<PAGE>
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As filed with the Securities and Exchange Commission on April 24, 1996
Registration No. 333-02001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
Delaware 94-2579751
(State of Incorporation) (I.R.S. Employer Identification Number)
9162 ETON AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 709-1244
-------------------------
DR. FRED H. DEINDOERFER
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
9162 ETON AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 709-1244
(Agent for service)
-------------------------
IT IS REQUESTED THAT COPIES OF COMMUNICATIONS BE SENT TO:
DANIEL G. CHRISTOPHER, ESQ.
IRELL & MANELLA LLP
1800 AVENUE OF THE STARS
SUITE 900
LOS ANGELES, CALIFORNIA 90067
(310) 277-1010
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT AS DETERMINED BY
MARKET CONDITIONS.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
PROSPECTUS
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
COMMON STOCK
($.01 PAR VALUE)
466,311 SHARES
This Prospectus relates to 466,311 shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), of International Remote
Imaging Systems, Inc., a Delaware corporation (the "Company" or "IRIS"),
which may be offered from time to time by one or all of the selling
stockholders named herein (the "Selling Stockholders"). The Company will
receive no part of the proceeds of such sales; however, to the extent that
Selling Stockholders choose to exercise any options or warrants to purchase
Shares, the Company will receive proceeds equal to the exercise price of such
options or warrants multiplied by the number of shares purchased. The
Company has agreed to pay certain costs and expenses incurred in connection
with the registration of the Shares, except that the Selling Stockholders
shall be responsible for all selling commissions, transfer taxes and related
charges in connection with the offer and sale of such Shares. See "Plan of
Distribution."
The Selling Stockholders may sell all or a portion of the Shares from
time to time on the American Stock Exchange (the "AMEX") at prevailing prices
at the time of such sales on the relevant exchange, at prices related to such
prevailing prices or at negotiated prices. The Selling Stockholders may sell
all or a portion of the Shares in private transactions or in the
over-the-counter market at prices related to the prevailing prices of the
Shares on the AMEX at the time of the sale. The Selling Stockholders may
effect such transactions by selling to or through one or more broker-dealers,
and such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders. The
Selling Stockholders and any broker-dealers that participate in the
distribution may under certain circumstances be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and any commissions received by such broker-dealers and any profits
realized on the resale of shares by them may be deemed to be underwriting
discounts and commissions under the Securities Act. To the extent required,
the specified shares to be sold, the public offering price, the names of any
such broker-dealers, and any applicable commission or discount with respect
to any particular offer will be set forth in a prospectus supplement. See
"Plan of Distribution."
The Common Stock is traded on the AMEX. On April 17, 1996, the closing
sale price of the Company's Common Stock on the AMEX was $6.6875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is April ___ , 1996.
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY UNDERWRITER. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its Regional Office at 5757 Wilshire Boulevard, Suite 500,
Los Angeles, California 90036. Copies of such material may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company's Common Stock, par
value $.01 per share, is listed on the American Stock Exchange and reports,
proxy statements and other information regarding the Company can be inspected at
the offices of such exchange.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act, with respect to the
Shares offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits thereto,
as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Shares, reference is hereby
made to the Registration Statement, including the exhibits filed or
incorporated as a part thereof. Statements contained herein concerning the
provisions of any document are not necessarily complete and in each instance
reference is made to the copy of the document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its entirety by
reference to the copy of the applicable documents filed with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under the Exchange
Act with the Commission are incorporated herein by reference: (1) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (2) the
description of the Company's Common Stock as set forth in the registration
statement filed by the Company on Amendment No. 1 to Form 8-A dated June 16,
1992 pursuant to Section 12(b) of the Exchange Act, and any amendments or
reports thereto filed with the Commission for the purpose of updating such
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<PAGE>
description; and (3) the Company's Report on Form 8-K dated February 1, 1996
pursuant to Section 13 or 15(d) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the shares of Common Stock made hereby shall be
deemed to be incorporated in this Prospectus by reference and to be a part
hereof from the date of filing of such documents. Any statement incorporated
herein shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein 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 Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus has been delivered, on the request of such person, a copy of any
and all of the information that has been or may be incorporated by reference in
this Prospectus, other than exhibits thereto. Written or oral requests for such
copies should be directed to International Remote Imaging Systems, Inc., 9162
Eton Avenue, Chatsworth, California 91311, Attention: E. Eduardo Benmaor. The
telephone number is (818) 709-1244.
