<PAGE> 1
As filed with the Securities and Exchange Commission on July 16 1997
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
94-2579751
(I.R.S. Employer Identification No.)
9162 ETON AVENUE, CHATSWORTH, CALIFORNIA 91311
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK OPTION PLAN
(Full Title of the Plan)
MARTIN S. MCDERMUT
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
9162 ETON AVENUE
CHATSWORTH, CALIFORNIA 91311
(Name and Address of Agent For Service)
(818) 709-1244
Telephone Number, Including Area Code, of Agent For Service.
Copy to:
DANIEL G. CHRISTOPHER, ESQ.
IRELL & MANELLA LLP
1800 AVENUE OF THE STARS, SUITE 900
LOS ANGELES, CALIFORNIA 90067
(310) 277-1010
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share(1) Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 600,000 $4.3125 $2,587,500 $784
=====================================================================================================================
</TABLE>
(1) The offering price is to be computed pursuant to Rule 457(h) and Rule
457(c). As such, the offering price is the average of the bid and the
asked price as of July 11, 1997.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company under the
Exchange Act with the Commission are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996; (2) the description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on June 22, 1993; and (3) the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
Any statement incorporated herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Current and former partners of the law firm of Irell & Manella, LLP own
a total of 85,247 shares of IRIS common stock ("Common Stock") and an option to
purchase 5,000 additional shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article SEVENTH of the Company's Certificate of Incorporation contains
certain provisions permitted under the DGCL relating to the liability of
directors. The provisions eliminate a director's liability for monetary damages
for a breach of fiduciary duty, except in certain circumstances involving
wrongful acts, such as the breach of a director's duty of loyalty or acts or
omissions that involve intentional misconduct or knowing violation of law. The
Company's Certificate of Incorporation also contains provisions requiring the
Company to indemnify its directors and officers to the fullest extent permitted
by the DGCL.
Section 145 of the DGCL provides, in part, that a corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any suit or proceedings because such person is or was a
director, officer, employee or agent of the corporation or was serving at the
request of the corporation, as a director, officer, employee or agent of another
corporation, against all costs actually and reasonably incurred by him in
connection with such suit or proceedings if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. Similar indemnity is permitted to be provided to such persons
in connection with an action or suit by or in the right of the corporation,
provided such person acted in good faith and in a manner he believed to be in or
not opposed to the best interests of the corporation, and provided further
(unless a court of competent jurisdiction otherwise determines) that such person
shall not have been adjudged liable to the corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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<PAGE> 3
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1 Specimen of Common Stock Certificate (1)
4.2(a) 1997 Stock Option Plan
4.2(b) Form of Stock Option Agreement
5.1 Legal Opinion of Irell & Manella LLP
23.1 Consent of Irell & Manella LLP (included in legal opinion filed as Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of KPMG Peat Marwick LLP
</TABLE>
- ----------------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-3, as filed with the Securities and Exchange Commission on March 27,
1996 (File No. 333-02001.)
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering. The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Request for Acceleration of Effective Date or Filing of
Registration Statement on Form S-8. Insofar as indemnification
for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions
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<PAGE> 4
or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 15th day
of July 1997.
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
By: /s/ Fred H. Deindoerfer
-------------------------------------
Fred H. Deindoerfer
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Fred H. Deindoerfer and Martin S.
McDermut, jointly and severally, as his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments and post-effective amendments to the Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Fred H. Deindoerfer
- ---------------------------------------- Chairman of the Board of Directors, July 15, 1997
Fred H. Deindoerfer President, and Chief Executive Officer
/s/ Martin S. McDermut
- ---------------------------------------- Vice President, Finance and July 15, 1997
Martin S. McDermut Administration, Chief Financial Officer
/s/ Donald E. Horacek
- ---------------------------------------- Controller and Principal July 15, 1997
Donald E. Horacek Accounting Officer
/s/ John A. O'Malley
- ---------------------------------------- Director July 15, 1997
John A. O'Malley
/s/ Steven M. Besbeck
- ---------------------------------------- Director July 15, 1997
Steven M. Besbeck
/s/ Thomas F. Kelley
- ----------------------------------------- Director, Vice President and General July 15, 1997
Thomas F. Kelley Manager, StatSpin Division
</TABLE>
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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4.1 Specimen of Common Stock Certificate (1)
4.2(a) 1997 Stock Option Plan
4.2(b) Form of Stock Option Agreement
5.1 Legal Opinion of Irell & Manella LLP
23.1 Consent of Irell & Manella LLP (included in legal opinion filed as Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of KPMG Peat Marwick LLP
</TABLE>
- ---------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-3, as filed with the Securities and Exchange Commission on March 27,
1996 (File No. 333-002001).
