technologies. There
can be no assurance that these measures will be adequate to meaningfully
protect its intellectual property or that others will not independently develop
substantially equivalent technology and techniques or otherwise gain access to
the Company&#146;s trade secrets. In addition, litigation may be necessary to
protect the Company&#146;s intellectual property rights, to determine the validity
and scope of the proprietary rights of others or to defend against claims of
infringement. Adverse findings in such proceedings could subject the Company
to liability to third parties, require the Company to seek licenses from third
parties, or otherwise adversely affect the Company&#146;s ability to manufacture and
sell affected products. In addition, there can be no assurance that foreign
intellectual property laws will protect the Company&#146;s patents and other
intellectual property rights to the same extent as the laws of the United
States.


<P align="left" style="font-size: 10pt"><I>Substantial Non-U.S. Operations. </I>Products sold for ultimate delivery to
non-U.S. end-users (&#147;non-U.S. sales&#148;) accounted for 13%, 60% and 46% of the
Company&#146;s net sales in 2003, 2002 and 2001, respectively. The Company expects
that such sales will continue to represent a significant percentage of its net
sales. Non-U.S. sales involve a number of risks, including fluctuations in
exchange rates, changes in trade policies, tariff regulations and changes in
governments. Most of the Company&#146;s international sales are denominated in U.S.
dollars. For certain non-U.S. sales, the Company markets and sells its
products through independent sales representatives in Western Europe and Asia.
The loss of a key foreign sales agent or OEM could have a material adverse
effect on the Company&#146;s non-U.S. sales, and accordingly, the Company&#146;s results
of operations.


<P align="left" style="font-size: 10pt"><I>Ability to Manage Growth. </I>As part of its business strategy, management intends
to pursue rapid growth. This growth strategy will require expanded customer
services and support, increased personnel throughout the Company, expanded
operational and financial systems and the implementation of additional control
procedures. There is no assurance that the Company will be able to attract
qualified personnel or successfully manage expanded operations. Failure to
manage growth effectively could adversely affect the Company&#146;s financial
condition and results of operations.


<P align="left" style="font-size: 10pt"><I>Dependence Upon Key Personnel. </I>The continued success of the Company is
dependent in large part on certain key management and technical personnel, the
loss of one or more of whom could adversely affect the Company&#146;s business. In



<P align="center" style="font-size: 10pt">3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">particular, the Company relies upon the services and expertise of its CEO,
Charles J. Drake, its President Mark R. Doede, and its product development and
engineering staff. The Company maintains a key man life insurance policy on
Mr.&nbsp;Drake in the amount of $1.0&nbsp;million. Management believes that its future
success will depend significantly upon its ability to attract, retain and
motivate skilled technical, sales and management employees. There can be no
assurance that the Company will be able to attract and retain qualified
personnel.


<P align="left" style="font-size: 10pt"><I>Quarterly Fluctuations. </I>The Company&#146;s revenues and operating results have
varied substantially from quarter to quarter and management believes these
fluctuations may continue. The Company&#146;s reliance on large orders has
contributed to the variability of the Company&#146;s operating results.


<P align="left" style="font-size: 10pt"><I>Stock Price Volatility. </I>The market for securities of small
market-capitalization companies has been highly volatile in recent years, often
for reasons unrelated to a company&#146;s results of operations. The Company
believes that factors such as quarterly fluctuations in financial results,
changes in the display industry, sales of common stock by existing shareholders
and substantial product orders may contribute to the volatility of the price of
the Company&#146;s common stock. General economic trends such as recessionary
cycles and changing interest rates may also adversely affect the market price
of the Company&#146;s Common Stock.


<!-- link1 "USE OF PROCEEDS" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="center" style="font-size: 10pt"><B>USE OF PROCEEDS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will not receive any proceeds from the sale of the Common
Stock by the Selling Shareholders pursuant to this offering.

<!-- link1 "SELLING SHAREHOLDERS" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SELLING SHAREHOLDERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Shareholders are officers and directors of the Company who
have been granted stock options to purchase common stock of the Company under
the Company&#146;s 1999 Stock Option Plan and its CEO who received stock pursuant to
the CEO Compensation Plan. The following table sets forth, for each of the
Selling Shareholders, the number of shares currently held, the shares offered,
and the amount of shares to be owned after completion on the offering.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="26%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Shares to be Owned Following</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Currently</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Offering</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Position</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Offered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">CEO, Chairman of</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">the Board of</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Charles J. Drake</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Directors</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">2,341,125</TD>
    <TD nowrap>(1)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">400,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1,941,125</TD>
    <TD nowrap>(1)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">16.6</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Mark R. Doede</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">337,000</TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">317,000</TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">3.3</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em; background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President of</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Marketing, Vision</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Arthur D. Harmala</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Products</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">195,000</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">85,000</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Technical</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Andrew Blowers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Officer</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">144,162</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">49,162</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em; background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President of</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Mark A. Michniewicz</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Engineering</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">135,100</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">130,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">5,100</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap >*</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>less than 1%</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes warrants for the purchase of 1,890,000 shares of Integral Vision
Common Stock.</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 308,000 shares currently, and 288,000 shares following this
offering, on which Mr.&nbsp;Doede holds options which he is eligible to
exercise.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 193,000 shares currently, and 83,000 shares following this
offering, on which Mr.&nbsp;Harmala holds options which he is eligible to
exercise.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 140,000 shares currently, and 45,000 shares following this
offering, on which Mr.&nbsp;Blowers holds options which he is eligible to
exercise.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 135,000 shares currently, and 5,000 shares following this
offering, on which Mr.&nbsp;Michniewicz holds options which he is eligible to
exercise.</TD>
</TR>

