8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2005

ACUITY CIMATRIX, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	0-8623	11-2400145
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No. )

486 AMHERST STREET

NASHUA, NEW HAMPSHIRE 03063

(Address of principal executive offices)

Registrant’s telephone number: (603) 598-8400

Robotic Vision Systems, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On October 3, 2005, Acuity CiMatrix, Inc., f/k/a Robotic Vision Systems, Inc. (the “Company” ), completed the previously announced sale of substantially all of its operating assets, including machinery and equipment, inventory, intellectual property, and certain leases and contracts (the “Purchased Assets”) to Siemens Energy and Automation, Inc. (“Siemens”). Acting under the Order Approving Debtor’s Motion for Order (A) Approving the Sale of Assets of Debtor Acuity CiMatrix, Inc. to Siemens Energy and Automation, Inc. or Such Other Winning Bidder Free and Clear of all Liens, Claims, Interests and Encumbrances; (B) Approving and Authorizing the Assumption and Assignment of the Assumed Contracts; and (C) Granting Related Relief, entered on September 27, 2005 (the “Sale Order”) by the U.S. Bankruptcy Court for the District of New Hampshire (the “Court”), the sale of the Purchased Assets was made on the terms of an Asset Purchase and Sale Agreement (the “Asset Purchase and Sale Agreement”) dated as of August 26, 2005. A copy of the Asset Purchase and Sale Agreement (without the schedules thereto) is included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 31, 2005.

After price adjustments based on the level of accounts receivable, accounts payable and current inventory at closing, and other adjustments made under the Asset Purchase and Sale Agreement, the Company received $22,606,709 in cash for the Purchased Assets, including the $2,300,000 deposit previously paid by Siemens. Further adjustments may be made within 60 days of the closing based on a final determination of accounts receivable, accounts payable and inventory to be prepared by Siemens. Siemens also assumed and agreed to pay obligations and liabilities going forward under the assumed contracts, liabilities arising after the closing related to the ownership of the Purchased Assets, liability under the WARN Act, warranties made by the Company on products made by the Company in the ordinary course of business, and all post-petition accounts payable. Assets excluded from this sale included cash and cash receivables, prepayments and notes receivable, tax refunds relating to periods prior to the closing, corporate records, contracts not assumed, insurance policies and benefits thereunder, intercompany claims and receivables, amounts still due relating to the sale of the assets of the Semiconductor Equipment Group division (the “SEG Assets”) and certain rights and claims of the Company relating to fraudulent conveyance, preference actions and various other types of actions.

In accordance with the terms of the Sale Order, the Company used the cash proceeds from the sale to pay (a) $137,036 to cure defaults in executory contracts being assigned to Siemens, (b) $60,000 to Timothy P. White for settlement of a dispute relating to royalty rights, (c) $231,000 in key employee retention payments approved by the Court in its Order Authorizing Debtor to Enter Into Employee Retention and Severance Agreements entered by the Court on June 27, 2005, and (d) $2,161,469 owed to counsel for the Company, professionals retained by the Official Committee of Unsecured Creditors, the Examiner and Houlihan Lokey Howard & Zukin Capital Inc., as financial advisor and investment banker to the Company, in accordance with the Third Order Amending and Extending Order Authorizing Use Of Cash Collateral entered by the Court on April 25, 2005 (the “Third Cash Collateral Order”). The Company paid $14,304,216 from the remaining proceeds to its prepetition secured lender, RVSI Investors, L.L.C (the “Lender”), under the terms of the Third Cash Collateral Order. The Company escrowed another $1 million of the sale proceeds in connection with a dispute with the Lender over claims the Lender has asserted under section 506(b) of the Bankruptcy Code.

ITEM 8.01 OTHER EVENTS.

The Company is filing with this Current Report a copy of its Monthly Operating Reports for the monthly period ended August 31, 2005 it filed on October 3, 2005 with the United States Trustee in connection with its pending cases (No. 04-14151-JMD and 04-14152-JMD) under Chapter 11 of the U.S. Bankruptcy Code in the Court. The Monthly Operating Reports do not include pro forma information regarding the sale of assets described in Item 2.01 above, which occurred after the close of the periods and dates of such Monthly Operating Reports. As previously reported, the Company intends to file under cover of Form 8-K its Monthly Operating Reports to the bankruptcy court in lieu of Forms 10-K and 10-Q until such time, if any, as the Company has a plan of reorganization confirmed by the bankruptcy court.

As previously reported in the Company’s Current Report on Form 8-K filed on March 30, 2005, the Company completed the sale of the SEG Assets on March 23, 2005.

