-----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, FAwtRwqDaUR4H9i7HQw/q9H5kRppooPxlJPmylL7UyVis1NEz9Od5iSV5OmB3l6f ijdtXbu0iSHzj4rkwiKNGg== 0000940180-96-000477.txt : 19961009 0000940180-96-000477.hdr.sgml : 19961009 ACCESSION NUMBER: 0000940180-96-000477 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961008 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL IMAGING MATERIALS INC /DE/ CENTRAL INDEX KEY: 0000904009 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 133179629 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42989 FILM NUMBER: 96640427 BUSINESS ADDRESS: STREET 1: 310 COMMERCE DR CITY: AMHERST STATE: NY ZIP: 14228 BUSINESS PHONE: 7166916333 MAIL ADDRESS: STREET 1: 310 COMMERCE DRIVE CITY: AMHERST STATE: NY ZIP: 14228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORANGE INTERNATIONAL LTD CENTRAL INDEX KEY: 0000935658 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX HM 206 STREET 2: HAMILTON HM HX BERMUDA CITY: HAMILTON STATE: D0 ZIP: 00000 BUSINESS PHONE: 3175763950 MAIL ADDRESS: STREET 1: C/O BOCHRIGER MANCHISM CORP STREET 2: 9115 HAGUE ROAD CITY: INDIANAPOLIS STATE: IN ZIP: 46250 SC 13D/A 1 AMENDMENT NO.3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 3 TO SCHEDULE 13D* Under the Securities Exchange Act of 1934 INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 46025950 (CUSIP Number) (Name) Copy to: ---- Corange International Limited Neal R. Roach, Jr. 22 Church Street Corporate Counsel P.O. Box HM 2026 Boehringer Mannheim Corporation Hamilton HM HX 9115 Hague Road Bermuda Indianapolis, Indiana 46250 (809) 295-3812 (317) 845-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 1996 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 11 AMENDMENT NO. 3 TO SCHEDULE 13D CUSIP No.: 46025950 - ------------------------------------------------------------------------------- 1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above Person: Corange International Limited - ------------------------------------------------------------------------------- 2) Check the appropriate box if a member of a Group: (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3) SEC Use Only: - ------------------------------------------------------------------------------- 4) Source of Funds: - ------------------------------------------------------------------------------- 5) Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] - ------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Bermuda - ------------------------------------------------------------------------------- Number 7) Sole Voting Power: 0 of Shares Beneficially 8) Shared Voting Power: Owned By Each 9) Sole Dispositive Power: 0 Person With: 10) Shared Dispositive Power - ------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 - ------------------------------------------------------------------------------- 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] - ------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 0% - ------------------------------------------------------------------------------- 14) Type of Reporting Person: CO - ------------------------------------------------------------------------------- Page 2 of 11 AMENDMENT NO. 3 TO SCHEDULE 13D Item 1. Security and Issuer. International Remote Imaging Systems, Inc. Common Stock Principal Executive Offices: 9162 Eton Avenue Chatsworth, CA 91311 Item 2. Identity and Background. Name: Corange International Limited Place of Incorporation: Bermuda Principal Business: Manufacture and sale of medical products Principal Office: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (d) No (e) No Executive Officers and Directors of Corange International Limited.: (a) Name: Michel J. Drew (Executive officer and director) (b) Business Address: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (c) Principal occupation: President, International Services Limited (d) No (e) No (f) Citizenship: Great Britain Page 3 of 11 AMENDMENT NO. 3 TO SCHEDULE 13D (a) Name: Curt Engelhorn (Director and Executive Officer) (b) Business Address: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (c) Principal occupation: Chairman of Corange Limited (d) No (e) No (f) Citizenship: German (a) Name: James A. Lent (Executive officer and director) (b) Business Address: 22 Church Street HM11 Hamilton HM HX Bermuda (c) Principal occupation: President DePuy Group of Corange (d) No (e) No (f) Citizenship: U.S.A. (a) Name: Adolf Luttke (Executive officer and director) (b) Business Address: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (c) Principal