</TABLE>
<!-- link1 "DESCRIPTION OF CAPITAL STOCK" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="center" style="font-size: 10pt"><B>DESCRIPTION OF CAPITAL STOCK</B>



<P align="left" style="font-size: 10pt"><I>The following description does not purport to be complete and is qualified in
its entirety by this reference to the Company&#146;s Articles of Incorporation, a
copy of which is an exhibit to the Registration Statement of which this
Prospectus is a part.</I>


<P align="left" style="font-size: 10pt"><B>Common Stock</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is authorized to issue 25,000,000 shares of Common Stock,
without par value, stated value $0.20 per share. As of March&nbsp;10, 2004, there
were 9,429,901 shares of Common Stock outstanding. Except for 400,000 of the
shares of stock offered by Charles J. Drake, which are currently outstanding,
none of the shares offered has been issued and will not be issued until each
Selling Shareholder chooses to exercise his option. Once such shares have been
issued upon exercise of the options, completion of this offering will have no
effect on the number of shares of Common Stock outstanding. All issued and
outstanding shares of Common Stock are validly issued, fully paid and
non-assessable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each share of Common Stock of the Company entitles the holder thereof to
one vote. Shareholders do not have cumulative voting rights in the election of
directors. In the event of liquidation, holders of Common Stock will be
entitled to receive any assets distributable to Shareholders, on a pro rata
basis, in respect of shares held by them.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of Common Stock of the Company do not have any preemptive right to
subscribe to any additional securities which may be issued by the Company.
Holders of Common Stock are entitled to receive such dividends out of funds
legally available therefore at such time and in such amounts as the Board of
Directors may from time to time determine.


<P align="left" style="font-size: 10pt"><B>Preferred Stock</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is authorized to issue 400,000 shares of Preferred Stock. The
Board of Directors is authorized to issue such Preferred Stock in classes or
series and to fix the designations, preferences, qualifications, limitations or
restrictions of any class or series with respect to the rate and nature of
dividends, the price and terms and conditions on which shares may be redeemed,
the amount payable in the event of voluntary or involuntary liquidation, the
terms and conditions for conversion or exchange into any other class or series
or stock, voting rights and other terms. Any preferred stock so issued could
dilute the voting power and equity of the holders of the Common Stock by, for
example, reducing the amount of funds otherwise available for payment to
holders of the Common Stock, either upon liquidation of the Company or as
dividends, restricting the payment of dividends to holders of Common Stock, and
diluting the voting power of the holders of the Common Stock. No shares of
Preferred Stock are presently outstanding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One of the effects of the existence of unissued and unreserved shares of
capital stock may be to enable the Board of Directors to render more difficult
or discourage an attempt to obtain control of the Company by means of a merger,
tender offer, proxy contest or otherwise, and thereby to protect the continuity
of the Company&#146;s management. If, for example, in the due exercise of its
fiduciary obligations the Board of Directors were to determine that a takeover
proposal is not in the Company&#146;s best interest, such shares could be issued by
the Board of Directors without shareholder approval in one or more private
placements or other transactions that might prevent or render more difficult or
costly the completion of the takeover by creating a substantial voting block in
institutional or other hands that might undertake to support the position of
the incumbent Board of Directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.


<P align="left" style="font-size: 10pt"><B>Anti-Takeover Statutes</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chapter&nbsp;7A of the Michigan Business Corporation Act (the &#147;MBCA&#148;) provides
that business combinations between a Michigan corporation and a beneficial
owner of 10% of more of the voting power of such corporation generally require
the approval of 90% of the votes of each class of stock entitled to be cast,
and not less than 2/3 of the votes of each class of stock entitled to be cast
other than voting shares owned by such an affiliate or 10% owner. Such
requirements will not apply if (i)


