Exhibit 99.1
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Press Release dated December 18, 2003
IRIS INTERNATIONAL INCREASES BOARD TO SEVEN MEMBERS
Eliminates Staggered Terms and Class Divisions for Directors; Abolishes
Anti-Takeover Provisions and Officially Changes Company Name
CHATSWORTH, CA., Dec. 18, 2003-- IRIS International, Inc. (AMEX: IRI), a
manufacturer and marketer of automated IVD urinalysis systems and medical
devices used in hospitals and reference clinical laboratories worldwide, today
announced the expansion of the Board of Directors with the appointment of
Michael D. Matte, an executive with broad financial and public company
experience. Mr. Matte, currently the Chief Financial Officer of Cyberguard Corp.
(NASDAQ: CGFW), becomes the seventh member of the Board .
In addition, the Company announced that the Board voted to eliminate staggered
three-year terms and class divisions for Directors and to abolish the
anti-takeover provisions in the Company's Bylaws. The Board members, who were
previously divided into three different classes, will now serve one-year terms.
All Board members will be up for re-election beginning with the Company's annual
meeting in 2004.
The Company also announced that, effective immediately, its name has changed to
IRIS International, Inc., from International Remote Imaging Systems, Inc. Its
shares will continue to trade under the symbol "IRI" on the American Stock
Exchange. The name change was previously approved by a special vote of
shareholders.
"The expansion of the Board of Directors with an additional outside independent
member, as well as the simplification of the Board structure and removal of
anti-takeover provisions from the Company Charter, is in keeping with the spirit
of the Sarbanes-Oxley Act of 2002," stated John A. O'Malley, Chairman of the
Board of IRIS International. "Although we have no intention of selling or
merging the Company at this time, we believe the decision to remove the
anti-takeover measures is in the best interests of shareholders. Together, these
actions underscore the Board's desire to ensure greater transparency of the
Company's business practices among shareholders and the investment community."
Cesar Garcia, President, Chief Executive Officer and Director of IRIS
International, noted, "The addition to the Board of Mr. Matte, a financially
astute executive with broad business and auditing experience, will be a valuable
asset to the Company as we enter our growth phase."
Mr. Matte, has been the CFO of Cyberguard, which develops proprietary security
appliances for Fortune 1000 companies, since 2001. He has extensive experience
with both public and private companies. His expertise includes finance, raising
equity capital, debt restructuring, mergers and acquisitions and management.
From 1998 to 2001 he served as CFO of Amerijet International, a privately held
international air cargo company with revenues in excess of $100 million. From
1996 to 1998 he was CFO of Intime Systems International, Inc., a publicly traded
company that develops proprietary software and system integration services.
Previous positions include serving from 1992 to 1996 as Vice President of
Finance/CFO of Torwest, Inc., the U.S. holding company of a $13 billion Canadian
diversified conglomerate and as a senior manager at Price WaterHouse, the
international accounting and consulting firm, from 1981 to 1992. Mr. Matte, a
Certified Public Accountant, holds a Bachelor of Science Degree from Florida
State University.
THE COMPANY
IRIS International, Inc. (www.proiris.com) is a leader in automated urinalysis
technology and image flow cytometry. The Company's Iris Diagnostics Division is
a leader in automated urinalysis technology with workstations in major medical
institutions throughout the world. Using a patented Automated Intelligent
Microscopy (AIM) technology, the Auto-Analyte Recognition software (AAR) and
more recently, the neural network-based Auto-Particle Recognition (APR)
technology, a significant reduction in the cost and time consuming steps for
manual microscopic analysis can be achieved. The StatSpin(R) subsidiary, based
in Norwood , Mass. , is a worldwide leader in accelerated sample preparation for
blood, body fluids and urine analysis. The subsidiary makes innovative
centrifuges and blood analysis products, including the world's fastest blood
separator (30 seconds). StatSpin's worldwide markets include medical
institutions, commercial laboratories, clinics, doctors' offices, veterinary
labs and research facilities. Its bench top centrifuges are dedicated to
applications for manual specimen preparation for coagulation, cytology,
hematology, and urinalysis. Advanced Digital Imaging Research, LLC (ADIR), is a
research and development subsidiary based in the Houston , Texas area. ADIR
assists in the advancement of proprietary imaging technology while conducting
government-sponsored research and development in medical imaging and software,
and contract research for corporate clients.
SAFE HARBOR PROVISION
This news release contains forward-looking statements made in reliance upon the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, the Company's views
on future commercial revenues, market growth, capital requirements, new product
introductions, and are generally identified by phrases such as "thinks,"
"anticipates," "believes," "estimates," "expects," "intends," "plans," and
similar words. Forward-looking statements are not guarantees of future
performance and are inherently subject to uncertainties and other factors which
could cause actual results to differ materially from the forward-looking
statement. These statements are based upon, among other things, assumptions made
by, and information currently available to, management, including management's
own knowledge and assessment of the Company's industry, competition and capital
requirements. Other factors and uncertainties that could affect the Company's
forward-looking statements include, among other things, the following:
unexpected technical and marketing difficulties inherent in major product
development efforts such as the current project to improve the Company's
urinalysis workstation product line; the potential need for changes in long-term
strategy in response to future developments; future advances in diagnostic
testing methods and procedures, as well as potential changes in government
regulations and healthcare policies, both of which could adversely affect the
economics of the diagnostic testing procedures automated by the Company's
products; rapid technological change in the microelectronics and software
industries; and increasing competition from imaging and non-imaging based
in-vitro diagnostic products. The Company refers interested persons to its most
recent Annual Report on Form 10-K and its other SEC filings for a description of
additional uncertainties and factors that may affect forward-looking statements.
The Company assumes no duty to update its forward-looking statements.