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<PAGE> 1
EXHIBIT 4.2(a)
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
1997 Stock Option Plan
1. PURPOSES OF THE PLAN. The purposes of this 1997 Stock Option
Plan are:
o to attract and retain the best available personnel
for positions of substantial responsibility,
o to provide additional incentive to Employees,
Directors and Consultants, and
o to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant.
2. DEFINITIONS. As used herein, the following definitions shall
apply:
(a) "ADMINISTRATOR" means the Board or any of its Committees
as shall be administering the Plan, in accordance with Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the legal requirements relating to
the administration of stock option plans under state corporate and securities
laws and the Code.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as
amended.
(e) "COMMITTEE" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.
(f) "COMMON STOCK" means the common stock, $.01 par value, of
the Company.
(g) "COMPANY" means International Remote Imaging Systems, Inc.
(h) "CONSULTANT" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services and who is
compensated for such services, provided that the term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or who are
not compensated by the Company for their services as Directors.
(i) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means
that the employment or consulting relationship is not interrupted or terminated
by the Company, any Parent or Subsidiary. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of: (i) any leave of
absence approved by the Board, including sick leave, military leave, or any
other personal leave; provided, however, that for purposes of Incentive Stock
Options, any such leave may not exceed ninety (90) days, unless reemployment
upon the expiration of such leave is guaranteed by contract (including certain
Company policies) or statute; or (ii) transfers between locations of the Company
or between the Company, its Parent, its Subsidiaries or its successor.
(j) "DIRECTOR" means a member of the Board.
(k) "DISABILITY" means total and permanent disability as
defined in Section 22(e)(3) of the Code.
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(l) "EMPLOYEE" means any person, including Officers and
Directors employed by the Company or any Parent or Subsidiary of the Company.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.
(m) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.
(n) "FAIR MARKET VALUE" means, as of any date, the value of
Common Stock determined as follows:
(i) If the Common Stock is listed on any established
stock exchange or a national market system, including without
limitation, the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation
("NASDAQ") System, the Fair Market Value of a Share of Common
Stock shall be the closing sales price for such stock (or the
closing bid, if no sales are reported) as quoted on such
system or exchange (or the exchange with the greatest volume
of trading in Common Stock) on the last market trading day
prior to the day of determination, as reported in the Wall
Street Journal or such other source as the Administrator deems
reliable;
(ii) If the Common Stock is quoted on the NASDAQ
System (but not on the National Market System thereof) or is
regularly quoted by recognized securities dealers but selling
prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high bid and low
asked prices for the Common Stock on the last market trading
day prior to the day of determination, as reported in the Wall
Street Journal or such other source as the Administrator deems
reliable;
(iii) In the absence of any established market for
the Common Stock, the Fair Market Value shall be determined in
good faith by the Administrator.
(o) "INCENTIVE STOCK OPTION" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.
(p) "NONSTATUTORY STOCK OPTION" means an Option not intended
to qualify as an Incentive Stock Option.
(q) "NOTICE OF GRANT" means a written notice evidencing
certain terms and conditions of an individual Option grant. The Notice of Grant
is part of the Option Agreement.
(r) "OFFICER" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(s) "OPTION" means a stock option granted pursuant to the
Plan.
(t) "OPTION AGREEMENT" means a written agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.
(u) "OPTION EXCHANGE PROGRAM" means a program whereby
outstanding options are surrendered in exchange for options with a lower
exercise price.
(v) "OPTIONED STOCK" means the Common Stock subject to an
Option.
(w) "OPTIONEE" means an Employee, Director or Consultant who
holds an outstanding Option.
(x) "PARENT" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(y) "PLAN" means this 1997 Stock Option Plan.
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<PAGE> 3
(z) "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.
(aa) "SECTION 162(m)" means Section 162(m) of the Code and the
regulations thereunder, as amended.
(ab) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section of the Plan.
