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): June 3, 2005
IRIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11181 94-2579751
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
9172 ETON AVENUE
CHATSWORTH, CA 91311
(Address of Principal Executive Offices/Zip Code)
(818) 709-1244
(Registrant's telephone number, including area code)
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 (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c))
under the Exchange Act (17 CFR 240.13e-4c))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
QUIDEL ACQUISITION
On June 3, 2005, our indirect wholly-owned subsidiary, Blitz 05-047
GmbH ("IRIS DEUTSCHLAND"), purchased certain assets and assumed certain
liabilities of Quidel Corporation ("QUIDEL") and Quidel's wholly-owned
subsidiary Quidel Deutschland GmbH ("QUIDEL DEUTSCHLAND") pursuant to the terms
of an Asset Purchase Agreement (the "ASSET PURCHASE AGREEMENT") by and among us,
IRIS Deutschland, Quidel and Quidel Deutschland, dated April 26, 2005. Pursuant
to the Asset Purchase Agreement IRIS Deutschland acquired the urinalysis
business of Quidel, including technology and inventory, for approximately
$500,000 plus the assumption of certain current liabilities. Prior to the
execution of the Asset Purchase Agreement, no material relationship existed
between us or any of our affiliates, and Quidel or any of its affiliates. The
press release announcing the closing of the purchase transaction is furnished as
Exhibit 99.1 to this report and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. The financial statements
required by this item are not included with this initial report. The
required financial statements will be filed by amendment as soon as
practicable, but not later than 71 days after the date this Current
Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information. The pro-forma financial statements
required by this item are not included with this initial report. The
required pro-forma financial statements will be filed by amendment as
soon as practicable, but not later than 71 days after the date this
Current Report on Form 8-K was required to be filed.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Asset Purchase Agreement by and between by and between IRIS
International, Inc., Blitz 05-047 GmbH, Quidel Corporation and
Quidel Deutschland GmbH, dated April 26, 2005.(1)
99.1 Press Release dated June 6, 2005, published by IRIS
International, Inc. announcing the acquisition of Quidel
Corporation's urinalysis business.
- ----------
(1) Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the
Asset Purchase Agreement have been omitted. The Registrant undertakes
to supplementally furnish a copy of the omitted schedules to the
Securities and Exchange Commission upon request.
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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.
IRIS INTERNATIONAL, INC.
Date: June 8, 2005 By: /s/ Martin G. Paravato
------------------------------
Martin G. Paravato
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Asset Purchase Agreement by and between by and between IRIS
International, Inc., Blitz 05-047 GmbH, Quidel Corporation and
Quidel Deutschland GmbH, dated April 26, 2005.(1)
99.1 Press Release dated June 6, 2005, published by IRIS
International, Inc. announcing the acquisition of Quidel
Corporation's urinalysis business.
- ----------
(1) Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the
Asset Purchase Agreement have been omitted. The Registrant undertakes
to supplementally furnish a copy of the omitted schedules to the
Securities and Exchange Commission upon request.
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