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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
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INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
460259104
(CUSIP Number)
FRED H. DEINDORFER
9162 ETON AVENUE
CHATSWORTH, CA 91311
(818) 709-1244
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 26, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
re-port 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
TOA Medical Electronics Co., Ltd., None
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) WC
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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 Japan
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Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power 331,851
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8) Shared Voting Power 0
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9) Sole Dispositive Power 331,851
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10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
331,851
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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)
5.3% as of April 29, 1996
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14) Type of Reporting Person (see
Instructions) CO
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Item 1 SECURITY AND ISSUER.
This Schedule 13D relates 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, 91311.
Item 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by TOA Medical Electronics Co.,
Ltd., a corporation organized under the laws of Japan ("TOA"). TOA's principal
business is manufacturing medical diagnostic equipment. The address of TOA's
principal office is at 7-2-1 Minatojima-nakamachi, Chuo-ku, Kobe, 650 Japan.
The name, business or residence address and present occupation or employment of
each of the executive officers and directors of TOA are set forth in EXHIBIT 1
hereto and are incorporated herein by reference. All directors of TOA hold
Japanese citizenship.
During the last five years, none of TOA or its executive officers or
directors has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
it would be subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
331,851 shares of Stock of the Issuer was transferred from TOA's
subsidiary, Sysmex Corporation of America (formerly known as TOA
Medical Electronics (U.S.A.), Inc. and as Sysmex Corporation)
("Sysmex") 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.
Item 4. PURPOSE OF TRANSACTION.
The purpose of the transaction was to transfer to TOA the holding
of Stock of the Issuer which had been owned by Sysmex. TOA has
no present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
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(c) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividends policy of the Issuer;
(f) Any other materials change in the Issuer's business or
corporate structure, including but not limited to, if the Issuer
is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which
a vote is required by section 13 of the Investment Company Act of
1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to section
12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of Stock of the Issuer
beneficially owned by TOA is 331,851, representing 5.3% of the
Stock of the Issuer as of April 29, 1996.
(b) TOA has sole power to vote and to dispose of all of the
331,851 shares of the Stock of the Issuer.
(c)-(e) Not applicable.
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,
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1996 between TOA and Sysmex, a copy of which is attached hereto
as EXHIBIT 2.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Persons referenced in Item 2.
2. 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/ Hisashi Ietsugu
Hisashi Ietsugu
President, TOA Medical Electronics
Co., Ltd.
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EXHIBIT INDEX
Sequentially
Numbered Page
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- -
1. Persons referenced In Item 2. ______
2. Stock Purchase Agreement dated as of
December 26, 1996 between TOA and Sysmex. ______
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EXHIBIT 1
Directors and Executive Officers of TOA Medical Electronics Co., Ltd.
The name and principal occupation of each director and executive
officer of TOA Medical Electronics Co., Ltd. ("TOA") is listed below. The
business address of each is TOA Medical Electronics Co., Ltd., 7-2-1
Minatojima-nakamachi, Chuo-ku, Kobe, 650 Japan
NAME POSITION WITH TOA PRINCIPAL OCCUPATION
---- ----------------- IF OTHER THAN WITH TOA
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Reizo Hashimoto Chairman
Hisashi Ietsugu President (and Chief
Executive)
Yugo Ohta Senior Managing Director
Tokuhiro Okada Managing Director
Kenichi Yukimoto Managing Director
Toshio Miyoshi Director (Executive Vice
President)
Mitsuo Waka Director (Executive Vice
President)
Kunio Nakajima Director (Executive Vice
President)
Eiichi Heki Director (Executive Vice Chairman of Sysmex
President) Corporation of
America, (subsidiary
and U.S. distributor
of TOA), Gilmer Rd.
6699 RFD, Long Grove,
IL 60047-9596
Tadashi Nakatani Director (Executive Vice
President)
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EXHIBIT 2
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 practicableafter 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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