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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
460259104
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(CUSIP Number)
FRED H. DEINDORFER
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9162 ETON AVENUE
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CHATSWORTH, CA 91311
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(818) 709-1244
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 26, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [__].
Check the following box if a fee is being paid with this statement [__]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP Number 460259104
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1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of above persons
Sysmex Corporation of America (formerly known as TOA Medical Electronics
(U.S.A.), Inc. and as Sysmex Corporation), I.R.S. I.D. No. 95-3432251
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) 00
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) NOT APPLICABLE
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6) Citizenship or Place of Organization CALIFORNIA
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Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power 0
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8) Shared Voting Power 0
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9) Sole Dispositive Power 0
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10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11)
0%
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14) Type of Reporting Person (see Instructions) CO
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Item 1. SECURITY AND ISSUER.
This Amendment No. 1 amends the Schedule 13D relating to shares of
Common Stock (the "Stock") of International Remote Imaging Systems, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 9162 Eton Avenue, Chatsworth, California 91311.
Item 2. IDENTITY AND BACKGROUND.
No change except TOA Medical Electronics (U.S.A.), Inc. is now known
as Sysmex Corporation of America ("Sysmex") with its principal executive office
and mailing address at Gilmer Road 6699 RFD, Long Grove, IL 60047-9596.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
331,851 shares of Stock of the Issuer was transferred from Sysmex to
its parent, TOA Medical Electronics Co., Ltd., a corporation organized
under the laws of Japan ("TOA") on December 26, 1996 for a cash
aggregate consideration of One Million Four Hundred Fourteen Thousand
Three Hundred and Fifteen Dollars ($1,414,315.00). The source of such
funds was TOA's working capital. As a result of the transfer Sysmex
no longer beneficially owns any shares of the Stock of the Issuer.
Item 4. PURPOSE OF TRANSACTION.
Not Applicable.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of the Stock of the Issuer beneficially
owned by Sysmex is 0 representing 0% of the Stock of the Issuer.
(b) Sysmex no longer holds any voting or disposition power in any of the
Stock of the Issuer.
(c) Transactions by Sysmex in the Stock during the past sixty days: None
(d) Sysmex no longer has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any
shares of the Stock.
(e) Date Sysmex ceased to be beneficial owner of more than five percent of
the Stock outstanding: December 26, 1996.
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Item 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
331,851 shares of Stock of the Issuer was transferred from Sysmex to
TOA pursuant to a Stock Purchase Agreement dated as of December 26,
1996 between TOA and Sysmex, a copy of which is attached hereto as
EXHIBIT 2.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement dated as of December 26, 1996 between TOA and
Sysmex.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 3, 1997
/s/ Eiichi Heki
Eiichi Heki
Chairman, Sysmex Corporation of America.
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EXHIBIT INDEX
Sequentially
Numbered Page
1. Stock Purchase Agreement dated as of
December 26, 1996 between TOA and -------------
Sysmex.
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EXHIBIT 1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "AGREEMENT") is dated as of December 26,
1996 by and between TOA Medical Electronics Co., Ltd., a Japanese corporation
(the "BUYER"), and Sysmex Corporation of America, a California corporation (the
"SELLER"), with reference to the following facts:
R E C I T A L S
A. Seller is the beneficial owner of 331,851 shares of capital stock of
International Remote Imaging Systems, Inc., a Delaware corporation (the
"STOCK").
B. Buyer wishes to acquire the Stock from Seller, and Seller wish to sell
the Stock to Buyer, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements hereinafter set forth, the parties agree as follows:
ARTICLE I: PURCHASE AND SALE OF THE STOCK.
1.1 PURCHASE PRICE. On the Closing Date (as defined in Section 1.2
below), Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of
the Stock for an aggregate purchase price of One Million Four Hundred Fourteen
Thousand Three Hundred Fifteen Dollars ($1,414,315) (the "PURCHASE PRICE"),
based upon the average price per share of the Stock in November 1996, which was
$4.2619.
1.2 CLOSING. The closing of the purchase and sale of the Stock (the
"CLOSING") shall take place at the offices of Seller, on December 26, 1996 at
6:00 p.m., Central time, or at such other place or at such other date and time
as Seller and Buyer may mutually agree (the "CLOSING DATE").
1.3 DELIVERY; PAYMENT. At the Closing:
(a) Buyer shall deliver to Seller the Purchase Price in immediately
available funds by wire transfer to an account designated by Seller. Such
funds shall represent the entire payment due from Buyer to Seller in
consideration of the Stock, and transfer of such amount shall discharge
Buyer's obligation with respect to payments due at the Closing. Buyer and
Seller shall also deliver to each other such other documents required to be
delivered by such parties hereunder.
(b) Seller shall deliver to Buyer immediately after the confirmation
of the payment in subsection (a) above the certificates representing the
Stock, duly endorsed in blank or accompanied by a stock power duly executed
in blank.
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ARTICLE II: COVENANT, REPRESENTATION AND WARRANTY OF SELLER.
All shares of Stock are, and shall be transferred by Seller to Buyer
hereunder, free and clear of all pledges, liens, security interests, charges,
encumbrances or other adverse claims.
ARTICLE III: MUTUAL COVENANTS OF BUYER AND SELLER.