(ac) "SUBSIDIARY" means a "subsidiary corporation", whether
now or hereafter existing, as defined in Section 424(f) of the Code.
(ad) "TERMINATION EVENT" means (i) any use or disclosure by an
Optionee of confidential information or trade secrets of the Company or any
Parent or Subsidiary in violation of any confidentiality or nondisclosure
agreement by which the Optionee is bound, or (ii) the termination of Optionee's
Continuous Status as an Employee or Consultant for cause as defined pursuant to
applicable law, as a result of a breach of Optionee's employment or consulting
agreement, as a result of theft, fraud or embezzlement, or as a result of any
disclosure or use of confidential information or trade secrets described in part
(i) of this paragraph.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 13
of the Plan, the maximum aggregate number of Shares which may be optioned under
the Plan is Six Hundred Thousand (600,000) Shares; provided, however, that, in
accordance with the rules of the American Stock Exchange, absent stockholder
approval pursuant to Section 15(b) of the Plan, the maximum aggregate number of
Shares which may be optioned under the Plan shall not exceed (i) five percent
(5%) of outstanding Common Stock in any one year and (ii) ten percent (10%) of
the outstanding Common Stock in any five-year period. The Shares may be
authorized, but unissued, or reacquired Common Stock. However, should the
Company reacquire Shares which were issued pursuant to the exercise of an
Option, such Shares shall not become available for future grant under the Plan.
If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated).
4. ADMINISTRATION OF THE PLAN.
(a) PROCEDURE.
(i) MULTIPLE ADMINISTRATIVE BODIES. If permitted by
Rule 16b-3, the Plan may be administered by different bodies with
respect to Directors, Officers who are not Directors, and Employees who
are neither Directors nor Officers.
(ii) ADMINISTRATION WITH RESPECT TO DIRECTORS AND
OFFICERS SUBJECT TO SECTION 16(b). With respect to Option grants made
to Directors or to Employees who are also Officers or Directors subject
to Section 16(b) of the Exchange Act, the Plan shall be administered by
(A) the Board, if the Board may administer the Plan in compliance with
the requirements for grants under the Plan to be exempt acquisitions
under Rule 16b-3, or (B) a committee designated by the Board to
administer the Plan, which committee shall consist of "Non-Employee
Directors" within the meaning of Rule 16b-3. Once appointed, such
Committee shall continue to serve in its designated capacity until
otherwise directed by the Board. From time to time the Board may
increase the size of the Committee and appoint additional members,
remove members (with or without cause) and substitute new members, fill
vacancies (however caused), and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent permitted by
the requirements for grants under the Plan to be exempt acquisitions
under Rule 16b-3.
(iii) ADMINISTRATION WITH RESPECT TO COVERED
EMPLOYEES SUBJECT TO SECTION 162(m) OF THE CODE. With respect to Option
grants made to Employees who are also "covered employees" within the
meaning of Section 162(m) of the Code and the regulations thereunder,
as amended, the Plan shall be administered by a committee designated by
the Board to administer the Plan, which committee shall be constituted
to satisfy the requirements applicable to Options intended to qualify
as "performance-based compensation" under Section 162(m). Once
appointed, such Committee shall
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<PAGE> 4
continue to serve in its designated capacity until otherwise directed
by the Board. From time to time the Board may increase the size of the
Committee and appoint additional members, remove members (with or
without cause) and substitute new members, fill vacancies (however
caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by the rules
applicable to Options intended to qualify as "performance-based
compensation" under Section 162(m).
(iv) ADMINISTRATION WITH RESPECT TO OTHER PERSONS.
With respect to Option grants made to Employees or Consultants who are
neither Directors nor Officers of the Company, the Plan shall be
administered by (A) the Board or (B) a committee designated by the
Board, which committee shall be constituted to satisfy Applicable Laws.
