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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): May 9, 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 May 9, 1996, the Registrant issued a press release announcing that it had
signed a letter of intent to purchase the digital imaging business of Perceptive
Scientific Instruments, Inc. for $16 million. 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: May 9, 1996 By: /s/ E. Eduardo Benmaor
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E. Eduardo Benmaor
Controller, Principal Accounting
Officer and Secretary
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EXHIBIT 99
IRIS TO PURSUE ACQUISITION OF
PERCEPTIVE SCIENTIFIC INSTRUMENTS
CHATSWORTH, CA, MAY 9, 1996 -- International Remote Imaging Systems, Inc.
(IRI-AMEX) announced today that it has signed a letter of intent to acquire the
digital imaging business of Perceptive Scientific Instruments, Inc. (PSI) for
$16 million, $9 million in cash and $7 million in subordinated convertible
debentures. PSI, a privately held company based in Houston, is a recognized
leader in the development and supply of digital imaging systems for biological,
clinical and research applications. PSI's primary business is providing genetic
analysis instrumentation and related services through worldwide sales of its
proprietary PowerGene-TM- product line. The PowerGene-TM- product line, based in
part on image processing technology from NASA, is used in various cytogenetic
procedures, including automatic chromosome karyotyping, DNA probe analysis via
fluorescent in-situ hybridization methods and comparative genomic hybridization
analysis. The PowerGene-TM- System is marketed nationally from PSI's Houston
headquarters and internationally through its U.K. subsidiary.
According to Dr. Fred Deindoerfer, IRIS Chairman and President, "This
acquisition of PSI with its world class technology in genetic analysis combined
with IRIS leadership in imaging flow cytometry clearly places IRIS in center
stage as the premier imaging company in the in vitro diagnostics field
worldwide."
James L. Hurn, Chairman of PSI's parent company said, "The combination of
PSI and IRIS brings together complementary, leading-edge technologies and the
financial resources to assure their optimal development for the benefit of both
companies.
The acquisition is subject to a number of significant conditions, including
completion of due diligence by IRIS, negotiation and execution of a definitive
written agreement, approval by the Board of Directors of IRIS and approval by
the controlling shareholder of PSI's parent company.
IRIS, a Los Angeles based company, manufactures and markets fast, efficient
and highly accurate automated diagnostic equipment to clinical laboratories
nationwide. Its principal product, The Yellow IRIS-Registered Trademark-
urinalysis workstation, is based on IRIS patented slideless microscopy and rapid
image processing technology. IRIS is the recognized leader in automated
microscopic urinalysis with The Yellow IRIS-Registered Trademark- in use in
hospitals in more than 75 percent of all U.S. medical schools, as well as other
leading hospitals nationwide. IRIS, together with its recently acquired
StatSpin subsidiary, had combined net sales and other revenues of more than
$16 million in 1995.