CAUTIONARY STATEMENT REGARDING FINANCIAL AND OPERATING DATA

The Company cautions readers not to place undue reliance upon the information contained in the Monthly Operating Reports, which contain unaudited information and are in a format prescribed by applicable bankruptcy law. The Monthly Operating Reports are not prepared in accordance with generally accepted accounting principles and do not accurately reflect the financial condition of the Company on a GAAP basis. The Monthly Operating Reports are presented on a basis which (i) consolidates the results and financial condition of the Company and certain of its subsidiaries other than Auto Image ID, Inc. (which are not subject to the Chapter 11 proceedings), and (ii) presents the unconsolidated results and financial condition of Auto Image ID, Inc. Due to various dispositions of assets by the Company, the curtailment of various operations and other factors caused by the bankruptcy process, the comparability of recent operating results and balance sheet information with historical results and information, has been materially affected. The Monthly Operating Reports may be subject to revision.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements - None

(b) Pro Forma Financial Information – The Company is unable to prepare and file required pro forma financial statements reflecting the sale of the Purchased Assets, due to constraints on its resources resulting from its bankruptcy proceedings. Among other things, the Company does not have financial statements as of a recent date which were prepared in accordance with generally accepted accounting principles (“GAAP”). Since filing for protection under Chapter 11, the Company has filed with the Securities and Exchange Commission in lieu of its Annual and Quarterly Reports on Forms 10-K and 10-Q, its monthly operating reports to the Court. These reports have been prepared in accordance with the requirements of the Bankruptcy Code and are not prepared in accordance with GAAP.

(c) Exhibits:

Exhibit No.	Description
99.1	Monthly Operating Reports for the monthly period ended August 31, 2005 filed with the United States Trustee In re Robotic Vision Systems, Inc., Cases No. 04-14151-JMD and 04-14152-JMD

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 7, 2005

ACUITY CIMATRIX, INC.
By:	/S/    FREDERICK H. VAN ALSTYNE
Name:	Frederick H. Van Alstyne
Title:	President

3

EXHIBIT INDEX

No.	Item
99.1	Monthly Operating Reports for the monthly period ended August 31, 2005 filed with the United States Trustee In re Robotic Vision Systems, Inc., Cases No. 04-14151-JMD and 04-14152-JMD

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW HAMPSHIRE

In re	Robotic Vision Systems, Inc.	Case No.	04-14151-JMD
		Reporting Period	Aug. 31, 2005

MONTHLY OPERATING REPORT

Complete and submit to the United States Trustee within 15 days after end of month

Submit copy of report to any official committee appointed in the case

	Form No.	Document Attached	Explanation Attached
REQUIRED DOCUMENTS
Monthly Reporting Questionnaire	MOR-1	X
Schedule of Cash Receipts and Disbursements	MOR-2	X
Copies of Debtor’s Bank Reconciliations		X
Copies of Debtor’s Bank Statements		X
Copies of Cash Disbursements Journals		X
Statement of Operations	MOR-3	X
Balance Sheet	MOR-4	X
Schedule of Post-Petition Liabilities	MOR-5	X
Copies of IRS Form 6123 or payment receipt		N/A
Copies of tax returns filed during reporting period		N/A
Detailed listing of aged accounts payables		X
Accounts Receivable Reconciliation and Aging	MOR-6	X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and all attachments are true and correct to the best of my knowledge and belief.

Signature of Debtor	Date
Signature of Joint Debtor	Date
Signature of Authorized Individual*	Date
Printed Name of Authorized Individual	Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if the debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

COVER PAGE

9/04

Robotic Vision Systems, Inc.	Case No.	04-14151-JMD
Debtor	Reporting Period	Aug. 31, 2005

MONTHLY REPORTING QUESTIONNAIRE

	Yes	No
Must be completed each month
1.      Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below*.		X
2.      Have any funds been disbursed from any account other than a debtor-in-possession account this reporting period? If yes, provide an explanation below.		X
3.      Have any payments been made on pre-petition debt, other than payments in the normal course to secured creditors or lessors? If yes, attach listing including date of payment, amount of payment, and name of payee. (See below)	X
4.      Have any payments been made to professionals? If yes, attach listing including date of payment, amount of payment, and name of payee. (See listing below.)	X
5.      If the answer to question 3 and/or 4 is yes, were all such payments approved by the Court?	X
6.      Have any payments been made to officers, insiders, shareholders, or relatives? If yes, attach listing including date of payment, amount and reason for payment, and name of payee.		X
7.      Have all postpetition tax returns been timely filed? If no, provide an explanation below.	N/A
8.      Is the estate current on the payment of post-petition taxes?	X
9.      Is the estate insured for the replacement cost of assets and for general liability? If no, provide an explanation below.	X
10.    Is workers’ compensation insurance in effect?	X
11.    Have all current insurance payments been made? Attach copies of all new and renewed insurance policies.	X
12.    Are a plan and disclosure statement on file?		X
13.    Was there any post-petition borrowing during this reporting period?		X