Once appointed, such Committee shall serve in its designated capacity
until otherwise directed by the Board. The Board may increase the size
of the Committee and appoint additional members, remove members (with
or without cause) and substitute new members, fill vacancies (however
caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by Applicable
Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of
the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:
(i) to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(n) of the Plan;
(ii) to select the Directors, Consultants and
Employees to whom Options may be granted hereunder;
(iii) to determine whether and to what extent Options
are granted hereunder;
(iv) to determine the number of shares of Common
Stock to be covered by each Option granted hereunder;
(v) to approve forms of agreement for use under the
Plan;
(vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted
hereunder. Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Options may be exercised
(which may be based on performance criteria), any vesting acceleration
or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Option or the shares of Common Stock relating thereto
based in each case on such factors as the Administrator, in its sole
discretion, shall determine;
(vii) to reduce the exercise price of any Option to
the then current Fair Market Value if the Fair Market Value of the
Common Stock covered by such Option shall have declined since the date
the Option was granted;
(viii) to construe and interpret the terms of the
Plan;
(ix) to prescribe, amend and rescind rules and
regulations relating to the Plan;
(x) to modify or amend each Option (subject to
Section 15(c) of the Plan);
(xi) to authorize any person to execute on behalf of
the Company any instrument required to effect the grant of an Option
previously granted by the Administrator;
(xii) to institute an Option Exchange Program;
(xiii) to determine the terms and restrictions
applicable to Options; and
(xiv) to make all other determinations deemed
necessary or advisable for administering the Plan.
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<PAGE> 5
(c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.
5. ELIGIBILITY. Nonstatutory Options may be granted to Directors,
Employees and Consultants. Incentive Stock Options may be granted only to
Employees. If otherwise eligible, an Employee or Consultant who has been granted
an Option may be granted additional Options.
6. LIMITATIONS.
(a) Each Option shall be designated in the Notice of Grant as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value:
(i) of Shares subject to an Optionee's incentive
stock options granted by the Company, any Parent or Subsidiary, which
(ii) become exercisable for the first time during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 6(a), incentive stock options
shall be taken into account in the order in which they were granted,
and the Fair Market Value of the Shares shall be determined as of the
time of grant.
(b) Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's employment or
consulting relationship with the Company, nor shall they interfere in any way
with the Optionee's right or the Company's right to terminate such employment or
consulting relationship at any time, with or without cause.
(c) No Officer shall be granted in any fiscal year of the
Company Options to purchase more than Three Hundred Thousand (300,000) Shares.
The foregoing limitation set forth in this Section 6(c) is intended to satisfy
the requirements applicable to Options intended to qualify as "performance-based
compensation" (within the meaning of Section 162(m)). In the event the
Administrator determines that such limitation is not required to qualify Options
as performance-based compensation, the Administrator may modify or eliminate
such limitation.
7. TERM OF THE PLAN. The Plan shall become effective upon its
adoption by the Board and shall continue in effect for a term of ten (10) years
unless terminated earlier under Section 15 of the Plan.
8. TERM OF OPTION. The term of each Option shall be stated in the
Notice of Grant; provided, however, that in the case of an Incentive Stock
Option, the term shall be ten (10) years from the date of grant or such shorter
term as may be provided in the Notice of Grant. Moreover, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be five (5) years from
the date of grant or such shorter term as may be provided in the Notice of
Grant.
9. OPTION EXERCISE PRICE AND CONSIDERATION.
(a) EXERCISE PRICE. The price per share exercise price for the
Share to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time the
Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes
of stock of the Company or any Parent or Subsidiary, the per
Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant; or
(B) granted to any other Employee, the per Share
exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant.
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(ii) In the case of a Nonstatutory Stock Option, the per
Share exercise price shall be determined in the discretion of the
Committee, but may be more or less than the Fair Market Value per Share
on the date of grant.
(b) WAITING PERIOD AND EXERCISE DATES. At the time an Option
is granted, the Administrator shall fix the period within which the Option may
be exercised and shall determine any conditions which must be satisfied before
the Option may be exercised. In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service period.
(c) FORM OF CONSIDERATION. The Administrator shall determine
the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator
shall determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:
(i) cash;
(ii) a promissory note made by the Optionee in favor of
the Company;
(iii) if permitted by the Administrator, in its sole
discretion, other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more than
six months on the date of surrender, and (B) have a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised;
(iv) delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the
Optionee's broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale or loan proceeds
required to pay the exercise price;
(v) any combination of the foregoing methods of payment;
or
(vi) such other consideration and method of payment for
the issuance of Shares to the extent permitted by the Administrator and
Applicable Laws.
10. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator
and set forth in the Option Agreement.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives:
(1) written notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, (ii) full payment for the Shares
with respect to which the Option is exercised and (iii) all representations,
indemnifications and documents reasonably requested by the Administrator. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the stock certificate evidencing such Shares is issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. Subject to Section 12, the Company
shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 13 of the Plan.
Exercising an Option in any manner shall decrease the number
of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.
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<PAGE> 7
(b) ACCELERATED TERMINATION OF OPTION TERM. Notwithstanding
anything to the contrary contained in the Plan, an Optionee's Options under the
Plan shall terminate and cease to be exercisable immediately upon the occurrence
of a Termination Event with respect to such Optionee.
(c) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In
the event that an Optionee's Continuous Status as an Employee or Consultant
terminates (other than upon the Optionee's death or Disability or as a result of
a Termination Event), the Optionee may exercise his or her Option, but only
within such period of time as is determined by the Administrator, and only to
the extent that the Optionee was entitled to exercise it at the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). In the case of an Incentive Stock
Option, the Administrator shall determine such period of time (in no event to
exceed ninety (90) days from the date of termination) when the Option is
granted. If, at the date of termination, the Optionee is not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.
(d) DISABILITY OF OPTIONEE. In the event that an Optionee's
Continuous Status as an Employee or Consultant terminates as a result of the
Optionee's Disability, the Optionee may exercise his or her Option at any time
within twelve (12) months from the date of such termination, but only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). If, at the date of termination the
Optionee is not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.
(e) DEATH OF OPTIONEE. In the event of the death of an
Optionee, the Option may be exercised at any time within twelve (12) months
following the date of death (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant), by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent that the Optionee was entitled to
exercise the Option at the date of death. If, at the time of death, the Optionee
was not entitled to exercise his or her entire Option, the Shares covered by
the unexercisable portion of the Option shall immediately revert to the Plan.
If, after death, the Optionee's estate or a person who acquires the right to
exercise the Option by bequest or inheritance does not exercise the Option
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
11. NON-TRANSFERABILITY OF OPTIONS.
(a) NO TRANSFER. An Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee.
(b) DESIGNATION OF BENEFICIARY. An Optionee may file a written
designation of a beneficiary who is to receive any Options that remain
unexercised in the event of the Optionee's death. If an Optionee is married and
the designated beneficiary is not the spouse, spousal consent shall be required
for such designation to be effective. Such designation of beneficiary may be
changed by the Optionee at any time by written notice, subject to the above
spousal consent conditions.
(c) EFFECT OF NO DESIGNATION. In the event of the death of the
Optionee and in the absence of a beneficiary validly designated under the Plan
who is living at the time of such Optionee's death, the Company shall deliver
such options to the executor or administrator of the estate of the Optionee, or
if no such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such options to the spouse
or to any one or more dependents or relatives of the participant, or if no
spouse, dependent or relative is known to the Company, then to such other person
as the Company may designate.
12. WITHHOLDING TAXES. Upon (i) the disposition by an Optionee of
shares of Common Stock acquired pursuant to the exercise of an Incentive Stock
Option within two years of the granting of such Incentive Stock Option or within
one year after exercise of such Incentive Stock Option, or (ii) the exercise of
a Nonstatutory Stock Option, the Company shall have the right to require such
Optionee to pay the Company
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<PAGE> 8
the amount of any taxes which the Company may be required to withhold with
respect to such shares of Common Stock.
13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
MERGER OR ASSET SALE.
(a) CHANGES IN CAPITALIZATION. Subject to any required action
by the shareholders of the Company, if the outstanding shares of Common Stock
are increased, decreased, changed into or exchanged for a different number or
kind of shares of securities of the Company through reorganization,
recapitalization, reclassification, stock combination, stock dividend, stock
split, reverse stock split or other similar transaction, an appropriate and
proportionate adjustment shall be made in the maximum number and kind of shares
as to which Options may be granted under this Plan. A corresponding adjustment
changing the number or kind of shares allocated to unexercised Options which
have been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding Options shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the Options
but with a corresponding adjustment in the price for each share or other unit of
any security covered by the Option. Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option had not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Administrator may, in the exercise of
its sole discretion in such instances, declare that any Option shall terminate
as of a date fixed by the Administrator and give each Optionee the right to
exercise his or her Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable.
