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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 3
TO
SCHEDULE 13D*
Under the Securities Exchange Act of 1934
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
46025950
(CUSIP Number)
(Name) Copy to:
----
Corange International Limited Neal R. Roach, Jr.
22 Church Street Corporate Counsel
P.O. Box HM 2026 Boehringer Mannheim Corporation
Hamilton HM HX 9115 Hague Road
Bermuda Indianapolis, Indiana 46250
(809) 295-3812 (317) 845-2000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 25, 1996
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11
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AMENDMENT NO. 3 TO SCHEDULE 13D
CUSIP No.: 46025950
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1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above Person:
Corange International Limited
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2) Check the appropriate box if a member of a Group:
(a) [ ]
(b) [ ]
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3) SEC Use Only:
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4) Source of Funds:
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5) Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of Organization:
Bermuda
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Number 7) Sole Voting Power: 0
of Shares
Beneficially 8) Shared Voting Power:
Owned
By Each 9) Sole Dispositive Power: 0
Person
With: 10) Shared Dispositive Power
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
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13) Percent of Class Represented by Amount in Row (11):
0%
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14) Type of Reporting Person:
CO
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Page 2 of 11
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AMENDMENT NO. 3 TO SCHEDULE 13D
Item 1. Security and Issuer.
International Remote Imaging Systems, Inc.
Common Stock
Principal Executive Offices: 9162 Eton Avenue
Chatsworth, CA 91311
Item 2. Identity and Background.
Name: Corange International Limited
Place of Incorporation: Bermuda
Principal Business: Manufacture and sale of medical
products
Principal Office: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(d) No
(e) No
Executive Officers and Directors of Corange International Limited.:
(a) Name: Michel J. Drew (Executive officer and director)
(b) Business Address: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(c) Principal occupation: President, International Services Limited
(d) No
(e) No
(f) Citizenship: Great Britain
Page 3 of 11
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AMENDMENT NO. 3 TO SCHEDULE 13D
(a) Name: Curt Engelhorn (Director and Executive Officer)
(b) Business Address: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(c) Principal occupation: Chairman of Corange Limited
(d) No
(e) No
(f) Citizenship: German
(a) Name: James A. Lent (Executive officer and director)
(b) Business Address: 22 Church Street HM11
Hamilton HM HX
Bermuda
(c) Principal occupation: President DePuy Group of Corange
(d) No
(e) No
(f) Citizenship: U.S.A.
(a) Name: Adolf Luttke (Executive officer and director)
(b) Business Address: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(c) Principal occupation: Vice President, Corange International Limited
(d) No
(e) No
(f) Citizenship: German
Page 4 of 11
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AMENDMENT NO. 3 TO SCHEDULE 13D
(a) Name: Gerald Moeller (Executive Officer and Director)
(b) Business Address: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(c) Principal occupation: President, Boehringer Mannheim Group of Corange
(d) No
(e) No
(f) Citizenship: German
(a) Name: William Petrovic (Executive officer)
(b) Business Address: 9115 Hague Road
Indianapolis, Indiana 46250
(c) Principal occupation: Treasurer of Corange International Limited
(d) No
(e) No
(f) Citizenship: U.S.A.
(a) Name: Anthony Williams (Director)
(b) Business Address: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(c) Principal occupation: Attorney
(d) No
(e) No
(f) Citizenship: U.S.A.
Page 5 of 11
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AMENDMENT NO. 3 TO SCHEDULE 13D
Person Ultimately In Control of Corange International Limited:
Name: Corange Limited
Place of Incorporation: Bermuda
Principal Business: Manufacture and sale of medical
products
Principal Office: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(d) No
(e) No
Executive Officers and Directors of Corange Limited:
(a) Name: Curt Engelhorn (Director and Executive Officer)
(b) Business Address: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(c) Principal occupation: Chairman of Corange Limited
(d) No
(e) No
(f) Citizenship: German
Page 6 of 11
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AMENDMENT NO. 3 TO SCHEDULE 13D
(a) Name: James A. Lent (Director and Executive Officer)
(b) Business Address: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(c) Principal occupation: President DePuy Group of Corange
(d) No
(e) No
(f) Citizenship: USA
(a) Name: Gerald Moeller (Director and Executive Officer)
(b) Business Address: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(c) Principal occupation: President, Boehringer Mannheim Group of Corange
(d) No
(e) No
(f) Citizenship: German
Page 7 of 11
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AMENDMENT NO. 3 TO SCHEDULE 13D
(a) Name: Michael J. Drew (Director)
(b) Business Address: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(c) Principal occupation: President, International Services Ltd.
(d) No
(e) No
(f) Citizenship: Great Britain
(a) Name: Anthony Williams (Director)
(b) Business Address: 22 Church Street
P.O. Box HM 2026
Hamilton HM HX
Bermuda
(c) Principal occupation: Attorney
(d) No
(e) No
(f) Citizenship: U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
The reporting person sold to the issuer 469,413 shares and surrendered
unexercised a warrant to purchase an additional 250,000 shares for
consideration of $2,132,141, payable on or before December 31, 1996.
Item 4. Purpose of Transaction.
The issuer and affiliates of the reporting person have agreed to
restructure a strategic alliance between them, and in connection with such
restructuring, the reporting person agreed to permit the issuer to
repurchase the shares and cancel the warrant. While the reporting person
has no present plans to do so, it may purchase additional warrants or
Page 8 of 11
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AMENDMENT NO. 3 TO SCHEDULE 13D
shares or dispose of the warrants or shares it currently owns. The
reporting person has no plans or proposals which relate to or would result
in: (a) the acquisition by any person of additional securities of the
issuer, or a disposition of securities of the issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the issuer or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of the issuer or any of its subsidiaries; (d)
any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; (e) any material change in
the present capitalization or dividend policy of the issuer; (f) any other
material change in the issuer's business or corporate structure; (g)
changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person; (h) causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the issuer
becoming eligible for termination of registration pursuant to Section
12(g)(4) the Act; or (j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate number of shares
beneficially owned by the
reporting person: 0
Percentage of Class: 0%
(b) None.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
7.1. Securities Purchase Agreement among Corange International Ltd.,
International Remote Imaging Systems, Inc. and LDA Systems, Inc., a
Delaware corporation, dated as of April 20, 1994*
Page 9 of 11
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AMENDMENT NO. 3 TO SCHEDULE 13D
7.2 Form of Warrant Certificate for warrants to purchase 248,571 shares of
Common Stock of International Remote Imaging Systems, Inc.*
7.3 Form of Warrant Certificate for warrants to purchase 250,000 shares of
Common Stock of International Remote Imaging Systems, Inc.*
_______________________________
*Previously filed.
Page 10 of 11
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AMENDMENT NO. 3 TO SCHEDULE 13D
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 3, 1996
/s/ William Petrovic
----------------------------
William Petrovic
Treasurer, Corange International Limited
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
Page 11 of 11