THE COMPANY
The Company manufactures and markets The Yellow IRIS-Registered Trademark-,
an automated urinalysis workstation it developed using its patented slideless
Automated Intelligent Microscopy ("AIM") technology to automate the manipulative
steps in routine urinalyses performed by hospital and reference clinical
laboratories, including counting and classifying microscopic particles found in
urine specimens. IRIS also manufactures and/or markets most of the consumables
used in the operation and maintenance of The Yellow IRIS-Registered Trademark-,
including CHEMSTRIP/IRIStrip-TM- urine test strips, and offers service contracts
for the maintenance and repair of The Yellow IRIS-Registered Trademark-.
IRIS believes its technology can be used to design and develop other
computerized, microscopical image analysis instruments dedicated to specific
tasks in the clinical laboratory. IRIS has completed prototype development of
an automated high-speed instrument to classify white blood cells, The White
IRIS-Registered Trademark- leukocyte differential analyzer, and has filed a
510(k) submission with the FDA requesting clearance of The White IRIS-TM- for
interstate commerce. However, there can be no assurance that IRIS can secure
FDA clearance or that The White IRIS-Registered Trademark- will be a
commercially feasible or successful product.
In 1995, IRIS began implementing a new strategy to expand its urinalysis
business by adding a line of proprietary urinalysis products suitable for
smaller laboratories and physicians offices where The Yellow IRIS-Registered
Trademark- is not an economically feasible alternative. These additional
products emphasize cost-effectiveness at the low-volume test rates associated
with smaller laboratories and physicians offices. As part of this strategy,
IRIS acquired (i) the digital refractomer product line of Biovation, Inc. in
March 1995 for $850,000 in cash and warrants to purchase 75,000 shares of IRIS
Common Stock, (ii) the complete business of Norfolk Scientific, Inc. (which
conducts business under the trade name "StatSpin Technologies") in February 1996
for approximately 340,000 shares of IRIS common stock and the assumption of
options and warrants to purchase an additional 126,000 shares of IRIS common
stock and (iii) the urinalysis
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<PAGE>
business of UroHealth Systems, Inc. in March 1996 for $788,000 in cash and the
assumption of $62,000 of liabilities. Biovation's digital refractometer is a
patented device used for determining the specific gravity of urine. StatSpin
Technologies is a manufacturer of special purpose centrifuges and other small
laboratory instruments and devices. The acquisition of StatSpin Technologies
was recorded using the pooling-of-interests method of accounting. The
urinalysis business of UroHealth Systems consists primarily of two proprietary
product lines: the Cen-Slide-Registered Trademark- 1500 System for centrifugal
urine semination and manual microscopic examination and the FloStar-Registered
Trademark- specimen collection and dispensing container.
IRIS was incorporated in 1979 under the laws of California and in 1987
reincorporated under the laws of Delaware. IRIS executive offices are located
at 9162 Eton Avenue, Chatsworth, California 91311 and the telephone number is
(818) 709-1244.
RISK FACTORS
DIFFICULTIES OF MARKET PENETRATION
Market acceptance of capital-intensive laboratory instruments such as The
Yellow IRIS-Registered Trademark- and other IRIS products requires substantial
marketing efforts. Potential customers must be convinced that the initially
significant cost of a laboratory instrument is recovered over the long term
through reductions in labor costs. Potential customers must also be convinced
that, as compared to manual methods, the instrument is more reliable and offers
distinctive features. In addition, there is an inherent resistance to an
instrument which eliminates jobs by automating tasks previously performed
manually.
