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As filed with the Securities and Exchange Commission on July 16, 1997
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
KEY EMPLOYEE STOCK PURCHASE PROGRAM
(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
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 100,000 $4.3125 $431,250 $131
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(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.
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EXPLANATORY NOTE
This registration statement relating to the registration of additional
securities of the same class as other securities for which a registration
statement filed on this form relating to an employee benefit plan is effective
is filed pursuant to Form S-8, General Instruction E.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Registration Statement on Form S-8 (File No.333-19265), as filed with
the Securities and Exchange Commission on January 3, 1997; (2) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (3) 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 (4) 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.
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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
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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
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<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
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Specimen of Common Stock Certificate*
4.2 Key Employee Stock Purchase Program*
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.
23.4 Consent of KPMG Peat Marwick LLP
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* Incorporated by reference to the Company's Registration Statement on Form
S-8, as filed with the Securities and Exchange Commission on January 3,
1997 (File No. 333-19265).
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EXHIBIT 5.1
July 15, 1997
International Remote Imaging Systems, Inc.
9162 Eton Avenue
Chatsworth, California 91311
Re: Key Employee Stock Purchase Program
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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 100,000 shares of
common stock, $.01 par value, of the Company issuable under its Key Employee
Stock Purchase Program (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 Key Employee Stock Purchase
Program, 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
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8, with respect to the registration of shares sold pursuant
to the Key Employee Stock Purchase Program 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
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration
statement on Form S-8, with respect to the registration of shares sold pursuant
to the Key Employee Purchase Program 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
Decemebr 31, 1996.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
_________________________
Boston, Massachusetts
July 15, 1997
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