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United States Securities And Exchange Commission
Washington, D.C. 20549

FORM 10-K/A

| |  |                                                                                         
| |  | ----------------------------------------------------------------------------------------
| |  | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934    
| |  | For the fiscal year ended December 31, 2001.                                            
|
| |  | 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 0-12728

INTEGRAL VISION, INC.
(Exact name of registrant as specified in its charter)

|                                                                                              |  |                                        
|--------------------------------------------------------------------------------------------- |  | ---------------------------------------
|Michigan                                                                                      |  | 38-2191935                             
|(State or other jurisdiction of
incorporation or organization)                                |  | (I.R.S. Employer Identification Number)
|                                                                                             
|38700 Grand River Avenue,
Farmington Hills, Michigan
(Address of principal executive offices) |  | 48335
(Zip Code)                       

|                                                    |  |               
|--------------------------------------------------- |  | --------------
|Registrants telephone number, including area code: |  | (248) 471-2660

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

None

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

Common Stock, No Par Value, Stated Value $.20 Per Share

(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 and (2) has been subject to the filing
requirements for at least the past 90 days. YES ü    NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of the 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. [ ü]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 28, 2002:

Common Stock, No Par Value, Stated Value $.20 Per Share  $1,653,152

The number of shares outstanding on each of the issuers classes of common
stock, as of February 28, 2002:

Common Stock, No Par Value, Stated Value $.20 Per Share  9,429,901

Documents Incorporated By Reference:None





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TABLE OF CONTENTS



|                                          |  |  |  |  |  |  |  | 
|----------------------------------------- |  |  |  |  |  |  |  | 
|PART III                                 
|DIRECTORS                                
|EXECUTIVE OFFICERS                       
|COMPLIANCE WITH REPORTING REQUIREMENTS   
|YEAR END OPTION VALUES                   
|AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
|SIGNATURES                               



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##### Table of Contents



The Company has filed this amendment to its 10-K, originally filed on April 1,
2002, to include the requirements of Items 10, 11, 12 and 13. This information
was to be contained in the Integral Vision, Inc. proxy statement (to be filed
within 120 days of December 31, 2001), with respect to directors and executive
officers of the Company, and was to be incorporated by reference. However, the
Company did not file the definitive proxy statement within 120 days of
December 31, 2001. Consequently, the information previously incorporated by
reference is included in this amendment to the Companys 10-K. Other than the
previously discussed changes, there were no other changes to the original
filing.

2



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Part III

ITEM 10. Directors and Executive Officers of the Registrant



| |  | The following information is furnished concerning the nominees,
all of whom have been nominated by the Board of Directors and are
presently Directors of the Company.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------




DIRECTORS

|                   |  |                                                                                                                                                          |  |     |    |  |                |           |      | 
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- | -- |  | -------------- | --------- | ---- | 
|                   |  | Present Position with the Company                                                                                                                        |  |     |    |  |                | Served as |     
|Name               |  | and Principal Occupation                                                                                                                                 |  | Age |    |  | Director Since |          
|                   |  |                                                                                                                                                          |  |     |    |  |                |          
|Craig A. Black     |  | Director of Integral Vision,
Inc.; Vice President and Chief
Technology Officer of Eaton
Corporation, an Ohio-based,
diversified, industrial manufacturer |  |     | 50 |  |                |           | 2001 | 
|                  
|Max A. Coon        |  | Secretary and
Vice Chairman of the
Board of Integral Vision, Inc.;
President and Chairman
of the Board of Maxco, Inc.                                    |  |     | 67 |  |                |           | 1978 | 
|                  
|Charles J. Drake   |  | Chairman of the Board
and Chief Executive Officer
of Integral Vision, Inc.                                                                               |  |     | 61 |  |                |           | 1978 | 
|                  
|Samuel O. Mallory  |  | Director of Integral Vision,
Inc.; Investor                                                                                                              |  |     | 69 |  |                |           | 2001 | 
|                  
|Vincent Shunsky    |  | Treasurer and acting Chief
Financial Officer of Integral
Vision, Inc.; Director, Treasurer
and Vice President of Finance
of Maxco, Inc.                  |  |     | 53 |  |                |           | 1978 | 
|                  
|William B. Wallace |  | Director of Integral Vision,
Inc.; Senior Managing Director
of Equity Partners, Ltd.,
a Troy, Michigan based
private investment banking firm             |  |     | 57 |  |                |           | 1990 | 



