---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

Amendment No. 2 to Form 10-K on
FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

|/x/ | ANNUAL REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2000 or
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from  to
.
|--- | -----------------------------------------------------------------------------------------------------------------------------

Commission file # 0-28236

---

INVISION TECHNOLOGIES, INC.(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation)

94-3123544
(I.R.S. Employer Identification Number)


7151 GATEWAY BOULEVARD, NEWARK, CALIFORNIA 94560(Address and zip code of principal executive offices)

Registrant's
telephone number, including area code:(510) 739-2400

Securities
registered pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act:

Common
Stock, $0.001 Par Value
(Title of Class)

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
the Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

Based
on the closing price of $3.00 on March 26, 2001, the aggregate market value of the voting stock held by non-affiliates of the Registrant was $28,264,821. For
purposes of this computation, voting stock held by directors and executive officers of the Registrant and stockholders holding 5% or more of the Registrant's outstanding Common Stock has been
excluded. Such exclusion is not intended, and shall not be deemed, to be an admission that such directors, executive officers and stockholders are affiliates of the Registrant.

On
March 26, 2001, there were 12,650,281 shares of the Registrant's Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

---

---

---



This
Amendment No. 2 on Form 10-K/A amends and restates in their entirety the following items of Part III of the Annual Report on
Form 10-K of InVision Technologies, Inc. (the "Company") for the fiscal year ended December 31, 2000 ("Form 10-K"):

Item
10. Directors and Executive Officers of the Registrant

Item
11. Executive Compensation

Item
12. Security Ownership of Certain Beneficial Owners and Management

Capitalized
terms used herein and not otherwise defined have the meanings ascribed to them in the Company's Form 10-K.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the name, age and other information with respect to the Company's directors and executive officers as of April 1, 2001,
and supercedes the information under "Executive Officers of the Registrant" in Part I, Item 1 of this Annual Report on Form 10-K. No family relationship exists between any of the
directors or executive officers of the Company.

|Dr. Sergio Magistri        |  | 48 |  | President, Chief Executive Officer and Director        
|-------------------------- |  | -- |  | -------------------------------------------------------
|Donald E. Mattson          |  | 68 |  | Senior Vice President and Chief Operating Officer      
|Ross Mulholland            |  | 58 |  | Senior Vice President and Chief Financial Officer      
|David M. Pillor            |  | 46 |  | Senior Vice President, Sales and Marketing and Director
|Dr. Giovanni Lanzara       |  | 61 |  | Chairman of the Board of Directors                     
|Dr. Douglas P. Boyd        |  | 59 |  | Director                                               
|Dr. Bruno Trezza           |  | 64 |  | Director                                               
|Ambassador Morris D. Busby |  | 63 |  | Director                                               
|Dr. François Mesqui        |  | 46 |  | Vice President and Chief Technology Officer            

Dr. Sergio Magistrihas served as our President, Chief Executive Officer and a director since December 1992. From
June 1991 to November 1992, he was a Project Manager with AGIE, Switzerland, a manufacturer of high precision tooling equipment, responsible for all aspects of a family of new products
for high precision electro-erosion machining with sub-micron precision. From 1988 to June 1991, Dr. Magistri was a consultant to high technology companies, including
FI.M.A.I. Holding, S.A. As a consultant to FI.M.A.I., Dr. Magistri was involved in the formation of the Company and the development of its business plan and of its technology. From 1983 to
1988, Dr. Magistri held various positions with Imatron, including as an Engineering Physicist and Manager of Advanced Reconstruction Systems, and Director of Computer Engineering.
Dr. Magistri holds a degree in Electrical Engineering and a doctorate in Biomedical Engineering from the Swiss Institute of Technology, Zurich, Switzerland.

Donald E. Mattsonhas served as our Senior Vice President and Chief Operating Officer since November, 2000. Mr. Mattson
previously served as our Interim Vice President of Operations in 1998. In addition to his position with us, from 1992 to 2000, Mr. Mattson has been a management consultant, including, among
others, interim management assignments as executive officer of a computer distribution company, president of a disk drive sub-systems company and vice president of operations of

2

---

a tape drive manufacturing company. Prior to 1992, Mr. Mattson held senior management positions at Microware Distributors, Inc., Optical Data, Inc., Media Technology Corporation,
Verbatim Corporation, Memorex Corporation and Varian Associates. Mr. Mattson holds a bachelor's degree in Industrial Management and Technology and an MBA from the University of California,
Berkeley.

