UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. *
Under the Securities Exchange Act of 1934
Invision Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
461851107
(CUSIP Number)
George Travers
Perry Corp.
599 Lexington Avenue
New York, NY 10022
(212) 583-4000
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 18, 2004
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 3d-1(f), or 13d-1(g), check the following
box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Perry Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2 (d) or 2 (e)
[__]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF 1,025,998(1)
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH NONE
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,025,998(1)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,025,998(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [__]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.93%
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14 TYPE OF REPORTING PERSON*
IA, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) Perry Corp. beneficially owns 495,998 shares of Common Stock and Options
to purchase 530,000 shares of Common Stock.
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard C. Perry
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2 (d) or 2 (e)
[__]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,025,998(1) (all shares beneficially owned by Perry Corp.)
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH NONE
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,025,998(1) (all shares beneficially owned by Perry Corp.)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,025,998(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [__]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.93%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN, HC
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) Perry Corp. beneficially owns 495,998 shares of Common Stock and Options
to purchase 530,000 shares of Common Stock.
ITEM 1. SECURITY AND ISSUER:
This statement on Schedule 13D relates to shares of common stock,
$0.001 par value per share of Invision Technologies, Inc., a Delaware
corporation (the "Issuer") acquired by private investment funds managed by Perry
Corp. (the "Common Stock") and Common Stock underlying stock options acquired by
private investment funds managed by Perry Corp. (the "Options"). The principal
executive offices of the Issuer are located at 7151 Gateway Boulevard, Newark,
CA 94560.
ITEM 2. IDENTITY AND BACKGROUND:
This statement on Schedule 13D is filed on behalf of Perry Corp., a
New York corporation, and Richard C. Perry, an American citizen. Perry Corp. is
a registered investment adviser that provides asset management services to
private investment funds. Richard C. Perry is the President, sole director, and
sole stockholder of Perry Corp. The address of Perry Corp. and Richard C. Perry
is 599 Lexington Avenue, New York, NY 10022. A joint filing agreement of Perry
Corp. and Richard C. Perry is attached hereto as Exhibit A.
The names, citizenship, business addresses and principal occupations
of each of the directors and executive officers of Perry Corp. (other than
Richard C. Perry) are set forth in Schedule B, which is incorporated herein by
reference.
During the last five years, neither Perry Corp., Richard C. Perry,
nor any of the persons listed in Schedule B has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The transactions reported hereunder with respect to the Common Stock
and Options purchased or sold by the reporting persons were consummated by two
or more private investment funds for which Perry Corp. acts as a general partner
and/or investment adviser. The source of funds for the purchase transactions was
the working capital of such investment funds. As set forth on Exhibit B, (i) the
total purchase price for the Options purchased within the last 60 days was
$67,000.00; (ii) the total purchase price for the Common Stock purchased within
the last 60 days was $3,668,540.00; and (iii) the total sales price for the
Common Stock sold within the last 60 days was $15,870,638.44.
ITEM 4. PURPOSE OF TRANSACTION:
The Common Stock and Options were acquired for arbitrage, investment
and proprietary trading purposes in the ordinary course of business by two or
more private investment funds managed by Perry Corp. Perry Corp. and/or Richard
C. Perry reserve the right to sell shares of Common Stock and/or Options or to
acquire additional shares or options in open market transactions or otherwise.
Perry Corp. and/or Richard C. Perry have no plans or proposals which
would relate to or would result in any of the actions to be described in Item 4
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a)-(b) Perry Corp. is the indirect beneficial owner of 495,998
shares of Common Stock and Options to purchase 530,000 additional shares of
Common Stock, which taken together constitutes approximately 5.93% of the
Issuer's outstanding shares of Common Stock, based upon 17,298,000 shares of
Common Stock outstanding as of March 18, 2004. Perry Corp. has sole power to
vote and sole power to dispose of the Common Stock, the Options and the
Common Stock underlying such Options. By virtue of his position as President and
sole stockholder of Perry Corp., Richard C. Perry may be considered to
indirectly beneficially own such Options. Richard C. Perry disclaims any
beneficial ownership interest of the Common Stock and the Options held by any
funds for which Perry Corp. acts as the general partner and/or investment
adviser, except for that portion of such Common Stock that relates to his
economic interest in such Common Stock.
