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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 27, 1996
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-9767 94-2579751
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
9162 Eton Avenue, Chatsworth, California 91311
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (818) 709-1244
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ITEM 5. OTHER EVENTS.
On September 27, 1996, the Registrant issued a press release
announcing an amendment to a series of agreements with Boehringer Mannheim
Corporation and its affiliates which modifies the relationship of the
Registrant with these companies. A copy of the press release is attached as
Exhibit 99 hereto and incorporated herein by reference.
SIGNATURES
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.
INTERNATIONAL REMOTE IMAGING
SYSTEMS, INC.
Date: October 1, 1996 By: /s/ E. Eduardo Benmaor
---------------------------------
E. Eduardo Benmaor
Controller, Principal
Accounting Officer and
Secretary
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EXHIBIT 99
[IRIS LOGO] NEWS RELEASE
CONTACTS: Dr. F. H. Deindoerfer, CEO
818-709-1244 or
Noah Fields, OA&R/ECOM
212-880-5200 FOR IMMEDIATE RELEASE
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IRIS AND BMC MODIFY RELATIONSHIP;
BOTH COMPANIES EXPECT TO BENEFIT
CHATSWORTH, CA, September 27, 1996 - International Remote Imaging
Systems, Inc. (IRIS), announced today an amendment to a series of agreements
with Boehringer Mannheim Corporation and its affiliates (BMC) which modifies the
relationship of IRIS with these companies. According to executives at both
companies, the modifications facilitate the implementation of new strategic
directions for their respective companies. In BMC's case, new priorities call
for intensive focus on the area of immunodiagnostics and expansion of its
point-of-care product portfolio. New direction for IRIS places more broadened
focus on the entire IVD imaging field.
IRIS, based in Chatsworth, California, manufactures and markets
automated in vitro diagnostic (IVD) imaging systems, including The Yellow
IRIS(R) family of urinalysis workstations and the recently acquired
PowerGene(TM) line of cytogenetic analyzers.
BMC is one of the world's leading suppliers of diagnostic systems and
biochemicals. The company's IVD products include clinical chemistry,
urinalysis and immunodiagnostic analyzer systems, blood glucose measurement
systems, and other devices targeted at point-of-care diagnostics.
(more)
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As a result of the agreement, IRIS and BMC are strengthening their
ties in the supply and distribution of urine test strips while withdrawing from
longer term mutual commitments in the areas of hematology and urine microscopy.
As part of the overall consideration, IRIS will repurchase 469,413 shares and a
warrant to purchase 250,000 shares of IRIS stock owned by BMC at the original
cost of $2,132,141, or $4.54 per share.
IRIS has also received more favorable pricing and terms from BMC in
the supply of urine test strips and a license to certain BMC patents related to
the manufacture of urine test strips, as well as expanded international
distribution rights for the new Model 900UDx urine pathology workstation which
was jointly developed by IRIS and BMC. In addition to its exclusive
distribution in North America, IRIS obtained non-exclusive distribution of the
Model 900UDx in other parts of the world, while BMC retained its exclusive
distribution in Germany and Italy. In return, BMC is relieved of its
obligations to purchase a minimum number of systems and supply of certain
technology and components.
IRIS is the recognized leader in automated urinalysis with its major
product line, The Yellow IRIS family of urinalysis workstations, used in
clinical laboratories in more than 75% of US medical schools and other leading
hospitals nationwide. Earlier this year, IRIS obtained FDA clearance for The
White IRIS leukocyte differential analyzer, its new instrument for classifying
normal and abnormal white blood cells, and also completed the acquisition of the
PowerGene cytogenetic analyzer business of Perceptive Scientific Instruments,
Inc. IRIS stock trades on the AMEX under the symbol IRI.
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