COST CONTAINMENT
Significant medical cost containment measures adopted by the federal
government and other third-party payors restrict payments to hospitals and other
health care providers according to pre-determined reimbursement schedules. In
particular, current Medicare regulations limit disbursements paid to hospitals
to a fixed amount for treatment of a particular malady, regardless of the actual
cost of treatment. Many hospitals also participate in integrated healthcare
delivery systems (e.g., HMO's) which pay the hospital on a "capitated basis"
(i.e., a fixed amount per enrolled member regardless of the actual services
required). Government regulations, cost constraints imposed by insurance
companies and other third-party payors, and integrated healthcare systems have
adversely affected the marketing of capital equipment to clinical laboratories
and hospitals.
In addition, healthcare is an area of extensive and dynamic change, and
IRIS cannot predict future changes in the healthcare field or their impact on
its business. In recent years, an increasing number of legislative proposals
have been introduced or proposed in Congress and in some state legislatures
that would effect major changes in the healthcare system, either nationally
or at the state level. The costs of certain proposals would be funded in
part by reductions in payments by governmental programs, including Medicare
and Medicaid to healthcare providers. At the present time, IRIS believes
that the effectiveness of The Yellow IRIS-Registered Trademark- should be
even more beneficial to hospitals if their revenues are further controlled.
However, if IRIS is unable to convince potential customers of this fact,
these changes could have a material adverse effect on the Company's business,
results of operations and financial condition.
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GOVERNMENT REGULATION
Many of the IRIS products are subject to the provisions of the Federal
Food, Drug and Cosmetic Act ("FDCA") which is administered by the Food and
Drug Administration ("FDA"). While the requirements imposed on a
manufacturer of medical devices are exacting, they are considerably less
burdensome than those imposed on drug manufacturers. The manufacturer must
demonstrate with careful documentation the reliability of the techniques used
to design the medical device. The medical devices typically marketed by IRIS
must be substantially equivalent to a previously FDA-cleared medical device
performing the same task. In most instances, the FDA must "clear" a new
medical device for the commercial market -- a process which involves an FDA
review of compliance with the "substantial equivalence" standard prior to
marketing. An FDA-registered manufacturer must maintain "Good Manufacturing
Practices" which involve keeping sufficient documentation and records to
insure reproducibility and traceability of components and products. Although
existing state regulations have not had a substantial impact on the
commercialization of The Yellow IRIS-Registered Trademark-, there can be no
assurances that changes in state regulations will not have a substantial
impact in the future on improvements to The Yellow IRIS-Registered
Trademark-, the introduction of The White IRIS-TM- or the introduction of
other new products. Furthermore, foreign countries also typically regulate
the sale of medical devices, but the potential impact of such regulations has
not been evaluated.
TECHNOLOGICAL CHANGE
The microelectronics technology upon which current and proposed instruments
of IRIS rely is undergoing rapid technological development and change. There
can be no assurance that their products will be competitive in light of possible
future developments. While IRIS owns a number of patents covering its
technology, changes in technology could produce design alternatives which avoid
infringing the IRIS patents or otherwise diminish any proprietary advantage.
ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS
Although IRIS has received patents with respect to certain of its
technology, even receipt of such patents may not insulate IRIS from damaging
competition, as competitors could challenge any patents or simply use
different design approaches. For example, IRIS is currently defending two of
its patents in a declaratory relief action brought by Intelligent Medical
Imaging, Inc. In addition, IRIS may not be able to afford the expenses
required to enforce any patent or copyright they may hold or acquire.
Moreover, the IRIS products would have to be restructured or abandoned if
third parties are found to hold relevant patent or other rights.
ACQUISITION ISSUES
As the result of a strategy adopted in 1995, IRIS has completed three
acquisitions in the last 13 months, and IRIS may conduct additional acquisitions
in the future. Integrating the operations and activities of acquired companies
and businesses requires significant effort. IRIS has not had any prior
experience in the process of accomplishing such integrations, and there can be
no assurances that IRIS can successfully integrate the companies and businesses
that it has acquired in the past or may acquire in the future.
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<PAGE>
COMPETITION
IRIS is not aware of any competitor marketing a complete urinalysis system.
