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): JULY 12, 2007
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 COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On July 13, 2007, we adopted the IRIS International, Inc. 2007 Stock
Incentive Plan, pursuant to the approval of the plan by our stockholders at the
2007 annual meeting of stockholders held on July 13, 2007. The plan was adopted
by our Board of Directors on June 1, 2007. Under the plan, we are authorized to
grant equity-based awards in the form of stock options, restricted common stock,
restricted stock units, stock appreciation rights, and other stock based awards
to employees (including executive officers), directors and consultants of IRIS
International and its subsidiaries.
The maximum number of shares available for grant under the plan is
1,750,000 shares of Common Stock. The number of shares available for award under
the Plan is subject to adjustment for certain corporate changes and based on the
types of awards provided, all in accordance with the provisions of the plan.
The plan may be administered by the Board or committees of the Board.
The plan is currently administered by the Compensation and Nominating Committee
of the Board.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
Effective as of July 12, 2007, our Board of Directors amended Sections
5.1 and 5.4 of Article V of the IRIS International, Inc. Amended and Restated
Bylaws to provide for the issuance, recordation and transfer of uncertificated
shares. Sections 5.1 and 5.4 of Article V of our Bylaws previously only
contemplated the issuance, recordation and transfer of certificated shares.
The full text of our Bylaws, as amended, is filed as exhibits to this
report.
ITEM 8.01 OTHER EVENTS.
ANNUAL MEETING OF STOCKHOLDERS
On July 13, 2007, we held our 2007 annual meeting of stockholders. At
the annual meeting, there were 18,219,768 shares entitled to vote, and
15,769,585 shares (86.55%) were represented at the meeting in person or by
proxy. The following summarizes vote results for those matters submitted to our
stockholders for action at the Annual Meeting:
1. Proposal to elect Mr. Richard Williams, Dr. Thomas Adams, Dr.
Richard Nadeau, Mr. Steve Besbeck, Mr. Michael Matte, Mr. Stephen E. Wasserman
and Mr. Cesar Garcia as directors to hold office until the 2008 annual meeting
or until their successors are elected and qualified.
DIRECTOR FOR WITHHELD
Richard Williams 15,640,561 129,024
Thomas Adams 15,651,244 118,341
Richard Nadeau 15,539,131 230,454
Steve Besbeck 15,601,900 167,685
Michael Matte 15,637,616 131,969
Stephen E. Wasserman 15,231,507 538,078
Cesar Garcia 15,657,464 112,121
2. Proposal to ratify the appointment of the accounting firm of BDO
Seidman, LLP as independent auditors of the company for the fiscal year ending
December 31, 2007.
2
FOR AGAINST ABSTAIN
--- ------- -------
15,205,236 553,472 10,877
3. Proposal to approve the company's 2007 Stock Incentive Plan.
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
8,278,849 2,075,337 41,428 5,373,971
We issued a press release announcing the results of our annual meeting
of stockholders. A copy of the press release is being furnished as Exhibit 99.1
to this report and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------
3.1 Restated Bylaws as amended. Incorporated by reference
to Exhibit 3.2 to Annual Report on Form 10-KSB, filed
March 26, 2004.
3.2 Amendment to Amended and Restated Bylaws of IRIS
International, Inc.
99.1 Press release issued by the Registrant, dated July
13, 2007
3
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: July 18, 2007 By: /S/ VERONICA O. TARRANT
-------------------------------
Veronica O. Tarrant
Interim Chief Financial Officer
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------------------
3.1 Restated Bylaws as amended. Incorporated by reference to Exhibit
3.2 to Annual Report on Form 10-KSB, filed March 26, 2004.
3.2 Amendment to Amended and Restated Bylaws of IRIS International,
Inc.
99.1 Press release issued by the Registrant, dated July 13, 2007
5