| |  | All of the foregoing Directors and nominees have been engaged in
the principal occupation specified for the previous five years
with the exception of the following:                                                                
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Charles J. Drake resigned his position as President of the Company
in February 1998. He continues to serve as the Chairman and Chief
Executive Officer of the Company as he has since 1978.                                         
|
| |  | Messrs. Coon, Drake and Shunsky are also Directors of Maxco, Inc.,
the stock of which is traded on the Nasdaq Stock Market.                                                                                                         
|
| |  | During the period ended December 31, 2001, there were a total of
seven meetings of the Board of Directors. Max A. Coon and Craig
A. Black were the only nominees who attended fewer than 75% of the
meetings held during the period.
|
| |  | The Board of Directors has established a Compensation Committee
whose members are Max A. Coon and Vincent Shunsky. The
Compensation Committee is responsible for                                                                    

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| |  | establishing compensation for the Companys Chief Executive
Officer, approving executive compensation levels of all other
executives and authorizing the levels and timing of bonus
payments. In addition, this committee is responsible for
administering the Companys Stock Option Plans, including
designating the recipients and terms of specific option grants.
The Compensation Committee met one time during the period ended
December 31, 2001 to establish compensation criteria and levels
and to grant options. The Company does not have a standing
nominating committee.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




EXECUTIVE OFFICERS



| |  | The following table sets forth information concerning the
Executive Officers of the Company.
| |  | --------------------------------------------------------------------------------------------

|                  |  |                                                                                                                                                   |  |     |    |  |                |           |      | 
|----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- | -- |  | -------------- | --------- | ---- | 
|                  |  | Present Position with the Company                                                                                                                 |  |     |    |  |                | Served as |     
|Name              |  | and Principal Occupation                                                                                                                          |  | Age |    |  | Director Since |          
|                  |  |                                                                                                                                                   |  |     |    |  |                |          
|Charles J. Drake  |  | Chairman of the Board
and Chief Executive Officer
of Integral Vision, Inc.                                                                        |  |     | 61 |  |                |           | 1978 | 
|                 
|Mark R. Doede     |  | President and Chief Operating
Officer of Integral Vision, Inc.                                                                                    |  |     | 44 |  |                |           | 1989 | 
|                 
|Arthur D. Harmala |  | Vice President of Marketing
of Integral Vision, Inc.                                                                                              |  |     | 58 |  |                |           | 1995 | 
|                 
|Max A. Coon       |  | Secretary and
Vice Chairman of the
Board of Integral Vision, Inc.;
President and Chairman
of the Board of Maxco, Inc.                             |  |     | 67 |  |                |           | 1978 | 
|                 
|Vincent Shunsky   |  | Treasurer, acting Chief Financial
Officer and Director of Integral
Vision, Inc.; Treasurer,
Vice President of Finance and
Director of Maxco, Inc. |  |     | 53 |  |                |           | 1978 | 



| |  | All of the foregoing officers of the Company have been engaged in
the principal occupations specified above for the previous five
years except as stated above and as follows:                                                                                                                                    
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Mark R. Doede was appointed as President and Chief Operating
Officer of the Company in February 1998. Prior to that time, Mr.
Doede served as Vice President and Chief Operating Officer of the
Welding Products Division of the Company since 1996 and served the
Company in various other capacities since 1980.




Compliance with Reporting Requirements



| |  | Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys Directors and Executive Officers or beneficial owners of
over 10% of any class of the Companys equity securities to file
certain reports regarding their ownership of the Companys
securities or any changes in such ownership. During the year
ended December 31, 2001, all required reports were filed in a
timely manner.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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ITEM 11. Executive Compensation



| |  | Compensation Committee Interlocks and Insider Participation                                                                                                                                                                                                                                                                                                                                    
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Compensation Committee of the Board of Directors (the
Committee) consists of Max A. Coon and Vincent Shunsky. Messrs.
Coon and Shunsky, although officers of the Company, are also
officers and directors of Maxco, Inc., are paid by Maxco, Inc. and
receive no compensation from the Company. Mr. Charles J. Drake,
the Companys Chief Executive Officer, is a director of Maxco,
Inc.
|
| |  | Overview and Philosophy                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | The Committee is responsible for developing and making
recommendations to the Board with respect to the Companys
executive compensation policies. In addition, the Compensation
Committee, pursuant to authority delegated by the Board,
determines on an annual basis the compensation to be paid to the
Chief Executive Officer and each of the other executive officers
of the Company.    
|
| |  | The objectives of the Companys executive compensation program are
to:                                                                                                                                                                                                                                                                                                                         



| |  |  | Support the achievement of desired Company performance.                                                                                                                                                  
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | Provide compensation that will attract and retain
superior talent and reward performance.                                                                                                                
| |  |  | Align the executive officers interests with the
success of the Company by placing a portion of pay at risk,
with payout dependent upon corporate performance, and through
the granting of stock options.



