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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 31, 1996
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9767 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 31, 1996, International Remote Imaging Systems, Inc. ("IRIS" or
the "Registrant") acquired the digital imaging business of Perceptive
Scientific Instruments, Inc. ("PSI") for $9.1 million in cash, a $7.0 million
subordinated debenture and a five-year warrant to purchase 875,000 shares of
IRIS common stock at $8.00 per share. IRIS paid the cash portion of the
purchase price with funds obtained from City National Bank under a $7.8
million term loan and a new $1.5 million revolving line of credit. Under the
terms of the acquisition agreement, the Registrant will appoint Edward
Randall III, principal owner of PSI, to its Board of Directors.
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 product line,
based in part on image processing technology from NASA, is used in various
cytogenetic procedures, including chromosome karyotyping, DNA probe analysis
via fluorescent in-situ hybridization methods and comparative genomic
hybridization analysis. The PowerGene system is marketed nationally from
PSI's Houston headquarters and internationally through its U.K. subsidiary.
PSI had revenues of $7.2 million for the trailing twelve-months ended June 30,
1996.
ITEM 7. FINANCIAL STATEMENTS PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable to provide the required financial statements
at this time. As permitted by Item 7(a)(4) of Form 8-K, the Registrant
will file such information as soon as it is practicable but in no
event later than 60 days after the due date of this report.
(b) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required pro forma financial
information at this time. As permitted by Item 7(b)(2) of Form 8-K,
the Registrant will file such information as soon as it is practicable
but in no event later than 60 days after the due date of this report.
(c) EXHIBITS.
2 Asset Purchase Agreement dated as of July 15, 1996 by and among
International Remote Imaging Systems, Inc., Digital Imaging
Technologies, Inc., Perceptive Scientific Instruments, Inc. and
Perceptive Scientific Technologies, Inc.(1)
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(1)Incorporated by reference to IRIS's Current Report on Form 8-K dated
July 15, 1996.
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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: August 12, 1996 By: /s/ E. Eduardo Benmaor
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E. Eduardo Benmaor
Controller, Principal Accounting
Officer and Secretary
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EXHIBIT INDEX
NO. DOCUMENT
2 Asset Purchase Agreement dated as of July 15, 1996 by
and among International Remote Imaging Systems, Inc.,
Digital Imaging Technologies, Inc., Perceptive
Scientific Instruments, Inc. and Perceptive Scientific
Technologies, Inc.(1)
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(1)Incorporated by reference to IRIS's Current Report on Form 8-K dated
July 15, 1996.
