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 25, 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On July 25, 2008, our board of directors resolved to increase the size
of the board from seven directors to eight, and appointed Edward F. Voboril as a
director to fill the vacancy created upon the expansion in the size of the
board. Mr. Voboril will receive an annual retainer of $42,000, plus a travel
stipend of $1,250 per day, for travel more than four hours, when attending board
and committee meetings. Upon his appointment, Mr. Voboril also received (a) an
initial award of equity compensation with a Black-Scholes value of $100,000, 25%
in the form of restricted stock and 75% in the form of non-qualified stock
options with a term of 10 years, which equity vests in equal quarterly
installments over a one year period and (b) a pro-rated portion of the annual
equity compensation paid to non-employee directors with a Black-Scholes value of
$91,666, 25% in the form of restricted stock and 75% in the form of
non-qualified stock options with a term of 10 years, which equity vests in equal
quarterly installments over a one year period.
Mr. Voboril previously served as the Chairman of the Board of Directors
of Greatbatch, Inc. (NYSE: GB), developer, designer, and manufacturer of
critical components for implantable medical devices, from 1997 until his
retirement in January 2008. Mr. Voboril also served as that company's President
and Chief Executive Officer from 1990 to August 2006. Mr. Voboril also currently
serves as the Chairman of the Board of Analogic Corporation (NASDAQ: ALOG) and
serves on its audit and nominating and corporate governance committees. Mr.
Voboril has served on Analogic's board of directors since 1990.
Prior to his appointment as a member of our board of directors, Mr.
Voboril did not have any material relationship with us and no such relationship
is currently proposed. Mr. Voboril does not have any family relationships with
any of our other directors or executive officers.
A press release announcing Mr. Voboril's appointment to the Board was
issued by us on July 31, 2008, a copy of which is attached hereto as Exhibit
99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
------ -----------
99.1 Press Release, dated July 31, 2008, published by IRIS
International, Inc.
2
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 31, 2008 By: /S/ PETER DONATO
-------------------------------
Peter Donato
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
99.1 Press Release, dated July 31, 2008, published by IRIS
International, Inc.
4