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As filed with the Securities and Exchange Commission on October 9, 1998
Registration 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
of Incorporation or Organization) Identification No.)
9162 ETON AVENUE, CHATSWORTH, CALIFORNIA 91311
(Address of Principal Executive Offices) (Zip Code)
1998 STOCK OPTION PLAN
KEY EMPLOYEE STOCK PURCHASE PROGRAM
(Full Title of the Plan)
Copy to:
MARTIN S. MCDERMUT 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) (310) 234-6922
(818) 709-1244
(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 700,000 $1.125 $787,500 $307.13
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(1) Plus such additional number of shares as may be required pursuant to the
terms of the 1998 Stock Option Plan, or the options granted thereunder, or the
Key Employee Stock Purchase Program, in the event of a stock dividend, stock
split, recapitalization or other similar change in the Common Stock.
(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 the low
price as of October 7, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company under the
Exchange Act with the Commission are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year
ended December 31, 1997; (2) the description of the Company's Common Stock set
forth in the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on June 22, 1993; (3) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998;
and (4) the Company's Current Report on Form 8-K, dated October 9, 1998.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), 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 incorporated herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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.
Article SEVENTH of the Company's Certificate of Incorporation contains
certain provisions permitted under the 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. The
Company's Certificate of Incorporation also contains provisions requiring the
Company to indemnify its 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 him in
connection with such suit or proceedings if he 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 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1(a) Specimen of Common Stock Certificate (1)
4.1(b) Legend re Transfer Restrictions and Repurchase Option
4.2(a) 1998 Stock Option Plan
4.2(b) Form of Stock Option Agreement
4.2(c) Key Employee Stock Purchase Program
5.1 Legal Opinion of Guth Rothman & Christopher LLP
23.1 Consent of Guth Rothman & Christopher LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
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(1) Incorporated by reference to the Company's Registration Statement on
Form S-3, as filed with the Securities and Exchange Commission on March
27, 1996 (File No. 333-02001.)
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
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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 9th day of
October, 1998.
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
By:/s/ Fred H. Deindoerfer
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Fred H. Deindoerfer
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Fred H. Deindoerfer and Martin S.
McDermut, jointly and severally, as his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments and post-effective amendments to the Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Fred H. Deindoerfer Chairman of the Board of Directors, October 9, 1998
- ------------------------------ President, and Chief Executive Officer
Fred H. Deindoerfer
/s/ Martin S. McDermut Vice President, Finance and October 9, 1998
- ------------------------------ Administration, Chief Financial Officer
Martin S. McDermut
/s/ Donald E. Horacek Controller and Principal October 9, 1998
- ------------------------------ Accounting Officer
Donald E. Horacek
/s/ John A. O'Malley Director October 9, 1998
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John A. O'Malley
/s/ Steven M. Besbeck Director October 9, 1998
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Steven M. Besbeck
/s/ Thomas F. Kelley Director October 9, 1998
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Thomas F. Kelley
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1(a) Specimen of Common Stock Certificate (1)
4.1(b) Legend re Transfer Restrictions and Repurchase Option
4.2(a) 1998 Stock Option Plan
4.2(b) Form of Stock Option Agreement
4.2(c) Key Employee Stock Purchase Program
5.1 Legal Opinion of Guth Rothman & Christopher LLP
23.1 Consent of Guth Rothman & Christopher LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
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(1) Incorporated by reference to the Company's Registration Statement on
Form S-3, as filed with the Securities and Exchange Commission on March
27, 1996 (File No. 333-002001).