UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM
10-K/A(Amendment
No. 3) (Mark
One)  ý
  
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15
  (D) OF THE
  SECURITIES EXCHANGE ACT OF 1934 For the
fiscal year ended DECEMBER 31, 2001 or  o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
  SECURITIES EXCHANGE ACT OF 1934 For the
transition period
from                            to  Commission
File Number: 0-28236  INVISION
TECHNOLOGIES, INC.(Exact name of
registrant as specified in its charter)  DELAWARE
  (State or other
  jurisdiction of
  incorporation or
  organization)
  94-3123544
  (I.R.S. Employer
  Identification No.)  7151
GATEWAY BOULEVARD, NEWARK, CALIFORNIA 94560(Address of
principal executive offices, including zip code)  (510) 739-2400(Registrants telephone number, including area code)  Securities Registered
Pursuant to Section 12(b) of the Act:NONE Securities Registered
Pursuant to Section 12(g) of the Act:COMMON STOCK, $.001 PAR VALUE  Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YesýNoo  Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein and will not be contained, to the best of Registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.ý  Based on the closing
price of $42.75 on March 5, 2002, the aggregate market value of the voting
stock held by non-affiliates of the Registrant was $457,763,281. 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 5, 2002,
there were 13,940,043 shares of the Registrants Common Stock outstanding.  
   This Amendment No. 3 on
Form 10-K/A is being filed to insert the correct Commission File Number for
InVision Technologies, Inc. (the Company) as referred to in the Annual report
on Form 10-K of the Company for the fiscal year ended December 31, 2001 (Form
10-K). Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Form 10-K.  PART IV.  ITEM 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K  (a)(3)    Exhibits  Exhibit
  Number
  
  Description2.1
  
  Agreement and Plan of
  Merger and Reorganization dated as of February 23, 2000, among InVision
  Technologies, Inc., a Delaware corporation, InVision Acquisition
  Corporation, a Delaware corporation, and Inovec,  Inc., an Oregon
  Corporation. (7)2.2
  
  Form of Escrow
  Agreement between InVision, Merger Sub, the Shareholders and Greater Bay
  Trust Company, dated February 23, 2000. (7)3.1
  
  Amended and Restated
  Certificate of Incorporation of the Registrant. (1)3.2
  
  Bylaws of Registrant,
  as amended. (15)3.3
  
  Amendment to Amended
  and Restated Certificate of Incorporation of the Registrant. (14)4.1
  
  Reference is made to
  Exhibits 3.1, 3.2 and 3.3.10.1
  
  Technology License
  Agreement, dated September 11, 1990, by and between the Registrant and
  Imatron, Inc. (1)10.2
  
  Registrants 2001
  Equity Incentive Plan, as amended. (3)(5)10.3
  
  Registrants 1996
  Employee Stock Purchase Plan, as amended. (5)(12)10.4
  
  Registrants 2000
  Equity Incentive Plan. (3) (5)10.12
  
  Lease, dated as of
  February 11, 1997, between the Registrant and WHLNF Real Estate L.P. (4)10.13
  
  Purchase Agreement,
  dated as of December 24, 1996, between the Registrant and the U.S.
  Federal Aviation Administration. (4)10.21
  
  Key Employee Agreement,
  dated April 22, 1994, between the registrant and Sergio Magistri, and
  amendment thereto, dated October 16, 1995. (4)(5)10.22
  
  Key Employee Agreement,
  dated March 1, 1996, between the Registrant and David M. Pillor. (4)(5)10.34
  
  Amendment No. 1 to
  Technology License Agreement between the Registrant and Imatron Inc.
  dated July 12, 1999. (6)10.36
  
  Form of Indemnity
  Agreement between the Registrant and each of Sergio Magistri, David Pillor,
  Giovanni Lanzara, Bruno Trezza, Douglas Boyd and Morris Busby. (5)(6)10.38
  