However, TOA Medical Electronics Co., Ltd., a Japanese company ("TOA"), is
marketing a urine sediment analyzer in Japan (the UA-2000) and recently began
displaying a new urine sediment analyzer based on particle counting technology
(the UF-100) to selected prospects in the U.S. IRIS subsequently asserted its
rights under a 1988 agreement between the two companies to distribute the UF-100
in North America. TOA disputes the right of IRIS to distribute this product and
has requested arbitration of the issue in accordance with the terms of the 1988
agreement. IRIS does not have sufficient information regarding the performance
and pricing of the UF-100 to evaluate its potential competitive impact; however,
the mere prospect of its introduction in the United States could temporarily
disrupt the market for The Yellow IRIS-Registered Trademark-. In addition, some
companies are marketing disposable test strips which they claim reduce the need
for microscopic examinations. Although recent medical literature reads to the
contrary, the controversy caused by this claim has hampered the IRIS sales
efforts in some hospitals. A major consumable product of StatSpin, now an IRIS
subsidiary, is the PlasmaRotor. It is used for the rapid preparation of plasma
from whole blood for chemistry or coagulation testing. Sales of the PlasmaRotor
have been negatively impacted by the appearance on the market of a centrifuge
that processes the primary blood collecting tube itself without need for sample
transfer to an intermediate disposable. Although StatSpin is answering that
challenge with the development of its own "primary tube spinner," it should be
recognized that, unlike most StatSpin products, such centrifuge will generate
minimal aftermarket consumables demand. Moreover, there are many firms in the
medical instrument and health care industry with financial resources, experience
and technical staff substantially larger than those of IRIS, some of which may
be developing or planning the development of competitive devices unbeknown to
IRIS.
DEPENDENCE ON KEY PERSONNEL
IRIS does not have employment agreements with any of its principal
executive officers except Dr. Thomas Kelley, a Vice President of IRIS and the
President of the IRIS subsidiary StatSpin. The loss of the services of any
of the principal executive officers of IRIS could have a material adverse
effect on IRIS. Also, there is intense competition for qualified personnel
in the industry in which IRIS is operating, and IRIS may not be successful in
recruiting and retaining needed personnel.
UNCERTAINTIES IN STATSPIN DISTRIBUTION CHANNELS
A significant part of the new IRIS marketing strategy adopted in 1995
depends on gaining market access to smaller laboratories and physicians
offices. IRIS believes that StatSpin has suitable distribution channels for
this purpose and intends to transfer to StatSpin responsibility for marketing
the product lines recently acquired from Biovation and UroHealth Systems.
StatSpin's largest distributor to the hospital market, Curtin Matheson
Scientific, Inc., was acquired by Fisher International, Inc. in October 1995.
IRIS cannot predict the impact of Fischer Scientific's acquisition of Curtin
Matheson Scientific on its relationship with StatSpin, and the loss of this
distribution channel could have a material adverse effect on StatSpin and
potentially IRIS.
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
shares of Common Stock offered hereby; however, to the extent that Selling
Stockholders choose to exercise any options or warrants to purchase Shares,
the Company will receive proceeds equal to the exercise price of such options
or warrants multiplied by the number of shares purchased.(1)
SELLING STOCKHOLDERS
The Company acquired StatSpin Technologies in February 1996. The Selling
Stockholders are former securityholders of StatSpin Technologies. The Shares
consist of (i) 340,260 shares of Common Stock issued in exchange for shares of
common stock of StatSpin Technologies and stock appreciation rights issued by
StatSpin Technologies and (ii) 126,051 shares of Common Stock issuable upon the
exercise of options and warrants issued by StatSpin Technologies and assumed by
the Company in connection with the acquisition.
Of the total number of Shares being registered, (i) 34,029 Shares are
currently held in escrow as security for any indemnification claims made by the
Company prior to the first anniversary of the acquisition (the "Escrow Shares")
and (ii) 27,281 Shares are currently held by the Company as security for
reimbursement from certain Selling Stockholders for cash advanced to satisfy tax
withholding obligations relating to the exchange of their stock appreciation
rights for Common Stock (the "Tax Withholding Shares"). The Escrow Shares will
be released to the Selling Stockholders on February 1, 1997 to the extent not
subject to any indemnification claims from the Company. The Tax Withholding
Shares will be released to each applicable Selling Stockholder upon repayment in
full to the Company of the amounts advanced to such Selling Stockholder. These
Selling Stockholders have agreed to reimburse the Company for such amounts on or
before August 1, 1996.