(c) See Exhibit B attached hereto. All of the transactions in the
Common Stock and Options set forth on Exhibit B were consummated by private
investment funds for which Perry Corp. acts as a general partner and/or
investment adviser within 60 days of the event which triggered the filing of
this Schedule 13D. All transactions in the Options were open market
transactions.
(d) The limited partners of (or investors in) each of two or more
private investment funds for which Perry Corp. acts as general partner and/or
investment adviser have the right to participate in the receipt of dividends
from, or proceeds from the sale of, the Options held for the accounts of their
respective funds in accordance with their respective limited partnership
interests (or investment percentages) in their respective funds.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER:
Except for the arrangements described in Item 5 above, to the best
knowledge of Perry Corp., there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between the persons enumerated in Item 2
and any other person with respect to any securities of the Issuer, including but
not limited to, transfer or voting of any of the Common Stock, the Options or
the Common Stock underlying such Options, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A -- Agreement between Perry Corp. and Richard C. Perry to file
this statement jointly on behalf of each of them.
Exhibit B -- List of transactions in Issuer's Common Stock taking place
during the 60 day period preceding this filing.
Schedule A -- Executive Officers and Directors of Perry Corp. (other
than Richard C. Perry).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PERRY CORP.
Dated: March 23, 2004
New York, New York By: /s/ Randall Borkenstein
----------------------------------
Name: Randall Borkenstein
Title: Chief Financial Officer
Dated: March 23, 2004
New York, New York /s/ Richard C. Perry
----------------------------------
Richard C. Perry
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Invision
Technologies, Inc., and hereby affirm that such Schedule 13D is being filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The
undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information
concerning him or it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such information is
inaccurate.
PERRY CORP.
Dated: March 23, 2004
New York, New York By: /s/ Randall Borkenstein
-------------------------------
Name: Randall Borkenstein
Title: Chief Financial Officer
Dated: March 23, 2004
New York, New York /s/ Richard C. Perry
-------------------------------
Richard C. Perry
EXHIBIT B
List of Transactions
Options
Trade Date Transaction Quantity Price
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3/17/2004 BUY 500,000(2) $ 0.15
3/18/2004 BUY 30,000(2) 0.125
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Total Purchase Price: $67,000.00
Common Stock
Trade Date Transaction Quantity Price
----------------------------------------------------------------------
1/20/2004 BUY 50,000 $ 34.26
2/24/2004 BUY 10,000 34.33
2/24/2004 BUY 10,000 35.08
3/1/2004 BUY 10,000 35.52
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Total Purchase Price: $3,668,540.00
Common Stock
Trade Date Transaction Quantity Price
----------------------------------------------------------------------
3/11/2004 SELL 7,702 42.22
3/17/2004 SELL 150,000 49.52
3/17/2004 SELL 50,000 49.60
3/18/2004 SELL 112,300 50.20
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Total Sales Price: $15,870,638.44
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(2) The number of shares of Common Stock which may be purchased by Perry Corp.
upon the full exercise of the Options.
SCHEDULE A
Executive Officers of Perry Corp. (other than Richard C. Perry)
Name & Principal Occupation Citizenship Business Address
--------------------------- ----------- ---------------
Randall Borkenstein, USA c/o Perry Corp.
Chief Financial Officer of Perry Corp. 599 Lexington Avenue
36th Floor
New York, NY 10022
William J. Vernon, USA c/o Perry Corp.
Secretary of Perry Corp. 599 Lexington Avenue
36th Floor
New York, NY 10022
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