SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ERBA Diagnostics Mannheim GmbH

(Last) (First) (Middle)
MALLAUSTR 69-73

(Street)
MANNHEIM 2M 68219

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IVAX DIAGNOSTICS INC [ IVD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 07/01/2011 P 20,000,000(1)(2) A $0.75 40,026,313 D(3)(6)
Common Stock, $0.01 par value 8,400 I By subsidiary(4)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) $0.75 07/01/2011 P 20,000,000(1) 07/01/2011 07/01/2016 Common Stock, $0.01 par value 20,000,000 $0(1) 20,000,000 D(5)(6)
1. Name and Address of Reporting Person*
ERBA Diagnostics Mannheim GmbH

(Last) (First) (Middle)
MALLAUSTR 69-73

(Street)
MANNHEIM 2M 68219

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Transasia Bio-Medicals Ltd.

(Last) (First) (Middle)
TRANSASIA HOUSE
8 CHANDIVALI STUDIO ROAD

(Street)
MUMBAI IN 400072

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Erba Lachema s.r.o.

(Last) (First) (Middle)
KARASEK 1D

(Street)
BRNO 2N 62133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vazirani Suresh H.

(Last) (First) (Middle)
TRANSASIA HOUSE
8 CHANDIVALI STUDIO ROAD

(Street)
MUMBAI IN 400072

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman of Board
1. Name and Address of Reporting Person*
DUDANI KISHORE

(Last) (First) (Middle)
TRANSASIA HOUSE
8 CHANDIVALI STUDIO ROAD

(Street)
MUMBAI IN 400072

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On July 1, 2011, the issuer sold and issued to ERBA Diagnostics Mannheim GmbH ("ERBA"), in a privately negotiated transaction pursuant to a stock purchase agreement, an aggregate of 20,000,000 shares of the issuer's common stock at a purchase price of $0.75 per share and warrants to purchase an additional 20,000,000 shares of the issuer's common stock.
2. These shares were acquired under a stock purchase agreement pursuant to which (a) 6,666,667 shares were issued and delivered to ERBA upon ERBA's payment to the issuer of $5,000,000.25, (b) 6,666,667 shares will be issued and delivered to ERBA upon ERBA's payment to the issuer of $5,000,000.25 by no later than January 1, 2012 and (c) 6,666,666 shares will be issued and delivered to ERBA upon ERBA's payment to the issuer of $4,999,999.50 by no later than July 1, 2012.
3. These shares are held directly by ERBA and indirectly by Transasia Bio-medicals Ltd., its corporate parent, and Suresh H. Vazirani, its controlling shareholder.
4. These shares are held by Erba Lachema s.r.o., a direct wholly-owned subsidiary of ERBA.
5. These warrants are held directly by ERBA and indirectly by Transasia Bio-medicals Ltd., its corporate parent, and Suresh H. Vazirani, its controlling shareholder.
6. All of the reporting persons may be deemed to have beneficial ownership with respect to these securities, however, each reporting person disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein.
ERBA Diagnostic Mannheim GmbH, By: /s/ Suresh Vazirani, Chief Executive Officer and Managing Director 07/05/2011
Transasia Bio-Medicals Ltd., By: /s/ Suresh Vazirani, Managing Director 07/05/2011
Erba Lachema s.r.o, By: /s/ Suresh Vazirani, Statutory Body 07/05/2011
/s/ Suresh Vazirani 07/05/2011
/s/ Kishore Dudani 07/05/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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