| |  | The executive compensation program provides an overall level of
compensation opportunity that is competitive with companies of
comparable size and complexity. The Compensation Committee will
use its discretion to set executive compensation where, in its
judgment, external, internal or an individuals circumstances
warrant it.                                                                                      
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Executive Officer Compensation Program                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | The Companys executive officer compensation program is comprised
of base salary, long-term incentive compensation in the form of
stock options, and various benefits, including medical and
deferred compensation plans, generally available to employees of
the Company.                                                                                                                                                   
|
| |  | Base Salary                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Due to the Companys circumstances, base salary levels for the
Companys executive officers were unchanged from the prior year.                                                                                                                                                                                                                                                                                              
|
| |  | Stock Option Program                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | The stock option program is the Companys long-term incentive plan
for executive officers and key employees. The objectives of the
program are to align executive and shareholder long-term interests
by creating a strong and direct link between executive pay and
shareholder return, and to enable executives to develop and
maintain a significant, long-term stock ownership position in the
Companys common stock.   
|
| |  | In June 1999 a stock option plan allowing the issuance of options
on up to 500,000 shares of the Companys common stock was approved
by the Shareholders. This stock option plan provides for the
grant of both options intended to qualify as incentive stock
options within the meaning of Section 422A of the Internal
Revenue Code, as amended, and nonstatutory stock options which do
not qualify for such treatment.
|
| |  | The stock option plan authorizes a committee of directors to award
executive and key employee stock options, as well as options to
directors and nonemployees who are in a                                                                                                                                                                                                                                                   

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| |  | position to materially benefit the Company. Stock options are
granted at an option price equal to the fair market value of the
Companys common stock on the date of grant, have ten year terms
and can have exercise restrictions established by the committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | A stock option plan authorizing options on 500,000 shares of
common stock of the Company on substantially the same terms was
approved by the Shareholders in 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Deferred Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Effective July 1, 1986, the Company adopted a 401(k) Employee
Savings Plan. The 401(k) is a cash or deferred plan under which
employees may elect to contribute a certain portion of their
compensation which they would otherwise be eligible to receive in
cash. The Company has agreed to make a matching contribution of
20% of the employees contributions of up to 6% of their
compensation. In addition, the Company may make a profit sharing
contribution at the discretion of the Board. All full time
employees of the Company who have completed six months of service
are eligible to participate in the plan. Participants are
immediately 100% vested in all contributions. The plan does not
contain an established termination date and it is not anticipated
that it will be terminated at any time in the foreseeable future.
|
| |  | Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | The Company provides medical benefits to the executive officers
that are generally available to Company employees. In addition,
executive officers may be provided with other benefits, such as
life insurance and automobiles. The amount of perquisites, as
determined in accordance with the rules of the Securities and
Exchange Commission relating to executive compensation, did not
exceed 10% of salary for any executive officer for fiscal 2001.                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Charles J. Drake has served as the Companys Chief Executive
Officer since 1978. His base salary for the 2001 year was
$160,000. No bonus was paid to Mr. Drake for 2001. In August
2001, the Compensation Committee determined to forgive $100,000 of
a note which Mr. Drake owed to the Company. Additionally, the
Compensation Committee agreed to provide Mr. Drake with 400,000
shares of unregistered common stock of the Company, subject to
specified restrictions on resale, which had a market value as of
the date of grant of $56,000.                                                                                                                                                                                                                                                                                                 
|
| |  | Due to the Companys circumstances, Mr. Drakes salary was
unchanged from the prior year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | The Compensation Committee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Max A. Coon
Vincent Shunsky                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Director Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Directors who are not officers of the Company receive $200 for
each meeting attended. In addition, Mr. Wallace has a consulting
agreement with the Company pursuant to which he has agreed to
provide consulting services to the Company for so long as he holds
office as a director. Mr. Wallace earned $9,600 for such
consulting services during the fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| |  | Audit Committee Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | For the year ended December 31, 2001 the board of directors
appointed an Audit Committee whose members were William B.
Wallace, Craig A. Black and Samuel O. Mallory. The Audit
Committee oversees the Companys financial reporting process on
behalf of the board of directors. Management has the primary
responsibility for the financial statements and the reporting
process including the systems of internal controls. In fulfilling
its oversight responsibilities, the committee reviewed the audited
financial statements to be included in the Companys Annual
Report with management including a discussion of the quality, not
just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
|
| |  | The committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those
audited financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the
acceptability, of the Companys accounting principles and such
other matters as are required to be discussed with the committee
under generally accepted auditing standards. In addition, the
committee has discussed with the independent auditors the
auditors independence from management and the Company including
the matters in the written disclosures required by the
Independence Standards Board.                                                                                                                                    
|
| |  | The committee discussed with the Companys independent auditors
the overall scope and plans for their respective audits. The
committee meets with the independent auditors, with and without
management present, to discuss the results of the examinations,
their evaluations of the Companys internal controls, and the
overall quality of the Companys financial reporting. The
committee held four meetings during the year ended December 31,
2001.                                                                                                                                                                                                                                                                                                                                                  
|
| |  | In reliance on the reviews and discussions referred to above, the
committee recommended to the board of directors (and the board has
approved) that the audited financial statements be included in the
Annual Report on Form 10-K for the year ended December 31, 2001
for filing with the Securities and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | William B. Wallace
Craig A. Black
Samuel O. Mallory                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