* Sale of the SEG division and Vanguard

Payments to Professionals and expenses:

8/15/05 - Marotta Gund Budd & Dzera, LLC - $164,197.77 Previous month charges

8/23/05 - Borden Ladner Gervais - $2,490.00

8/23/05 - Ogilvy Swabey - $681.77

8/15/05 - Withers and Rogers - $4,519.90

8/25/05 - Bankruptcy Services, Inc. - $2,564.21

Pre-Petition payments:

Earned time- $14,030.82 paid on 8/4, 8/11, 8/18, 8/25

MOR-1

9/04

Robotic Vision Systems, Inc.	Case No.	04-14151-JMD
Debtor	Reporting Period	Aug. 31, 2005

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

Amounts reported should be per the debtor’s books not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date petition was filed. Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page.

A bank reconciliation must be attached for each account.

	Operational	Payroll	BANK ACCOUNTS		Total
(IN THOUSANDS)			Tax	Other
CASH BEGINNING OF MONTH	575				575
RECEIPTS
CASH SALES					—
ACCOUNTS RECEIVABLE	2,089				2,089
LOANS AND ADVANCES					—
SALE OF ASSETS*					—
OTHER (ATTACH LIST)	13				13
TRANSFERS (FROM DIP ACCTS)					—
TOTAL RECEIPTS	2,102				2,102
DISBURSEMENTS
NET PAYROLL	515				515
PAYROLL TAXES	197				197
SALES, USE & OTHER TAXES	11				11
INVENTORY PURCHASES	596				596
SECURED/RENTAL/LEASES	87				87
INSURANCE	182				182
ADMINISTRATIVE	61				61
SELLING					—
OTHER (ATTACH LIST) - see below	135				135
OWNER DRAW *					—
TRANSFERS (TO DIP ACCTS)					—
PROFESSIONAL FEES	174				174
U.S. TRUSTEE QUARTERLY FEES					—
COURT COSTS					—
TOTAL DISBURSEMENTS	1,958				1,958
NET CASH FLOW (RECEIPTS LESS DISBURSEMENTS)	144				144
CASH - END OF MONTH	719				719

* COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE

THE FOLLOWING SECTION MUST BE COMPLETED

DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES:

TOTAL DISBURSEMENTS

LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS

PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts)

TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES

Other Receipts
COBRA/ Refunds	13
Total	13
Other Disbursements
Freight	13
Legal	30
R&D related	20
Other-includes petty cash	2
401k	49
SEG	15
Bank fees	6
Total	135

MOR-2

9/04

Robotic Vision Systems, Inc.	Case No.	04-14151-JMD
Debtor	Reporting Period	Aug. 31, 2005

STATEMENT OF OPERATIONS (IN THOUSANDS)

(Income Statement)

The Statement of Operations is to be prepared on an accrual basis. The accrual basis of accounting recognizes revenue when it is realized and expenses when they are incurred, regardless of when cash is actually received or paid.

	Month		Cumulative Filing to Date
REVENUES
Gross Revenues	1,757		17,706
Less: Returns and Allowances			—
Net Revenue	1,757		17,706
COST OF GOODS SOLD
Beginning Inventory	2,482		18,303
Add: Purchases	685		5,765
Add: Cost of Labor	35		511
Add: Other Costs (attach schedule)	141		1,882
Less: Ending Inventory	2,465		16,713
Cost of Goods Sold	878		9,748
Gross Profit	879		7,958
OPERATING EXPENSES
Sales and Marketing Support	73		440
Auto and Truck Expense	1		4
Bad Debts			46
Contributions			—
Employee Benefits Programs	112		954
Insider Compensation*			—
Insurance	43		435
Management Fees/Bonuses			—
Office Expense	1		21
Pension & Profit-Sharing Plans			—
Repairs and Maintenance	3		40
Rent and Lease Expense	46		848
Salaries/Commissions/Fees	472		6,270
Supplies	19		95
Taxes - Payroll	9		83
Taxes - Real Estate			—
Taxes - Other	(0	)	185
Travel and Entertainment	18		402
Utilities	29		270
Other (attach schedule)	(49	)	911
Total Operating Expenses Before Depreciation	777		11,004
Depreciation/Depletion/Amortization	22		635
Net Profit (Loss) Before Other Income & Expenses	80		(3,681	)
OTHER INCOME AND EXPENSES
Other Income (attach schedule)			(85	)
Interest Expense	544		4,636
Other Expense (attach schedule)	267		801
Net Profit (Loss) Before Reorganization Items	(731	)	(9,203	)
REORGANIZATION ITEMS
Professional Fees	307		4,328
U.S. Trustee Quarterly Fees	—		—
Interest Earned on Accumulated Cash from Chapter 11 (see continuation sheet)	—		—
(Gain) Loss from Sale of Equipment	—		12,774
Other Reorganization Expenses (attach schedule)	—		—
Total Reorganization Expenses	307		17,102
Income Taxes	—		—
Net Profit (Loss)	(1,038	)	(26,305	)