As promptly as practicable after the date of this Agreement, the Seller
shall effect all filings, registrations and requests for consent with, and use
best efforts to obtain all consents, authorizations, approvals and declarations
from, all third parties and government agencies required under laws applicable
to the Seller or contracts to which the Seller is a party for the Seller to
consummate the transactions contemplated hereby. Buyer shall use reasonable
efforts to assist the Seller as reasonably requested with all matters described
above in this Section. In addition, as promptly as practicable after the date
hereof, Buyer will make all filings with governmental bodies and other
regulatory authorities, and use all reasonable efforts to obtain all permits,
approvals, authorizations and consents of all third parties, necessary under
laws applicable to Buyer or contracts to which Buyer is party for Buyer to
consummate the transactions contemplated by this Agreement.
ARTICLE IV: CONDITIONS PRECEDENT.
4.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligations of
Buyer under this Agreement are subject, at the option of Buyer, to the
satisfaction or waiver (in writing) of each of the following conditions at or
prior to the Closing Date:
4.1.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Those
representations and warranties of the Seller contained in this Agreement or
in any certificate or document delivered to Buyer pursuant hereto shall be
true and correct on and as of the Closing Date as though made at and as of
that date.
4.1.2 COMPLIANCE WITH COVENANTS. Seller shall have performed and
complied with all terms, agreements, covenants and conditions of this
Agreement to be performed or complied with by it on or before the Closing
Date.
4.1.3 CONSENTS OBTAINED; FILINGS. Each party shall have obtained
all consents and approvals from and shall have completed all declarations,
filings and registrations with, government agencies and private third
parties that are required for the execution, delivery and performance of
this Agreement by such party, except where the failure to obtain such
consents or approvals is a result of a breach by Buyer.
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4.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS. The obligations of
Seller under this Agreement are subject, at the option of Seller, to the
satisfaction or waiver (in writing) of each of the following conditions at or
prior to the Closing Date:
4.2.1 COMPLIANCE WITH COVENANTS. Buyer shall have performed and
complied with all terms, agreements, covenants and conditions of this
Agreement to be performed or complied with by it on or before the Closing
Date.
4.2.2 CONSENTS OBTAINED. Each party shall have obtained all
material consents and approvals required for the execution, delivery and
performance of this Agreement by such party, except where the failure to
obtain such consents or approvals is a result of a breach by Seller.
4.2.3 PAYMENT. Buyer shall have transferred to Sellers the
amounts required to be transferred under SECTION 1.1.
ARTICLE V: INDEMNIFICATION.
Each of Buyer and Seller (the "indemnifying party") agrees to indemnify,
defend and hold harmless the other party (including the other party's officers,
directors, employees and agents) from and against the full amount of any and all
costs and expenses (including, without limitation, reasonable attorneys' fees
and expenses and court costs incident to any suit, action, investigation or
other proceedings), damages and losses arising in connection with any breach by
the indemnifying party of any covenant, representation or warranty hereunder.
ARTICLE VI: TERMINATION.
6.1 TERMINATION. This Agreement may be terminated at any time on or prior
to the Closing Date:
6.1.1 By mutual agreement of Seller and Buyer.
6.1.2 By Seller if any of the conditions set forth in SECTION 4.2
hereof shall not have been fulfilled on or prior to the Closing Date.
6.1.3 By Buyer if any of the conditions set forth in SECTION 4.1
hereof shall not have been fulfilled on or prior to the Closing Date.
6.2 EFFECTS OF TERMINATION. If this Agreement is terminated pursuant to
this Article, all obligations of the parties hereunder shall terminate without
liability of any party to any other party. Nothing contained in this SECTION
6.2 shall relieve any party of liability for any breach of this Agreement which
occurred prior to termination of this Agreement.
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ARTICLE VII: MISCELLANEOUS.
7.1 COOPERATION. Each party hereto agrees, both before and after the
Closing, to execute any and all further documents and writings and perform such
other reasonable actions which may be or become necessary or expedient to
effectuate and carry out the Transactions (which shall not include any
obligation to make payments).
7.2 EXPENSES. Each party shall bear its own expenses in connection with
this Agreement and the transactions contemplated hereby.
7.3 ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement constitutes
the entire agreement among the parties pertaining to the subject matter hereof
and supersedes all prior agreements and undertakings of the parties in
connection therewith. This Agreement shall inure to the benefit of and be
binding upon each of the parties hereto and their respective successors and
assigns.
7.4 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Illinois.
7.5 ADJUSTMENT FOR STOCK SPLITS, ETC. Notwithstanding any other provision
of this Agreement to the contrary, in the event of any stock split,
reclassification, recapitalization or other extraordinary transaction with
respect to the Stock prior to the Closing Date, the Stock to be sold and the
consideration to be paid in respect thereof shall be appropriately adjusted to
reflect such transaction.
7.6 COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first above
written.
"BUYER"
TOA MEDICAL ELECTRONICS CO., LTD.,
a Japanese corporation
By: /s/ Hisashi Ietsugu
Name: Hisashi Ietsugu
Title: President
"SELLER"
SYSMEX CORPORATION OF AMERICA,
a California corporation
By: /s/ Eiichi Heki
Name: Eiichi Heki
Title: President
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