Ross Mulhollandwas appointed our Senior Vice President and Chief Financial Officer effective March 31, 2001. Prior to joining
the Company, Mr. Mulholland was Chief Financial Officer and Vice President, Operations, of TechPlanet, a Silicon Valley pre-IPO company providing information technology services.
Before that, he was Chief Financial Officer and Vice President, Administration, at Silicon Entertainment, a technology-based specialty retailer, and Senior Vice President and Chief Financial Officer
for The Nature Company/Discovery Channel Stores, a specialty retailer and direct marketing company. He has also held senior management positions with several leading national retailers, including May
Department Stores and Dayton-Hudson Corporation. Mr. Mulholland started his career in corporate planning and finance at the Ford Motor Company. Mr. Mulholland holds a BA degree in
Liberal Arts and an MBA from Wayne State University.

David M. Pillorjoined InVision in July 1994 as Vice President, Sales and Marketing, has served as our Senior Vice President,
Sales and Marketing since November 1995 and as a director since 1999. From 1988 to July 1994, Mr. Pillor held various positions including Area Sales Manager, National Sales
Manager and Vice President of Sales of Technomed International, a medical products company. Mr. Pillor holds a Bachelor of Sciences degree in Chemistry from the University of Maryland.

Dr. Giovanni Lanzarahas served as a director since September 1990 and as Chairman of the Board since March 1994.
Since 1978, he has served as a professor and President of the Transportation Engineering Department at the University of Aquila, Rome, Italy. Dr. Lanzara has been President of the International
Center for Transportation Studies since 1987. Dr. Lanzara served as director of Imatron, a CT medical scanner company, from August 1993 to June 1996.

Dr. Douglas P. Boydserved as a director from September 1990 to December 1992, and since June 1993.
Dr. Boyd was a founder of Imatron Inc. ("Imatron") in 1981, has held various positions at Imatron, and currently serves as its Chairman of the Board. Dr. Boyd is an Adjunct
Professor of Radiology at the University of California, San Francisco.

Dr. Bruno Trezzahas served as a director since November 1993. Since 1974, he has served as a professor of economics at
the University "La Sapienza" in Rome, Italy. From 1980 to 1981, Dr. Trezza served as an economic advisor to the Italian Prime Minister. From 1974 to 1983, he served as a member of the Committee
for Economic Planning of the Italian Ministry of Planning. He has served as a director of several private companies and public institutions in Italy.

Ambassador Morris D. Busbyhas served as a director since March 1998 when he was elected by the other directors to fill a
vacancy. Since 1995, Ambassador Busby has served as President of BGI, Inc., an international consulting firm. From 1991 to 1994 he was ambassador to the Republic of Colombia and from 1989 to
1991 he was the United States Government's U.S. coordinator for counter-terrorism and directed the international efforts against terrorism during the Persian Gulf War. Prior to that time, he was
Principal Deputy Assistant Secretary of State for Inter-American Affairs. From 1984 to 1987 he was Deputy Chief of Mission in Mexico City.

Dr. François Mesquiwas appointed our Vice President and Chief Technology Officer in December 1999.
Dr. Mesqui joined InVision in 1997 and was our Vice President, Design Engineering from 1998 to 1999. From 1989 through 1996, Dr. Mesqui was President of Metropoly AG, an engineering
services company in Switzerland. In 1983, Dr. Mesqui was awarded the Scientific Prize of the Swiss Society of Biomedical Engineering and has a Doctorate in Technical Sciences from the Swiss
Institute of Technology, Zurich, Switzerland.

3

---

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") requires our directors and executive officers, and persons who own more than ten
percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers,
directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To
our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended
December 31, 2000, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with, except that each of
Dr. Magistri, Mr. Larrenaga, Mr. Pillor, Dr. Boyd, Ambassador Busby, Dr. Lanzara, Dr. Trezza and Mr. Black filed their Form 5, due
February 14, 2001, late. Each Form 5 reported one grant of a stock option. The Forms 5 were filed shortly after the discovery of the inadvertent failure to have optionally reported the
grant on an earlier Form 4.