7



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| |  | Summary Compensation Table                                                                                                                                                                                                                                             
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The following table sets forth the cash and noncash compensation
for each of the last three fiscal years awarded to or earned by
the Chief Executive Officer of the Company and to the other
executive officers whose compensation for the 2001 year exceeded
$100,000:

|                            |  |      |      |  |     |              |         |     |              |  |     |         |  |     |         |   |  |           |         |  
|--------------------------- |  | ---- | ---- |  | --- | ------------ | ------- | --- | ------------ |  | --- | ------- |  | --- | ------- | - |  | --------- | ------- | -
|                            |  |      |      |  |     | Annual       |         |     | Long Term    | 
|                            |  |      |      |  |     | Compensation |         |     | Compensation | 
|                            |  |      |      |  |     |              |         |     |              | 
|                            |  |      |      |  |     |              |         |     |              |  |     |         |  |     |         |   |  | All Other |        
|                            |  |      |      |  |     | Salary       |         |     | Bonus        |  |     | Options |  |     | Comp1   |  
|                            |  |      |      |  |     |              |         |     |              |  |     |         |  |     |         |  
|Name and Principal Position |  | Year |      |  | ($) |              |         | ($) |              |  | (#) |         |  | ($) |        
|                            |  |      |      |  |     |              |         |     |              |  |     |         |  |     |        
|Charles J. Drake            |  |      | 2001 |  |     |              | 160,000 |     |              |  | 0   |         |  |     | 0       |   |  |           | 156,000 | 2
|Chief Executive Officer     |  |      | 2000 |  |     |              | 160,000 |     |              |  | 0   |         |  |     | 0       |   |  |           | 520     |  
|                            |  |      | 1999 |  |     |              | 160,000 |     |              |  | 0   |         |  |     | 350,000 | 3 |  |           | 500     |  
|Mark R. Doede               |  |      | 2001 |  |     |              | 120,000 | 4   |              |  | 0   |         |  |     | 0       |   |  |           | 100,000 | 5
|President and               |  |      | 2000 |  |     |              | 120,000 |     |              |  | 0   |         |  |     | 0       |   |  |           | 520     |  
|Chief Operating Officer     |  |      | 1999 |  |     |              | 120,000 |     |              |  | 0   |         |  |     | 100,000 |   |  |           | 500     |  
|Arthur D. Harmala           |  |      | 2001 |  |     |              | 100,000 |     |              |  | 0   |         |  |     | 0       |   |  |           | 1,200   |  
|Vice President of Marketing |  |      | 2000 |  |     |              | 100,000 |     |              |  | 0   |         |  |     | 0       |   |  |           | 1,266   |  
|                            |  |      | 1999 |  |     |              | 100,000 |     |              |  | 0   |         |  |     | 30,000  |   |  |           | 1,176   |  



