<PAGE> 1
As filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933
Registration No. 333-86617
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED SEPTEMBER 17, 1999)
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
UP TO 1,485,000 SHARES OF COMMON STOCK
This Prospectus Supplement supplements information contained in our
Prospectus dated September 17, 1999 (the "PROSPECTUS") relating to the potential
sale from time to time of up to 1,485,000 shares of our Common Stock. This
Prospectus Supplement is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus. Capitalized terms used in
this Prospectus Supplement, but not defined herein, have the meanings assigned
to such terms in the Prospectus.
The following table modifies and supplements the information set forth in
the Prospectus under the caption "Selling Stockholders" with respect to the
Selling Stockholders and the respective number of shares of common stock
beneficially owned by such Selling Stockholder that may be offered pursuant to
the Prospectus:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
NUMBER OF SHARES MAXIMUM NUMBER OF
NAME OF SELLING STOCKHOLDER BENEFICIALLY OWNED(1)(2) SHARES OFFERED(2)
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Aaron Daniels 7,500 7,500
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Rhoda L. Glasser 7,500 7,500
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Steven Vallespir 15,000 15,000
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Other Shareholders 15,000 15,000
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</TABLE>
Because the Selling Stockholders listed above and in the Prospectus under
the caption "Selling Stockholders" may, pursuant to the Prospectus, as
supplemented, offer all or some portion of their shares of our common stock, we
cannot estimate the number of shares of our common stock that will be held by
the Selling Stockholders upon termination of any such sales.
Furthermore, the Selling Stockholders identified in the table set forth
under the caption "Selling Stockholders" in the Prospectus may have sold,
transferred or otherwise disposed of all or a portion of their shares of our
common stock since the date on which they provided us with information regarding
their common stock ownership. We have not made any independent inquiries as to
the foregoing.
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1. Each selling stockholder beneficially owns less than 1% of our outstanding
common stock. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of common
stock subject to options or warrants currently exercisable, or exercisable
within 60 days of May 1, 2000, are deemed outstanding for computing the
percentage of the person holding such options or warrants but are not
deemed outstanding for computing the percentage held by any other person.
2. Includes (i) up to an aggregate of 6000 shares issuable upon the call or
conversion of Series B Preferred Stock and (ii) 12,000 shares issuable upon
the exercise of Series G Warrants.
UNLESS OTHERWISE NOTED, ALL INFORMATION PROVIDED IN THIS PROSPECTUS
SUPPLEMENT IS AS OF MAY 5, 2000.