<P align="center" style="font-size: 10pt">5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">the corporation&#146;s board of directors
approves the transaction prior to the time the 10% owner becomes such or (ii)
the transaction satisfies certain fairness standards, certain other conditions
are met and the 10% owner has been such for at least five years. Currently,
the Company is not subject to Chapter&nbsp;7A pursuant to a provision exempting a
corporation which had an interested shareholder on the effective date of the
Act. The Company&#146;s Board may, by resolution and without a shareholder vote,
cause the Company to become subject to chapter 7A. However, the Company has no
present intention to elect to become subject to Chapter&nbsp;7A.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chapter&nbsp;7B of the MBCA provides that &#147;control shares&#148; of a corporation
acquired in a control share acquisition have no voting rights except as granted
by the shareholders of the corporation. &#147;Control shares&#148; are shares which,
when added to shares previously owned by a shareholder, increase such
shareholder&#146;s ownership of voting stock to more than 20% but less than 33 1/3
%, more than 33 1/3% but less than a majority, or more than a majority of the
outstanding voting power of the corporation. A control share acquisition must
be approved by a majority of the votes cast by holders of shares entitled to
vote excluding shares owned by the acquirer and certain officers and directors.
However, no such approval is required for gifts or other transactions not
involving consideration, or a merger to which the corporation is a party, or
certain other transactions described in Chapter&nbsp;7B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If a corporation&#146;s articles of incorporation or bylaws so provide before a
control share acquisition has occurred, control shares acquired in a control
share acquisition with respect to which no acquiring person statement has been
filed may be redeemed at &#147;fair value&#148; by the corporation at any time during the
period ending 60&nbsp;days after the last control share acquisition. In addition,
if, prior to a control share acquisition, a corporation&#146;s articles of
incorporation or bylaws so provide, control shares may be redeemed at &#147;fair
value&#148; after an acquiring person statement has been filed and after the meeting
at which the voting rights of the control shares are submitted to shareholders
if the control shares are not accorded full voting rights. Unless otherwise
provided in a corporation&#146;s articles of incorporation or bylaws, in the event
that control shares acquired in a control share acquisition are accorded full
voting rights and the acquiring person has acquired a majority of all voting
power of the corporation, the shareholders of the corporation, other than the
acquiring person, have dissenters&#146; rights. &#147;Fair value&#148; means a value not less
than the highest price paid per share by the acquiring person in the control
share acquisition. The Articles of Incorporation and Bylaws of the Company
currently contain no provisions with respect to control shares. However, the
Company&#146;s Board may, by resolution and without a shareholder vote, amend the
Bylaws.


<P align="left" style="font-size: 10pt"><B>Transfer Agent and Registrar</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Transfer Agent and Registrar for the Common Stock of the Company is
Registrar and Transfer Company, Cranford, NJ.

<!-- link1 "PLAN OF DISTRIBUTION" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PLAN OF DISTRIBUTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Common Stock registered hereby will be offered, either all at one time
or from time to time, in ordinary market transactions at the then current
market price(s).


<P align="center" style="font-size: 10pt">6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference." -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;3. Incorporation of Documents by Reference.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company hereby incorporates by reference in this
Registration Statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Annual Report on Form 10-K for the year ended December
31, 2002;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Quarterly Report on Form 10-Q for the quarter
ended March&nbsp;31, 2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Quarterly Report on Form 10-Q for the quarter
ended June&nbsp;30, 2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Quarterly Report on Form, 10-Q for the quarter
ended September&nbsp;30, 2003; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s securities included in
its registration statement pursuant to Section 12(g) of the
Exchange Act, SEC File No.&nbsp;0-12728, as amended by the
Company&#146;s registration statement on Form S-3, dated May&nbsp;24,
1994, Registration No.&nbsp;33-77346.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All periodic reports or proxy materials filed by the Company pursuant to
section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
prospectus and shall be a part thereof from the date of filing of such
documents.

<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel." -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;5. Interests of Named Experts and Counsel.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The legality of the issuance of the Common Stock to be sold by the Company
and certain other legal matters pertaining to the issuance and sale of the
stock by the Company will be passed on by Warren Cameron Asciutto &#38; Blackmer, P.C., Lansing, Michigan, the general counsel of the Company.

<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers." -->
<DIV align="left"><A NAME="012"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;6. Indemnification of Directors and Officers.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Bylaws of the Registrant provide that the Registrant may indemnify any
and all of its directors and officers, former directors and officers, and the
current and former directors or officers of another corporation, partnership,
joint venture, trust or other enterprise in which they are or were serving at
the request of the Registrant, to the full extent of Michigan law, including
against any and all expenses, including legal fees, actually and reasonably
incurred by such directors or officers or former directors or officers in
connection with such action, in which they, or any of them, are made parties or
a party, by reason of being or having been directors or officers of the
Registrant, or of such other entity, if they acted in good faith and in a
manner they reasonably believed to be in the best interest of the Registrant,
and had no reason to believe their conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With respect to actions or suits by or in the name of the Registrant to
procure a judgment in its favor, no indemnification shall be made in respect of
any claim, issue or matter as to which such director or officer shall have been
adjudged to be liable for negligence or misconduct in the performance of its
duty to the Registrant, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Articles of Incorporation of the Registrant provide that, to the full
extent that the laws of the State of Michigan permit the limitation or
elimination of the liability of directors or officers, no director or officer
of the corporation shall be personally liable to the corporation or its
stockholders for damages for breach of any duty owed to the corporation or its
stockholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Michigan law allows the elimination of a director&#146;s personal liability to
the corporation or its shareholders for monetary damages for a breach of the
director&#146;s fiduciary duty. However, a director&#146;s liability may not be
eliminated or limited for: i) a breach of the director&#146;s duty of loyalty to
the corporation or its shareholders, ii) acts or omissions not in good faith
or


<P align="center" style="font-size: 10pt">7
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">that involve intentional misconduct or knowing violation of law, iii)
violations of acts specifically enumerated in the statute, or iv) transactions
from which the director derived an improper personal benefit.