  Registrants 2000
  Non-Officer Equity Incentive Plan, adopted February 14, 2000. (8)10.39
  
  Loan and Security
  Agreement, dated November 8, 2000, between the Registrant and Silicon
  Valley Bank. (9)10.40
  
  Loan and Security
  Agreement (Exim Program), dated November 8, 2000, between the Registrant
  and Silicon Valley Bank. (9)10.41
  
  Key Employment
  Agreement dated November 28, 2000, between the Registrant and Donald E.
  Mattson. (5)(13)10.42
  
  Key Employment
  Agreement dated March 6,2001, between the Registrant and Ross
  Mulholland. (5)(10)10.43
  
  Form of Indemnity
  Agreement between the Registrant and each of Donald E. Mattson and Ross
  Mulholland. (5)(10)10.44
  
  Amendment to Loan
  Documents, dated October 12, 2001, between the Registrant and Silicon
  Valley Bank. (11)10.45
  
  Amendment to Loan
  Documents (EXIM Program), dated October 12, 2001, between the Registrant
  and Silicon Valley Bank. (11)  
   10.46
  
  Director Retainer
  Agreement, dated August 1, 2001, between the Registrant and Louis A.
  Turpen. (11)10.47
  
  Director Retainer
  Agreement, dated May 30, 2001, between the Registrant and Stephen Blum.
  (11)10.48
  
  Warrant to Purchase
  Common Stock of the Registrant, dated September 26, 2001, to
  Donald & Co. Securities, Inc. (11)21.1
  
  Subsidiaries of the
  Registrant. (15)23.1
  
  Consent of
  Deloitte & Touche LLP, Independent Auditors. (16)23.2
  
  Consent of
  PricewaterhouseCoopers LLP, Independent Accountants. (16)   Notes to Exhibits(1)
  
  Filed as an exhibit to
  Registrants Registration Statement on Form S-1 (No. 333-380) or
  amendments thereto and incorporated herein by reference.(2)
  
  Filed as an exhibit to
  Registrants Quarterly Report on Form 10-Q (Commission File
  No. 0-28236) for the quarterly period ended June 30, 1998 and
  incorporated herein by reference.(3)
  
  Filed as an exhibit to
  Registrants Registration Statement on Form S-8 (No. 333-56340)
  filed February 28, 2001 and incorporated herein by reference.(4)
  
  Filed as an exhibit to
  Registrants Registration Statement on Form S-1 (No. 333-23413), as
  amended, originally filed March 14, 1997, and incorporated herein by
  reference.(5)
  
  Items that are
  management contracts or compensatory plans or arrangements required to be
  filed as exhibits pursuant to item 14(c) of Form 10-K.(6)
  
  Filed as the
  like-numbered exhibit to the Registrants Annual Report on Form 10-K
  (Commission File No. 0-28236) for the year ended December 31, 1999
  and incorporated herein by reference.(7)
  
  Filed as the
  like-numbered exhibit to the Registrants Current Report on Form 8-K
  (Commission File No. 0-28236) filed May 18, 2000.(8)
  
  Filed as an exhibit to
  Registrants Quarterly Report on Form 10-Q (Commission File
  No. 0-28236) for the quarterly period ended April 2, 2000 and
  incorporated herein by reference.(9)
  
  Filed as an exhibit to
  Registrants Quarterly Report on Form 10-Q (Commission File
  No. 0-28236) for the quarterly period ended October 1, 2000 and
  incorporated herein by reference.(10)
  
  Filed as an exhibit to
  Registrants Quarterly Report on Form 10-Q (Commission File
  No. 0-28236) for the quarterly period ended April 1, 2001 and
  incorporated herein by reference.(11)
  
  Filed as an exhibit to
  Registrants Quarterly Report on Form 10-Q (Commission File
  No. 0-28236) for the quarterly period ended September 30, 2001 and
  incorporated herein by reference.(12)
  
