-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NOAqyi+fG+8TqLzG2VZ3Miv3Oomxx7HvcIrY2cYUvxJbW/aP3b5H4aHAIlxictbB g7xZoYOciyyyFn1F1NmgiQ== 0001170918-08-000438.txt : 20080703 0001170918-08-000438.hdr.sgml : 20080703 20080703155739 ACCESSION NUMBER: 0001170918-08-000438 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080703 DATE AS OF CHANGE: 20080703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRIS INTERNATIONAL INC CENTRAL INDEX KEY: 0000319240 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 942579751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11181 FILM NUMBER: 08938855 BUSINESS ADDRESS: STREET 1: 9162 ETON AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187091244 MAIL ADDRESS: STREET 1: 9162 ETON AVENUE CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL REMOTE IMAGING SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 fm8k-063008.txt 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. 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: June 30, 2008 By: /s/ Peter Donato ---------------------------------------- Peter Donato Chief Financial Officer 3 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. 4 -----END PRIVACY-ENHANCED MESSAGE-----