The following table sets forth the number of Shares beneficially owned by
each of the Selling Stockholders and included herein. Because the Selling
Stockholders may offer all or some of the Shares which they own pursuant to the
offering contemplated by this Prospectus, and because there are currently no
agreements, arrangements or understandings with respect to the sale of any of
the Shares, no estimate can be given as to the amount of Shares that will be
held by the Selling Stockholders after completion of this offering. The Shares
offered by this Prospectus may be offered from time to time by the Selling
Stockholders named below.
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(1) The Selling Stockholders hold options and warrants to purchase from
IRIS an aggregate of 126,051 shares of IRIS Common Stock for an aggregate
exercise price of $534,071.68.
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<TABLE>
<CAPTION>
Shares Issuable Beneficially Owned
Upon Shares as
Beneficially Shares Satisfaction a Percent of
Owned Number Subject to of Withholding Outstanding
Names of Selling Stockholders of Shares(1) Escrow Obligation Common Stock(2)
- ----------------------------- ------------ ---------- --------------- ------------------
<S> <C> <C> <C> <C>
Thomas Kelley(3) 106,601(4) 10,156 0 1.7%
Robert L. Scott 49,140 4,914 0 *
Allen & Co., Inc. 73,062(5) 2,529 0 1.2%
Corning Incorporated(6) 22,113 2,211 0 *
William R. Newhouse 25,277(7) 2,166 0 *
Reuben Wisotzky 23,704(8) 1,548 0 *
James & Mary McKenney 24,049(9) 1,310 0 *
Michael Epstein 32,001(10) 921 0 *
</TABLE>
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* Less than one percent (1%) of outstanding stock.
(1) Includes Shares subject to Escrow and Shares Issuable Upon
Satisfaction of Withholding Obligation.
(2) Based upon 6,306,661 shares of IRIS Common Stock outstanding on
April 24, 1996.
(3) Dr. Kelley is a Vice President and Director of IRIS and President
of its StatSpin subsidiary.
(4) Includes 5,045 shares issuable upon exercise of stock warrants
which expire April 30, 1996. Excludes 1,638 shares held by Rosemary Kelley,
as to which Thomas Kelley disclaims beneficial ownership.
(5) Includes 47,776 shares issuable upon exercise of stock warrants which
expire November 14, 2000.
(6) Including its donees.
(7) Includes 1,093 shares issuable upon exercise of stock options which
expire March 31, 1997; 2,522 shares issuable upon exercise of stock warrants
which expire April 30, 1996. Excludes 9,553 shares issuable upon exercise of
stock warrants held by Beverly Newhouse, which expire March 13, 1997, as to
which William Newhouse disclaims beneficial ownership.
(8) Includes 2,182 shares issuable upon exercise of stock options which
expire March 13, 1997; 1,261 shares issuable upon exercise of stock warrants
which expire April 30, 1996; and 4,778 shares issuable upon exercise of stock
warrants which expire March 13, 1997.
(9) Includes 1,392 shares issuable upon exercise of stock warrants
which expire April 30, 1996; and 9,553 shares issuable upon exercise of stock
warrants which expire March 13, 1997.
(10) Includes 8,190 shares issuable upon exercise of stock options which
expire November 14, 2000; 5,045 shares issuable upon exercise of stock
warrants which expire April 30, 1996; and 9,553 shares issuable upon exercise
of stock warrants which expire March 13, 1997.
