-----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, IgwDCQ07U24SpT9NyiYx42EPzIcTvY6xU0o+WTT8eTJsYnBWJE+Xvr6aNRhZxNMR Wc/kI4oNX60hNHyeiD2Z8g== 0001170918-08-000450.txt : 20080714 0001170918-08-000450.hdr.sgml : 20080714 20080714154949 ACCESSION NUMBER: 0001170918-08-000450 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 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: 20080714 DATE AS OF CHANGE: 20080714 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11181 FILM NUMBER: 08950801 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/A 1 fm8ka1-063008.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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)) EXPLANATORY NOTE This Current Report on Form 8-K/A amends the previously filed Form 8-K to provide the exhibits as previously noted in Item 9.01(d). 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: July 14, 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 EX-10 2 ex10-1g.txt EX-10.1 EXHIBIT 10.1 CHANGE IN TERMS AGREEMENT
- --------------- ------------- ------------ ------------- ------------ ------------- ------------ ------------ Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials $6,500,000.00 05-01-2008 6-30-2010 0083976-0001 0083976-0001 07738 - --------------- ------------- ------------ ------------- ------------ ------------- ------------ ------------
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " * * * " has been omitted due to text length limitations. - -------------------------------------------------------------------------------- BORROWER: IRIS INTERNATIONAL, INC. LENDER: CALIFORNIA BANK & TRUST 9172 ETON AVENUE LOS ANGELES COMMERCIAL Banking CHATSWORTH, CA 91311-5805 550 SOUTH HOPE STREET, SUITE 300 LOS ANGELES, CA 90071 - -------------------------------------------------------------------------------- PRINCIPAL AMOUNT: $6,500,000.00 INITIAL RATE: 5.000% DATE OF AGREEMENT: MAY 1, 2008 DESCRIPTION OF EXISTING INDEBTEDNESS. The Business Loan Agreement dated March 24, 2006 and the Promissory Note dated February 7, 2002, in the original principal amount of $6,500,000.00 as amended by those certain Change in Terms Agreements dated March 11, 2002, April 24, 2003, October 8, 2003, May 25, 2004, July 29, 2005 and March 24, 2006, from IRIS International, Inc. to Lender. DESCRIPTION OF COLLATERAL. All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all fixtures; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. DESCRIPTION OF CHANGE IN TERMS. The Business Loan Agreement dated March 24, 2006, between Borrower and Lender (as amended, revised, supplemented, extended, renewed or otherwise modified to date, the Loan Agreement) is hereby amended as follows: 1. The following new section shall be added immediately following the section entitled "TERM": ADVANCE AUTHORITY. The following person or persons are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of such authority: Cesar Garcia, President/CEO of IRIS International, Inc. and Peter Donato, CFO/Secretary of IRIS International, Inc. 2. The section entitled "AFFIRMATIVE COVENANTS - Financial Statements" is amended to delete the requirement to deliver the federal and other governmental tax returns of Borrower. 3. The section entitled "AFFIRMATIVE COVENANTS - Guaranties" is amended to delete the reference to Advanced Digital Imaging Research, LLC. ("ADIR") as a guarantor of the obligations of Borrower under the Note and the Related Documents and, effective as of the date hereof, the Commercial Guaranty executed by ADIR is terminated and ADIR is released from all obligations and liability thereunder, except for obligations and liability for claims arising or existing prior to the date hereof, which shall survive such termination until fully and indefeasibly paid. 4. The section entitled "ADDITIONAL INFORMATION" is amended to delete the following text at the end of the sentence: ", including without limitation: (a) detailed Accounts Receivable and Payable agings, as soon as available, but in no event later than twenty (20) days after month-end; (b) detailed Inventory Report, as soon as available, but in no event later than twenty (20) days after month-end". The Promissory Note dated February 7, 2002, in the original principal amount of $6,500,000.00 by Borrower in favor of Lender (as amended, revised, supplemented, extended, renewed or otherwise modified to date, the Note) is hereby amended as follows: 1 . The maturity date of the Note set forth in the heading, the section entitled "PAYMENT" and any other provision in the Note shall be amended from June 30, 2008 to June 30, 2010. 2. The Letter of Credit Subline Exhibit attached hereto shall be an exhibit to and incorporated into the Note as if set forth therein in its entirety. 3. The Foreign Exchange Subline Exhibit attached hereto shall be an exhibit to and incorporated into the Note as if set forth therein in its entirety. 