UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IRIS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-2579751
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9172 ETON AVENUE
CHATSWORTH, CA 91311
(Address of Principal Executive Offices) (Zip Code)
IRIS INTERNATIONAL, INC. 2007 STOCK INCENTIVE PLAN
(Full Title of the Plans)
CESAR M. GARCIA, CHIEF EXECUTIVE OFFICER
IRIS INTERNATIONAL, INC.
9172 ETON AVENUE
CHATSWORTH, CA 91311
(Name and Address of Agent for Service)
(818) 709-1244
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JOHN MCILVERY, ESQ.
STUBBS ALDERTON & MARKILES, LLP
15260 VENTURA BOULEVARD, 20TH FLOOR
SHERMAN OAKS, CA 91403
CALCULATION OF REGISTRATION FEE
============================= ================ ================== ==================== ==================
Title of Each Class Proposed Maximum Proposed Maximum
of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered (1) Per Share (2) Price (2) Registration Fee
----------------------------- ---------------- ------------------ -------------------- ------------------
Common Stock, par value
$.01 per share............ 1,750,000 $16.18 $28,315,000 $869.28
============================= ================ ================== ==================== ==================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such
additional shares as may hereinafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions effected without the receipt of consideration.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based on a per share price of $16.18, the average of the high and low
reported sales prices of the Registrant's common stock on the NASDAQ
Global Market on August 16, 2007.
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EXPLANATORY NOTE
This registration statement on Form S-8 of IRIS International, Inc.
has been prepared in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended, with respect to 1,750,000 shares of our
common stock, par value $0.01 per share issuable to participants in the IRIS
International, Inc. 2007 Stock Incentive Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to participants as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission ("Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated in this Registration
Statement by reference:
o The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2006, as amended on April 30, 2007
(File No. 001-11181);
o The Registrant's Quarterly Reports on Form 10-Q for the
quarterly period ended March 31, 2007 (File No. 001-11181) and
June 30, 2007 (File No. 001-11181);
o The Registrant's Current Reports on Form 8-K filed on March 7,
2007 (File No. 001-11181), April 13, 2007 (File No.
001-11181), May 11, 2007 (File No. 001-11181), July 18, 2007
(File No. 001-11181), August 8, 2007 (File No. 001-11181) and
August 13, 2007 (File No. 001-11181); and
o The description of the Registrant's common stock contained in
our registration statement on Form 8-A filed with the SEC on
June 3, 1981, including any amendment or report filed for the
purpose of updating this description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation or a derivative action), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceedings, had no reasonable cause to believe their conduct
was unlawful.
A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's Certificate of
Incorporation, Bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.
3
As permitted by Section 145 of the Delaware General Corporation Law,
Article VIII of the Registrant's Certificate of Incorporation, as amended,
provides:
"The corporation shall to the fullest extent permitted by Section
145 of the Delaware General Corporation Law indemnify all persons
whom it may indemnify pursuant thereto."
The Registrant's Bylaws provide for indemnification of officers and
directors to the fullest extent permitted by Delaware law. In addition, the
Registrant has, and intends in the future to enter into, agreements to provide
indemnification for directors and officers in addition to that provided for in
the Bylaws.
In addition to the indemnification required in the Registrant's
Certificate of Incorporation and Bylaws, the Registrant has entered into
indemnity agreements with each of its current officers and directors. These
agreements provide for the indemnification of the Registrant's directors and
officers for all reasonable expenses and liabilities incurred in connection with
any action or proceeding brought against them by reason of the fact that they
are or were the Registrant's agents. The Registrant believes these
indemnification provisions and agreements are necessary to attract and retain
qualified directors and officers.
The Registrant maintains insurance on behalf of any person who is a
director or officer against any loss arising from any claim asserted against any
of them and expense incurred by any of them in any capacity, subject to certain
exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT
NO. EXHIBIT DESCRIPTION
------- -------------------
4.1 Certificate of Incorporation, as amended. (1)
4.1(b) Certificate of Designations, Preferences and Rights of Series C
Preferred. (2)
4.1(c) Certificate of Ownership and Merger. (3)
4.2 Amended and Restated Bylaws. (4)
4.2(b) Amendment to Amended and Restated Bylaws of Iris International, Inc.
(5)
4.3 IRIS International, Inc. 2007 Stock Incentive Plan
5.1 Opinion of Stubbs Alderton & Markiles, LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
(1) Incorporated by reference to the Current Report on Form 8-K dated August
13, 1987 and the Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
(2) Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K
dated January 26, 2000.
(3) Incorporated by reference to Exhibit 3.1(d) to the Annual Report on Form
10-K for the year ended December 31, 2003.
(4) Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K
for the year ended December 31, 2003.
(5) Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K
dated July 18, 2007
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any propectus required by section 10(a)(3)
of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chatsworth, California on August 22, 2007.
IRIS INTERNATIONAL, INC.
(Registrant)
By: /S/ CESAR M. GARCIA
-------------------------------------
Cesar M. Garcia
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Cesar M. Garcia as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and his name, place and stead,
in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file a new
registration statement under Rule 461 or Instruction E of Form S-8 of the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ CESAR M. GARCIA President and Chief Executive August 22, 2007
------------------------- Officer (Principal Executive
Cesar M. Garcia Officer), Director and
Corporate Secretary
/S/ PETER DONATO Chief Financial Officer August 22, 2007
------------------------- (Principal Financial and
Peter Donato Accounting Officer)
/S/ RICHARD H. WILLIAMS Director August 22, 2007
-------------------------
Richard H. Williams
/S/ STEVEN M. BESBECK Director August 22, 2007
-------------------------
teven M. Besbeck
/S/ THOMAS H. ADAMS Director August 22, 2007
-------------------------
Thomas H. Adams
/S/ RICHARD G. NADEAU Director August 22, 2007
-------------------------
Richard G. Nadeau
/S/ MICHAEL D. MATTE Director August 22, 2007
-------------------------
Michael D. Matte
/S/ STEPHEN E. WASSERMAN Director August 22, 2007
-------------------------
Stephen E. Wasserman
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EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT DESCRIPTION
------- -------------------
4.1 Certificate of Incorporation, as amended. (1)
4.1(b) Certificate of Designations, Preferences and Rights of Series C
Preferred. (2)
4.1(c) Certificate of Ownership and Merger. (3)
4.2 Amended and Restated Bylaws. (4)
4.2(b) Amendment to Amended and Restated Bylaws of Iris International, Inc.
(5)
4.3 IRIS International, Inc. 2007 Stock Incentive Plan
5.1 Opinion of Stubbs Alderton & Markiles, LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
(1) Incorporated by reference to the Current Report on Form 8-K dated August
13, 1987 and the Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
(2) Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K
dated January 26, 2000.
(3) Incorporated by reference to Exhibit 3.1(d) to the Annual Report on Form
10-K for the year ended December 31, 2003.
(4) Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K
for the year ended December 31, 2003.
(5) Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K
dated July 18, 2007
8