---

|(1) |  | Unless otherwise indicated, compensation in this
category represents the Companys 20% match of employee
deferrals of currently earned income into the 401(k) Employee
Savings Plan.                         
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes $100,000 in forgiveness of a portion of a
note owed to the Company and $56,000 representing the fair
market value of 400,000 shares of the Companys unregistered
common stock awarded to Mr. Drake.
|   
|(3) |  | 250,000 of these options are
not exercisable until Integral Vision common stock reaches certain stated levels,
as follows:                                                                                   

|            |  |                              |         | 
|----------- |  | ---------------------------- | ------- | 
|Stock Price |  | Number of Shares Exercisable |        
|            |  |                              |        
|$6          |  |                              | 100,000 | 
|$8          |  |                              | 100,000 | 
|$10         |  |                              | 50,000  | 



|    |  | Mr. Drake relinquished options to purchase 150,000 shares in
2001 in order to permit options to be granted to other
employees. This included the 50,000 options above which
would have become exercisable when Integral Vision common
stock reached $10 and 100,000 which were granted in 1997.
In addition, Mr. Drake relinquished options to purchase an
additional 144,000 shares in January 2002, which were the
options which would have become exercisable at $8 and 44,000
of the options which would have become exercisable at $6.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | $92,769 of Mr. Doedes compensation was deferred until
February 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(5) |  | Represents $100,000 in forgiveness of a portion of a note owed
to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

8



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| |  | Options                                                                                                                                                                                                               
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The following table summarizes option grants during 2001 to the executive
officers named in the Summary Compensation Table above, and the potential
realizable value of such options at assumed rates of appreciation.

|                  |  |                   |         |   |                                     |                           |   |         |          |  |            |  |                               |                               |          |  |         |  |        |  |  |  |        | 
|----------------- |  | ----------------- | ------- | - | ----------------------------------- | ------------------------- | - | ------- | -------- |  | ---------- |  | ----------------------------- | ----------------------------- | -------- |  | ------- |  | ------ |  |  |  | ------ | 
|                  |  |                   |         |   |                                     |                           |   |         |          |  |            |  |                               | Potential Realizable Value at |         
|                  |  |                   |         |   |                                     | Option Grants During 2001 |   |         |          |  |            |  | Assumed Annual Rates of Stock |                              
|                  |  | Individual Grants |         |   | {Price Appreciation for Option Term |                          
|                  |  |                   |         |   |                                     |                          
|                  |  |                   |         |   |                                     | % of Total                |   |         |          |  |            |  |                               |                               |          |  |         |  |        |  |  |  |       
|                  |  |                   |         |   |                                     | Options                   |   |         | Exercise |  |            |  |                               |                               |          |  |         |  |        |  |  | 
|                  |  | Options           |         |   | Granted to                          |                           |   | or Base |          |  |            |  |                               |                               |          |  |         |  |        |  | 
|                  |  | Granted           |         |   | Employees in                        |                           |   | Price   |          |  | Expiration |  |                               |                               |          |  |         |  |        | 
|Name              |  | (#)               |         |   | Fiscal Year                         |                           |   | ($/Sh)  |          |  | Date       |  |                               | 5% ($)                        |          |  | 10% ($) | 
|                  |  |                   |         |   |                                     |                           |   |         |          |  |            |  |                               |                               |          |  |         | 
|Charles J. Drake  |  |                   | 0       | 1 |                                     |                           |   |         |          |  |            |  |                               |                               |          |  |         |  |        |  |  |  |        | 
|Mark R. Doede     |  |                   | 100,000 |   |                                     | 29.9                      | % |         |          |  | 0.14       |  |                               |                               | 08-01-11 |  |         |  | 23,383 |  |  |  | 40,152 | 
|Arthur D. Harmala |  |                   | 40,000  |   |                                     | 11.9                      | % |         |          |  | 0.14       |  |                               |                               | 08-01-11 |  |         |  | 9,353  |  |  |  | 16,061 | 