4. The Pricing Matrix Addendum attached hereto shall be an addendum to and incorporated into the Note as if set forth therein in its entirety. As a condition to the effectiveness of this Change in Terms Agreement, StatSpin, Inc. shall have executed and delivered a Reaffirmation of Guaranty Obligations, in a form satisfactory to Lender, with respect to StatSpin, Inc.'s guaranty of Borrower's indebtedness and obligations to Lender as amended, revised, supplemented, extended, renewed or otherwise modified hereby. All other terms and conditions of the Note and Related Documents shall remain the same. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement. CONTINUING VALIDITY- Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of fender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to California Bank & Trust ("Bank") that all financial information ("Information") submitted to Bank now and at all times during the terms of this loan does, and will, fairly and accurately represent the financial CHANGE IN TERMS AGREEMENT LOAN NO: 0083976-0001 (CONTINUED) PAGE 2 condition of the undersigned, all Borrowers and Guarantors. Financial Information includes, but is not limited to all Business Financial Statements (including Interim and Year-End financial statements that are company prepared and/or CPA-prepared), Business Income Tax Returns, Borrowing Base Certificates, Accounts Receivable and Accounts Payable Agings, Personal Financial Statements and Personal Income Tax Returns. The undersigned understands that the Bank will rely on all financial information, whenever provided, and that such information is a material inducement to Bank to make, to continue to make, or otherwise extend credit accommodations to the undersigned. The undersigned covenants and agrees to notify Bank of any adverse material changes in her/his/its financial condition in the future. The undersigned further understands and acknowledges that there are criminal penalties for giving false financial information to federally insured financial institutions. DEPOSIT AGREEMENT SECURITY. Borrower hereby grants a security interest to Lender in any and all deposit accounts (checking, savings, money market or time) of Borrower at Lender, now existing or hereinafter opened, to secure its Indebtedness hereunder. This includes all deposit accounts Borrower holds jointly with someone else. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: IRIS INTERNATIONAL, INC. BY: /s/ Cesar Garcia BY: /s/ Pete Donato ------------------------------ ------------------------------- CESAR GARCIA, PRESIDENT/CEO OF PETE DONATO, CFO/SECRETARY OF IRIS INTERNATIONAL, INC. IRIS INTERNATIONAL, INC. PRICING MATRIX ADDENDUM - -------------------------------------------------------------------------------- DEBT TO TANGIBLE NET WORTH INTEREST RATE - -------------------------------------------------------------------------------- Between 1.01:1.00 and 1.25:1.00 Prime +.50% or Libor + 2.500% - -------------------------------------------------------------------------------- Less than 1.00:1.00 Prime +.25% or Libor + 2.250% - -------------------------------------------------------------------------------- Subject: IRIS International, Inc. $6,5000,000.00 Revolving Line of Credit EX-10 3 ex10-2g.txt EX-10.2 EXHIBIT 10.2 CHANGE IN TERMS AGREEMENT
- --------------- ------------- ------------ ------------- ------------ ------------- ------------ ------------ Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials $10,000,000.00 05-01-2008 6-30-2015 0083976-0005 0083976-0005 07738 - --------------- ------------- ------------ ------------- ------------ ------------- ------------ ------------
References in he boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " * * * " has been omitted due to text length limitations. - -------------------------------------------------------------------------------- BORROWER: IRIS INTERNATIONAL, INC. LENDER: CALIFORNIA BANK & TRUST 9172 ETON AVENUE LOS ANGELES COMMERCIAL BANKING CHATSWORTH, CA 91311-5805 550 SOUTH HOPE STREET, SUITE 300 LOS ANGELES, CA 90071 - -------------------------------------------------------------------------------- PRINCIPAL AMOUNT: $10,000,000.00 INITIAL RATE: 5.250% DATE OF AGREEMENT: MAY 1, 2008 DESCRIPTION OF EXISTING INDEBTEDNESS. The Business Loan Agreement dated March 24, 2006 and the Promissory Note dated May 25, 2004, in the original principal amount of $10,000,000.00 as amended by those certain Change in Terms Agreements dated May 9, 2005 and March 24, 2006, from IRIS International, Inc. to Lender. DESCRIPTION OF COLLATERAL. All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all fixtures; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. DESCRIPTION OF CHANGE IN TERMS. The Business Loan Agreement dated March 24, 2006, between Borrower and Lender (as amended, revised, supplemented, extended, renewed or otherwise modified to date, the Loan Agreement) is hereby amended as follows: 1. The following new section shall be added immediately following the section entitled "TERM": ADVANCE AUTHORITY. The following person or persons are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of such authority: Cesar Garcia, President/CEO of IRIS International, Inc. and Peter Donato, CFO/Secretary of IRIS International, Inc. 2. The section entitled "AFFIRMATIVE COVENANTS - Financial Statements" is amended to delete the requirement to deliver the federal and other governmental tax returns of Borrower. 