UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 11, 2010
IRIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-11181 | | 94-2579751 |
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(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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9158 Eton Avenue
Chatsworth, CA | |
91311 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(818) 709-1244
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 11, 2010, IRIS International, Inc. (the “Company”) entered into an employment agreement with Amin I. Khalifa, age 56, pursuant to which Mr. Khalifa will serve as our Corporate Vice President of Finance effective immediately, and as the Company’s Chief Financial Officer to be effective on the day immediately following the filing by the Company of its Form 10-Q for the third quarter of 2010.
Our employment agreement with Mr. Khalifa provides that he will receive an annual base salary of $315,000, subject to upward adjustment. On October 11, 2010, Mr. Khalifa received a 7 year stock option to purchase 118,733 shares of our common stock with an exercise price of $9.85 per share, which option will vest over a four year period, 25% on the first anniversary of his start date and the remainder ratably on a quarterly basis thereafter. Additionally, Mr. Khalifa received a restricted stock unit to purchase 15,228 shares of our common stock, which will vest over a four year period, 25% on a date which is 13 months following his start date, and the remainder on a quarterly basis thereafter. Mr. Khalifa will be eligible to earn a cash bonus and will be eligible to receive stock-based compensation. Such awards will be contingent upon the Company achieving certain financial goals and Mr. Khalifa satisfying certain individual objectives to be established by the Chief Executive Officer and/or Compensation Committee of the Board of Directors, in a manner commensurate with other senior executive officers. Mr. Khalifa will be entitled to receive all benefits generally available to our senior executives. In addition, the Company will pay or reimburse Mr. Khalifa for certain relocation expenses.
If Mr. Khalifa’s employment is terminated by the Company without cause or by him for good reason, he is entitled to receive a severance payment equal to 12 months of his base salary at the termination date. If his employment is terminated by the Company without cause or by the executive for good reason at any time within 3 months prior to and 18 months following a change of control, the severance benefits will instead consist of (i) an amount equal to 1.5 times the sum of his then current annual base salary and his average bonus over the prior two fiscal year period, (ii) continuation of health and welfare benefits for a period of 18 months following termination of employment, and (iii) acceleration of 100% of all unvested stock options, restricted stock, restricted stock units and all other equity compensation awards.
For purposes of determining if and when severance payments are payable, the employment agreement provides that a “change in control” will mean (i) the dissolution or liquidation of the Company, (ii) approval by the stockholders of the Company of any sale, lease, exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of the Company, (iii) approval by the stockholders of the Company of any merger or consolidation of the Company in which the holders of voting stock of the Company immediately before the merger or consolidation will not own thirty five percent (35%) or more of the voting stock of the continuing or surviving corporation immediately after such merger or consolidation; or (iv) a change of fifty percent (50%) (rounded to the next whole person) in the membership of the Company’s Board of Directors within a twelve (12)-month period, unless the election or nomination for election by stockholders of each new director within such period was approved by the vote of a majority of the directors then still in office who were in office at the beginning of the twelve (12)-month period.
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Mr. Khalifa, who since 2007 was a management consultant advising venture capital clients and operating companies on acquisitions, strategy and financial matters, was previously Executive Vice President and Chief Financial Officer of Leap Wireless (Nasdaq:LEAP). Prior to Leap, from 2003-2006, he was Executive Vice President and Chief Financial Officer of Apria Healthcare (NYSE:AHG), the largest U.S. home healthcare company with revenues of $1.5 billion. Before that, from 1999-2003, he was Vice President and Chief Financial Officer of Beckman Coulter, Inc., (NYSE:BEC), a $2 billion life science and diagnostics company. Prior to 1999, Mr. Khalifa held several CFO and/or senior executive positions at the Agricultural Division of Monsanto Co. (NYSE:MON), the health insurance division of Aetna, Inc. (NYSE:AET), Aetna Health Plans, and served for 15 years in various corporate and international capacities with PepsiCo, Inc. (NYSE:PEP).
Mr. Khalifa is currently a member of the Board of Directors of PetSmart, Inc. (Nasdaq:PETM) and Chemaphor, Inc. (TSX-V:CFR). He earned a Masters of Business Administration in Finance and a Bachelor of Science in Industrial Engineering and Economics from Lehigh University.
There are no understandings or arrangements between Mr. Khalifa or any other person pursuant to which Mr. Khalifa was selected as an executive officer of IRIS. Mr. Khalifa does not have any family relationship with any director, executive officer or person nominated or chosen by our Board of Directors to become an executive officer.
A copy of the Mr. Khalifa’s employment agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by this reference. A press release announcing Mr. Khalifa’s appointment was issued by us on October 12, 2010, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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| Exhibit | | |
| Number | | Description |
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| | 10.1 | | | Key Employee Agreement for Amin Khalifa dated October 11, 2010 between IRIS International, Inc. and Amin Khalifa. |
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| | 99.1 | | | Press Release dated October 12, 2010, published by IRIS International, Inc. announcing the appointment of Amin Khalifa. |
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SIGNATURE
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.
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| | IRIS INTERNATIONAL, INC.
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| Date: October 13, 2010 | By: | /s/ César M. García | |
| | | César M. García | |
| | | Chief Executive Officer | |
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EXHIBIT INDEX
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| Exhibit | | |
| Number | | Description |
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| | 10.1 | | | Key Employee Agreement for Amin Khalifa dated October 11, 2010 between IRIS International, Inc. and Amin Khalifa. |
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| | 99.1 | | | Press Release dated October 12, 2010, published by IRIS International, Inc. announcing the appointment of Amin Khalifa. |
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