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): December 21, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
(e) AMENDMENT TO KEY EMPLOYEE AGREEMENT WITH PRESIDENT AND CHIEF EXECUTIVE
OFFICER
On December 21, 2006 we entered into an amendment to our existing Key
Employment Agreement with our President and Chief Executive Officer, Cesar M.
Garcia for the purpose of conforming it to certain provisions of Internal
Revenue Code Section 409A. The amendment prescribes a severance payment schedule
in the event of Mr. Garcia's termination without "Cause," that seeks to avoid
the imposition of an excise tax as contemplated by Internal Revenue Code Section
409A, and provides for the automatic amendment of the agreement upon adoption of
final regulations such that severance payments made under the agreement are
included in Mr. Garcia's gross income at the time of actual payment and are not
included in his gross income and subject to the additional tax and interest that
would be required by Section 409A prior to such actual payment.
Attached as Exhibit 10.1 is a copy of the amendment, which is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
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10.1 IRIS International, Inc. First Amendment to Key
Employee Agreement for Cesar M. Garcia, dated
December 21, 2006.
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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: December 22, 2006 By: /s/ Cesar M. Garcia
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Cesar M. Garcia
President and Chief Executive Officer
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