* “Insider” is defined in 11 U.S.C. Section 101(31).

MOR-3

9/04

Robotic Vision Systems, Inc.	Case No.	04-14151-JMD
Debtor	Reporting Period	Aug. 31, 2005

STATEMENT OF OPERATIONS (IN THOUSANDS) - continuation sheet

	Month		Cumulative Filing to Date
BREAKDOWN OF “OTHER” CATEGORY
Other Costs
Overhead portion of cost of sales	141		1,881
Other Operational Expenses
cap software adds-reduction to R&D expense	(74	)	(147	)
various	(12	)	(20	)
Audit accrual			379
Bank Charges	5		371
Director Fees			6
Stock Admin Fees	2		12
Legal Expenses	26		124
Public Reporting	3		34
Relocation			3
Freight	0		29
Consulting accrual	0		119
Total	(49	)	910
Other Income
Royalty Payment			(85	)
Other Expenses
Corporate Cross Charge	267		801
Other Reorganization Expenses

Reorganization Items - Interest Earned on Accumulated Cash from Chapter 11:

Interest earned on cash accumulated during the chapter 11 case, which would not have been earned but for the bankruptcy proceeding, should be reported as a reorganization item.

MOR-3

9/04

Robotic Vision Systems, Inc.	Case No.	04-14151-JMD
Debtor	Reporting Period	Aug. 31, 2005

BALANCE SHEET (IN THOUSANDS)

The Balance Sheet is to be completed on an accrual basis only. Pre-petition liabilities must be classified separately from postpetition obligations.

	BOOK VALUE AT END OF CURRENT REPORTING MONTH		BOOK VALUE ON PETITION DATE
ASSETS
CURRENT ASSETS
Unrestricted Cash and Equivalents	683		166
Restricted Cash and Cash Equivalents			—
Accounts Receivable (Net)	2,902		10,056
Notes Receivable			—
Inventories	2,465		10,758
Prepaid Expenses	316		1,115
Professional Retainers			—
Other Current Assets (attach schedule)	—		—
TOTAL CURRENT ASSETS	6,366		22,095
PROPERTY AND EQUIPMENT
Real Property and Improvements			—
Machinery and Equipment	984		5,853
Furniture, Fixtures and Office Equipment	1,874		6,236
Leasehold Improvements	857		2,621
Vehicles			—
Less Accumulated Depreciation	(3,524	)	(11,879	)
TOTAL PROPERTY & EQUIPMENT	191		2,831
OTHER ASSETS
Loans to Insiders	—		—
Other Assets (attach schedule)	19,519		26,345
TOTAL OTHER ASSETS	19,519		26,345
TOTAL ASSETS	26,076		51,271
	BOOK VALUE AT END OF CURRENT REPORTING MONTH		BOOK VALUE ON PETITION DATE
LIABILITIES AND OWNER EQUITY
LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition)
Accounts Payable	230		—
Taxes Payable (refer to... )			—
Wages Payable	270		—
Notes Payable			—
Rent / Leases - Building/Equipment			—
Secured Debt / Adequate Protection Payments			—
Professional Fees			—
Amounts Due to Insiders			—
Other Postpetition Liabilities (attach schedule)	225		—
TOTAL POST-PETITION LIABILITIES	725		—
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)
Secured Debt	18,600		15,883
Priority Debt			—
Unsecured Debt Including intercompany	(227,627	)	13,301
Unsecured Debt Payable to subsidiaries	29,059		8,147
Subsidiaries Investment	16,946		16,699
TOTAL PRE-PETITION LIABILITIES	(163,022	)	54,030
TOTAL LIABILITIES	(162,297	)	54,030
OWNER EQUITY
Capital Stock	214		214
Additional Paid-In Capital	433,372		317,116
Partners’ Capital Account			—
Owner’s Equity Account			—
Retained Earnings - Pre-Petition	(234,372	)	(318,775	)
Retained Earnings - Postpetition	(10,258	)	—
Adjustments to Owner Equity (attach schedule)	(584	)	(1,314	)
Post-Petition Contributions (Distributions) (Draws)	—		—
Net Owner Equity	188,372		(2,759	)
TOTAL LIABILITIES AND OWNERS’ EQUITY	26,076		51,271
Insider is defined in 11 U.S.C. Section 101(31)	0