(c) MERGER OR ASSET SALE. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company or a similar event that the Administrator determines,
in its discretion, would materially alter the structure of the Company or its
ownership, the Administrator, upon 30 days prior written notice to the Option
holders, may, in its discretion, do one or more of the following: (i) shorten
the period during which Options are exercisable (provided they remain
exercisable for at least 30 days after the date the notice is given); (ii)
accelerate any vesting schedule to which an Option is subject; (iii) arrange to
have the surviving or successor entity grant replacement options with
appropriate adjustments in the number and kind of securities and option prices;
or (iv) cancel Options upon payment to the Optionees in cash, with respect to
each Option to the extent then exercisable (including any Options as to which
the exercise has been accelerated as contemplated in clause (ii) above), of an
amount equal to the excess of the Fair Market Value of the number of Shares as
to which the Option is then exercisable (at the effective time of the merger,
reorganization, sale or other event) over the aggregate exercise price with
respect to such Shares. The Administrator may also provide for one or more of
the foregoing alternatives in any particular Option Agreement.
14. DATE OF GRANT. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator;
provided, however, the date of grant of an Option shall be, for all purposes, no
earlier than the date on which the Optionee commences employment with the
Company. Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
15. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Board may at any time
amend, alter or suspend or terminate the Plan.
(b) SHAREHOLDER APPROVAL. The Company shall obtain shareholder
approval of any Plan amendment if and to the extent necessary under Applicable
Law or the rules of any exchange or quotation system on which the Common Stock
is then listed or quoted. The Company may voluntarily obtain shareholder
approval of any Plan amendment if and to the extent the Board determines such
approval is desirable, including, without limitation, to qualify for special
treatment of option grants under Rule 16b-3 of the Exchange Act, Section 422 of
the Code or Section 162(m) of the Code.
(c) EFFECT OF AMENDMENT OR TERMINATION. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of an
Optionee, unless mutually agreed otherwise between the
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<PAGE> 9
Optionee and the Administrator, which agreement must be in writing and signed by
the Optionee and the Company.
16. CONDITIONS UPON ISSUANCE OF SHARES.
(a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws,
the requirements of any stock exchange or quotation system upon which the Shares
may then be listed or quoted, and any other requirements of law or of any
regulatory bodies having jurisdiction over such issuance and delivery, and shall
be further subject to the approval of counsel for the Company with respect to
such compliance. Any securities delivered under the Plan shall be subject to
such restrictions, and the person acquiring such securities shall, if requested
by the Company, provide such assurances and representations to the Company as
the Company may deem necessary or desirable to assure compliance with all
applicable legal requirements. To the extent permitted by Applicable Law, the
Plan and options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
(b) INVESTMENT REPRESENTATION. As a condition to the exercise
of an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell,
transfer or distribute such Shares.
17. LIABILITY OF COMPANY.
(a) INABILITY TO OBTAIN AUTHORITY. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.
(b) GRANTS EXCEEDING ALLOTTED SHARES. If the Optioned Stock
covered by an Option exceeds, as of the date of grant, the number of Shares
which may be issued under the Plan without additional shareholder approval, such
Option shall be void with respect to such excess Optioned Stock, unless
shareholder approval of an amendment sufficiently increasing the number of
Shares subject to the Plan is timely obtained in accordance with Section 15(b)
of the Plan.
(c) RIGHTS OF PARTICIPANTS AND BENEFICIARIES. The Company
shall pay all amounts payable hereunder only to the Optionee or beneficiaries
entitled thereto pursuant to the Plan. The Company shall not be liable for the
debts, contracts or engagements of any Optionee or his or her beneficiaries, and
rights to Shares or cash payments under the Plan may not be taken in execution
by attachment or garnishment, or by any other legal or equitable proceeding
while in the hands of the Company.
18. RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.
19. GOVERNING LAW. The Plan shall be governed by, and construed
in accordance with the laws of the State of Delaware (without giving effect to
conflicts of law principles).
CERTIFICATION
The undersigned certifies that (i) he is the duly elected, qualified
and acting Vice President, Finance and Administration and Chief Financial
Officer of International Remote Imaging Systems, Inc., a Delaware corporation,
and (ii) the foregoing is a true and correct copy of the 1997 Stock Option Plan
adopted by the Board of Directors at a meeting held on April 6, 1997.
