-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J/vR257zlp9hxTqzOvwNQwoPfGVrxmZp5q6JnZ/WJ5dNf7qVm1MjAb7ghXi9X8px bne7oBPlyVMSx2lOGiVZIQ== 0001170918-05-000450.txt : 20050708 0001170918-05-000450.hdr.sgml : 20050708 20050707211419 ACCESSION NUMBER: 0001170918-05-000450 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050701 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050708 DATE AS OF CHANGE: 20050707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRIS INTERNATIONAL INC CENTRAL INDEX KEY: 0000319240 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 942579751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11181 FILM NUMBER: 05944526 BUSINESS ADDRESS: STREET 1: 9162 ETON AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187091244 MAIL ADDRESS: STREET 1: 9162 ETON AVENUE CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL REMOTE IMAGING SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 fm8k-070105.txt FORM 8-K (7-1-05) 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): July 1, 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 July 1, 2005, our Board of Directors appointed Bernard "Dino" M. Alfano (age 44) as President of its newly created Diagnostics Business Unit. Mr. Alfano joined us in December 2001 as Director of International Sales and Marketing. Following his promotion to International Vice President in June 2003 and subsequent elevation to Vice President of Global Sales and Service in September 2004, he was responsible for the international launch of our iQ(R)200 product platform that led to increased market penetration, record sales, revenue and profit for our Diagnostics Division in 2004. Prior to December 2001 Mr. Alfano assisted us with the iQ(R)200 market research and product branding as a consultant, and from January 2000 to June 2001, served as Vice President of Business and Product Development for Oxibio, Inc. Mr. Alfano has 19 years of experience in medical devices and diagnostics with companies such as Johnson & Johnson, C.R. Bard and Syntex. There are no understandings or arrangements between Mr. Alfano and any other person pursuant to which Mr. Alfano was appointed as an executive officer. Mr. Alfano 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 we or any of our subsidiaries was a party, or will be a party, and in which Mr. Alfano or any member of his immediate family had, or will have, a direct or indirect material interest. A press release announcing Mr. Alfano'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 Bernard "Dino" M. Alfano as President of IRIS International, Inc.'s Diagnostics Business Unit, dated July 5, 2005. 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: July 7, 2005 By: /s/ Martin G. Paravato ----------------------------- Martin G. Paravato Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ---------------------------------------------------------- 99.1 Press Release announcing the Appointment of Bernard "Dino" M. Alfano as President of IRIS International, Inc.'s Diagnostics Business Unit, dated July 5, 2005. 4 EX-99 2 ex99-1h.txt EX-99.1 EXHIBIT 99.1 IRIS PROMOTES KEY EXECUTIVE AS COMPANY ESTABLISHES STRATEGIC BUSINESS UNITS CHATSWORTH, Calif. --July 5, 2005--IRIS International, Inc. (NASDAQ: IRIS), a manufacturer and marketer of automated IVD urinalysis systems and medical devices used in hospitals and clinical laboratories worldwide, today announced the promotion of Bernard "Dino" M. Alfano as President of its newly created Diagnostics Business Unit reporting directly to Cesar Garcia, the Company's Chief Executive Officer. The Company also announced the implementation of a matrix organization where functional heads will oversee their respective area of expertise across all business units. "We also believe that it is important to rename our StatSpin(R) Division, which has become the Specimen Processing Business Unit, to better describe its strategic mission within the Company," Mr. Garcia said. "Robert Mello will continue to serve as Corporate Vice President and as President of the Specimen Processing Business Unit. We will keep the StatSpin brand for our successful line of rapid processing centrifuges, but may use other brand names in future developments related to new business segments. "IRIS International's rapid growth provides an excellent opportunity to further strengthen our organization and increase our strategic focus with emphasis on growth acceleration and increased profitability. Over the next few months we will implement the matrix program by consolidating functional areas such as Operations, Research and Development, and Information Technology, each reporting directly into the CEO. The functional heads will be responsible for implementing standardized policies and practices for their respective functions, driving synergies across all businesses and concentrating on achieving excellence in manufacturing and research and development. Dino Alfano and Robert Mello will focus on managing all commercial activities such as Marketing, Sales, Service, Quality Assurance and Customer Education to drive growth through their respective business units. "Each executive has a stellar and proven track record at IRIS International with hands-on experience and intimate knowledge of the Company's internal and external operations," Mr. Garcia said. "They will take advantage of existing synergies within the Company, which will lead to greater economies of scale as we add new products organically or through acquisitions. I will continue overseeing daily operations while concentrating on strategic decision making." Mr. Alfano joined IRIS International in December 2001 as Director of International Sales and Marketing. Following his promotion to International Vice President in June 2003 and subsequent elevation to Vice President of Global Sales and Service in September 2004, he was responsible for the international launch of the Company's highly successful iQ(R)200 product platform that led to increased market penetration, record sales, revenue and profit for the Iris Diagnostics Division in 2004. He has 19 years of experience in medical devices and diagnostics with companies such as Johnson & Johnson, C.R. Bard and Syntex. Mr. Mello joined IRIS International as Corporate Vice President and General Manager of the StatSpin subsidiary in April 2000, was promoted to President of StatSpin in April 2002 and has 31 years of experience in medical device manufacturing, service, marketing and engineering. He is credited with introducing innovative new products and was the driving force behind the recent increase in StatSpin's revenues and profitability. THE COMPANY IRIS International, Inc. (www.proiris.com) is a leader in automated urinalysis technology with systems in major medical institutions throughout the world. The Company's newest generation iQ(R)200 Automated Urine Microscopy Analyzer, utilizing image flow cytometry, patented Automated Intelligent Microscopy (AIM) technology and neural network-based particle recognition, achieves a significant reduction in the cost and time-consuming steps involved in manual microscopic analysis. The Company's StatSpin(R) subsidiary, based in Norwood, Mass., manufactures innovative centrifuges and blood analysis products. Advanced Digital Imaging Research, LLC (ADIR), based near Houston, Texas, is the Company's imaging research and development subsidiary. 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, and 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: the acceptance by customers of our new iQ(R)200 product platform, our substantial expansion of international sales and our reliance on key suppliers, 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. - ---------- CONTACT: IRIS International, Inc. Cesar M. Garcia, 818-709-1244 Ext. 123 or The Wall Street Group, Inc. Ron Stabiner, 212-888-4848 -----END PRIVACY-ENHANCED MESSAGE-----