UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IRIS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-2579751
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9172 ETON AVENUE
CHATSWORTH, CALIFORNIA 91311
Address of Principal Executive Offices) (Zip Code)
1998 STOCK OPTION PLAN, AS AMENDED
(Full Title of the Plans)
MARTIN G. PARAVATO
CHIEF FINANCIAL OFFICER
IRIS INTERNATIONAL, INC.
9172 ETON AVENUE
CHATSWORTH, CALIFORNIA 91311
(Name and Address of Agent for Service)
(818) 709-1244
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JOHN MCILVERY, ESQ.
STUBBS ALDERTON & MARKILES, LLP
15821 VENTURA BOULEVARD, SUITE 525
ENCINO, CA 91436
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Offering Aggregate Amount of
of Securities Amount To Be Price Per Offering Registration
To Be Registered Registered (1) Share (2) Price (2) Fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.0001 per
share ........... 1,200,000 $15.715 $18,858,000 $2,219.59
================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers such additional shares of the Common
Stock as may become issuable pursuant to the anti-dilution provisions
of the 1998 Stock Option Plan, as amended.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
Common Stock as quoted on the NASDAQ Stock Market on August 23, 2005.
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 ("REGISTRATION OF
ADDITIONAL SECURITIES"), THE REGISTRANT HEREBY MAKES THE FOLLOWING STATEMENT:
On October 9, 1998, IRIS International, Inc. (the "Company") filed
with the Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-65547), on September 7, 2000, the Company filed with the
Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-45348), on June 19, 2001, the Company filed with the
Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-63304), and on February 3, 2005, the Company filed with
the Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-122501) (collectively, the "Prior Registration
Statements") relating to shares of the Common Stock to be issued pursuant to the
Company's 1998 Stock Option Plan, as amended (the "Plan"), and the Prior
Registration Statements are currently effective. This Registration Statement
relates to securities (a) of the same class as those to which the Prior
Registration Statements relate and (b) to be issued pursuant to the Plan. The
contents of the Prior Registration Statements are incorporated herein by
reference.
THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION
STATEMENT:
5.1 Opinion of Stubbs Alderton & Markiles, LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Stubbs Alderton & Markiles, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Chatsworth, State of California, on this 26th
day of August, 2005.
IRIS INTERNATIONAL, INC.
(Registrant)
By: /s/ Cesar M. Garcia
-------------------------------------------
Cesar M. Garcia, Chief Executive Officer
By: /s/ Martin G. Paravato
-------------------------------------------
Martin G. Paravato, Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Cesar M. Garcia and Martin G. Paravato, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement and to file a new Registration Statement under Rule 461 or Instruction
E of Form S-8 of the Securities Act of 1933, as amended, 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Cesar M. Garcia President and Chief Executive August 26, 2005
- ------------------------ Officer (Principal Executive
Cesar M. Garcia Officer)
/s/ Martin G. Paravato Chief Financial Officer and August 26, 2005
- ------------------------ Secretary (Principal Financial
Martin G. Paravato Officer and Principal Accounting
Officer)
/s/ Richard H. Williams Chairman of the Board August 26, 2005
- ------------------------
Richard H. Williams
/s/ Steven M. Besbeck Director August 26, 2005
- ------------------------
Steven M. Besbeck
/s/ Thomas A. Adams Director August 26, 2005
- ------------------------
Thomas A. Adams
/s/ Michael D. Matte Director August 26, 2005
- ------------------------
Michael D. Matte
/s/ Richard G. Nadeau Director August 26, 2005
- ------------------------
Richard G. Nadeau
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
5.1 Opinion of Stubbs Alderton & Markiles, LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Stubbs Alderton & Markiles, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).
4