-8-
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<TABLE>
<CAPTION>
Shares Issuable Beneficially Owned
Upon Shares as
Beneficially Shares Satisfaction a Percent of
Owned Number Subject to of Withholding Outstanding
Names of Selling Stockholders of Shares Escrow Obligation Common Stock
- ----------------------------- ------------ ---------- --------------- ------------------
<S> <C> <C> <C> <C>
Bionostics, Inc. 4,095 410 0 *
Arnold M. Zais 4,095 410 0 *
Michael Cronin 10,682(11) 369 0 *
Thalia V. Crooks 6,542(12) 235 0 *
Gustav H. Dreier 13,738 1,374 5,846 *
Alan W. Eilertson 2,047 205 0 *
Donald H. Eilertson 2,047 205 0 *
Donald & Anna R. Husmann 7,709(13) 205 0 *
Rosemary Kelley 1,638 164 0 *
Sid Shuman, Jr. 1,638 164 0 *
Arnold Cattani 1,670(14) 41 0 *
S. Cattani 819 82 0 *
K. Cattani 409 41 0 *
L. Cattani 409 41 0 *
M. Cattani 409 41 0 *
Beverly Newhouse 9,553(15) 0 0 *
Joseph Whittier 779 78 390 *
Francis Lau 10,132 1,013 5,066 *
Julio Rotondi 422 42 211 *
Kathleen Gaumond 4,676 468 2,338 *
Steven Bois 3,897 390 1,949 *
Gail Magrath 3,507 351 1,754 *
Judith Gallego 779 78 390 *
Larry Shephard 422 42 211 *
James Laugharn 4,221 422 2,111 *
Victor Jones 14,029 1,403 7,015 *
</TABLE>
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(11) Includes 630 shares issuable upon exercise of stock warrants which
expire April 30, 1996; and 6,367 shares issuable upon exercise of stock
warrants which expire March 13, 1997.
(12) Includes 1,007 shares issuable upon exercise of stock warrants
which expire April 30, 1996; and 3,181 shares issuable upon exercise of stock
warrants which expire March 13, 1997.
(13) Includes 884 shares issuable upon exercise of stock warrants which
expire April 30, 1996; and 4,778 shares issuable upon exercise of stock warrants
which expire March 13, 1997.
(14) Includes 1,261 shares issuable upon exercise of stock warrants
which expire April 30, 1996. Excludes the following shares as to which
Arnold Cattani disclaims beneficial ownership: 819 shares held by S. Cattani;
409 shares held by K. Cattani; 409 shares held by L. Cattani; and 409 shares
held by M. Cattani.
(15) Includes 9,553 shares issuable upon exercise of stock warrants
which expire March 13, 1997.
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PLAN OF DISTRIBUTION
The sale of all or a portion of the Shares offered hereby by the Selling
Stockholders may be effected from time to time on the AMEX at prevailing prices
at the time of such sales, at prices related to such prevailing prices or at
negotiated prices. The Selling Stockholders may sell all or a portion of the
Shares in private transactions or in the over-the-counter market at prices
related to the prevailing prices of the Shares on the AMEX at the time of the
sale. The Selling Stockholders may effect such transactions by selling to or
through one or more broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders. For example, the Shares may be sold by one or
more of the following without limitation: (a) a block trade in which the broker
or dealer so engaged will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (d)
face to face transactions between sellers and purchasers without a broker-
dealer. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate in the
resales.
The Selling Stockholders and any broker-dealers that participate in the
distribution may under certain circumstances be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions received by such
broker-dealers and any profits realized on the resale of shares by them may be
deemed to be underwriting discounts and commissions under the Securities Act.
To the extent required under the Securities Act, a supplemental prospectus will
be filed disclosing (a) the name of any such broker-dealers, (b) the number of
Shares involved, (c) the price at which such Shares are to be sold, (d) the
commissions paid or discounts or concessions allowed to such broker-dealers,
where applicable, (e) that such broker-dealers did not conduct any investigation
to verify the information set out or incorporated by reference in this
prospectus, as supplemented, and (f) other facts material to the transaction.
The Company and the Selling Stockholders may agree to indemnify such
broker-dealers against certain liabilities, including liabilities under the
Securities Act. In addition, the Company has agreed to indemnify the Selling
Stockholders and any underwriter with respect to the Shares against certain
liabilities, including, without limitation, certain liabilities under the
Securities Act, or, if such indemnity is unavailable, to contribute toward
amounts required to be paid in respect of such liabilities.
The Company has agreed to pay certain costs and expenses incurred in
connection with the registration of the Shares, except that the Selling
Stockholders shall be responsible for all selling commissions, transfer taxes
and related charges in connection with the offer and sale of such Shares.