Dated: July , 1997
-----------------------------------------
Martin S. McDermut
Vice President, Finance and Administration
and Chief Financial Officer
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<PAGE> 1
EXHIBIT 4.2 (b)
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the International
Remote Imaging Systems, Inc. 1997 Stock Option Plan (the "PLAN") shall have the
same defined meanings in this Stock Option Agreement (the "AGREEMENT").
PART I
NOTICE OF STOCK OPTION GRANT
("NOTICE OF GRANT")
Employee's Name: _____________________________________________
Employee's Address: _____________________________________________
You (also referred to as "EMPLOYEE") have been granted an option to
purchase shares of Common Stock of the Company ("SHARES") subject to the terms
and conditions of the Plan and this Agreement as follows:
Grant Number: ________________
Date of Grant: ________________
Exercise Price per Share: $_______________
Total Number of Shares Covered: ________________
Type of Option: _______ Incentive Stock Option
_______ Nonstatutory Stock Option
Term of Option/Outside
Expiration Date: ________________
Vesting Schedule: Subject to the termination provisions of this Agreement
and the Plan, this Option may be exercised, in whole or in
part, with respect to that portion of this Option which
has vested as of the exercise date. This Option shall vest
and become exercisable in three equal installments on the
first, second and third anniversaries of the grant date.
In each case, the number of Shares that may be purchased
pursuant to the exercise of the Option shall be rounded to
the nearest full Share.
Termination Period: Unless the Option is terminated due to a Termination
Event, this Option may be exercised for ninety (90) days
after termination of employment or consulting
relationship, or such longer period as may be applicable
upon death or Disability of Employee as provided in the
Plan but only to the extent vested as of the date of
termination, death or Disability. In no event may the
Option be exercised later than the Term of Option/Outside
Expiration Date set forth above.
PART II
1. GRANT OF OPTION. The Administrator of the Company hereby
grants to Employee (named in the Notice of Grant attached as Part I of this
Agreement) an option (the "OPTION") to purchase a number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set in the Notice
of Grant (the "EXERCISE PRICE"), subject to the terms and conditions of the Plan
hereby incorporated herein by reference. Subject to
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<PAGE> 2
Section 15(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Agreement, the terms
and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option, this
Option is intended to qualify as an Incentive Stock Option under Section 422 of
the Code.
2. EXERCISE OF OPTION.
(a) RIGHT OF EXERCISE. This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Agreement. In the event of
Employee's death, Disability or other termination of Employee's employment or
consulting relationship, or in the event of a Termination Event, the exercise of
the Option is governed by the applicable provisions of the Plan and this
Agreement.
(b) METHOD OF EXERCISE. This Option is exercisable by delivery
of an exercise notice (the "EXERCISE NOTICE") which shall state the election to
exercise the Option, the number of Shares with respect to which the Option is
being exercised (the "EXERCISED SHARES") and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan. The Exercise Notice shall be signed by Employee and shall be delivered in
person or by certified mail to the Secretary of the Company. The Exercise Notice
shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price and any additional documentation required by the Company.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares are then
listed. Assuming such compliance, for income tax purposes the Exercised Shares
shall be considered transferred to Employee on the date the Option is exercised
with respect to such Exercised Shares.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price
shall be by any of the following, or a combination thereof, at the election of
Employee:
(a) cash;
(b) check;
(c) delivery of a properly executed Exercise Notice together
with such other documentation as the Administrator and Employee's broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the Exercise Price; or
(d) if permitted by the Administrator in its sole discretion,
surrender of other Shares which have been held by Employee for a period of time
equal to or exceeding six (6) months (or such other period of time as permitted
by Administrator in its sole discretion) which have a Fair Market Value on the
date of surrender equal to the aggregate Exercise Price of the Exercised Shares.
4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Employee only by Employee. The terms of the
Plan and this Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of Employee.
5. TERM OF OPTION. This Option may be exercised only prior to or
on the Outside Expiration Date (the "TERM") set forth in the Notice of Grant and
may be exercised during the Term only in accordance with the Plan and the terms
of this Agreement.
6. NOT AN EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Option
or in the Plan shall be construed as an agreement by the Company, express or
implied, to employ Employee or contract for Employee's services, to restrict the
right of the Company to discharge Employee or cease contracting for Employee's
services or to modify, extend or otherwise affect in any manner whatsoever the
terms of any employment agreement or contract for services which may exist
between Employee and the Company.
