-----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, EQgOu514MP/5Gq+UwBYVKtLzRVwAzwnEnpLWzleOr07oZq7jVQwfCdG/5Jxvo4zp 6QAti7DGNLnWrXDjd7NLFg== 0001170918-08-000483.txt : 20080731 0001170918-08-000483.hdr.sgml : 20080731 20080731171123 ACCESSION NUMBER: 0001170918-08-000483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080725 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080731 DATE AS OF CHANGE: 20080731 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: 08982609 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-072508.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): 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 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press Release, dated July 31, 2008, published by IRIS International, Inc. 4 EX-99 2 ex99-1t.txt EX-99.1 EXHIBIT 99.1 NEWS RELEASE CONTACTS: Cesar Garcia Chairman and Chief Executive Officer 818-709-1244, x 7123 -or- Ron Stabiner, The Wall Street Group, Inc. 212-888-4848 FOR IMMEDIATE RELEASE: IRIS INTERNATIONAL ELECTS EDWARD F. VOBORIL TO BOARD OF DIRECTORS CHATSWORTH, CALIF., JULY 31, 2008 - IRIS INTERNATIONAL, INC. (NASDAQ: IRIS), a leading manufacturer of automated in-vitro diagnostics systems and consumables for use in hospitals and commercial laboratories worldwide, announced today that Edward F. Voboril, a seasoned senior executive and director within the medical device and healthcare industry, has been elected to the Company's Board of Directors, expanding its board to eight members. "Mr. Voboril's extensive career in the healthcare and technology sectors will be invaluable as we continue the rapid growth and extension of our core urinalysis technology platform, and as we proceed with our new diagnostics initiatives and extensive product pipeline," stated Cesar Garcia, Chairman, President and Chief Executive Officer of IRIS International. "His career encompasses nearly 20 years experience as chairman, chief executive officer and director for mid-sized public companies, as well as not-for-profit organizations, having served on audit, nominating, compensation and corporate governance committees. His skills will complement and be an asset to our current board and we look forward to his contributions," Mr. Garcia said. Mr. Voboril is currently Chairman of the Board of Analogic Corporation (NASDAQ: ALOG), a leading $370 million designer and manufacturer of advanced health and security systems and subsystems sold primarily to Original Equipment Manufacturers (OEMs). He has been a member of the Analogic board since 1990. In 2008, Mr. Voboril, 65, retired as Chairman of Greatbatch, Inc. (NYSE:GB), a technology based manufacturer of medical devices and specialty power sources, where he served as Chief Executive Officer from 1990 to 2006. During his tenure at Greatbatch, he led the Company from revenues of about $30 million to $318 million in 2007 as Greatbatch evolved from a small specialty battery manufacturer to a world leader in the supply of precision components for implantable medical devices. Under his leadership, Greatbatch's growth was driven by both the development of its own proprietary technology and complementary acquisitions. Mr. Voboril also served as Vice President and General Manager of the Biomedical Division of PPG Industries and held senior executive positions in the medical businesses of Honeywell, General Electric, Syntex and Litton Industries. In addition, from 1995 to 1998, he was President of the Health Care Industries Association (HCIA), a not-for-profit trade association and networking support organization in Western New York that provides professional services for healthcare industries and institutions. (More) Mr. Voboril is presently an adjunct professor of engineering and chairman of 'NUvention' at the Center for Entrepreneurship and Innovation at Northwestern University, and also serves on the manufacturing council of the United States Department of Commerce. He holds a Bachelor of Arts degree in Industrial Engineering from Northwestern University and an MBA from Harvard University where he was a Baker Scholar. ABOUT IRIS INTERNATIONAL IRIS International is a leading global IN VITRO diagnostics company focused on products that analyze particles and living cell forms and structures, or morphology of a variety of body fluids. The Company's products leverage its strengths in flow imaging technology, particle recognition and automation to bring efficiency to hospital and commercial laboratories. The initial applications for its technology have been in the urinalysis market and the Company is the leading worldwide provider of urine microscopy systems, with an installed based of more than 1,900 systems in over 50 countries. SAFE HARBOR PROVISION This press release contains forward-looking statements made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, the Company's views on future financial performance, market growth, capital requirements, regulatory developments, new product introductions and acquisitions, and are generally identified by phrases such as "thinks," "anticipates," "believes," "estimates," "expects," "intends," ,"plans," and similar words. Forward-looking statements are not guarantees of future performance and are inherently subject to uncertainties and other factors which could cause actual results to differ materially from the forward-looking statement. These statements are based upon, among other things, assumptions made by, and information currently available to, management, including management's own knowledge and assessment of the Company's industry, R&D initiatives, competition and capital requirements. Other factors and uncertainties that could affect the Company's forward-looking statements include, among other things, the following: identification of feasible new product initiatives, management of R&D efforts and the resulting successful development of new products and product platforms; obtaining regulatory approvals for new and enhanced products; acceptance by customers of the Company's products; integration of acquired businesses; substantial expansion of international sales; reliance on key suppliers; the potential need for changes in long-term strategy in response to future developments; future advances in diagnostic testing methods and procedures; potential changes in government regulations and healthcare policies, both of which could adversely affect the economics of the diagnostic testing procedures automated by the Company's products; rapid technological change in the microelectronics and software industries; and competitive factors, including pricing pressures and the introduction by others of new products with similar or better functionality than our products. These and other risks are more fully described in the Company's filings with the Securities and Exchange Commission, including the Company's most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which should be read in conjunction herewith for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----