UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 30, 2010
Integral
Vision, Inc.
(Exact
name of registrant as specified in its charter)
|
Michigan
(State
or other jurisdiction
of
incorporation)
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0-12728
(Commission
File Number)
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38-2191935
(I.R.S.
Employer
Identification
No.)
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49113
Wixom Tech Drive, Wixom, Michigan
(Address
of principal executive offices)
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48393
(Zip
Code)
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Registrant’s
telephone number, including area code: 248-668-9230
N/A
(Former
name or former address, if changed since last report.)
________________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.04
Triggering Events That Accelerate or Increase a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement.
On March
12, 2008, Integral Vision, Inc. (the “Company”) entered into the Fifth Amended
and Restated Note and Warrant Purchase Agreement (the “Agreement”), pursuant to
which the Company agreed to issue certain Class 2 Notes, Class 2 Warrants and
Class 3 Notes to the investors party to the Agreement.
The
Company is in default under the Agreement, the Class 2 and Class 3 Notes because
it failed to make full payment of principal and interest on such notes on their
respective maturity dates. (The Class 2 Notes matured on September
30, 2010, while the Class 3 Notes matured on October 1, 2010.) As of
September 30, 2010, the outstanding principal and unpaid interest on the Class 2
Notes was $4,229,075. As of October 1, 2010, the outstanding
principal and interest on the Class 3 Notes was $5,325,588.
The Class
2 and Class 3 Notes are secured by the Company’s intellectual property pursuant
to a Collateral Assignment of Proprietary Rights and Security Agreement (the
“Collateral Assignment”), and the Class 2 Notes are also secured by the
Company’s accounts receivable and inventory pursuant to a Security Agreement
(the “Security Agreement”).
The Class
2 and Class 3 Notes have begun to accrue interest at their default interest
rates, which is equal to their respective interest rates plus an additional
4%. As such, certain Class 2 Notes are currently accruing interest at
the default rate of 14% and other Class 2 Notes at the default rate of
16%. Also, certain Class 3 Notes are currently accruing interest at
the default rate of 12% and other Class 3 Notes at the default rate of
16%.
Pursuant
to the Collateral Assignment and the Security Agreement, the Class 2 and Class 3
Noteholders (or the collateral agent acting on their behalf) have the right to
foreclose on the collateral covered by such agreements, and exercise any of
several remedies provided in such agreements, including taking possession of
such collateral and selling such collateral.
See the
Exhibits furnished with this Form 8-K, which are incorporated by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
INDEX OF EXHIBITS
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EXHIBIT
NO.
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DESCRIPTION
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|
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4.1
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Fifth
Amended and Restated Note and Warrant Purchase Agreement (filed as Exhibit
4.10 to registrant’s Form 10-KSB for the year ended December 31, 2007, SEC
file 0-12728, and incorporated herein by reference).
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|
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4.2
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Amended
Collateral Assignment of Proprietary Rights dated March 5, 2008 (filed as
Exhibit 4.7 to registrant’s Form 10-KSB for the year ended December 31,
2007, SEC file 0-12728, and incorporated herein by
reference).
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4.3
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Amended
Security Agreement dated March 6, 2008 (filed as Exhibit 4.8 to
registrant’s Form 10-KSB for the year ended December 31, 2007, SEC file
0-12728, and incorporated herein by
reference).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INTEGRAL
VISION, INC.
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Dated:
October 6, 2010
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By:
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/s/ Mark R.
Doede
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Mark
R. Doede
President,
Chief Operating Officer
and
Chief Financial Officer
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