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):
June 30, 2008
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.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
We are a party to (i) that certain Business Loan Agreement, dated March
24, 2006, with California Bank & Trust (the "Bank"), as amended to date, and
related agreements with respect to a $6.5 million loan facility (the "$6.5
Million Facility"), and (ii) that certain Business Loan Agreement, dated March
24, 2006, with the Bank, as amended to date, and related agreements with respect
to a $10.0 million loan facility (the "$10.0 Million Facility" and, together
with the $6.5 Million Facility, the "Loan Facilities"). We do not have any
indebtedness outstanding under either of the Loan Facilities.
On June 30, 2008, we and the Bank entered into (i) a Change in Terms
Agreement, dated as of May 1, 2008, with respect to the $6.5 million Loan
Facility, and (ii) a Change in Terms Agreement, dated as of May 1, 2008, with
respect to the $10.0 million Loan Facility (collectively, the "Change in Terms
Agreements"), which agreements extend the maturity date of the $6.5 Million
Facility and the $10.0 Million Facility to June 30, 2010 and June 20, 2015,
respectively, remove the Corporation's Advanced Digital Imaging Research, LLC
subsidiary as a guarantor of the indebtedness evidenced thereby, modify certain
affirmative and negative covenants and make such other changes as set forth in
the Change in Terms Agreements, copies of which are attached hereto as Exhibits
10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
------- -----------------------------------------------------------------------
10.1 Change in Terms Agreement, dated May 1, 2008, by and between IRIS
International, Inc. and California Bank & Trust.
10.2 Change in Terms Agreement, dated May 1, 2008, by and between IRIS
International, Inc. and California Bank & Trust.
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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: June 30, 2008 By: /s/ Peter Donato
----------------------------------------
Peter Donato
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------------------------------------------------------------------
10.1 Change in Terms Agreement, dated May 1, 2008, by and between IRIS
International, Inc. and California Bank & Trust.
10.2 Change in Terms Agreement, dated May 1, 2008, by and between IRIS
International, Inc. and California Bank & Trust.
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