3. The section entitled "AFFIRMATIVE COVENANTS - Guaranties" is amended to delete the reference to Advanced Digital Imaging Research, LLC ("ADIR") as a guarantor of the obligations of Borrower under the Note and the Related Documents and, effective as of the date hereof, the Commercial Guaranty executed by ADIR is terminated and ADIR is released from all obligations and liability thereunder, except for obligations and liability for claims arising or existing prior to the date hereof, which shall survive such termination until fully and indefeasibly paid. 4. The section entitled "ADDITIONAL INFORMATION" is amended to delete the following text at the end of the sentence: ", including without limitation: (a) detailed Accounts Receivable and Payable agings, as soon as available, but in no event later than twenty (20) days after month-end; (b) detailed Inventory Report, as soon as available, but in no event later than twenty (20) days after month-end". The Promissory Note dated May 25, 2004, in the original principal amount of $10,000,000.00 by Borrower in favor of Lender (as amended, revised, supplemented, extended, renewed or otherwise modified to date, the Note) is hereby amended as follows: 1. The maturity date of the Note set forth in the heading, the section entitled "PAYMENT" and any other provision in the Note shall be amended from June 30, 2008 to June 30, 2015. 2. The section entitled "LINE OF CREDIT" is amended to delete the first two sentences and insert in their place the following: This Note evidences a non-revolving line of credit, subject to the term-out provisions for each advance set forth in the section below entitled "TERM OUT OF EACH ADVANCE UNDER THE NON-REVOLVING LINE OF CREDIT". Once the total amount of principal under the non-revolving line of credit has been advanced or on June 30, 2010, whichever occurs first, Borrower shall no longer be entitled to, and Lender shall have no obligation to make, further advances under the Loan. 3. The Pricing Matrix Addendum attached hereto shall be an addendum to and incorporated into the Note as if set forth therein in its entirety. As a condition to the effectiveness of this Change in Terms Agreement, StatSpin, Inc. shall have executed and delivered a Reaffirmation of Guaranty Obligations, in a form satisfactory to Lender, with respect to StatSpin, Inc.'s guaranty of Borrower's indebtedness and obligations to Lender as amended, revised, supplemented, extended, renewed or otherwise modified hereby. All other terms and conditions of the Note and Related Documents shall remain the same. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligations, including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to California Bank & Trust ("Bank") that all financial information CHANGE IN TERMS AGREEMENT LOAN NO: 0083976-0005 (CONTINUED) PAGE 2 ("Information") submitted to Bank now and at all times during the terms of this loan does, and will, fairly and accurately represent the financial condition of the undersigned, all Borrowers and Guarantors. Financial Information includes, but is not limited to all Business Financial Statements (including Interim and Year-End financial statements that are company prepared and/or CPA-prepared), Business Income Tax Returns, Borrowing Base Certificates, Accounts Receivable and Accounts Payable Agings, Personal Financial Statements and Personal Income Tax Returns. The undersigned understands that the Bank will rely on all financial information, whenever provided, and that such information is a material inducement to Bank to make, to continue to make, or otherwise extend credit accommodations to the undersigned. The undersigned covenants and agrees to notify Bank of any adverse material changes in her/his/its financial condition in the future, The undersigned further understands and acknowledges that there are criminal penalties for giving false financial information to federally insured financial institutions. DEPOSIT AGREEMENT SECURITY. Borrower hereby grants a security interest to Lender in any and all deposit accounts (checking, savings, money market or time) of Borrower at Lender, now existing or hereinafter opened, to secure its Indebtedness hereunder. This includes all deposit accounts Borrower holds jointly with someone else. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: IRIS INTERNATIONAL, INC. BY: /s/ Cesar Garcia BY: /s/ Pete Donato ------------------------------ ------------------------------- CESAR GARCIA, PRESIDENT/CEO OF PETE DONATO, CFO/SECRETARY OF IRIS INTERNATIONAL, INC. IRIS INTERNATIONAL, INC. PRICING MATRIX ADDENDUM - -------------------------------------------------------------------------------- DEBT TO TANGIBLE NET WORTH INTEREST RATE - -------------------------------------------------------------------------------- Between 1.01:1.00 and 1.25:1.00 Prime +.25% or Libor + 2.250% - -------------------------------------------------------------------------------- Less than 1.00:1.00 Prime + 0% or Libor + 2.000% - -------------------------------------------------------------------------------- Subject: IRIS International, Inc. $10,0000,000.00 Non-Revolving to Term Loan -----END PRIVACY-ENHANCED MESSAGE-----