Please Note that the Decrease in AR, Inventory, Prepaids, Fixed Assets and other assets is due to the sale of SEG. Also the unsecured Debt dropped because of the Sale of SEG and them assuming some cure liability

MOR-4

9/04

Robotic Vision Systems, Inc.	Case No.	04-14151-JMD
Debtor	Reporting Period	Aug. 31, 2005

BALANCE SHEET (IN THOUSANDS) - continuation sheet

	BOOK VALUE AT END OF CURRENT REPORTING MONTH		BOOK VALUE ON PETITION DATE
ASSETS
Other Current Assets
Other Assets
Capitalized software	2,309		3,684
Patents	123		202
Deposits	134		153
Employee Loans			2
Other Non Current Assets	14,340		620
Loan refinance closing cost	1,623		5,313
Goodwill	990		990
Investment in subsidiaries			15,381
Total	19,519		26,345
	BOOK VALUE AT END OF CURRENT REPORTING MONTH		BOOK VALUE ON PETITION DATE
LIABILITIES AND OWNER EQUITY
Other Postpetition Liabilities
Received not invoiced	6
Accrued Warranty
Accrued Royalty
Accrued Sales Return
Customer Advances
Other AP
Other Accrued Liability
Other- Fringe benefit	219
Deferred Gross Profit
Total	225
Adjustments to Owner Equity	(584	)
Minimum pension obligation			(583	)
Cumulative Translation Adjustment			(731	)
Total	(359	)	(1,314	)

Postpetition Contributions (Distributions) (Draws)

Restricted Cash: cash that is restricted for a specific use and not available to fund operations.

Typically, restricted cash is segregated into a separate account, such as an escrow account.

MOR-4

9/04

Robotic Vision Systems, Inc.	Case No.	04-14151-JMD
Debtor	Reporting Period	Aug. 31, 2005

STATUS OF POST-PETITION TAXES

The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero. Attach photocopies of IRS Form 6123 and all applicable state and local forms and or all federal, state, and local payment receipts to verify payment of taxes. Attach photocopies of any tax returns filed during the reporting period.

	Beginning Tax Liability	Amount Withheld or Accrued	Amount Paid	Date Paid	Check No. or EFT	Ending Tax Liability
Federal
Income Tax Withholding	—		15,470	8/25/05	Filed by ADP	(15,470	)
FICA-Employee	—		8,638	8/25/05	Filed by ADP	(8,638	)
FICA-Employer	—		8,638	8/25/05	Filed by ADP	(8,638	)
Unemployment	—		141	8/25/05	Filed by ADP	(141	)
Income	—	—	—			—
Other:	—	—	—			—
Total Federal Taxes	—	—	32,886			(32,886	)
State and Local
Income Tax Withholding	—		2,395	8/25/05	Filed by ADP	(2,395	)
Sales	—	—	—			—
Excise	—	—	—			—
Unemployment	—		—	8/25/05	Filed by ADP	—
Real Property	—	—	—			—
Personal Property	—	—	—			—
Other:	—	—	—			—
Total State and Local	—	—	2,395			(2,395	)
Withholding for Employee Healthcare	—	—	—			—
Premiums, Pensions & Other Benefits	—	8,993	8,993	8/25/05		—
Total Taxes	—	8,993	11,387			(2,395	)

SUMMARY OF UNPAID POST-PETITION DEBTS (IN THOUSANDS)

Attach aged listing of accounts payables

	Number of Days Past Due
	Current	0-30	31-60	61-90		Over 90	Total
Accounts Payable	41	4	—	(1	)	185	230
Wages Payable	186					84	270
Taxes Payable							—
Rent/Leases-Building							—
Rent/Leases-Equipment							—
Secured Debt/Adequate Protection Payments							—
Professional Fees							—
Amounts Due to Insiders*							—
Other: Accrued vacation	31						31
Other:	194						194
Total Postpetition Debts	452	4	—	(1	)	269	724

Explain how and when the Debtor intends to pay any past-due post-petition debts.

