<PAGE> 1
As filed with the Securities and Exchange Commission on January 3, 1997
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-2579751
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
9162 Eton Avenue
Chatsworth, California 91311
(818) 709-1244
KEY EMPLOYEE STOCK PURCHASE PROGRAM
(Full title of the Plan)
DR. FRED H. DEINDOERFER
International Remote Imaging Systems, Inc.
9162 Eton Avenue
Chatsworth, California 91311
(818) 709-1244
(Name, address including zip code and telephone number, including area code,
of registrants' agent for service)
Copy to:
DANIEL G. CHRISTOPHER, ESQ.
Irell & Madella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
(310) 277-1010
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Proposed Proposed
Amount to be Maximum Maximum
Title of Registered Offering Price Aggregate Amount of
Securities to be Registered Shares Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 84,320 $1.97 166,110 $100
=====================================================================================================
</TABLE>
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(1) The offering price is to be computed pursuant to Rule 457(c) as securities
offered at prices computed upon the basis of fluctuating market prices.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports and other information filed
by the Company with the Commission pursuant to the informational requirements of
the Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its Regional Office at 5757 Wilshire Boulevard, Suite 500,
Los Angeles, California 90036. Copies of such material may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Certain reports, proxy statements,
and other information filed by the Company may also be obtained at the
Commission's World Wide Web site, located at http://www.sec.gov. The Company's
Common Stock, par value $.01 per share, is listed on the American Stock Exchange
and reports, proxy statements and other information regarding the Company can be
inspected at the offices of such exchange. Information required by Part I to be
contained in the Section 10(a) prospectus is omitted form this Registration
Statement in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
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, as amended and restated by the Company's
Report on Form 10-K/A (Amendment No. 1), for the fiscal year ended December 31,
1995; (2) the description of the Company's Common Stock as set forth in the
registration statement filed by the Company on Amendment No. 1 to Form 8-A dated
June 16, 1992; (3) the Company's Report on Form 8-K dated February 1, 1996 ; (4)
the Company's Report on Form 8-K dated May 9, 1996; (5) the Company's Report on
Form 10-Q, as amended and restated by the Company's Report on Form 10-Q/A
(Amendment No. 1), for the period ended March 31, 1996; (6) the Company's Report
on Form 8-K dated July 15, 1996; (7) the Company's report on Form 10-Q, as
amended and restated by the Company's Report on Form 10-Q/A (Amendment No. 1),
for the period ended June 30, 1996; (8) the Company's Report on Form 8-K dated
July 31, 1996; (9) the Company's Report on Form 8-K dated September 27, 1996;
(10) the Company's Report on Form 8-K dated September 30, 1996; (11) the
Company's Report on Form 8-K/A dated July 31, 1996; (12) the Company's Report on
Form 8-K dated October 21, 1996; and (13) the Company's Report on Form 10-Q for
the period ended September 30, 1996.
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 contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain current and former partners of Irell & Manella LLP own 41,142
shares of Common Stock and options to purchase an additional 5,000 shares of
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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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.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1(a) Specimen of Common Stock Certificate (1)
4.1(b) Legend re: Transfer Restrictions and Repurchase Option
4.2 Key Employee Stock Purchase Program, as amended through
December 27, 1996
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 Coopers & Lybrand L.L.P.
23.4 Consent of KPMG Peat Marwick LLP
- ----------------------------
(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).
ITEM 9. UNDERTAKINGS.
(a) 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;
3
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(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) 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) 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 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.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by the law firm of Irell & Manella LLP, Los Angeles, California.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant hereby 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 31st
day of December 1996.
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 on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Fred H. Deindoerfer Chairman, Chief Executive December 31, 1996
- -------------------------- Officer, and Director
Dr. Fred H. Deindoerfer
/s/ John A. O'Malley Director December 31, 1996
- --------------------------
Dr. John A. O'Malley
/s/ Steven M. Besbeck Director December 31, 1996
- --------------------------
Steven M. Besbeck
/s/ Thomas F. Kelley Director and Vice President December 31, 1996
- --------------------------
Thomas F. Kelley
/s/ Martin S. McDermut Chief Financial Officer December 31, 1996
- --------------------------
Martin S. McDermut
/s/ E. Eduardo Benmaor Controller and Principal December 31, 1996
- -------------------------- Accounting Officer
E. Eduardo Benmaor
5
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1(a) Specimen of Common Stock Certificate (1)
4.1(b) Legend re: Transfer Restrictions and Repurchase Option
4.2 Key Employee Stock Purchase Program, as amended through
December 27, 1996
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 Coopers & Lybrand L.L.P.
23.4 Consent of KPMG Peat Marwick LLP
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(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).
<PAGE> 1
Exhibit 4.1 (b)
Legend re: Transfer Restrictions and Repurchase Option
Pursuant to the terms of the International Remote Imaging Systems, Inc.
Employee Stock Purchase Plan and subject to certain exceptions contained
therein, the shares of stock represented by this certificate (i) may not be
sold, assigned or otherwise transferred for two (2) years from the original
date of purchase and (ii), during such two-year period, may be repurchased by
International Remote Imaging Systems, Inc. at the original purchase price under
certain circumstances. Copies of the Employee Stock Purchase Plan may be
obtained without cost upon written request addressed to the Secretary of
International Remote Imaging systems, Inc. at 9162 Eton Avenue, Chatsworth,
California 91311.
<PAGE> 1
Exhibit 4.2
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
Key Employee Stock Purchase Program
(As amended through December 27, 1996)
1. Participants. All employees of IRIS (but not outside directors)
may participate in the Program, provided that they can show that they are
permitted to do so under applicable securities laws by virtue of their
sophistication or the sophistication of their advisors.
