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As filed with the Securities
and Exchange Commission on June 15, 2011
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Registration No. 333- |
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)
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Delaware
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94-2579751 |
(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.) |
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9158 Eton Avenue
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Chatsworth, CA
(Address of Principal Executive Offices)
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91311
(Zip Code) |
IRIS International, Inc. 2011 Inducement Incentive Plan
(Full Title of the Plans)
Cesar M. Garcia, Chief Executive Officer
IRIS INTERNATIONAL, INC.
9158 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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act
(Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Title of Securities |
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Amount To Be |
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Offering Price |
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Aggregate Offering |
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Amount Of |
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To Be Registered |
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Registered (1) |
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Per Share (2) |
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Price (2) |
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Registration Fee |
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Common Stock, par value
$.01 per share |
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250,000 |
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$ |
9.21 |
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$ |
2,302,500 |
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$ |
267.32 |
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(1) |
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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. |
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(2) |
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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 $9.21, the average
of the high and low reported sales prices of the Registrants common stock on the NASDAQ
Global Market on June 10, 2011. |
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 250,000 shares of our common stock, par value $0.01 per share issuable to participants
in the IRIS International, Inc. 2011 Inducement Incentive Plan.
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.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have previously been filed by the Registrant with the
Securities and Exchange Commission (the Commission) pursuant to the Securities Exchange Act of
1934, as amended (the Exchange Act), are incorporated by reference herein and shall be deemed to
be a part hereof:
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(1) |
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The Registrants Annual Report on Form 10-K for the fiscal year ended December
31, 2010; |
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(2) |
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All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Registrants latest annual report
referred to in (1) above; |
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(3) |
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The description of the Common Stock set forth under the caption Description of
Capital Stock in the Registrants amendment no. 1 to shelf registration statement on
Form S-3/A, as filed with the Commission on November 23, 2010 (Registration No.
333-170524). |
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, 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 (such documents, and the documents listed above, being hereinafter referred to as
Incorporated Documents). The Registrants file number with the Commission is No. 001-11181.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or supersedes such
statement. Any statement contained herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in any subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
2
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 corporations Certificate of Incorporation, Bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.
As permitted by Section 145 of the Delaware General Corporation Law, Article VIII of the
Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants
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.
3
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
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Incorporated by Reference |
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Exhibit |
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File |
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Filed |
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Description |
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Form |
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Exhibit |
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Filing Date |
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Herewith |
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3.1 |
(a) |
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Certificate of Incorporation, filed June
9, 1987
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8-K
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001-11181
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3.1 |
(a) |
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September 29, 2010
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3.1 |
(b) |
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Certificate of Amendment of Certificate
of Incorporation, filed July 9, 1993
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8-K
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001-11181
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3.1 |
(b) |
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September 29, 2010
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3.1 |
(c) |
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Certificate of Amendment of Certificate
of Incorporation, filed June 6, 2001
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8-K
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001-11181
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3.1 |
(c) |
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September 29, 2010
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3.1 |
(d) |
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Certificate of Ownership and Merger,
filed November 26, 2003
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8-K
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001-11181
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3.1 |
(d) |
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September 29, 2010
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3.1 |
(e) |
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Certificate of Correction of Certificate
of Ownership and Merger, filed December
11, 2003
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8-K
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001-11181
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3.1 |
(e) |
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September 29, 2010
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3.1 |
(f) |
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Certificate of Designation of Rights,
Preferences and Privileges of Series A
Preferred Stock, filed September 27, 2010
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8-K
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001-11181
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3.1 |
(f) |
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September 29, 2010
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3.2 |
(a) |
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Restated Bylaws
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10-KSB
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001-11181
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3.2 |
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March 26, 2004
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3.2 |
(b) |
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Amendment to Amended and Restated Bylaws
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8-K
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001-11181
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3.2 |
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July 18, 2007
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3.2 |
(c) |
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Amendment to Amended and Restated Bylaws
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8-K
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001-11181
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3.3 |
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January 20, 2010
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4.1 |
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Rights Agreement, dated as of September
24, 2010, between the Registrant and
Continental Stock Transfer & Trust
Company, as Rights Agent, including the
Certificate of Designation of Rights,
Preferences and Privileges of Series A
Preferred Stock, the Form of Rights
Certificate, and the Summary of Rights to
Purchase Preferred Stock, attached
thereto as Exhibits A, B and C,
respectively.