We intend to pay past-due amounts within the next month out of operating cash.

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

* “Insider” is defined in 11 U.S.C. Section 101(31).

MOR-5

9/04

Robotic Vision Systems, Inc.	Case No.	04-14151-JMD
Debtor	Reporting Period	Aug. 31, 2005

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING (IN THOUSANDS)

	Amount
ACCOUNTS RECEIVABLE RECONCILIATION
Total Accounts Receivable at the beginning of the reporting period	4,614
+ Amounts billed during the period*	1,790
- Amounts collected during the period**	2,198
Total Accounts Receivable at the end of the reporting period	4,206
	Amount
Accounts Receivable Aging
Current	2,489
31 - 60 days old	350
61 - 90 days old	66
91+ days old	1,302
Total Accounts Receivable	4,207
Amount considered uncollectible (Bad Debt)	(1,305	)
Accounts Receivable (Net)	2,902

* Include vendor activity

** Include intercompany non cash payments $140K

MOR-6

9/04

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW HAMPSHIRE

In re	Auto Image ID, Inc.	Case No.	04-14152-JMD
		Reporting Period	August 31, 2005

MONTHLY OPERATING REPORT

Complete and submit to the United States Trustee within 15 days after end of month

Submit copy of report to any official committee appointed in the case

	Form No.	Document Attached	Explanation Attached
REQUIRED DOCUMENTS
Monthly Reporting Questionnaire	MOR-1	X
Schedule of Cash Receipts and Disbursements	MOR-2	X
Copies of Debtor’s Bank Reconciliations		N/A
Copies of Debtor’s Bank Statements		N/A
Copies of Cash Disbursements Journals		N/A
Statement of Operations	MOR-3	X
Balance Sheet	MOR-4	X
Schedule of Post-Petition Liabilities	MOR-5	X
Copies of IRS Form 6123 or payment receipt		N/A
Copies of tax returns filed during reporting period		N/A
Detailed listing of aged accounts payables		N/A
Accounts Receivable Reconciliation and Aging	MOR-6	X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and all attachments are true and correct to the best of my knowledge and belief.

Signature of Debtor	Date
Signature of Joint Debtor	Date
Signature of Authorized Individual*	Date
Printed Name of Authorized Individual	Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if the debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

COVER PAGE

9/04

Auto Image ID, Inc.	Case No.	04-14152-JMD
Debtor	Reporting Period	August 31, 2005

MONTHLY REPORTING QUESTIONNAIRE

	Yes	No
Must be completed each month
1.      Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.		X
2.      Have any funds been disbursed from any account other than a debtor-in-possession account this reporting period? If yes, provide an explanation below.		X
3.      Have any payments been made on pre-petition debt, other than payments in the normal course to secured creditors or lessors? If yes, attach listing including date of payment, amount of payment, and name of payee.		X
4.      Have any payments been made to professionals? If yes, attach listing including date of payment, amount of payment, and name of payee.		X
5.      If the answer to question 3 and/or 4 is yes, were all such payments approved by the Court?	N/A
6.      Have any payments been made to officers, insiders, shareholders, or relatives? If yes, attach listing including date of payment, amount and reason for payment, and name of payee.		X
7.      Have all postpetition tax returns been timely filed? If no, provide an explanation below.	N/A
8.      Is the estate current on the payment of post-petition taxes?	X
9.      Is the estate insured for the replacement cost of assets and for general liability? If no, provide an explanation below.	X
10.    Is workers’ compensation insurance in effect?	N/A
11.    Have all current insurance payments been made? Attach copies of all new and renewed insurance policies.	X
12.    Are a plan and disclosure statement on file?		X
13.    Was there any post-petition borrowing during this reporting period?		X

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

MOR-1

9/04

Auto Image ID, Inc.	Case No.	04-14152-JMD
Debtor	Reporting Period	August 31, 2005

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

Amounts reported should be per the debtor’s books, not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed. Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page.

A bank reconciliation must be attached for each account.