2. Election to Participate. To participate, an employee must
specify in writing on the Company form the amount to be deducted from each
payroll check. Without Company approval in writing, the notice must be
delivered to the Secretary of the Company not less than 30 days prior to the
end of a quarter to be effective at the beginning of the next quarter. Without
prior Company approval, no employee may contribute more than 15% of his annual
compensation (consisting of the employee's base salary plus cash bonuses) in
any year.
3. Price per Share. The amount deducted from pay checks due in any
month will be converted into shares of IRIS Common Stock at a price per share
equal to 50% of the greater of (i) the average of the closing prices for IRIS
Common Stock on the American Stock Exchange for the last 10 days of such month
or (ii) the closing price for IRIS Common Stock on the American Stock Exchange
on the last day of such month. Fractional shares will not be issued. If the
amount of money available to purchase shares during any month does not purchase
an even number of shares, it shall be carried forward and used to purchase
shares at the end of the next month.
4. Restriction on Transfer; Option to Repurchase. The shares
purchased hereunder shall not be transferred except following the death of the
employee or a Change in Control (as defined below) for a period of 2 years
following the date of purchase. During the period of the limitation on
transfer, the Company will have the option to repurchase the Shares at the
original purchase price per share if the employee terminates employment with
the Company either voluntarily or as a result of a termination for cause. The
Company may hold the shares until the termination of this option and the
payment in cash of any applicable withholding taxes.
5. Issuance of Certificates. Certificates for shares sold during
each quarter will be issued promptly following the end of the quarter.
Certificates shall bear the standard securities act legends, as well as a
legend relating to the restriction on transfer and the option as specified in
paragraph 4 above.
6. Administration; Termination; Amendment. Any questions relating
to the administration of this Program shall be determined in good faith by the
Board of Directors of IRIS. This Program will be terminated or amended at any
time by the Board of Directors of IRIS without prior notice to the participants.
7. Tax Effect. This Program is not qualified under Section 401(a)
(Qualified Pension, Profit-Sharing, and Stock Bonus Plans) or Section 423
(Employee Stock Purchase Plans) of the Internal Revenue Code of 1986.
Accordingly, Participant will still pay taxes, and the Company must withhold on
the full amount of the employee's compensation income.
8. Change in Control. A "Change in Control" means any of the
following events: (i) the dissolution or liquidation of IRIS, (ii) a sale of
substantially all the assets of IRIS, (iii) a
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reorganization, merger or consolidation of IRIS with one or more corporations
as a result of which the outstanding common stock of IRIS is converted to cash,
securities of another corporation or other property (unless the principal
purpose of such transaction is to change the State of incorporation of IRIS or
the shareholders of IRIS receive in excess of 60% of the voting stock of such
other corporation) or (iv) the acquisition of the beneficial ownership of more
than 35% of the outstanding common stock of IRIS by any person or group (as
defined under the Securities Act of 1934, as amended).
[END OF DOCUMENT]
<PAGE> 1
EXHIBIT 5.1
December 31, 1996
Board of Directors
International Remote Imaging Systems, Inc.
9162 Eton Avenue
Chatsworth, California 91311
Gentlemen:
We have acted as counsel in connection with the preparation and filing
of that certain Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission in
connection with the registration of 84,320 shares of the Common Stock (the
"Common Stock") of International Remote Imaging Systems, Inc., a Delaware
corporation (the "Company"), issuable pursuant to the Company's Key Employee
Stock Purchase Program (the "Plan"). As such counsel, we have examined the Plan
and the sale and issuance of the Common Stock pursuant thereto and such other
matters and documents as we have deemed necessary or relevant as a basis for
this opinion.
Based on these examinations, it is our opinion that such Common Stock,
when sold and issued in the manner referred to in the Registration Statement and
the Plan, will be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters."
Very truly yours,
/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 Key Employee Stock Purchase Plan, as amended through December 27, 1996,
of International Remote Imaging Systems, Inc. ("IRIS") of our report dated
March 20, 1996 (except as to Note 1, which date is April 24, 1996 and Note 19,
which date is November 13, 1996) on our audits of the consolidated balance
sheets of IRIS as of December 31, 1995 and 1994, and of the related consolidated
statements of operations, shareholders' equity and cash flows for the years
ended December 31, 1995, 1994 and 1993, which report appears in the Annual
Report on Form 10-K/A of IRIS for the fiscal year ended December 31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
December 31, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in registration statement
on Form S-8, with respect to the registration of shares sold pursuant to the Key
Employee Stock Purchase Plan, as amended through December 27, 1996, of
International Remote Imaging Systems, Inc. ("IRIS") of our report dated
September 13, 1996 on our audits of the consolidated balance sheets of
Perceptive Scientific Instruments, Inc. as of December 31, 1995 and 1994, and
the related combined and consolidated statements of operations, stockholder's
deficit and cash flows for each of the years in the three-year period
ended December 31, 1995, which report appears in the Current Report on Form
8-K/A of IRIS dated July 31, 1996.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Houston, Texas
December 31, 1996
<PAGE> 1
EXHIBIT 23.4
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 Key Employee Stock Purchase Plan, as amended through December 27, 1996,
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 1994, and the related statements of income and accumulated deficit
and cash flows for the years then ended and (ii) our report dated May 27, 1994,
except as to note 7 which is as of February 17, 1995, and note 5 which is as of
March 16, 1995, with respect to the balance sheets of StatSpin, Inc. as of March
31, 1994 and 1993, and the related statements of operations and accumulated
deficit and cash flows for the years then ended.
/s/ KPMG PEAT MARWICK LLP
------------------------------
KPMG PEAT MARWICK LLP
Boston, Massachusetts
December 30, 1996
