Filed Pursuant to Rule 424(b)(3)
File No. 333-115393
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 21, 2004)
IRIS INTERNATIONAL, INC.
Up to 2,571,975 shares of Common Stock
Our common stock is currently quoted on the Nasdaq National Market
under the symbol "IRIS." On June 6, 2005, the last reported sale price of our
common stock on the Nasdaq National Market was $18.10 per share.
This prospectus supplement supplements the prospectus dated May 21,
2004 relating to the offer and sale from time to time by certain selling
stockholders of up to 2,571,975 shares of our common stock.
This prospectus supplement should be read in conjunction with the
prospectus. This prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus.
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On May 11, 2005, Oppenheimer & Co. Inc., a selling stockholder listed
in the prospectus, transferred warrants to purchase an aggregate of 64,300
shares of our common stock to each of the other parties listed in the table
below. The warrants transferred by Oppenheimer & Co. Inc. have an exercise price
of $7.80 per share and are exercisable immediately through and including April
29, 2009 or, if such date does not fall on a business day, then the next
business day. Certain of these transferees have exercised their warrants to
purchase shares of common stock and the table below reports, in such cases, the
common stock beneficially owned as of the date of this prospectus supplement.
The information appearing under the heading "Selling Stockholders" in the
prospectus is hereby amended by the addition or substitution, as applicable, of
the following:
PERCENT OF
NUMBER OF OUTSTANDING NUMBER OF NUMBER OF PERCENT OF
SHARES OF SHARES OF SHARES OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY TO BE OFFERED BENEFICIALLY BENEFICIALLY
NAME OF SELLING OWNED PRIOR OWNED PRIOR PURSUANT TO THIS OWNED AFTER OWNED AFTER
STOCKHOLDER TO OFFERING TO OFFERING PROSPECTUS (1) THE OFFERING (2) THE OFFERING (2)
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Oppenheimer & Co. Inc. (3) 31,716 * 31,716 0 *
Frank Kee Colen (4) 17,780 * 17,780 0 *
Yvonne Briggs (5) 9,455 * 9,455 0 *
Robert Powers (6) 6,125 * 6,125 0 *
Henry Williams 4,585 * 4,585 0 *
Chris Hagar 3,235 * 3,235 0 *
Stanley Stern (6) 1,000 * 1,000 0 *
Andrew Kaminsky 578 * 578 0 *
Corey Dorzek 554 * 554 0 *
Zubin Mory 275 * 275 0 *
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* Represents less than One Percent of the outstanding shares.
(1) Includes the shares of common stock which are the subject of this
Prospectus.
(2) Assumes that all shares being offered by each selling stockholder under
this prospectus are sold, that the selling stockholder acquires no
additional shares of common stock before the completion of this
offering, and that the selling stockholder disposes of no shares of
common stock other than those offered under this prospectus.
(3) Albert G. Lowenthal, Robert M. Neuhoff and Dennis P. McNamara exercise
voting and investment authority over the shares held by Oppenheimer &
Co. Inc.
(4) Consists of 6,700 shares of common stock issuable upon the exercise of
warrants by the selling stockholder.
(5) Consists of 3,100 shares of common stock issuable upon the exercise of
warrants by the selling stockholder.
(6) Consists of shares of common stock issuable upon the exercise of
warrants by the selling stockholder.
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The date of this prospectus supplement is June 7, 2005