	BANK ACCOUNTS
	Operational	Payroll	Tax	Other	Total
CASH BEGINNING OF MONTH	0				0
RECEIPTS
CASH SALES
ACCOUNTS RECEIVABLE
LOANS AND ADVANCES
SALE OF ASSETS
OTHER (ATTACH LIST)
TRANSFERS (FROM DIP ACCTS)
TOTAL RECEIPTS
DISBURSEMENTS
NET PAYROLL
PAYROLL TAXES
SALES, USE & OTHER TAXES
INVENTORY PURCHASES
SECURED/RENTAL/LEASES
INSURANCE
ADMINISTRATIVE
SELLING
OTHER (ATTACH LIST)
OWNER DRAW *
TRANSFERS (TO DIP ACCTS)
PROFESSIONAL FEES
U.S. TRUSTEE QUARTERLY FEES
COURT COSTS
TOTAL DISBURSEMENTS
NET CASH FLOW
(RECEIPTS LESS DISBURSEMENTS)
CASH - END OF MONTH	0				0

* COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE

THE FOLLOWING SECTION MUST BE COMPLETED

DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES:
TOTAL DISBURSEMENTS	0
LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS	0
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts)	0
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES	0

MOR-2

9/04

Auto Image ID, Inc.	Case No.	04-14152-JMD
Debtor	Reporting Period	August 31, 2005

STATEMENT OF OPERATIONS (IN THOUSANDS)

(Income Statement)

The Statement of Operations is to be prepared on an accrual basis. The accrual basis of accounting recognizes revenue when it is realized and expenses when they are incurred, regardless of when cash is actually received or paid.

	Month		Cumulative Filing to Date
REVENUES
Gross Revenues
Less: Returns and Allowances
Net Revenue
COST OF GOODS SOLD
Beginning Inventory
Add: Purchases
Add: Cost of Labor
Add: Other Costs (attach schedule)
Less: Ending Inventory
Cost of Goods Sold
Gross Profit
OPERATING EXPENSES
Advertising
Auto and Truck Expense
Bad Debts
Contributions
Employee Benefits Programs
Insider Compensation*
Insurance
Management Fees/Bonuses
Office Expense
Pension & Profit-Sharing Plans
Repairs and Maintenance
Rent and Lease Expense
Salaries/Commissions/Fees
Supplies
Taxes - Payroll
Taxes - Real Estate
Taxes - Other
Travel and Entertainment
Utilities
Other (attach schedule)
Total Operating Expenses Before Depreciation
Depreciation/Depletion/Amortization	14		131
Net Profit(Loss) Before Other Income & Expenses	(14	)	(131	)
OTHER INCOME AND EXPENSES
Other Income (attach schedule)
Interest Expense	81		773
Other Expense (attach schedule)
Net Profit (Loss) Before Reorganization Items	(95	)	(904	)
REORGANIZATION ITEMS
Professional Fees
U.S. Trustee Quarterly Fees
Interest Earned on Accumulated Cash from Chapter 11 (see continuation sheet)
Gain(Loss) from Sale of Equipment
Other Reorganization Expenses (attach schedule)
Total Reorganization Expenses
Income Taxes
Net Profit(Loss)

* “Insider” is defined in 11 U.S.C. Section 101(31).

MOR-3

9/04

Auto Image ID, Inc.	Case No.	04-14152-JMD
Debtor	Reporting Period	August 31, 2005

STATEMENT OF OPERATIONS (IN THOUSANDS) - continuation sheet

	Month	Cumulative Filing to Date
BREAKDOWN OF “OTHER” CATEGORY
Other Costs
Other Operational Expenses
Other Income
Other Expenses
Other Reorganization Expenses

Reorganization Items - Interest Earned on Accumulated Cash from Chapter 11:

Interest earned on cash accumulated during the chapter 11 case, which would not have been earned but for the bankruptcy proceeding, should be reported as a reorganization item.

MOR-3

9/04

Auto Image ID, Inc.	Case No.	04-14152-JMD
Debtor	Reporting Period	August 31, 2005

BALANCE SHEET (IN THOUSANDS)

The Balance Sheet is to be completed on an accrual basis only. Pre-petition liabilities must be classified separately from postpetition obligations.