<!-- link2 "Item&nbsp;7. Exemption From Registration Claimed." -->
<DIV align="left"><A NAME="013"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;7. Exemption From Registration Claimed.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The securities to be reoffered or resold pursuant to this registration
statement were issued (or will be issued in the case of the shares to be issued
upon exercise of stock options) in reliance on the exemption from registration
provided by Section&nbsp;4(2) of the Securities Act of 1933 for transactions by an
issuer not involving a public offering. The securities were, or in the case of
the stock options will be, issued by the Registrant to its officers or
directors pursuant to the Registrant&#146;s employee benefit plans.

<!-- link2 "Item&nbsp;8. Exhibits" -->
<DIV align="left"><A NAME="014"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;8. Exhibits


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="12%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="83%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Document</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Warren Cameron Asciutto &#038; Blackmer, P.C.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Warren Cameron Asciutto &#038; Blackmer, P.C.
(Included in Exhibit&nbsp;5)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Accountants</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (Included on Signature Page)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<!-- link2 "Item&nbsp;9. Undertakings ." -->
<DIV align="left"><A NAME="015"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;9. Undertakings.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned Registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ii) That for purposes 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;iii) 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant&#146;s annual report pursuant to section 13(a) or section 15(d) of the
Securities 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The undersigned Registrant hereby undertakes to transmit or cause to
be transmitted to all employees participating in the Plan who do not otherwise
receive such material as shareholders of the registrant, at the time and in the
manner such material is sent to its shareholders, copies of all reports, proxy
statements and other communications distributed to its shareholders generally.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has


<P align="center" style="font-size: 10pt">8
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 act and
will be governed by the final adjudication of such issue.



<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link1 "POWER OF ATTORNEY" -->
<DIV align="left"><A NAME="016"></A></DIV>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below hereby appoints Charles J.
Drake, Chairman, and Mark R. Doede, President, his true and lawful
attorney-in-fact with authority together or individually to execute and to file
with the Securities and Exchange Commission, any amendments to this
Registration Statement on Form S-8, together with any exhibits and other
documents.

<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="017"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Farmington Hills, State of Michigan, on this 10th
day of March, 2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">INTEGRAL VISION, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2"  style="border-bottom: 1px solid #000000">/s/ Mark R. Doede</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">&nbsp;&nbsp;&nbsp;&nbsp;Mark R. Doede, President and Treasurer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">&nbsp;&nbsp;&nbsp;&nbsp;(Chief Financial Officer)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="51%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <u>Charles J. Drake&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Dated: <u>March&nbsp;10, 2004&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Charles J. Drake, Chairman of the Board (Principal Executive Officer)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <u>Max A. Coon&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Dated: <u>March&nbsp;10, 2004&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Max A. Coon, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <u>Samuel O. Mallory&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Dated: <u>March&nbsp;10, 2004&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Samuel O. Mallory, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <u>Vincent Shunsky&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Dated: <u>March&nbsp;10, 2004&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Vincent Shunsky, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <u>William B. Wallace&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Dated: <u>March&nbsp;10, 2004&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">William B. Wallace, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">10
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="018"></A></DIV>

<P align="center" style="font-size: 10pt">EXHIBIT INDEX


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="12%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="83%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Document</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Warren Cameron Asciutto &#038; Blackmer, P.C.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Warren Cameron Asciutto &#038; Blackmer, P.C.
(Included in Exhibit&nbsp;5)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Accountants</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (Included on Signature Page)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">11
</DIV>

