<PAGE> 1
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 30, 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
<PAGE> 2
ITEM 5. OTHER EVENTS.
On September 30, 1996, the Registrant issued a press release
announcing that on that day it had filed a registration statement with the
Securities and Exchange Commission for a public offering by the Registrant of
3,000,000 shares of its Common Stock with Jefferies & Company, Inc., Rauscher
Pierce Refsnes, Inc. and M. Kane & Company, Inc. as underwriters. 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
<PAGE> 1
[IRIS LOGO]
CONTACTS: Dr. F. H. Deindoerfer, CEO
818-709-1244 or
Noah Fields, QA&R/ECOM
212-880-5200 FOR IMMEDIATE RELEASE
- --------------------------------------------------------------------------------
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
FILES FOR PUBLIC OFFERING
CHATSWORTH, CA, September 30, 1996 -- International Remote Imaging
Systems, Inc. (IRIS) announced today the filing of a registration statement
with the Securities and Exchange Commission for a public offering by the
Company of 3,000,000 shares of its Common Stock with Jefferies & Company, Inc.,
Rauscher Pierce Refsnes, Inc. and M. Kane & Company, Inc. as underwriters. The
Company and a selling stockholder have granted the underwriters an option to
buy up to an additional 450,000 shares to cover over-allotments, if any. On
September 27, 1996 the last sale price of the Common Stock as reported on the
American Stock Exchange was $7.6875 per share.
The net proceeds of the offering will be used to reduce outstanding
indebtedness incurred to finance the recent acquisition of the PowerGeneTM
cytogenetic analyzer business of Perceptive Scientific Instruments, Inc., and
to repurchase shares and warrants to purchase shares of the Company's Common
Stock, as well as for working capital and general corporate purposes.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
<PAGE> 2
The preliminary prospectus relating to the offering is expected to be
made available through Jefferies & Company, Inc., 650 Fifth Avenue, 4th Floor,
New York, NY 10019, (212) 903-2342 (phone), (212) 903-2208 (fax); Rauscher
Pierce Refsnes, Inc., at 2711 North Haskell Avenue, Suite 2400, Dallas, TX
75204, (214) 989-1580 (phone), (214) 989-1592 (fax); or M. Kane & Company,
Inc., at 10877 Wilshire Boulevard, Suite 1102, Los Angeles, California 90024,
(310) 208-1166 (phone), 310-443-9920 (fax).
IRIS designs, develops, manufactures and markets IVD imaging systems
based on its patented and proprietary AIM technology for automating microscopic
procedures performed in hospitals and clinical reference laboratories. IRIS's
major product line is The Yellow IRIS(R) family of urinalysis workstations.
Earlier this year, IRIS obtained FDA clearance for The White IRIS(R) leukocyte
differential analyzer, its new instrument for classifying normal and abnormal
white blood cells, and also completed the acquisition of the PowerGene(TM)
cytogenetic analyzer business of Perceptive Scientific Instruments, Inc. IRIS
stock trades on the AMEX under the symbol IRI.
* * * * * *
