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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-9767
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(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
International Remote Imaging Systems, Inc.
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Full Name of Registrant
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Former Name if Applicable
9162 Eton Avenue
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Address of Principal Executive Office (Street and Number)
Chatsworth, CA 91311
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City, State and Zip Code
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rules 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth
calendar day following the prescribed due
date; or the subject quarterly report of
transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth
calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
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PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Registrant is unable to file its 1996 Annual Report on Form 10-K
within the prescribed period of time because of the unusual effort required to
obtain and integrate for the first time annual operational and other
information from globally-dispersed locations in California, Texas,
Massachusetts and the United Kingdom. Prior to the acquisitions made during
1996, the registrant's operations were limited to a single location in
California.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
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<S> <C> <C>
Martin S. McDermut (818) 709-1244
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report of portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
(See "Attachments")
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International Remote Imaging Systems, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 1997 By /s/ Martin S. McDermut
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Martin S. McDermut, Vice President
Finance and Administration and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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(Attach Extra Sheets If Needed)
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INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
Attachments to Form 12b-25
Date: April 1, 1997 Commission File Number: 1-9767
PART IV - OTHER INFORMATION
Net sales for the year ended December 31, 1996 increased to $20.6
million from $14.4 million, an increase of $6.2 million or 43% over the prior
year. Pending completion of its annual audit, the Company expects to report a
pretax loss of $10.9 million for the year ended December 31, 1996, as compared
to a pretax loss of $1.5 million for the year ended December 31, 1995. The
increase in the loss is due primarily to acquisition-related expenses and
certain non-recurring charges. The Company has not yet determined its
provision (benefit) for income taxes for 1996.
The pretax loss for 1996 is largely attributable to $7.3 million of
acquisition expenses for the purchase of the PowerGene genetic analyzer
business from Perceptive Scientific Instruments, Inc. and $2.0 million of
nonrecurring charges, primarily for the write-off of deferred offering costs,
litigation expenses, restructuring charges and merger expenses. The pretax
loss for 1996 also includes $800,000 for amortization of goodwill and other
intangibles and $700,000 of interest expense resulting primarily from debt
financing for the acquisition. The pretax loss for 1995 is largely
attributable to $2.9 million of acquisition expenses for the purchase of
in-process research and development for The White IRIS leukocyte differential
analyzer from LDA Systems, Inc. The pretax loss for 1995 also includes
$127,000 for amortization of intangibles and $43,000 of interest expense.
Excluding these items, the Company would have had a pretax loss of
approximately $100,000 for the year ended December 31, 1996, as compared to a
pretax profit of approximately $1.6 million for the year ended December 31,
1995.
The results of operations reported herein include (i) the results of
operations of StatSpin, Inc. for all of 1995 and 1996 in accordance with the
pooling-of-interests method of accounting and (ii) only five months of
operation of the business acquired from Perceptive Scientific Instruments, Inc.
in accordance with the purchase method of accounting. The Company acquired
StatSpin, Inc. in February 1996 and the business of Perceptive Scientific
Instruments, Inc. in July 1996.
The information reported herein is subject to the final results of the
Company's annual audit currently in progress.