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sv8
Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTEGRAL VISION, INC.
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State of Incorporation)
38-2191935
(IRS Employer I.D. Number)
38700 Grand River Avenue
Farmington Hills, MI 48335
(Address of Principal Executive Office)
INTEGRAL VISION, INC. 1999 EMPLOYEE STOCK OPTION PLAN
and
2002 CEO COMPENSATION AGREEMENT
(Full Title of Plan)
Mark R. Doede
President
Integral Vision, Inc.
38700 Grand River Avenue
Farmington Hills, MI 48335
(248) 471-2660
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Josephine L. Cameron
WARREN CAMERON ASCIUTTO & BLACKMER, P.C.
P.O. Box 26067
Lansing, Michigan 48909
(517) 349-8600
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed maximum
Title of Securities
Amount to be
Offering Price Per
Aggregate Offering
Amount of
to be Registered
Registered
Share (1)
Price
Registration Fee
Integral Vision,
Inc. Common Stock
900,000 Shares
$
2.11
$
1,899,000
$
240.60
(1)
Represents the last price for the Company's Common Stock on March 9, 2004
as reported by the Over-the-Counter Bulletin Board, pursuant to Rule
457(c).
TABLE OF CONTENTS
REOFFER
PROSPECTUS
AVAILABLE INFORMATION
INFORMATION INCORPORATED BY REFERENCE
PROSPECTUS SUMMARY
RISK FACTORS
USE OF PROCEEDS
SELLING SHAREHOLDERS
DESCRIPTION OF CAPITAL STOCK
PLAN OF DISTRIBUTION
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption From Registration Claimed.
Item 8. Exhibits
Item 9. Undertakings .
POWER OF ATTORNEY
SIGNATURES
EXHIBIT INDEX
Opinion of Warren Cameron Asciutto & Blackmer, PC
Consent of Independent Accountants
Table of Contents
REOFFER
PROSPECTUS
755,000 SHARES
INTEGRAL VISION, INC.
COMMON STOCK
The shares registered hereby will be offered on behalf of the Selling
Shareholders. See "Selling Shareholders".
Neither The Securities And Exchange Commission Nor Any State Securities
Commission Has Approved or Disapproved of These Securities or Determined If
this Prospectus Is Truthful or Complete. Any Representation to the Contrary Is
a Criminal Offense.
The Securities registered hereby will be traded by the Selling
Shareholders from time to time in ordinary market transactions at the then
prevailing market prices. Commissions payable on such transactions will be
paid by the Selling Shareholders, with the balance of the sale price
representing the proceeds to the Selling Shareholders.
Integral Vision, Inc. Common Stock is traded in the over-the-counter
market. On March 9, 2004, the closing bid price, as reported by the
Over-the-Counter Bulletin Board (Symbol: INVI) was $2.11 per share.
See "Risk Factors" beginning on page 3.
March 11, 2004
Table of Contents
AVAILABLE INFORMATION
Integral Vision, Inc. ("Integral Vision" or the "Company") is subject to
the informational requirements of the Securities and Exchange Act of 1934 (the
"1934 Act") and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room maintained by the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. Information may be obtained
on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, the Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including the Company,
at http://www.sec.gov. Information may also be obtained from Integral Vision's website at
http://www.iv-usa.com.
INFORMATION INCORPORATED BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Commission pursuant to the Securities Act of
1933 and the 1934 Act:
A.
The Company's Annual Report on Form 10-K for the year ended
December 31, 2002;
B.
The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 2003, June 30, 2003 and September 30, 2003;
C.
The Company's proxy statement related to its annual meeting of
shareholders held May 28, 2003; and
D.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to termination of
the offering.
The Company will provide without charge to each person to whom the
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents which are incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Integral Vision, Inc., Attn: Investor Relations, 38700 Grand River Avenue,
Farmington Hills, Michigan 48335, telephone: (248) 471-2660.
No salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create an implication
that there has been no change in the affairs of the Company since the date
hereof. This Prospectus does not constitute an offer or solicitation by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such an offer or solicitation.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
The Company
Integral Vision, Inc. supplies microprocessor-based inspection systems for
use in industrial manufacturing environments. The principle application for
the Company's products is optical inspection systems ("machine vision
products"). The address of the Company's executive offices is 38700 Grand
River Avenue, Farmington Hills, MI 48335. Its telephone number is
248-471-2660.
The Offering
Securities Offered
Integral Vision, Inc. Common Stock
Size of Offering
755,000 shares
Distribution
The shares registered hereby will be offered by the
Selling Shareholders in market transactions at then prevailing
market prices.
Common Stock Outstanding
as of March 10, 2004
9,429,901
Use of Proceeds
The Company will receive no proceeds
from the offering, as all shares offered hereby are offered on
behalf of the Selling Shareholders.
OTCBB Stock Market Symbol
INVI
The Selling Shareholders
The Selling Shareholders are officers and directors of the Company who
have been granted stock options under the Company's 1999 Stock Option Plan and
CEO Compensation Plan.
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RISK FACTORS
The Common Stock offered hereby involves a high degree of risk. In addition to
the other information in this Prospectus, the following factors should be
considered carefully in evaluating the Company and its business before making
an investment in the shares of Common Stock offered hereby.
Lack of Profitable Operations in Recent Periods
. During the years ended
December 31, 2002, 2001 and 2000, the Company incurred losses from operations
of $2.2 million, $8.1 million and 7.1 million, respectively. Losses through
the first three quarters of 2003 were $1.4 million. Although management of the
Company believes that revenues from operations and additional funds it may
raise through offerings of its equities will be adequate to permit it to meet
its obligation, there can be no assurance that such plans will be successful or
that the Company will be able to continue as a going concern.
New Products/Rapid Technological Change.
The markets in which the Company
competes are characterized by rapid technological change. The Company's
continued success will depend in large part upon its ability to develop and
successfully introduce new products and product enhancements. The Company has
devoted and will continue to devote substantial resources to research and
development. There can be no assurance that the Company will be able to
successfully develop, introduce and market new products or enhancements, or
that new products or enhancements will meet the requirements of the marketplace
or achieve market acceptance. If the Company is unable to develop and