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<PAGE> 3
7. GOVERNING LAW. The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Delaware without regard to the principles of conflicts of law.
By your signature, the signature of your spouse (if any) on the
attached consent and the signature of the Company's representative below, you
and the Company agree that this Option is granted under, and governed by, the
terms and conditions of the Plan and this Agreement. EMPLOYEE HAS RECEIVED
COPIES OF THE PLAN AND THE PROSPECTUS, DATED ______, 1997, RELATING TO SUCH PLAN
(THE "PROSPECTUS"); HAS REVIEWED THE PLAN, THE PROSPECTUS AND THIS AGREEMENT IN
THEIR ENTIRETY; HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO
EXECUTING THIS AGREEMENT AND FULLY UNDERSTANDS ALL PROVISIONS OF THE PLAN AND
AGREEMENT. Employee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating to
the Plan and the Agreement.
Employee: International Remote Imaging Systems, Inc.
________________________________ By:_______________________________________
Name:___________________________ Name:_____________________________________
Title:____________________________________
DESIGNATION OF BENEFICIARY
In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all of my vested Options that are unexercised at
that time.
Name: (print) _____________________________________________________
- ----- (First) (Middle) (Last)
_____________________ _____________________________________________________
Relationship to (Address)
Beneficiary(ies) _____________________________________________________
_____________________________________________________
Dated:_______________ _____________________________________________________
Signature of Employee
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<PAGE> 4
CONSENT OF SPOUSE OF EMPLOYEE
The undersigned spouse of Employee has read and hereby approves the
terms and conditions of the Plan and this Agreement. In consideration of the
Company's granting his or her spouse the right to purchase Shares as set forth
in the Plan and this Agreement, the undersigned hereby agree to be irrevocably
bound by the terms and conditions of the Plan and this Agreement and further
agrees that any community property interest shall be similarly bound. The
undersigned hereby appoints the undersigned's spouse as attorney-in-fact for the
undersigned with respect to any amendment or exercise of rights under the Plan
or this Agreement.
_________________________________________
Signature of Spouse of Employee
Name: ___________________________________
Dated: __________________________________
<PAGE> 1
EXHIBIT 5.1
July 15, 1997
International Remote Imaging Systems, Inc.
9162 Eton Avenue
Chatsworth, California 91311
Re: 1997 Stock Option Plan
----------------------
Ladies and Gentlemen:
We have acted as counsel to International Remote Imaging Systems, Inc.,
a Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission with respect to the registration of 600,000 shares of
common stock, $.01 par value, of the Company issuable under its 1997 Stock
Option Plan (the "Shares").
As such counsel, we have examined such records, documents, certificates
and other instruments as in our judgment are necessary or appropriate in order
to enable us to render this opinion. Based on the foregoing and our examination
of such questions of law as we deem necessary, we are of the opinion that the
Shares will, when issued in accordance with the 1997 Stock Option Plan, be
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. Except as set forth in this paragraph, this opinion is furnished
solely for your benefit and may not be relied upon by, nor copies delivered to,
any other person or entity without our prior written consent.
Sincerely,
/s/ Irell & Manella LLP
Irell & Manella LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement on Form S-8, with respect to the registration of shares sold pursuant
to the 1997 Stock Option Plan of International Remote Imaging Systems, Inc.
("IRIS") of our report dated March 21, 1997 (except as to Note 8 and Note 14,
for which the dates are April 10, 1997 and April 6, 1997, respectively) on our
audits of the consolidated financial statements and financial statement schedule
of IRIS as of December 31, 1996 and 1995, and for the years ended December 31,
1996, 1995 and 1994, which report appears in the Annual Report on Form 10-K of
IRIS for the fiscal year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
Los Angeles, California
July 10, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement on Form S-8, with respect to the registration of shares sold pursuant
to the 1997 Stock Option Plan of International Remote Imaging Systems, Inc.
("IRIS") of (i) our report dated May 26, 1995, with respect to the balance
sheets of StatSpin, Inc. as of March 31, 1995, and the related statements of
income and accumulated deficit and cash flows for the years then ended, which
report appears in the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
_________________________
Boston, Massachusetts
July 15, 1997