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

In 2000 non-employee directors received a $25,000 annual retainer as compensation for their services as members of the Board. In addition, such
directors were reimbursed for expenses incurred in connection with the performance of services as directors. Our non-employee directors also received $2,000 per day for each day of
consulting services rendered to us not in connection with their services as directors and grants of options to purchase common stock under our 1991 Equity Incentive Plan based on the amount of
consulting work performed for us during the year.

Aggregate
consulting fees earned by our non-employee directors were $188,000 in 2000. Ambassador Busby (who earned $120,000) was the only individual director who earned
consulting fees in excess of $60,000 in 2000. Ambassador Busby is a controlling shareholder of BGI which provided consulting services to us in 2000 in excess of $60,000. See "Certain Transactions." In
addition Dr. Boyd, Ambassador Busby, Dr. Lanzara and Dr. Trezza each received an option to purchase 5,000 shares of our common stock.

4

---



The following table sets forth certain compensation earned by our Chief Executive Officer and our three other executive officers whose salary and bonus for the
year ended December 31, 2000 exceeded $100,000 (collectively, the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

|                                                                         |  |                |  |   |                         |  |   | Long-Term Compensation Awards |           |                      | 
|------------------------------------------------------------------------ |  | -------------- |  | - | ----------------------- |  | - | ----------------------------- | --------- | -------------------- | 
|
|
|
|Dr. Sergio Magistri
President and Chief Executive Officer                |  | 2000
1999
1998 |  | $ | 237,900
226,600
225,000 |  | $ | 30,000
0
92,9150              |           | 61,945
54,880
      | 
|Tim Black
Chief Operating Officer(2)                                     |  | 2000
1999
1998 |  |   | 205,000
185,400
47,485  |  |   | 0
0
16,680                    |           | 47,369
4,760
100,000 | 
|Alfred V. Larrenaga
Senior Vice President and Chief Financial Officer(3) |  | 2000
1999
1998 |  |   | 181,900
90,884
0        |  |   | 22,000
0
0                    |           | 25,507
90,000
0      | 
|David M. Pillor
Senior Vice President, Sales and Marketing               |  | 2000
1999
1998 |  |   | 141,700
133,880
120,833 |  |   | 116,124
165,220
347,024       | (4)(4)(4) | 29,150
22,400
0      | 
|Dr. François Mesqui
Vice President and Chief Technology Officer          |  | 2000
1999
1998 |  |   | 160,000
135,000
126,300 |  |   | 104,700
40,000
43,457         |           | 21,863
26,800
16,000 | 

---

STOCK OPTION GRANTS AND EXERCISES

We grant options to our executive officers under our 1991 Equity Incentive Plan and 2000 Equity Incentive Plan. As of December 31, 2000, options to
purchase a total of 2,110,866 shares were outstanding under the 1991 Equity Incentive Plan and options to purchase a total of 58,500 shares were outstanding under our 2000 Equity Incentive Plan. In
connection with the adoption of the 2000 Equity Incentive Plan, the Board determined not to grant any further options under the 1991 Equity Incentive Plan. As of December 31, 2000, 1,067,537
shares remained available for grant under the 2000 Equity Incentive Plan.

5

---



The
following table shows for the fiscal year ended December 31, 2000, certain information regarding options granted to, and held at year end by, the Named Executive Officers.

The
exercise price of each option was equal to the fair market value of our common stock as valued by the Board of Directors on the date of grant. The exercise price may be paid in
cash, promissory notes, in shares of our common stock valued at fair market value on the exercise date or through a cashless exercise procedure involving a same-day sale of the purchased
shares. The options granted vest as to 25% of the shares one year from the date of grant and 1/16th of the shares each quarter thereafter. Each of the options has a ten-year
term, subject to earlier termination if the optionee's service with us ceases.

The
potential realizable value is calculated based on the ten-year term of the option at the time of grant. Stock price appreciation of 5% and 10% is assumed pursuant to
rules promulgated by the Securities and Exchange Commission and does not represent our prediction of our stock price performance. The potential realizable values at 5% and 10% appreciation are
calculated by assuming that the stock price on the date of grant appreciates at the indicated annual rate, compounded annually for the entire term of the option and that the option is exercised and
sold on the last day of its term for the appreciated stock price.

Percentages
shown under "Percentage of Total Options Granted to Employees in 2000" are based on an aggregate of 1,328,631 options granted to employees, consultants and directors of
the Company under our stock option plans during 2000.