There is no assurance that any of the Selling Stockholders will sell any or
all of the Shares. The Company has agreed to keep the registration statement
relating to the offering and sale by the Selling Stockholders of the Shares
continuously effective for a period of two (2) years from the date of this
Prospectus.
-10-
<PAGE>
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for the
Company by the law firm of Irell & Manella LLP, Los Angeles, California.
EXPERTS
The financial statements of International Remote Imaging Systems, Inc.,
included in the report on Form 10-K of the Company for the fiscal year ended
December 31, 1995 referred to above, have been audited by Coopers & Lybrand LLP,
independent accountants, as set forth in their report dated March 20, 1996,
accompanying such financial statements, and are incorporated by reference in
reliance upon the report of such firm, which report is given upon their
authority as experts in accounting and auditing.
The financial statements of Norfolk Scientific, Inc., included in the
report on Form 8-K of the Company dated February 1, 1996 referred to above,
have been audited by KPMG Peat Marwick LLP, independent accountants, as set
forth in their report dated May 26, 1995 accompanying such financial
statements, and are incorporated by reference in reliance upon the report of
such firm, which report is given upon their authority as experts in
accounting and auditing.
Any financial statements and schedules herein incorporated by reference in
the registration statement of which this prospectus is a part that have been
audited and are the subject of a report by independent accountants will be so
incorporated by reference in reliance upon such reports and upon the authority
of such firms as experts in accounting and auditing to the extent covered by
consents filed with the Commission.
-11-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by the Company in connection with the distribution of
securities being registered, are estimated as follows:
Accounting Fees and Expenses . . . . . . . . . . . . . . .$ 4,000
Legal Fees and Expenses. . . . . . . . . . . . . . . . . .$15,000
Miscellaneous Expenses . . . . . . . . . . . . . . . . . .$ 1,000
-------
Total. . . . . . . . . . . . . . . . . . . . . . . . .$20,000
-------
-------
The Selling Stockholders will be responsible for all selling commissions,
transfer taxes and related charges in connection with the offer and sale of the
Shares.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify any person who was or is a party or is threatened to by made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than a suit by
or in the right of the corporation) by reason of the fact that he or she is or
was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as an officer, employee or agent of
another corporation or enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed to
be in and not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe his or her
conduct was unlawful. In the case of an action by or in the right of the
corporation, no indemnification may be made with respect to any claim, issue or
manner as to which such person has been adjudged to be liable to the corporation
unless the Court of Chancery or the court in which such action or suit was
brought determines that despite the adjudication of liability, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper. Section 145 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to above or in the defense of any claim issue or manner
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.
Corporations may also advance expenses incurred in defending proceedings against
corporate agents upon receipt of an undertaking that the agent will reimburse
the corporation if it is ultimately determined that the agent is not entitled to
be indemnified against expenses reasonably incurred.
II-1
<PAGE>
The Company's Certificate of Incorporation provides, in effect, that, to
the extent and under the circumstances permitted by Section 145 of the Delaware
General Corporation Law, the Company shall indemnify any person who was or is a
party or is threatened to be made a party to any action, suit or proceeding of
the type described above by reason of the fact that he or she is or was a
director, officer, employee or agent of the Company or is or was serving at the
request of the Company as director, officer, employee or agent of another
corporation or enterprise.
As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation limits the personal liability of its directors for
violations of their fiduciary duty. This eliminates each director's liability
to the corporation or its stockholders for monetary damages except (i) for any
breach of the director's duty of loyalty; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) pursuant to Section 174 of the Delaware General Corporation Law providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions; or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this amendment is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1 Specimen of Common Stock Certificate*
5.1 Legal Opinion of Irell & Manella LLP
23.1 Consent of Irell & Manella LLP (included in legal opinion filed
as Exhibit 5.1)
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of KPMG Peat Marwick LLP
</TABLE>
* Previously Filed
_________________________________
ITEM 17. 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-2
<PAGE>
(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;
(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 1(i) and 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 by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 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 registrant's 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 plan's annual report pursuant to section 15(d) of
the Securities 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
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 and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 24th day of
April, 1996.
INTERNATIONAL REMOTE IMAGING
SYSTEMS, INC.
