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 10, 2005
IRIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-11181 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Effective June 10, 2005, our Board of Directors increased the size of
the Board to six members and appointed Thomas H. Adams, Ph.D. as a Director of
the Company.
There are no understandings or arrangements between Dr. Adams and any
other person pursuant to which Dr. Adams was selected as a director. Dr. Adams
does not have any family relationship with any director, executive officer or
person nominated or chosen by our Board of Directors to become a director or
executive officer. Additionally, there have been no transactions, or series of
related transactions, in the last year, nor is there any currently proposed
transaction, or series of similar transactions, to which the Company or any of
its subsidiaries was a party, or will be a party, and in which Dr. Adams or any
member of his immediate family had, or will have, a direct or indirect material
interest.
A press release announcing Dr. Adams's appointment is attached hereto
as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Press Release announcing the Appointment of Thomas H.
Adams, Ph.D. as a Director of IRIS International,
Inc., dated June 10, 2005.
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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 10, 2005 By: /s/ Martin G. Paravato
------------------------------
Martin G. Paravato
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Press Release announcing the Appointment of Thomas H. Adams,
Ph.D. as a Director of IRIS International, Inc., dated June
10, 2005.
4