  Filed as an exhibit to
  Registrants Registration Statement on Form S-8 (No. 333-72864)
  filed November 6, 2001 and incorporated herein by reference.(13)
  
  Filed as the
  like-numbered exhibit to the Registrants Annual Report on Form 10-K
  (Commission File No. 0-28236) for the year ended December 31, 2000
  and incorporated herein by reference.(14)
  
  Previously filed with
  the original filing of this Form 10-K.(15)
  
  Previously filed with
  Amendment No. 1 of this Form 10-K.(16)
  
  Previously filed with
  Amendment No. 2 of this Form 10-K.  (b)  
Reports On Form 8-K. (1)
  
  The Company did not
  file any Current Reports on Form 8-K in the quarter ended
  December 31, 2001.  (c)    See
Exhibits listed under Item 14(a)(3).  (d)    The
financial statement schedules required by the Item are listed under Item
14(a)(2).  
   SIGNATURES  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized, on
the 7th day of May 2002.  INVISION
  TECHNOLOGIES, INC.By:
  /s/ SERGIO MAGISTRISergio Magistri
  President
  and Chief Executive Officer  
   EXHIBIT
INDEX  Exhibit
  Number
  
  Description2.1
  
  Agreement and Plan of
  Merger and Reorganization dated as of February 23, 2000, among InVision
  Technologies, Inc., a Delaware corporation, InVision Acquisition
  Corporation, a Delaware corporation, and Inovec,  Inc., an Oregon
  Corporation. (7)2.2
  
  Form of Escrow
  Agreement between InVision, Merger Sub, the Shareholders and Greater Bay
  Trust Company, dated February 23, 2000. (7)3.1
  
  Amended and Restated
  Certificate of Incorporation of the Registrant. (1)3.2
  
  Bylaws of Registrant,
  as amended. (15)3.3
  
  Amendment to Amended
  and Restated Certificate of Incorporation of the Registrant. (14)4.1
  
  Reference is made to
  Exhibits 3.1, 3.2 and 3.3.10.1
  
  Technology License
  Agreement, dated September 11, 1990, by and between the Registrant and
  Imatron, Inc. (1)10.2
  
  Registrants 2001
  Equity Incentive Plan, as amended. (3)(5)10.3
  
  Registrants 1996
  Employee Stock Purchase Plan, as amended. (5)(12)10.4
  
  Registrants 2000
  Equity Incentive Plan. (3)(5)10.12
  
  Lease, dated as of
  February 11, 1997, between the Registrant and WHLNF Real Estate L.P. (4)10.13
  
  Purchase Agreement,
  dated as of December 24, 1996, between the Registrant and the U.S.
  Federal Aviation Administration. (4)10.21
  
  Key Employee Agreement,
  dated April 22, 1994, between the registrant and Sergio Magistri, and
  amendment thereto, dated October 16, 1995. (4)(5)10.22
  
  Key Employee Agreement,
  dated March 1, 1996, between the Registrant and David M. Pillor. (4)(5)10.34
  
  Amendment No. 1 to
  Technology License Agreement between the Registrant and Imatron Inc.
  dated July 12, 1999. (6)10.36
  
  Form of Indemnity
  Agreement between the Registrant and each of Sergio Magistri, David Pillor,
  Giovanni Lanzara, Bruno Trezza, Douglas Boyd and Morris Busby. (5)(6)10.38
  
  Registrants 2000
  Non-Officer Equity Incentive Plan, adopted February 14, 2000. (8)10.39
  
  Loan and Security
  Agreement, dated November 8, 2000, between the Registrant and Silicon
  Valley Bank. (9)10.40
  
  Loan and Security
  Agreement (Exim Program), dated November 8, 2000, between the Registrant
  and Silicon Valley Bank. (9)10.41
  
  Key Employment
  Agreement dated November 28, 2000, between the Registrant and Donald E.
  Mattson. (5)(13)10.42
  
