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As filed with the Securities and Exchange Commission on September 7, 2000
FILE NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-2579751
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
9162 ETON AVENUE, CHATSWORTH, CALIFORNIA 91311
(Address of Principal Executive Offices) (Zip Code)
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EMPLOYEE STOCK PURCHASE PROGRAM
1998 STOCK OPTION PLAN, AS AMENDED
(Full Title of the Plan)
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With a Copy to:
DR. JOHN A. O'MALLEY DANIEL G. CHRISTOPHER, ESQ.
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. GUTH ROTHMAN & CHRISTOPHER LLP
9162 ETON AVENUE 10866 WILSHIRE BOULEVARD, SUITE 1250
CHATSWORTH, CALIFORNIA 91311 LOS ANGELES, CALIFORNIA 90024
(Name and Address of Agent For Service)
(818)709-1244 (310) 234-6922
(Telephone Number, Including Area Code,
of Agent For Service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE FEE
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Common Stock, $.01 par value 1,400,000 $2.03125 $2,843,750 $750.75
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(1) Plus such additional number of shares as may be required pursuant to the
terms of the Employee Stock Purchase Program or the 1998 Stock Option Plan,
as amended, in the event of a stock dividend, stock split, recapitalization
or other similar change in the Common Stock. Of the 1,400,000 shares of
Common Stock to be registered, 800,000 shares relates to the Employee Stock
Purchase Plan and 600,000 shares relates to an increase in the number of
shares covered by the 1998 Stock Option Plan, as amended.
(2) The offering price is to be computed pursuant to Rule 457(h) and Rule
457(c). As such, the offering price is the average of the high and low
price as of September 5, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by us with the SEC are
incorporated herein by reference:
(a) Our annual report on Form 10-K for the fiscal year ended December 31,
1999, which is our latest annual report filed pursuant to Section
13(a) of the Securities Act, that contains audited financial
statements for our latest fiscal year for which such statements have
been filed;
(b) Our quarterly reports on Form 10-Q for the quarters ended March 31,
2000 and June 30, 2000;
(c) Our Current Reports on Form 8-K filed January 26, 2000, February 4,
2000, March 27, 2000 and May 23, 2000; and
(d) The description of our Common Stock set forth in our Registration
Statement on Form 8-A filed with the SEC on June 22, 1993.
In addition, all documents subsequently filed by us pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
Any statement contained in a document deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Article SEVENTH of our Certificate of Incorporation contains certain
provisions permitted under the Delaware General Corporation Law ("DGCL")
relating to the liability of directors. The provisions eliminate a director's
liability for monetary damages for a breach of fiduciary duty, except in certain
circumstances involving wrongful acts, such as the breach of a director's duty
of loyalty or acts or omissions that involve intentional misconduct or knowing
violation of law. Our Certificate of Incorporation also contains provisions
requiring us to indemnify our directors and officers to the fullest extent
permitted by the DGCL.
Section 145 of the DGCL provides, in part, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any suit or proceedings because such person is or was a
director, officer, employee or agent of the corporation or was serving at the
request of the corporation, as a director, officer, employee or agent of another
corporation, against all costs actually and reasonably incurred by such person
in connection with such suit or proceedings if he or she acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation. Similar indemnity is permitted to be provided to such
persons in connection with an action or suit by or in the right of the
corporation, provided such person acted in good faith and in a manner he or she
believed to be in or not opposed to the best interests of the corporation, and
provided further (unless a court of competent jurisdiction otherwise determines)
that such person shall not have been adjudged liable to the corporation.
We also maintain insurance policies under which our directors and officers
are insured, within the limits and subject to the limitations of the policies,
against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having served as one of our directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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4.1(a) Specimen of Common Stock Certificate (1)
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4.1(b) Legend re Transfer Restrictions and Repurchase Option (2)
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4.2 Employee Stock Purchase Program (as amended and restated on February 20, 1999) (3)
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4.3 1998 Stock Option Plan, as amended
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5.1 Legal Opinion of Guth Rothman & Christopher LLP
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23.1 Consent of Guth Rothman & Christopher LLP (included in Exhibit 5.1)
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23.2 Consent of PricewaterhouseCoopers LLP
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(1) Incorporated by reference to from our Registration Statement on Form S-3,
as filed with the SEC on March 27, 1996 (File No. 333-02001).
(2) Incorporated by reference from our Registration Statement on Form S-8, as
filed with the SEC on October 9, 1998 (File No. 333-65547).
(3) Incorporated by reference from our Annual Report on Form 10-K for the year
ended December 31, 1999.
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ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 7th day of
September, 2000.
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
By: /s/ JOHN A. O'MALLEY
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John A. O'Malley
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. O'Malley, as attorney-in-fact,
with power of substitution, for such person in any and all capacities, to sign
any and all amendments and post-effective amendments to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the SEC, hereby ratifying and confirming all that
said attorney-in-fact, or his or her substitute, may do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed below by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/ JOHN A. O'MALLEY Chairman of the Board, President September 7, 2000
- ----------------------------------- and Chief Executive Officer
John A. O'Malley
/s/ DONALD E. HORACEK Secretary, Controller, and September 7, 2000
- ----------------------------------- Principal Accounting Officer
Donald E. Horacek
/s/ STEVEN M. BESBECK Director September 7, 2000
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Steven M. Besbeck
/s/ THOMAS F. KELLEY Director September 7, 2000
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Thomas F. Kelley
/s/ RICHARD G. NADEAU Director September 7, 2000
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Richard G. Nadeau
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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4.1(a) Specimen of Common Stock Certificate (1)
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4.1(b) Legend re Transfer Restrictions and Repurchase Option (2)
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4.2 Employee Stock Purchase Program (as amended and restated on February 20, 1999) (3)
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4.3 1998 Stock Option Plan, as amended
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5.1 Legal Opinion of Guth Rothman & Christopher LLP
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23.1 Consent of Guth Rothman & Christopher LLP (included in Exhibit 5.1)
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23.2 Consent of PricewaterhouseCoopers LLP
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(1) Incorporated by reference from our Registration Statement on Form S-3, as
filed with the SEC on March 27, 1996 (File No. 333-02001).
(2) Incorporated by reference from our Registration Statement on Form S-8, as
filed with the SEC on October 9, 1998 (File No. 333-65547).
(3) Incorporated by reference from our Annual Report on Form 10-K for the year
ended December 31, 1999.