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): May 9, 2006
IRIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11181 94-2579751
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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):
|_| 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 ct (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c))
under the Exchange Act (17 CFR 240.13e-4c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective May 11, 2006, in connection with Martin G. Paravato's
resignation as our Chief Financial Officer, we and Mr. Paravato entered into an
agreement with respect to the terms of his resignation as out Chief Financial
Officer and continuing employment relationship with us (the "Separation
Agreement"). The Separation Agreement entitles Mr. Paravato to severance in
accordance with the terms of his employment agreement in the form of
continuation of his base salary from June 1, 2006 through May 31, 2007 and
health insurance benefits for Mr. Paravato through the same period. Pursuant to
the terms of the Separation Agreement we have also engaged Mr. Paravato to serve
us a part-time employee until March 31, 2007. Mr. Paravato has released all
claims against us.
Effective May 1, 2006, we entered into a Key Employee Agreement with
Donald C. Mueller (the "Mueller Employment Agreement"). Pursuant to the terms of
the Mueller Employment Agreement, Mr. Mueller agreed to serve as our Corporate
Vice President and Chief Financial Officer upon the effectiveness of Mr.
Paravato's resignation at an annual salary of $275,000 per year. Upon
commencement of his employment by the Company on May 1, 2006, Mr. Mueller
received a five-year Incentive Stock Option to purchase 121,000 shares of our
common stock pursuant to our 1998 Stock Option Plan, and 14,500 shares of our
common stock that are subject to certain repurchase rights and other
restrictions. In the event Mr. Mueller is terminated by us without cause, as
defined in the Mueller Employment Agreement, he is entitled to severance
payments equal to his salary upon termination for a period of twelve (12)
months.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
RESIGNATION OF CURRENT CHIEF FINANCIAL OFFICER
Effective May 11, 2006, Martin G. Paravato resigned his position as our
Vice President, Chief Financial Officer and Corporate Secretary, which is our
principal financial and accounting officer. In connection with his resignation,
we and Mr. Paravato entered into an agreement outlining the terms of his
resignation. Reference is made to the description of the Separation Agreement
under Item 1.01 above, which description is incorporated in this Item 5.02 by
this reference.
APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER
Also effective May 11, 2006, Donald C. Mueller, age 42, was appointed
to replace Mr. Paravato as our Chief Financial Officer and will serve as our
principal financial and accounting officer. In connection with his appointment,
we and Mr. Mueller entered into an employment agreement. Reference is made to
the description of the Mueller Employment Agreement under Item 1.01 above, which
description is incorporated in this Item 5.02 by this reference.
Immediately prior to his employment by us, Mr. Mueller worked as an
independent financial consultant. Prior to consulting, Mr. Mueller was employed
by Transportation Technologies Industries from 1998 through 2005, and served as
Treasurer and Chief Financial Officer of that company from January 2000 through
April 2005.
There are no understandings or arrangements between Mr. Mueller and any
other person pursuant to which Mr. Mueller was selected as Chief Financial
Officer. Mr. Mueller does not have any family relationship with any director,
executive officer or person nominated or chosen by our Board of Directors to
become a director or executive officer. Mr. Mueller joined us as an employee on
May 1, 2006, before being appointed as Chief Financial Officer.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------
10.1 Separation Agreement by and between Martin G.
Paravato and IRIS International, Inc., dated May 11,
2006.
10.2 Key Employee Agreement by and between Donald Mueller
and IRIS International, Inc., dated May 1, 2006.
99.1 Press Release dated May 2, 2006, published by IRIS
International, Inc.
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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.
IRIS INTERNATIONAL, INC.
Date: May 16, 2006 By: /S/ CESAR M. GARCIA
-------------------------------------
Cesar M. Garcia
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------------
10.1 Separation Agreement by and between Martin G. Paravato and IRIS
International, Inc., dated May 11, 2006.
10.2 Key Employee Agreement by and between Donald Mueller and IRIS
International, Inc., dated May 1, 2006.
99.1 Press Release dated May 2, 2006, published by IRIS International,
Inc.
4