By: *
------------------------------
Fred H. Deindoerfer
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman, Chief Executive April 24, 1996
- ----------------------- Officer, Chief Financial Officer,
Dr. Fred H. Deindoerfer and Director
II-4
<PAGE>
* Director April 24, 1996
- -----------------------
Dr. John A. O'Malley
* Director April 24, 1996
- -----------------------
Steven M. Besbeck
* Director April 24, 1996
- -----------------------
Thomas F. Kelley
/s/ E. Eduardo Benmaor Secretary, Controller, and April 24, 1996
- ----------------------- Principal Accounting Officer
E. Eduardo Benmaor
*By: /s/ E. Eduardo Benmaor
----------------------
E. Eduardo Benmaor
as Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- -------
<S> <C> <C>
4.1 Specimen of Common Stock Certificate*
5.1 Legal Opinion of Irell & Manella LLP
23.1 Consent of Irell & Manella LLP (included in legal
opinion filed as Exhibit 5.1)
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of KPMG Peat Marwick LLP
</TABLE>
* Previously Filed
i
<PAGE>
[LETTERHEAD]
April 24, 1996
International Remote Imaging Systems, Inc.
9162 Eton Avenue
Chatsworth, California 91311
Ladies and Gentlemen:
We have examined Amendment No. 1 to the Registration Statement on
Form S-3 (the "Registration Statement") to be filed by you with the
Securities and Exchange Commission on April 24, 1996, in connection with the
offer of certain selling stockholders named therein (the "Selling
Stockholders") to sell from time to time up to 466,311 shares (the "Shares")
of the Common Stock, $.01 par value, of International Remote Imaging Systems,
Inc. (the "Company"). The Shares may be sold from time to time by the Selling
Stockholders on the American Stock Exchange ("AMEX") at prevailing prices at
the time of such sales, at prices related to such prevailing prices or at
negotiated prices. The Selling Stockholders may sell all or a portion of the
Shares in private transactions or in the over-the-counter market at prices
related to the prevailing prices of the Shares on the AMEX at the time of the
sale. The Selling Stockholders may effect such transactions by selling to or
through one or more broker-dealers. As your counsel in connection with this
transaction, we have examined the proceedings proposed to be taken in
connection with said offer and sale of the Shares and such other matters and
documents as we have deemed necessary or relevant as a basis for this opinion.
Based on these examinations, it is our opinion that upon completion
of the proceedings being taken or which we, as your counsel, contemplate will
be taken prior to the offer and sale of the Shares, the Shares, when offered
and sold in the manner referred to in the Registration Statement, will
be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the reference to this firm
under the caption "Legal Matters" in the Prospectus forming a part of the
Registration Statement. This opinion is furnished to you in connection with
the registration of the Shares, is solely for your benefit and may
<PAGE>
International Remote Imaging Systems, Inc.
April 24, 1996
Page 2
not be relied upon by, nor copies delivered to, any other person or entity
without our prior written consent.
Very truly yours,
/s/ Irell & Manella LLP
Irell & Manella LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of International Remote Imaging Systems, Inc. on Form S-3 (File No.
333-02001) of our report dated March 20, 1996, on our audits of the financial
statements of International Remote Imaging Systems, Inc. We also consent to
the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Sherman Oaks, California
April 23, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Norfolk Scientific, Inc.:
We consent to the incorporation by reference in the registration statement
No. 333-02001 on Form S-3 of International Remote Imaging Systems, Inc. of
(i) our report dated May 26, 1995, with respect to the balance sheets of
Norfolk Scientific, Inc. as of March 31, 1995 and 1994, and the related
statements of income and accumulated deficit and cash flows for the years
then ended and (ii) our report dated May 27, 1994, except as to note 7
which is as of February 17, 1995, and note 5 which is as of March 16, 1995,
with respect to the balance sheets of Norfolk Scientific, Inc. as of
March 31, 1994 and 1993, and the related statements of operations and
accumulated deficit and cash flows for the years then ended, which
reports appear in the Form 8-K of International Remote Imaging Systems,
Inc. dated February 16, 1996, and to the reference to our Firm under
the heading "Experts" in the Prospectus.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
April 19, 1996