OPTION GRANTS IN LAST FISCAL YEAR

|                    |  | Individual Grants |  |     |  | Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Option Term
|------------------- |  | ----------------- |  | --- |  | ----------------------------------------------------------------------------------------------
|
|
|
|
|Dr. Sergio Magistri |  | 61,945            |  | 4.7 |  | 4.31                                                                                          
|Tim Black           |  | 47,369            |  | 3.6 |  | 4.31                                                                                          
|Alfred V. Larrenaga |  | 25,507            |  | 1.9 |  | 4.31                                                                                          
|David M. Pillor     |  | 29,150            |  | 2.2 |  | 4.31                                                                                          
|Dr. François Mesqui |  | 21,863            |  | 1.6 |  | 4.31                                                                                          

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR END OPTION VALUES

The
following table sets forth information with respect to options exercised by the Names Executive Officers during 2000, the number of securities underlying unexercised options held
by the Named Executive Officers as of December 31, 2000 and the value of unexercised in-the-money options as of December 31, 2000.

Amounts
shown under the column "Value Realized" are based on the fair market value of our common stock as determined by our board of directors on the date of exercise less the
exercise price. Amounts shown under the column "Value of Unexercised In-the-Money Options at December 31, 2000" are based on the closing price of our common stock
($1.4375) on December 29, 2000 as reported on The Nasdaq Stock Market, less the exercise price, without taking into account any taxes that may be

6

---

payable in connection with the transaction, multiplied by the number of shares underlying the option, less the exercise price of the shares underlying the option.

|                    |  |  |  |  |  | Number of Securities
Underlying Unexercised
Options at December 31, 2000 |  | Value of Unexercised
In-the-Money Options
at December 31, 2000
|------------------- |  |  |  |  |  | ------------------------------------------------------------------------ |  | --------------------------------------------------------------
|
|
|Dr. Sergio Magistri |  |  |  |  |  | 369,683                                                                  |  | 58,941                                                        
|Tim Black           |  |  |  |  |  | 79,980                                                                   |  | 72,149                                                        
|Alfred V. Larrenaga |  |  |  |  |  | 45,471                                                                   |  | 95,536                                                        
|David M. Pillor     |  |  |  |  |  | 237,076                                                                  |  | 58,941                                                        
|Dr. François Mesqui |  |  |  |  |  | 63,532                                                                   |  | 58,931                                                        

EMPLOYMENT AGREEMENTS

We have entered into employment agreements with Drs. Magistri and Mesqui and Messrs. Black, Mattson, Mulholland and Pillor which provide for salaries
and other employment terms. These agreements each provide that if we terminate the employee's employment without cause, the employee is entitled to a severance payment equal to his annual base salary
for six months. All of the
employment agreements are terminable at the will of either the employee or us, with or without cause. In each case, termination by the employee requires sixty days notice to us.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal year 2000, Drs. Boyd and Lanzara and Ambassador Busby served as members of the compensation committee of our board of directors. The Compensation
Committee did not meet during 2000, and all compensation matters were handled by the Board. No member of the Board or compensation committee serves as a member of the board of directors or
compensation committee of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of March 31, 2001 by: (i) each director and
nominee for director; (ii) each of the executive officers named in the Summary Compensation Table; (iii) all executive officers and directors of the Company as

7

---

a group; and (iv) all those known by us to be beneficial owners of more than five percent of our common stock.

Beneficial Ownership (1)Beneficial Owner

Number of
Shares

Percent of
TotalHARAX Holding, S.A. (2)

2,401,584

19.0
%Dimensional Fund Advisors

638,400

5.0
%Dr. Sergio Magistri (3)

400,446

3.1
%Tim Black (4)

83,280

*Alfred V. Larrenaga (5)

52,471

*David M. Pillor (6)

237,076

1.8
%Dr. Douglas P. Boyd (7)

98,280

*Amb. Morris D. Busby (8)

39,593

*Dr. Giovanni Lanzara (9)

496,577

3.9
%Dr. Bruno Trezza (10)

496,124

3.9
%Dr. François Mesqui (11)

63,532

*All executive officers and directors as a group (8 persons) (12)

1,967,380

14.3
%


---

8

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to Report to
be signed on its behalf by the undersigned, thereunto duly authorized, on May 30, 2001.

| |  | INVISION TECHNOLOGIES, INC.
| |  | ---------------------------
| |  | By:                        

9

---

QuickLinks