form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): January 4, 2010
IRIS
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-11181
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94-2579751
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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9172
Eton Avenue
Chatsworth,
CA 91311
(Address
of Principal Executive Offices/Zip Code)
(818)
709-1244
(Registrant’s
telephone number, including area code)
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 (see General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange ct (17 CFR
240.14d-2(B))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR
240.13e-4c))
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Item
5.02 –
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment
of Rick Timmins to the Board
Effective
January 4, 2010, our board of directors increased the size of the board from
eight directors to nine, and appointed Rick Timmins (age 57) as a director to
fill the vacancy created upon the expansion in the size of the
board. Mr. Timmins also was appointed to the board’s audit
committee. Mr. Timmins will receive an annual retainer of $42,000 for
board service, an annual retainer of $10,500 for service on the audit committee,
and a travel stipend of $1,250 per day for travel of more than four hours when
attending board and committee meetings. Upon his appointment, Mr.
Timmins also received (a) an initial award of equity compensation with a value
of approximately $100,000, 25% in the form of common stock and 75% in the form
of non-qualified stock options with a term of 10 years, which options vest over
a one year period and (b) an annual award of equity compensation paid to
non-employee directors, pro rated for the remaining portion of the board’s one
year term, with a value of approximately $41,666, 25% in the form of common
stock and 75% in the form of non-qualified stock options with a term of 10
years, which options vest over the remaining portion of the board’s one year
term.
Mr.
Timmins is a former Vice President-Finance of Cisco Systems, Inc. (Nasdaq:CSCO)
and Motorola Inc. (NYSE:MOT). While at Cisco, from 1996 through 2007, he served
in positions of increasing responsibility including Corporate Controller and
Vice President of Cisco Sales Finance, where he led a 400-person finance team
for this $35 billion Dow Jones Industrial component company. Prior to
Cisco, Mr. Timmins held various senior executive finance roles with Motorola,
where he served last as Vice President-Finance of Motorola Semiconductor MPU and
MCU Groups, leading finance organizations which partnered with the largest parts
of Motorola's semiconductor group, including manufacturing, design, sales and
marketing on a global basis. Before that, as Vice President-Finance for Motorola
Japan, he was responsible for all of Motorola's finance functions in Japan at a
time when revenues at Motorola Japan grew 13-fold to $2.3 billion from $180
million.
Mr.
Timmins currently serves as a member of the board of directors and lead director
for Ultratech, Inc. (Nasdaq:UTEK), a $100 million leading supplier of
lithography and laser-processing systems used to manufacture semiconductor
devices. He is also Chairman of Ultratech’s audit committee and is a member of
its compensation committee. He also serves on the board of Treaty Oak
Bank (OTCBB:TOAK), an independently operated bank in Austin, Texas with more
than $115 million in assets.
Mr.
Timmins, a Certified Public Accountant, received his Bachelor of Science degree
in Accounting and Finance from the University of Arizona in 1973, and his Master
of Business Administration from St. Edward's University in June 1979, where he
currently serves as a member of the Business School Advisory
Board. He resides in Austin, Texas.
Prior to
his appointment as a member of our board of directors, Mr. Timmins did not have
any material relationship with us and no such relationship is currently
proposed. Mr. Timmins does not have any family relationships with any
of our other directors or executive officers. There are no
understandings or arrangements between Mr. Timmins and any other person pursuant
to which Mr. Timmins was selected as a director.
A press
release announcing Mr. Timmins’ appointment to the board was issued by us on
January 5, 2010, a copy of which is attached hereto as Exhibit
99.1.
Item
9.01 – Financial Statements and Exhibits.
The
following exhibits are filed herewith:
Exhibit
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99.1
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Press
release dated January 5, 2010.
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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.
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IRIS
INTERNATIONAL, INC.
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Date: January
6, 2010
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By:
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/s/ Peter L. Donato
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Peter
L. Donato
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
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Press
release dated January 5, 2010.
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