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): November 7, 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 Act (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 CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
AMENDMENT TO EMPLOYMENT AGREEMENT WITH CESAR M. GARCIA
On November 14, 2007, IRIS International, Inc. (the "Company") and Mr.
Cesar M. Garcia, Chief Executive Officer of the Company, amended Mr. Garcia's
employment agreement (the "Garcia Amendment"). The Garcia Amendment revised
Section 3.7 of Mr. Garcia's employment agreement governing the timing of receipt
by Mr. Garcia of payments upon his termination without cause, or for good
reason, to avoid adverse tax consequences under Section 409A of the Internal
Revenue Code of 1986, as amended ("IRC"). The Garcia Amendment also added a form
of release to be delivered by Mr. Garcia upon such termination as a condition to
receiving severance. All other provisions of Mr. Garcia's employment agreement
were unchanged. A copy of the Garcia Amendment is filed as Exhibit 10.1 to this
Current Report on Form 8-K, and is incorporated herein by this reference.
EMPLOYMENT AGREEMENT WITH ROBERT MELLO
Effective November 7, 2007, IRIS International, Inc. entered into an
employment agreement with Robert Mello, Corporate Vice President and President
of Statspin Inc. (dba IRIS Sample Processing), a subsidiary of the Company.
Under the terms of the employment agreement, we can terminate Mr. Mello's
employment at any time with or without cause, upon written notice. Mr. Mello has
been employed by the Company since April 2000 and has been serving in his
current role since joining the Company. Under the employment agreement, Mr.
Mello will receive the following compensation:
o Base salary of $225,000 per annum, subject to upward
adjustment.
o Based on performance, Mr. Mello will be eligible for option
and/or equity awards as determined by the Chief Executive
Officer and Compensation Committee of our Board of Directors.
The employment agreement also contains certain payment provisions upon
a termination without cause by the Company. A copy of the Employment Agreement
is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated
herein by this reference.
EMPLOYMENT AGREEMENT WITH JOHN YI
Effective November 7, 2007, IRIS International, Inc. entered into an
employment agreement with John Yi, Corporate Vice President of Operations of the
Company. Under the terms of the employment agreement, we can terminate Mr. Yi's
employment at any time with or without cause, upon written notice. Mr. Yi has
been employed by the Company since September 2003 and has been serving in his
current role since joining the Company. Under the employment agreement, Mr. Yi
will receive the following compensation:
o Base salary of $210,000 per annum, subject to upward
adjustment.
o Based on performance, Mr. Yi will be eligible for option
and/or equity awards as determined by the Chief Executive
Officer and Compensation Committee of our Board of Directors.
The employment agreement also contains certain payment provisions upon
a termination without cause by the Company. A copy of the Employment Agreement
is filed as Exhibit 10.3 to this Current Report on Form 8-K, and is incorporated
herein by this reference.
2
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Second Amendment To Key Employee Agreement for Cesar
M. Garcia, effective November 14, 2007, between IRIS
International, Inc. and Cesar M. Garcia.
10.2 Key Employee Agreement for Robert Mello, effective
November 7, 2007, between IRIS International, Inc.
and Robert Mello.
10.3 Key Employee Agreement for John Yi, effective
November 7, 2007, between IRIS International, Inc.
and John Yi.
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: November 14, 2007 By: /S/ CESAR M. GARCIA
-----------------------------
Cesar M. Garcia
Chief Executive Officer
4