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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 27, 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 March 27, 2000, the Company issued a press release announcing that it
has signed a Letter of Intent with a well known international company for a
potential sale of the business of Perceptive Scientific Instruments, LLC, the
IRIS subsidiary responsible for the manufacture and marketing of the
PowerGene line family of genetic analyzers. 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: March 27, 2000 By: /s/ DONALD E. HORACEK
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Donald E. Horacek
Controller and Assistant Secretary
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Exhibit Index
No. Document
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99 Press Release dated March 27, 2000
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EXHIBIT 99
[COMPANY LETTERHEAD]
NEWS RELEASE
CONTACTS: DR. JOHN A. O'MALLEY, CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
818-709-1244 OR
ROBERT FROST, ECOM CONSULTANTS
212-391-9475 FOR IMMEDIATE RELEASE
IRIS ANNOUNCES LETTER OF INTENT FOR SALE OF PSI DIVISION
CHATSWORTH, CA, March 27, 2000 -- International Remote Imaging Systems,
Inc. (IRI-ASE) reported today that it has signed a Letter of Intent with a well
known international company for a potential sale of the business of Perceptive
Scientific Instruments, LLC, the IRIS subsidiary responsible for the manufacture
and marketing the PowerGene line family of genetic analyzers. The purchase price
is expected to range from $2.5 to $5.0 million depending on the results of
remaining due diligence and the satisfaction of certain conditions.
According to Dr. John A. O'Malley, Chairman, CEO and President, "This is
the most important step in our plan to get back to basics and concentrate
primarily on our urinalysis business. IRIS intends to focus most of its
resources on major improvements to its already profitable line of The Yellow
IRIS urinalysis workstations. The Company's goal is to develop lower cost,
faster imaging products while simultaneously reducing the amount of
technologist's time required to operate the workstation. As a result of this
focus, IRIS is not prepared to make the significant ongoing investments
necessary to maintain PSI's technological and competitive edge in the genetic
analyzer market and is pursuing the disposition of this business."
International Remote Imaging Systems, Inc., or IRIS as it is known, is a
highly-regarded manufacturer and marketer of automated IVD imaging systems used
in hospitals, reference clinical laboratories, and genetics laboratories
worldwide. Its major product lines are The Yellow IRIS(R) family of urinalysis
workstations (over 400 installations), the PowerGene(TM) line of cytogenetic
analyzers (over 500 installations), and the StatSpin line of centrifugal
specimen preparation devices.
Except for the signing of the letter of intent, the statements in the
first two paragraphs of this press release are forward-looking statements made
in reliance upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are inherently subject to
uncertainties and other factors, which could cause actual results to differ
materially from the forward-looking statement. For example, the actual sale of
the PSI business depends upon the outcome of the potential buyer's remaining due
diligence, the satisfaction of various conditions set by the potential buyer,
negotiation and execution of a definitive written sale agreement and approval by
the Boards of Directors of IRIS and the potential buyer. IRIS refers interested
persons to its most recent Annual Report on Form 10-K and its other SEC filings
for a description of additional uncertainties and factors, which may affect
forward-looking statements. The Company assumes no duty to update its
forward-looking statements.
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