occupation: Vice President, Corange International Limited (d) No (e) No (f) Citizenship: German Page 4 of 11 AMENDMENT NO. 3 TO SCHEDULE 13D (a) Name: Gerald Moeller (Executive Officer and Director) (b) Business Address: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (c) Principal occupation: President, Boehringer Mannheim Group of Corange (d) No (e) No (f) Citizenship: German (a) Name: William Petrovic (Executive officer) (b) Business Address: 9115 Hague Road Indianapolis, Indiana 46250 (c) Principal occupation: Treasurer of Corange International Limited (d) No (e) No (f) Citizenship: U.S.A. (a) Name: Anthony Williams (Director) (b) Business Address: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (c) Principal occupation: Attorney (d) No (e) No (f) Citizenship: U.S.A. Page 5 of 11 AMENDMENT NO. 3 TO SCHEDULE 13D Person Ultimately In Control of Corange International Limited: Name: Corange Limited Place of Incorporation: Bermuda Principal Business: Manufacture and sale of medical products Principal Office: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (d) No (e) No Executive Officers and Directors of Corange Limited: (a) Name: Curt Engelhorn (Director and Executive Officer) (b) Business Address: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (c) Principal occupation: Chairman of Corange Limited (d) No (e) No (f) Citizenship: German Page 6 of 11 AMENDMENT NO. 3 TO SCHEDULE 13D (a) Name: James A. Lent (Director and Executive Officer) (b) Business Address: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (c) Principal occupation: President DePuy Group of Corange (d) No (e) No (f) Citizenship: USA (a) Name: Gerald Moeller (Director and Executive Officer) (b) Business Address: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (c) Principal occupation: President, Boehringer Mannheim Group of Corange (d) No (e) No (f) Citizenship: German Page 7 of 11 AMENDMENT NO. 3 TO SCHEDULE 13D (a) Name: Michael J. Drew (Director) (b) Business Address: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (c) Principal occupation: President, International Services Ltd. (d) No (e) No (f) Citizenship: Great Britain (a) Name: Anthony Williams (Director) (b) Business Address: 22 Church Street P.O. Box HM 2026 Hamilton HM HX Bermuda (c) Principal occupation: Attorney (d) No (e) No (f) Citizenship: U.S.A. Item 3. Source and Amount of Funds or Other Consideration. The reporting person sold to the issuer 469,413 shares and surrendered unexercised a warrant to purchase an additional 250,000 shares for consideration of $2,132,141, payable on or before December 31, 1996. Item 4. Purpose of Transaction. The issuer and affiliates of the reporting person have agreed to restructure a strategic alliance between them, and in connection with such restructuring, the reporting person agreed to permit the issuer to repurchase the shares and cancel the warrant. While the reporting person has no present plans to do so, it may purchase additional warrants or Page 8 of 11 AMENDMENT NO. 3 TO SCHEDULE 13D shares or dispose of the warrants or shares it currently owns. The reporting person has no plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the issuer, or a disposition of securities of the issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the issuer; (f) any other material change in the issuer's business or corporate structure; (g) changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) the Act; or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Aggregate number of shares beneficially owned by the reporting person: 0 Percentage of Class: 0% (b) None. (c) None. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None Item 7. Material to be Filed as Exhibits. 7.1. Securities Purchase Agreement among Corange International Ltd., International Remote Imaging Systems, Inc. and LDA Systems, Inc., a Delaware corporation, dated as of April 20, 1994* Page 9 of 11 AMENDMENT NO. 3 TO SCHEDULE 13D 7.2 Form of Warrant Certificate for warrants to purchase 248,571 shares of Common Stock of International Remote Imaging Systems, Inc.* 7.3 Form of Warrant Certificate for warrants to purchase 250,000 shares of Common Stock of International Remote Imaging Systems, Inc.* _______________________________ *Previously filed. Page 10 of 11 AMENDMENT NO. 3 TO SCHEDULE 13D SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 3, 1996 /s/ William Petrovic ---------------------------- William Petrovic Treasurer, Corange International Limited The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----