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8-K
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001-11181
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4.1 |
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September 29, 2010
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5.1 |
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Opinion of Stubbs Alderton & Markiles, LLP
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* |
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10.1 |
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IRIS International, Inc. 2011 Inducement
Incentive Agreement
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8-K
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001-11181
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10.1 |
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June 10, 2011
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23.1 |
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Consent of BDO USA, LLP
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23.2 |
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Consent of Stubbs Alderton & Markiles, LLP
(included in Exhibit 5.1)
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24.1 |
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Power of Attorney (included as part of
the Signature Page of this Registration
Statement)
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4
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 prospectus 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 registrants 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 plans 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.
5
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, State of California on June
15, 2011.
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IRIS INTERNATIONAL, INC.
(Registrant)
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By: |
/s/ Cesar M. Garcia
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Cesar M. Garcia |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Cesar M. Garcia and Amin I.
Khalifa, and each of them, 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
attorneys-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 attorneys-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.
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Signature |
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Title |
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Date |
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/s/ Cesar M. Garcia
Cesar M. Garcia
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President, Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
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June 15, 2011 |
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/s/ Amin I. Khalifa
Amin I. Khalifa
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Corporate Vice President of Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
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June 15, 2011 |
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/s/ Steven M. Besbeck
Steven M. Besbeck
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Director
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June 15, 2011 |
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/s/ David T. Della Penta
David T. Della Penta
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Director
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June 15, 2011 |
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/s/ Beth Y. Karlan
Beth Y. Karlan
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Director
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June 15, 2011 |
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/s/ Michael D. Matte
Michael D. Matte
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Director
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June 15, 2011 |
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/s/ Richard G. Nadeau
Richard G. Nadeau
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Director
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June 15, 2011 |
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/s/ Rick Timmins
Rick Timmins
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Director
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June 15, 2011 |
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/s/ Edward F. Voboril
Edward F. Voboril
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Director
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June 15, 2011 |
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/s/ Stephen E. Wasserman
Stephen E. Wasserman
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Director
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June 15, 2011 |
6
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
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Incorporated by Reference |
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Exhibit |
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File |
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Filed |
Number |
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Description |
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Form |
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Number |
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Exhibit |
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Filing Date |
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Herewith |
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3.1
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(a) |
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Certificate of Incorporation, filed June
9, 1987
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8-K
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001-11181
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3.1 |
(a) |
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September 29, 2010
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3.1
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(b) |
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Certificate of Amendment of Certificate
of Incorporation, filed July 9, 1993
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8-K
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001-11181
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3.1 |
(b) |
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September 29, 2010
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3.1
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(c) |
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Certificate of Amendment of Certificate
of Incorporation, filed June 6, 2001
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8-K
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001-11181
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3.1 |
(c) |
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September 29, 2010
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3.1
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(d) |
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Certificate of Ownership and Merger,
filed November 26, 2003
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8-K
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001-11181
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3.1 |
(d) |
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September 29, 2010
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3.1
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(e) |
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Certificate of Correction of Certificate
of Ownership and Merger, filed December
11, 2003
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8-K
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001-11181
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3.1 |
(e) |
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September 29, 2010
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3.1
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(f) |
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Certificate of Designation of Rights,
Preferences and Privileges of Series A
Preferred Stock, filed September 27, 2010
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8-K
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001-11181
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3.1 |
(f) |
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September 29, 2010
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3.2
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(a) |
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Restated Bylaws
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10-KSB
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001-11181
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3.2 |
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March 26, 2004
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3.2
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(b) |
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Amendment to Amended and Restated Bylaws
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8-K
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001-11181
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3.2 |
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July 18, 2007
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3.2
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(c) |
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Amendment to Amended and Restated Bylaws
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8-K
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001-11181
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3.3 |
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January 20, 2010
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4.1
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Rights Agreement, dated as of September
24, 2010, between the Registrant and
Continental Stock Transfer & Trust
Company, as Rights Agent, including the
Certificate of Designation of Rights,
Preferences and Privileges of Series A
Preferred Stock, the Form of Rights
Certificate, and the Summary of Rights to
Purchase Preferred Stock, attached
thereto as Exhibits A, B and C,
respectively.
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8-K
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001-11181
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4.1 |
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September 29, 2010
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5.1
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Opinion of Stubbs Alderton & Markiles, LLP
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* |
10.1
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IRIS International, Inc. 2011 Inducement
Incentive Agreement
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8-K
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001-11181
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10.1 |
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June 10, 2011
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23.1
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Consent of BDO USA, LLP
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* |
23.2
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Consent of Stubbs Alderton & Markiles, LLP
(included in Exhibit 5.1)
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24.1
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Power of Attorney (included as part of
the Signature Page of this Registration
Statement)
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* |
Exhibit Index