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): March 2, 2006 IRIS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-11181 94-2579751 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) 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 ct (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 2.02 - RESULTS OF OPERATION AND FINANCIAL CONDITION On March 2, 2006, we issued a press release announcing our financial results for the fourth quarter and twelve months ended December 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. We will host a conference call on March 2, 2006, at 11:30 a.m. Eastern time to review our financial results for the fourth quarter and twelve months ended December 31, 2005. The call may be accessed via a live audio web cast on our web site at www.proiris.com or at www.vcall.com, or through a dial-in telephone number at 1-800-289-0569. International callers should dial 913-981-5542. The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press Release dated March 2, 2006, published by IRIS International, Inc. 2 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: March 2, 2006 By: /s/ Martin G. Paravato ------------------------------------- Martin G. Paravato Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release dated March 2, 2006, published by IRIS International, Inc. 4