introduce new products or enhancements in a timely manner in response to
changing market conditions or customer requirements, the Company's results of
operations will be materially and adversely affected. In addition,
technological developments have resulted and may continue to result in the
obsolescence of components and subassemblies the Company holds as inventory.
Competition.
The markets for microprocessor-based manufacturing control and
inspection equipment are highly competitive. For optical inspection, the
Company's primary competitors are Westar Display Technologies, Inc. and
Displaycheck. The Company believes the principal competitive factors for
optical inspection are quality, price, cycle times, and features. While the
Company believes it currently competes favorably with respect to the above
factors, there can be no assurance that it will be able to continue to do so or
that competition will not have a material adverse effect on the Company's
results of operations and financial condition. While the Company may face
competition from additional sources in all aspects of its business, the Company
believes that competition in the optical inspection of small flat panel
displays industry in particular may intensify, and that companies with
significantly greater technical, financial and marketing resources than the
Company may enter its markets.
Importance of Proprietary Rights.
The Company's continued success depends in
significant part upon the protection of the proprietary status of its
technology. The Company relies on a combination of patents, confidentiality
agreements and trade secrets to protect its proprietary technologies. There
can be no assurance that these measures will be adequate to meaningfully
protect its intellectual property or that others will not independently develop
substantially equivalent technology and techniques or otherwise gain access to
the Company's trade secrets. In addition, litigation may be necessary to
protect the Company's intellectual property rights, to determine the validity
and scope of the proprietary rights of others or to defend against claims of
infringement. Adverse findings in such proceedings could subject the Company
to liability to third parties, require the Company to seek licenses from third
parties, or otherwise adversely affect the Company's ability to manufacture and
sell affected products. In addition, there can be no assurance that foreign
intellectual property laws will protect the Company's patents and other
intellectual property rights to the same extent as the laws of the United
States.
Substantial Non-U.S. Operations.
Products sold for ultimate delivery to
non-U.S. end-users ("non-U.S. sales") accounted for 13%, 60% and 46% of the
Company's net sales in 2003, 2002 and 2001, respectively. The Company expects
that such sales will continue to represent a significant percentage of its net
sales. Non-U.S. sales involve a number of risks, including fluctuations in
exchange rates, changes in trade policies, tariff regulations and changes in
governments. Most of the Company's international sales are denominated in U.S.
dollars. For certain non-U.S. sales, the Company markets and sells its
products through independent sales representatives in Western Europe and Asia.
The loss of a key foreign sales agent or OEM could have a material adverse
effect on the Company's non-U.S. sales, and accordingly, the Company's results
of operations.
Ability to Manage Growth.
As part of its business strategy, management intends
to pursue rapid growth. This growth strategy will require expanded customer
services and support, increased personnel throughout the Company, expanded
operational and financial systems and the implementation of additional control
procedures. There is no assurance that the Company will be able to attract
qualified personnel or successfully manage expanded operations. Failure to
manage growth effectively could adversely affect the Company's financial
condition and results of operations.
Dependence Upon Key Personnel.
The continued success of the Company is
dependent in large part on certain key management and technical personnel, the
loss of one or more of whom could adversely affect the Company's business. In
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particular, the Company relies upon the services and expertise of its CEO,
Charles J. Drake, its President Mark R. Doede, and its product development and
engineering staff. The Company maintains a key man life insurance policy on
Mr. Drake in the amount of $1.0 million. Management believes that its future
success will depend significantly upon its ability to attract, retain and
motivate skilled technical, sales and management employees. There can be no
assurance that the Company will be able to attract and retain qualified
personnel.
Quarterly Fluctuations.
The Company's revenues and operating results have
varied substantially from quarter to quarter and management believes these
fluctuations may continue. The Company's reliance on large orders has
contributed to the variability of the Company's operating results.
Stock Price Volatility.
The market for securities of small
market-capitalization companies has been highly volatile in recent years, often
for reasons unrelated to a company's results of operations. The Company
believes that factors such as quarterly fluctuations in financial results,
changes in the display industry, sales of common stock by existing shareholders
and substantial product orders may contribute to the volatility of the price of
the Company's common stock. General economic trends such as recessionary
cycles and changing interest rates may also adversely affect the market price
of the Company's Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock by the Selling Shareholders pursuant to this offering.
SELLING SHAREHOLDERS
The Selling Shareholders are officers and directors of the Company who
have been granted stock options to purchase common stock of the Company under
the Company's 1999 Stock Option Plan and its CEO who received stock pursuant to
the CEO Compensation Plan. The following table sets forth, for each of the
Selling Shareholders, the number of shares currently held, the shares offered,
and the amount of shares to be owned after completion on the offering.
Shares to be Owned Following
Shares Currently
Offering
Name
Position
Owned
Shares Offered
Number
Percent
CEO, Chairman of
the Board of
Charles J. Drake
Directors
2,341,125
(1)
400,000
1,941,125
(1)
16.6
%
Mark R. Doede
President
337,000
(2)
20,000
317,000
(2)
3.3
%
Vice President of
Marketing, Vision
Arthur D. Harmala
Products
195,000
(3)
110,000
85,000
(3)
*
Chief Technical
Andrew Blowers
Officer
144,162
(4)
95,000
49,162
(4)
*
Vice President of
Mark A. Michniewicz
Engineering
135,100
(5)
130,000
5,100
(5)
*
*
less than 1%
(1)
Includes warrants for the purchase of 1,890,000 shares of Integral Vision
Common Stock.
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(2)
Includes 308,000 shares currently, and 288,000 shares following this
offering, on which Mr. Doede holds options which he is eligible to
exercise.
(3)
Includes 193,000 shares currently, and 83,000 shares following this
