INTERNATIONAL REMOTE IMAGING SYSTEMS INC /DE/
8-K, 2000-02-04
LABORATORY ANALYTICAL INSTRUMENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                   ----------



                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of report (Date of earliest event reported): February 3, 2000



                   INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
               (Exact Name of Registrant as Specified in Charter)



          DELAWARE                     1-9767                  94-2579751
(State or Other Jurisdiction         (Commission              (IRS Employer
     of Incorporation)               File Number)           Identification No.)



    9162 ETON AVENUE, CHATSWORTH, CALIFORNIA                      91311
    (Address of Principal Executive Offices)                    (Zip Code)



       Registrant's telephone number, including area code: (818) 709-1244






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Item 5.  Other Events.

     On February 3, 2000, the Company issued a press release announcing that Dr.
Fred H. Deindoerfer, its founding Chairman and long-time Chief Executive
Officer, has retired from the Board of Directors. Dr. Deindoerfer will continue
to serve the Company as a special consultant and has been bestowed the honorary
title of Founding Chairman (Retired). A copy of the press release is attached as
Exhibit 99 hereto and incorporated herein by reference.








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                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                            INTERNATIONAL REMOTE IMAGING
                                            SYSTEMS, INC.



Dated:  February 3, 2000                    By: /s/ Martin S. McDermut
                                                -------------------------------
                                                Martin S. McDermut
                                                Vice President - Finance and
                                                Administration, Chief Financial
                                                Officer and Secretary






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                                  Exhibit Index
                                  -------------


No.              Document
- ---              --------

99               Press Release dated February 3, 2000










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                                                                     EXHIBIT 99


             [INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. LETTERHEAD]


                                                                   NEWS RELEASE

CONTACTS    Robert Frost, ECOM Consultants
            212-391-9475                                  FOR IMMEDIATE RELEASE
===============================================================================


                       DEINDOERFER RETIRES FROM IRIS BOARD


         Chatsworth, CA, February 3, 2000 - - International Remote Imaging
Systems, Inc. (IRI-AMEX), a leading manufacturer and worldwide marketer of in
vitro diagnostic imaging systems, announced today that Dr. Fred H. Deindoerfer,
its founding Chairman and long-time Chief Executive Officer, has retired from
the Board of Directors. Dr. Deindoerfer will continue to serve the Company as a
special consultant and has been bestowed the honorary title of Founding Chairman
(Retired).

         Dr. Deindoerfer, who co-founded IRIS over 20 years ago, announced to
the IRIS stockholders at their Annual Meeting this past June that, since he will
reach his 70th birthday before the end of the year, it was his intention to
retire as an active member of management by the new millennium. Dr. Deindoerfer
was first elected a director of the Company in 1980 and became its Chairman of
the Board of Directors, President and Chief Executive Officer later that year.

         Apart from being an IRIS founder, Dr. Deindoerfer is a well-known
health-care entrepreneur and innovator. He spearheaded the development and
commercial introduction of The Yellow IRIS family of urinalysis workstations
and is one of the key inventors of imaging flow microscopy and many other
important elements of IRIS proprietary automated intelligent microscopy (AIM)
technology.

         Towards his retirement, Dr. Deindoerfer turned over day-to-day
responsibilities for running the Company to his successor, Dr. John A. O'Malley,
who was appointed Chief Executive Officer and President last year. Dr.
Deindoerfer remained Chairman of the Board through a transitional period until
the end of 1999. At that time, Dr. O'Malley assumed the additional role of
Chairman of the Board.

         In making the announcement, Dr. O'Malley said "Dr. Deindoerfer
unselfishly devoted more than 20 years of his life to building IRIS into an
important participant in the medical diagnostic business and has more than
earned the right to now spend his time with family and in pursuit of his other
interests. However, having known Fred for more than thirty years, I expect that
he will continue to make available to the Company his knowledge, wisdom and many
years experience".

         IRIS designs, develops, manufactures and markets IVD imaging systems
based on its patented and proprietary AIM technology for automating microscopic
procedures performed in hospital and reference clinical laboratories and
genetics laboratories, worldwide. Its major product lines are The Yellow IRIS(R)
family of urinalysis workstations, the PowerGene(TM) line of cytogenetic
analyzers and the StatSpin line of centrifugal specimen preparation devices.



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