	BOOK VALUE AT END OF CURRENT REPORTING MONTH		BOOK VALUE ON PETITION DATE
ASSETS
CURRENT ASSETS
Unrestricted Cash and Equivalents
Restricted Cash and Cash Equivalents
Accounts Receivable (Net)
Notes Receivable
Inventories
Prepaid Expenses
Professional Retainers
Other Current Assets (attach schedule)
TOTAL CURRENT ASSETS	—		—
PROPERTY AND EQUIPMENT
Real Property and Improvements
Machinery and Equipment
Furniture, Fixtures and Office Equipment
Leasehold Improvements
Vehicles
Less Accumulated Depreciation
TOTAL PROPERTY & EQUIPMENT			—
OTHER ASSETS
Loans to Insiders
Other Assets (attach schedule)	708		839
TOTAL OTHER ASSETS	708		839
TOTAL ASSETS	708		839
	BOOK VALUE AT END OF CURRENT REPORTING MONTH		BOOK VALUE ON PETITION DATE
LIABILITIES AND OWNER EQUITY
LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition)
Accounts Payable
Taxes Payable (refer to ...)
Wages Payable
Notes Payable
Rent / Leases - Building/Equipment
Secured Debt / Adequate Protection Payments
Professional Fees
Amounts Due to Insiders
Other Postpetition Liabilities (attach schedule)	772
TOTAL POST-PETITION LIABILITIES	772		—
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)
Secured Debt
Priority Debt
Unsecured Debt *	9,534		9,534
TOTAL PRE-PETITION LIABILITIES	9,534		9,534
TOTAL LIABILITIES	10,306		9,534
OWNER EQUITY
Capital Stock
Additional Paid-In Capital
Partners’ Capital Account
Owner’s Equity Account
Retained Earnings - Pre-Petition	(8,695	)	(8,695	)
Retained Earnings - Postpetition	(903	)
Adjustments to Owner Equity (attach schedule)
Post-Petition Contributions (Distributions) (Draws) (attach schedule)
Net Owner Equity	(9,598	)	(8,695	)
TOTAL LIABILITIES AND OWNERS’ EQUITY	708		839

Insider is defined in 11 U.S.C. Section 101(31)

* Includes $4,451,193 of Robotic Vision Systems, Inc. debt incurred in the acquisition of Auto Image ID, Inc. For accounting purposes, this debt has been reflected in the books and records of Auto Image ID, Inc.

MOR-4

9/04

Auto Image ID, Inc.	Case No.	04-14152-JMD
Debtor	Reporting Period	August 31, 2005

BALANCE SHEET (IN THOUSANDS) - continuation sheet

	BOOK VALUE AT END OF CURRENT REPORTING MONTH	BOOK VALUE ON PETITION DATE
ASSETS
Other Current Assets
Other Assets
Goodwill	343	343
Technology	365	496
Total	708
	BOOK VALUE AT END OF CURRENT REPORTING MONTH	BOOK VALUE ON PETITION DATE
LIABILITIES AND OWNER EQUITY
Other Postpetition Liabilities
Accrued Interest	772
Intercompany
Intercompany investment in subs
Adjustments to Owner Equity

Postpetition Contributions (Distributions) (Draws)

Restricted Cash: cash that is restricted for a specific use and not available to fund operations.

Typically, restricted cash is segregated into a separate account, such as an escrow account.

MOR-4

9/04

Auto Image ID, Inc.	Case No.	04-14152-JMD
Debtor	Reporting Period	August 31, 2005

STATUS OF POST-PETITION TAXES

The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero. Attach photocopies of IRS Form 6123 and all applicable state and local forms and/or all federal, state, and local payment receipts to verify payment of taxes. Attach photocopies of any tax returns filed during the reporting period.

	Beginning Tax Liability	Amount Withheld or Accrued	Amount Paid	Date Paid	Check No. or EFT	Ending Tax Liability
Federal
Income Tax Withholding
FICA-Employee
FICA-Employer
Unemployment
Income
Other:
Total Federal Taxes
State and Local
Income Tax Withholding
Sales
Excise
Unemployment
Real Property
Personal Property
Other:
Total State and Local
Withholding for Employee Healthcare
Premiums, Pensions & Other Benefits
Total Taxes	0					0
SUMMARY OF UNPAID POST-PETITION DEBTS
Attach aged listing of accounts payables
	Number of Days Past Due
	Current	0-30	31-60	61-90	Over 90	Total
Accounts Payable
Wages Payable
Taxes Payable
Rent/Leases-Building
Rent/Leases-Equipment
Secured Debt/Adequate Protection Payments
Professional Fees
Amounts Due to Insiders*
Other:
Other:
Total Postpetition Debts	0					0

Explain how and when the Debtor intends to pay any past-due post-petition debts.

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

* “Insider” is defined in 11 U.S.C. Section 101(31).

MOR-5

9/04

Auto Image ID, Inc.	Case No.	04-14152-JMD
Debtor	Reporting Period	August 31, 2005

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING (IN THOUSANDS)

	Amount
ACCOUNTS RECEIVABLE RECONCILIATION
Total Accounts Receivable at the beginning of the reporting period	0
+ Amounts billed during the period
- Amounts collected during the period
Total Accounts Receivable at the end of the reporting period	0
	Amount
Accounts Receivable Aging
0 - 30 days old
31 - 60 days old
61 - 90 days old
91+ days old
Total Accounts Receivable	0
Amount considered uncollectible (Bad Debt)
Accounts Receivable (Net)	0

MOR-6

9/04