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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1999
REGISTRATION NO. 333-02001
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
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 Number)
9162 ETON AVENUE, CHATSWORTH, CALIFORNIA 91311
(818) 709-1244
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices
DR. FRED H. DEINDOERFER
INTERNATIONAL REMOTE IMAGING SYTEMS, INC.
9162 ETON AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 709-1244
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
It is requested that copies of
communications be sent to:
DANIEL G. CHRISTOPHER, ESQ.
GUTH ROTHMAN & CHRISTOPHER
10866 WILSHIRE BLVD., STE. 1250
LOS ANGELES, CALIFORNIA 90024
(310) 474-8809
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not Applicable.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Pursuant to the undertaking contained in Item 17(a)(3) of the
Registration Statement and Item 512(a)(3) of Regulation S-K, the Registrant
hereby amends the Registration Statement to remove from registration all
securities which remain unsold as of the date hereof. The number of such unsold
shares is 106,806.
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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 this Amendment No. 3 to Form S-3 and
has duly caused this Post Effective Amendment to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Los Angeles, State of California, on August 5, 1999.
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
By: /s/ Fred H. Deindoerfer
----------------------------------------
Fred H. Deindoerfer
Chairman of the Board, President and Member
of the Office of the Chief Executive
Pursuant to the requirements of the Securities Exchange Act of 1934,
this registration statement has been signed below by the following persons on
behalf of the Registrant and 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, August 5, 1999
- ----------------------------------- President and Member of the Office
Fred H. Deindoerfer of the Chief Executive
Director and Member of the Office August 5, 1999
- ----------------------------------- of the Chief Executive
John A. O'Malley*
/s/ Roland Jang Member of the Office of the
- ----------------------------------- Chief Executive
Roland Jang August 5, 1999
/s/ Martin S. McDermut Vice President Finance and Administration, August 5, 1999
- ----------------------------------- Chief Financial Officer and Secretary
Martin S. McDermut
/s/ Donald E. Horacek Assistant Secretary, Controller, and August 5, 1999
- ----------------------------------- Principal Accounting Officer
Donald E. Horacek
Director August 5, 1999
- -----------------------------------
Steven M. Besbeck*
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Director August 5, 1999
- -----------------------------------
Thomas F. Kelley*
/s/ Richard G. Nadeau Director August 5, 1999
- -----------------------------------
Richard G. Nadeau
</TABLE>
*By: /s/ Fred H. Deindoerfer
Attorney-in-Fact
