As filed with the Securities and Exchange Commission on November 2, 2012
| Registration No. 333-181303 | Registration No. 333-174920 | |
| Registration No. 333-159676 | Registration No. 333-145635 | |
| Registration No. 333-137738 | Registration No. 333-127952 | |
| Registration No. 333-122501 | Registration No. 333-103462 | |
| Registration No. 333-63304 | Registration No. 333-45348 | |
| Registration No. 333-65547 | Registration No. 333-31393 | |
| Registration No. 333-31391 | Registration No. 333-19265 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-181303
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-174920
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-159676
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-145635
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-137738
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-127952
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-122501
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-103462
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-63304
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-45348
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-65547
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-31393
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-31391
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-19265
UNDER THE SECURITIES ACT OF 1933
IRIS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 94-2579751 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
9158 Eton Avenue Chatsworth, CA | 91311 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
IRIS International, Inc. 2012 Omnibus Incentive Plan
IRIS International, Inc. 2011 Inducement Incentive Plan
IRIS International, Inc. 2007 Stock Incentive Plan
Leucadia Technologies, Inc. Deferred Stock Unit Agreements
1998 Stock Option Plan, As Amended
Stock Option Agreements
Employee Stock Purchase Program
Key Employee Stock Purchase Program
1998 Stock Option Plan
1997 Stock Option Plan
(Full Title of the Plans)
Cesar M. Garcia, Chief Executive Officer
IRIS INTERNATIONAL, INC.
9158 Eton Avenue
Chatsworth, CA 91311
(Name and Address of Agent for Service)
(818) 709-1244
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Daniel Wolf, Esq.
David B. Feirstein, Esq.
Kirkland & Ellis, LLP
601 Lexington Avenue
New York, New York 10022
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if smaller reporting company) | Smaller reporting company | ¨ | |||
TERMINATION OF REGISTRATION
IRIS International, Inc. (the “Registrant”) is filing this Post-Effective Amendment to the Registration Statements on Form S-8 listed below (collectively, the “Prior Registration Statements”) to deregister all securities that were previously registered (the “Securities”) and remain unsold or otherwise unissued under the (i) IRIS International, Inc. 2012 Omnibus Incentive Plan, (ii) IRIS International, Inc. 2011 Inducement Incentive Plan, (iii) IRIS International, Inc. 2007 Stock Incentive Plan, (iv) Leucadia Technologies, Inc. Deferred Stock Unit Agreements, (v) 1998 Stock Option Plan, As Amended, (vi) Stock Option Agreements, (vii) Employee Stock Purchase Program, (viii) Key Employee Stock Purchase Program, (ix) 1998 Stock Option Plan, and (x) 1997 Stock Option Plan, as the case may be, and for which the Prior Registration Statements had remained in effect.
| 1. | Registration No. 333-181303 filed on May 10, 2012 |
| 2. | Registration No. 333-174920 filed on June 15, 2011 |
| 3. | Registration No. 333-159676 filed on June 2, 2009 |
| 4. | Registration No. 333-145635 filed on August 22, 2007 |
| 5. | Registration No. 333-137738 filed on October 2, 2006 |
| 6. | Registration No. 333-127952 filed on August 30, 2005 |
| 7. | Registration No. 333-122501 filed on February 3, 2005 |
| 8. | Registration No. 333-103462 filed on February 26, 2003 |
| 9. | Registration No. 333-63304 filed on June 19, 2001 |
| 10. | Registration No. 333-45348 filed on September 7, 2000 |
| 11. | Registration No. 333-65547 filed on October 9, 1998 |
| 12. | Registration No. 333-31393 filed on July 16, 1997 |
| 13. | Registration No. 333-31391 filed on July 16, 1997 |
| 14. | Registration No. 333-19265 filed on January 3, 1997 |
On October 31, 2012, pursuant to the terms of the Agreement and Plan of Merger, dated as of September 17, 2012, by and among the Registrant, Danaher Corporation (“Danaher”) and Daphne Acquisition Corporation, an indirect wholly-owned subsidiary of Danaher (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and as an indirectly wholly-owned subsidiary of Danaher.
As a result of the Merger, the Registrant has terminated any offering of the Securities pursuant to the Prior Registration Statements. In accordance with an undertaking made by the Registrant in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any Securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration all unsold (if any) Securities under the Prior Registration Statements.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Prior Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chatsworth, State of California on November 2, 2012.
| IRIS INTERNATIONAL, INC. | ||
| (Registrant) | ||
| By: | /s/ César M. García | |
| Name: | César M. García | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Prior Registration Statements has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ César M. García | Chief Executive Officer, President and Director (Principal Executive Officer) | November 2, 2012 | ||
| César M. García | ||||
/s/ Amin Khalifa | Chief Financial Officer (Principal Financial and Accounting Officer) | November 2, 2012 | ||
| Amin Khalifa | ||||
/s/ Daniel L. Comas | Director | November 2, 2012 | ||
| Daniel L. Comas | ||||
/s/ Robert S. Lutz | Director | November 2, 2012 | ||
| Robert S. Lutz | ||||