  Key Employment
  Agreement dated March 6, 2001, between the Registrant and Ross
  Mulholland. (5)(10)10.43
  
  Form of Indemnity
  Agreement between the Registrant and each of Donald E. Mattson and Ross
  Mulholland. (5)(10)10.44
  
  Amendment to Loan
  Documents, dated October 12, 2001, between the Registrant and Silicon
  Valley Bank. (11)10.45
  
  Amendment to Loan
  Documents (EXIM Program), dated October 12, 2001, between the Registrant
  and Silicon Valley Bank. (11)10.46
  
  Director Retainer
  Agreement, dated August 1, 2001, between the Registrant and Louis A.
  Turpen. (11)10.47
  
  Director Retainer
  Agreement, dated May 30, 2001, between the Registrant and Stephen Blum.
  (11)10.48
  
  Warrant to Purchase
  Common Stock of the Registrant, dated September 26, 2001, to
  Donald & Co. Securities, Inc. (11)21.1
  
  Subsidiaries of the
  Registrant. (15)23.1
  
  Consent of
  Deloitte & Touche LLP, Independent Auditors. (16)23.2
  
  Consent of
  PricewaterhouseCoopers LLP, Independent Accountants. (16)  
    Notes to Exhibits(1)
  
  Filed as an exhibit to
  Registrants Registration Statement on Form S-1 (No. 333-380) or
  amendments thereto and incorporated herein by reference.(2)
  
  Filed as an exhibit to
  Registrants Quarterly Report on Form 10-Q (Commission File
  No. 0-28236) for the quarterly period ended June 30, 1998 and
  incorporated herein by reference.(3)
  
  Filed as an exhibit to
  Registrants Registration Statement on Form S-8 (No. 333-56340)
  filed February 28, 2001 and incorporated herein by reference.(4)
  
  Filed as an exhibit to
  Registrants Registration Statement on Form S-1 (No. 333-23413), as
  amended, originally filed March 14, 1997, and incorporated herein by
  reference.(5)
  
  Items that are
  management contracts or compensatory plans or arrangements required to be
  filed as exhibits pursuant to item 14(c) of Form 10-K.(6)
  
  Filed as the like-numbered
  exhibit to the Registrants Annual Report on Form 10-K (Commission File
  No. 0-28236) for the year ended December 31, 1999 and incorporated
  herein by reference.(7)
  
  Filed as the
  like-numbered exhibit to the Registrants Current Report on Form 8-K (Commission
  File No. 0-28236) filed May 18, 2000.(8)
  
  Filed as an exhibit to
  Registrants Quarterly Report on Form 10-Q (Commission File
  No. 0-28236) for the quarterly period ended April 2, 2000 and
  incorporated herein by reference.(9)
  
  Filed as an exhibit to
  Registrants Quarterly Report on Form 10-Q (Commission File
  No. 0-28236) for the quarterly period ended October 1, 2000 and
  incorporated herein by reference.(10)
  
  Filed as an exhibit to
  Registrants Quarterly Report on Form 10-Q (Commission File
  No. 0-28236) for the quarterly period ended April 1, 2001 and
  incorporated herein by reference.(11)
  
  Filed as an exhibit to
  Registrants Quarterly Report on Form 10-Q (Commission File
  No. 0-28236) for the quarterly period ended September 30, 2001 and
  incorporated herein by reference.(12)
  
  Filed as an exhibit to
  Registrants Registration Statement on Form S-8 (No. 333-72864)
  filed November 6, 2001 and incorporated herein by reference.(13)
  
  Filed as the
  like-numbered exhibit to the Registrants Annual Report on Form 10-K
  (Commission File No. 0-28236) for the year ended December 31, 2000
  and incorporated herein by reference.(14)
  
  Previously filed with
  the original filing of this Form 10-K.(15)
  
  Previously filed with
  Amendment No. 1 of this Form 10-K.(16)
  
  Previously filed with
  Amendment No. 2 of this Form 10-K.