---

|(1) |  | Mr. Drake relinquished options to purchase 150,000 shares to permit
options to be granted to other employees.
|--- |  | -------------------------------------------------------------------------------------------------------------



|The following table summarizes the value of the options held by the executive
officers named in the Summary Compensation Table above as of December 31, 2001.
No options were exercised by such persons during 2001.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Year End Option Values

|                  |  |               |                 |   |               |          |     | 
|----------------- |  | ------------- | --------------- | - | ------------- | -------- | --- | 
|                  |  |               |                 |   |               | Value of |    
|                  |  | Number of     |                 |   | Unexercised   |         
|                  |  | Unexercised   |                 |   | In-the-Money  |         
|                  |  | Options at    |                 |   | Options at    |         
|                  |  | FY-End        |                 |   | FY-End        |         
|                  |  |               |                 |   |               |         
|                  |  | Exercisable/  |                 |   | Exercisable/  |         
|Name              |  | Unexercisable |                 |   | Unexercisable |         
|                  |  |               |                 |   |               |         
|Charles J. Drake  |  |               | 150,000/200,000 | 1 |               | $        | 0/0 | 
|Mark R. Doede     |  |               | 226,000/0       |   |               | $        | 0/0 | 
|Arthur D. Harmala |  |               | 104,000/0       |   |               | $        | 0/0 | 



---

|(1) |  | These options are not exercisable until Integral Vision common
stock reaches certain stated levels, as follows:
|--- |  | ---------------------------------------------------------------------------------------------------------------

|            |  |                              |  | 
|----------- |  | ---------------------------- |  | 
|Stock Price |  | Number of Shares Exercisable | 
|            |  |                              | 
|$6          |  | 100,000                      |  | 
|$8          |  | 100,000                      |  | 



| |  | In January 2002, Mr. Drake relinquished the options to acquire 100,000
shares which would have become exercisable at $8 and 44,000 of the
remaining options which would have become exercisable at $6.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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ITEM 12. Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 31, 2002 regarding the
beneficial ownership of the Companys Common Stock by (i) the Principal
Shareholder (Maxco, Inc.), (ii) the only other beneficial owners of more than
5% of the Companys outstanding stock that are known to the Company, (iii) each
of the Companys Directors, (iv) each of the Companys Executive Officers
listed in the Summary Compensation Table, above, and (v) all Officers and
Directors of the Company as a group.




Amount and Nature of Beneficial Ownership

|                                                                                                                       |  |                  |           |    |                   |  |         |         |  |  |       |  
|---------------------------------------------------------------------------------------------------------------------- |  | ---------------- | --------- | -- | ----------------- |  | ------- | ------- |  |  | ----- | -
|                                                                                                                       |  | Sole Voting and  |           |    | Shared Voting and |  |         |         |  | 
|                                                                                                                       |  | Investment Power |           |    | Investment Power  |  |         | Percent | 
|                                                                                                                       |  |                  |           |    |                   |  |         |         | 
|Maxco, Inc.
1118 Centennial Way
Lansing, MI 48917                                                                      |  |                  | 2,673,663 | 1  |                   |  |         |         |  |  | 27.11 | %
|State Street Bank and Trust Company
as Trustee of the Textron Master Trust
One Enterprise Drive
North Quincy, MA 02171 |  |                  | 1,287,054 | 2  |                   |  |         |         |  |  | 12.01 | %
|J.N. Hunter
Industrial Boxboard Corporation
2249 Davis Court
Hayward, California 94545                                 |  |                  | 230,000   | 3  |                   |  | 719,353 | 3       |  |  | 9.27  | %
|Charles J. Drake                                                                                                       |  |                  | 1,691,500 | 4  |                   |  |         |         |  |  | 15.92 | %
|Max A. Coon                                                                                                            |  |                  | 474,500   | 5  |                   |  |         |         |  |  | 4.96  | %
|Mark R. Doede                                                                                                          |  |                  | 255,136   | 6  |                   |  |         |         |  |  | 2.64  | %
|Arthur D. Harmala                                                                                                      |  |                  | 106,000   | 7  |                   |  |         |         |  |  | 1.11  | %
|Vincent Shunsky                                                                                                        |  |                  | 21,183    | 5  |                   |  | 2,000   |         |  |  | *     |  
|Craig A. Black                                                                                                         |  |                  | 20,000    | 8  |                   |  |         |         |  |  | *     |  
|Samuel O. Mallory                                                                                                      |  |                  | 28,000    | 9  |                   |  |         |         |  |  | *     |  
|William B. Wallace                                                                                                     |  |                  | 21,000    | 10 |                   |  | 3,000   |         |  |  | *     |  
|All Directors and Officers
as a Group (8 persons)                                                                      |  |                  | 2,617,319 | 11 |                   |  | 5,000   |         |  |  | 23.55 | %