offering, on which Mr. Harmala holds options which he is eligible to
exercise.
(4)
Includes 140,000 shares currently, and 45,000 shares following this
offering, on which Mr. Blowers holds options which he is eligible to
exercise.
(5)
Includes 135,000 shares currently, and 5,000 shares following this
offering, on which Mr. Michniewicz holds options which he is eligible to
exercise.
DESCRIPTION OF CAPITAL STOCK
The following description does not purport to be complete and is qualified in
its entirety by this reference to the Company's Articles of Incorporation, a
copy of which is an exhibit to the Registration Statement of which this
Prospectus is a part.
Common Stock
The Company is authorized to issue 25,000,000 shares of Common Stock,
without par value, stated value $0.20 per share. As of March 10, 2004, there
were 9,429,901 shares of Common Stock outstanding. Except for 400,000 of the
shares of stock offered by Charles J. Drake, which are currently outstanding,
none of the shares offered has been issued and will not be issued until each
Selling Shareholder chooses to exercise his option. Once such shares have been
issued upon exercise of the options, completion of this offering will have no
effect on the number of shares of Common Stock outstanding. All issued and
outstanding shares of Common Stock are validly issued, fully paid and
non-assessable.
Each share of Common Stock of the Company entitles the holder thereof to
one vote. Shareholders do not have cumulative voting rights in the election of
directors. In the event of liquidation, holders of Common Stock will be
entitled to receive any assets distributable to Shareholders, on a pro rata
basis, in respect of shares held by them.
Holders of Common Stock of the Company do not have any preemptive right to
subscribe to any additional securities which may be issued by the Company.
Holders of Common Stock are entitled to receive such dividends out of funds
legally available therefore at such time and in such amounts as the Board of
Directors may from time to time determine.
Preferred Stock
The Company is authorized to issue 400,000 shares of Preferred Stock. The
Board of Directors is authorized to issue such Preferred Stock in classes or
series and to fix the designations, preferences, qualifications, limitations or
restrictions of any class or series with respect to the rate and nature of
dividends, the price and terms and conditions on which shares may be redeemed,
the amount payable in the event of voluntary or involuntary liquidation, the
terms and conditions for conversion or exchange into any other class or series
or stock, voting rights and other terms. Any preferred stock so issued could
dilute the voting power and equity of the holders of the Common Stock by, for
example, reducing the amount of funds otherwise available for payment to
holders of the Common Stock, either upon liquidation of the Company or as
dividends, restricting the payment of dividends to holders of Common Stock, and
diluting the voting power of the holders of the Common Stock. No shares of
Preferred Stock are presently outstanding.
One of the effects of the existence of unissued and unreserved shares of
capital stock may be to enable the Board of Directors to render more difficult
or discourage an attempt to obtain control of the Company by means of a merger,
tender offer, proxy contest or otherwise, and thereby to protect the continuity
of the Company's management. If, for example, in the due exercise of its
fiduciary obligations the Board of Directors were to determine that a takeover
proposal is not in the Company's best interest, such shares could be issued by
the Board of Directors without shareholder approval in one or more private
placements or other transactions that might prevent or render more difficult or
costly the completion of the takeover by creating a substantial voting block in
institutional or other hands that might undertake to support the position of
the incumbent Board of Directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.
Anti-Takeover Statutes
Chapter 7A of the Michigan Business Corporation Act (the "MBCA") provides
that business combinations between a Michigan corporation and a beneficial
owner of 10% of more of the voting power of such corporation generally require
the approval of 90% of the votes of each class of stock entitled to be cast,
and not less than 2/3 of the votes of each class of stock entitled to be cast
other than voting shares owned by such an affiliate or 10% owner. Such
requirements will not apply if (i)
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the corporation's board of directors
approves the transaction prior to the time the 10% owner becomes such or (ii)
the transaction satisfies certain fairness standards, certain other conditions
are met and the 10% owner has been such for at least five years. Currently,
the Company is not subject to Chapter 7A pursuant to a provision exempting a
corporation which had an interested shareholder on the effective date of the
Act. The Company's Board may, by resolution and without a shareholder vote,
cause the Company to become subject to chapter 7A. However, the Company has no
present intention to elect to become subject to Chapter 7A.
Chapter 7B of the MBCA provides that "control shares" of a corporation
acquired in a control share acquisition have no voting rights except as granted
by the shareholders of the corporation. "Control shares" are shares which,
when added to shares previously owned by a shareholder, increase such
shareholder's ownership of voting stock to more than 20% but less than 33 1/3
%, more than 33 1/3% but less than a majority, or more than a majority of the
outstanding voting power of the corporation. A control share acquisition must
be approved by a majority of the votes cast by holders of shares entitled to
vote excluding shares owned by the acquirer and certain officers and directors.
However, no such approval is required for gifts or other transactions not
involving consideration, or a merger to which the corporation is a party, or
certain other transactions described in Chapter 7B.
If a corporation's articles of incorporation or bylaws so provide before a
control share acquisition has occurred, control shares acquired in a control
share acquisition with respect to which no acquiring person statement has been
filed may be redeemed at "fair value" by the corporation at any time during the
period ending 60 days after the last control share acquisition. In addition,
if, prior to a control share acquisition, a corporation's articles of
incorporation or bylaws so provide, control shares may be redeemed at "fair
value" after an acquiring person statement has been filed and after the meeting
at which the voting rights of the control shares are submitted to shareholders
if the control shares are not accorded full voting rights. Unless otherwise
provided in a corporation's articles of incorporation or bylaws, in the event
that control shares acquired in a control share acquisition are accorded full
voting rights and the acquiring person has acquired a majority of all voting