* Beneficial ownership does not exceed 1%.



|(1) |  | Includes warrants for the purchase of 433,058 shares of Integral
Vision Common Stock.                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Represents warrants for the purchase of Integral Vision Common
Stock.                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(3) |  | Includes warrants for the purchase of 814,353 shares of Integral
Vision Common Stock, including warrants for the purchase of 150,000
shares held by Industrial Boxboard Corporation, of which Mr. Hunter and
his spouse are the sole shareholders, and warrants for the purchase of
514,353 shares held by the corporations Employee Profit Sharing Plan,
of which Mr. and Mrs. Hunter are the sole trustees. In addition, the
corporation holds 4,000 shares of the Integral

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##### Table of Contents



|     |  | Vision common stock and 51,000 shares are held by the Employee Profit
Sharing Plan. The balance of the shares and warrants are held by Mr.
Hunter in his IRA.                                                                                                                                                                                                                                                                                            
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(4)  |  | Includes 150,000 shares on which Mr. Drake holds options which he
is eligible to exercise and warrants for the purchase of 1,050,000
shares of Integral Vision Common Stock.                                                                                                                                                                                                                                                                             
|    
|(5)  |  | Includes warrants for the purchase of 150,000 shares of Integral
Vision stock held by Mr. Coon as custodian under the Uniform Transfers
to Minors Act. Does not include shares of the Company held by Maxco,
Inc., of which Mr. Coon is the President and Chairman of the Board and
the owner of 31.3% of its common stock, or shares of the Company held
by the Maxco, Inc. Employee Profit Sharing Plan of which Messrs. Coon
and Shunsky are trustees.
|    
|(6)  |  | Includes 226,000 shares on which Mr. Doede holds options which he
is eligible to exercise.                                                                                                                                                                                                                                                                                                                                                               
|    
|(7)  |  | Includes 104,000 shares on which Mr. Harmala holds options which he
is eligible to exercise.                                                                                                                                                                                                                                                                                                                                                             
|    
|(8)  |  | Represents 20,000 shares on which Mr. Black holds options which he
is eligible to exercise.                                                                                                                                                                                                                                                                                                                                                              
|    
|(9)  |  | Includes 10,000 shares on which Dr. Mallory holds options which he
is eligible to exercise.                                                                                                                                                                                                                                                                                                                                                              
|    
|(10) |  | Includes 2,000 shares on which Mr. Wallace holds options which he
is eligible to exercise.                                                                                                                                                                                                                                                                                                                                                               
|    
|(11) |  | Includes 512,000 shares on which six officers or directors hold
options which they are eligible to exercise and warrants for the
purchase of 1,200,000 shares of Integral Vision Common Stock held by
two officers.                                                                                                                                                                                                                                      

ITEM 13. Certain Relationships and Related Transactions



| |  | Transactions With Management and Others                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Charles J. Drake, the Chairman and CEO of the Company, was
indebted to the Company during 2001, with the largest aggregate
amount of such indebtedness being $412,911. This debt was
incurred by Mr. Drake in order to exercise options to purchase
150,000 shares of the Companys common stock and to satisfy
certain personal obligations and is evidenced by promissory notes
bearing interest at 9%. At March 31, 2002, the amount of this
indebtedness was $22,629.
|
| |  | Mark R. Doede, the President and COO of the Company, was indebted
to the Company during 2001 with the largest aggregate amount of
such indebtedness being $280,162. This debt was incurred by Mr.
Doede in order to satisfy certain personal obligations and is
evidenced by a promissory note bearing interest at 9%. At March
31, 2002, the amount of this indebtedness was $67,527.                                                                                   
|
| |  | Maxco, Inc., the Companys principal shareholder, advanced the
Company $138,855 in 2001 to permit the Company to meet its
obligations. This loan is evidenced by a written document and
provides for interest at the rate of prime plus 0.5%. The Company
believes that the terms of this transaction are at least as
favorable as it could obtain from outside sources.                                                                                                 

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SIGNATURES

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

|     |             |  |                       |                                                                                               
|---- | ----------- |  | --------------------- | ----------------------------------------------------------------------------------------------
|Date | May 7, 2002 |  | INTEGRAL VISION, INC.
|    
|     |             |  |                       | By /S/ VINCENT SHUNSKYVincent Shunsky, Treasurer and Director
(Acting Chief Financial Officer)

12