power of the corporation, the shareholders of the corporation, other than the
acquiring person, have dissenters' rights. "Fair value" means a value not less
than the highest price paid per share by the acquiring person in the control
share acquisition. The Articles of Incorporation and Bylaws of the Company
currently contain no provisions with respect to control shares. However, the
Company's Board may, by resolution and without a shareholder vote, amend the
Bylaws.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock of the Company is
Registrar and Transfer Company, Cranford, NJ.
PLAN OF DISTRIBUTION
The Common Stock registered hereby will be offered, either all at one time
or from time to time, in ordinary market transactions at the then current
market price(s).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this
Registration Statement:
(a)
The Company's Annual Report on Form 10-K for the year ended December
31, 2002;
(b)
The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003;
(c)
The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003;
(d)
The Company's Quarterly Report on Form, 10-Q for the quarter
ended September 30, 2003; and
(e)
The description of the Company's securities included in
its registration statement pursuant to Section 12(g) of the
Exchange Act, SEC File No. 0-12728, as amended by the
Company's registration statement on Form S-3, dated May 24,
1994, Registration No. 33-77346.
All periodic reports or proxy materials filed by the Company pursuant to
section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
prospectus and shall be a part thereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of the Common Stock to be sold by the Company
and certain other legal matters pertaining to the issuance and sale of the
stock by the Company will be passed on by Warren Cameron Asciutto & Blackmer, P.C., Lansing, Michigan, the general counsel of the Company.
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Registrant provide that the Registrant may indemnify any
and all of its directors and officers, former directors and officers, and the
current and former directors or officers of another corporation, partnership,
joint venture, trust or other enterprise in which they are or were serving at
the request of the Registrant, to the full extent of Michigan law, including
against any and all expenses, including legal fees, actually and reasonably
incurred by such directors or officers or former directors or officers in
connection with such action, in which they, or any of them, are made parties or
a party, by reason of being or having been directors or officers of the
Registrant, or of such other entity, if they acted in good faith and in a
manner they reasonably believed to be in the best interest of the Registrant,
and had no reason to believe their conduct was unlawful.
With respect to actions or suits by or in the name of the Registrant to
procure a judgment in its favor, no indemnification shall be made in respect of
any claim, issue or matter as to which such director or officer shall have been
adjudged to be liable for negligence or misconduct in the performance of its
duty to the Registrant, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.
The Articles of Incorporation of the Registrant provide that, to the full
extent that the laws of the State of Michigan permit the limitation or
elimination of the liability of directors or officers, no director or officer
of the corporation shall be personally liable to the corporation or its
stockholders for damages for breach of any duty owed to the corporation or its
stockholders.
Michigan law allows the elimination of a director's personal liability to
the corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty. However, a director's liability may not be
eliminated or limited for: i) a breach of the director's duty of loyalty to
the corporation or its shareholders, ii) acts or omissions not in good faith
or
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that involve intentional misconduct or knowing violation of law, iii)
violations of acts specifically enumerated in the statute, or iv) transactions
from which the director derived an improper personal benefit.
Item 7. Exemption From Registration Claimed.
The securities to be reoffered or resold pursuant to this registration
statement were issued (or will be issued in the case of the shares to be issued
upon exercise of stock options) in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933 for transactions by an
issuer not involving a public offering. The securities were, or in the case of
the stock options will be, issued by the Registrant to its officers or
directors pursuant to the Registrant's employee benefit plans.
Item 8. Exhibits
Exhibit Number
Description of Document
5
Opinion of Warren Cameron Asciutto & Blackmer, P.C.
23.1
Consent of Warren Cameron Asciutto & Blackmer, P.C.
(Included in Exhibit 5)
23.2
Consent of Independent Accountants
24
Power of Attorney (Included on Signature Page)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
i) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
ii) That for purposes 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
iii) 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 section 15(d) of the
Securities 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) The undersigned Registrant hereby undertakes to transmit or cause to
be transmitted to all employees participating in the Plan who do not otherwise
receive such material as shareholders of the registrant, at the time and in the
manner such material is sent to its shareholders, copies of all reports, proxy
statements and other communications distributed to its shareholders generally.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has
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been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 act and
will be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Charles J.
Drake, Chairman, and Mark R. Doede, President, his true and lawful
attorney-in-fact with authority together or individually to execute and to file
with the Securities and Exchange Commission, any amendments to this
Registration Statement on Form S-8, together with any exhibits and other
documents.
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Farmington Hills, State of Michigan, on this 10th
day of March, 2004.
INTEGRAL VISION, INC.
By:
/s/ Mark R. Doede
Mark R. Doede, President and Treasurer
(Chief Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/
Charles J. Drake
Dated:
March 10, 2004
Charles J. Drake, Chairman of the Board (Principal Executive Officer)
/s/
Max A. Coon
Dated:
March 10, 2004
Max A. Coon, Director
/s/
Samuel O. Mallory
Dated:
March 10, 2004
Samuel O. Mallory, Director
/s/
Vincent Shunsky
Dated:
March 10, 2004
Vincent Shunsky, Director
/s/
William B. Wallace
Dated:
March 10, 2004
William B. Wallace, Director
10
Table of Contents
EXHIBIT INDEX
Exhibit Number
Description of Document
5
Opinion of Warren Cameron Asciutto & Blackmer, P.C.
23.1
Consent of Warren Cameron Asciutto & Blackmer, P.C.
(Included in Exhibit 5)
23.2
Consent of Independent Accountants
24
Power of Attorney (Included on Signature Page)
11