0001181431-12-056183.txt : 20121101
0001181431-12-056183.hdr.sgml : 20121101
20121101204016
ACCESSION NUMBER: 0001181431-12-056183
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121031
FILED AS OF DATE: 20121101
DATE AS OF CHANGE: 20121101
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 9158 ETON AVENUE
CITY: CHATSWORTH
STATE: CA
ZIP: 91311
BUSINESS PHONE: 8187091244
MAIL ADDRESS:
STREET 1: 9158 ETON AVENUE
CITY: CHATSWORTH
STATE: CA
ZIP: 91311
FORMER COMPANY:
FORMER CONFORMED NAME: INTERNATIONAL REMOTE IMAGING SYSTEMS INC /DE/
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MELLO ROBERT A
CENTRAL INDEX KEY: 0001248108
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11181
FILM NUMBER: 121174893
MAIL ADDRESS:
STREET 1: C/O IRIS INTERNATIONAL, INC.
STREET 2: 9158 ETON AVENUE
CITY: CHATSWORTH
STATE: CA
ZIP: 91311
4
1
rrd359013.xml
FORM 4
X0306
4
2012-10-31
1
0000319240
IRIS INTERNATIONAL INC
IRIS
0001248108
MELLO ROBERT A
C/O IRIS INTERNATIONAL, INC.
9158 ETON AVENUE
CHATSWORTH
CA
91311
0
1
0
0
Corp VP/Pres Sample Processing
Common Stock
2012-10-31
4
U
0
68809
19.50
D
0
D
Common Stock
2012-10-31
4
U
0
100
19.50
D
0
I
By Son
Common Stock
2012-10-31
4
M
0
29167
11.65
A
29167
D
Common Stock
2012-10-31
4
M
0
31416
9.99
A
60583
D
Common Stock
2012-10-31
4
M
0
14177
11.97
A
74760
D
Common Stock
2012-10-31
4
M
0
2529
9.81
A
77289
D
Common Stock
2012-10-31
4
M
0
1689
9.81
A
78978
D
Common Stock
2012-10-31
4
F
0
53283
19.50
D
25695
D
Common Stock
2012-10-31
4
S
0
25695
19.50
D
0
D
Stock Option (Right to Buy)
11.65
2012-10-31
4
M
0
29167
0
D
2013-03-04
Common Stock
29167
0
D
Stock Option (Right to Buy)
9.99
2012-10-31
4
M
0
31416
0
D
2016-02-20
Common Stock
31416
4488
D
Stock Option (Right to Buy)
11.97
2012-10-31
4
M
0
14177
0
D
2017-02-23
Common Stock
14177
8507
D
Stock Option (Right to Buy)
9.81
2012-10-31
4
M
0
2529
0
D
2018-02-24
Common Stock
2529
4217
D
Stock Option (Right to Buy)
9.81
2012-10-31
4
M
0
1689
0
D
2018-02-24
Common Stock
1689
2815
D
Stock Option (Right to Buy)
9.99
2012-10-31
4
D
0
4488
9.51
D
2016-02-20
Common Stock
4488
0
D
Stock Option (Right to Buy)
11.97
2012-10-31
4
D
0
8507
7.53
D
2017-02-23
Common Stock
8507
0
D
Stock Option (Right to Buy)
9.81
2012-10-31
4
D
0
4217
9.69
D
2018-02-24
Common Stock
4217
0
D
Stock Option (Right to Buy)
9.81
2012-10-31
4
D
0
2815
9.69
D
2018-02-24
Common Stock
2815
0
D
Performance Restricted Stock Units
2012-10-31
4
A
0
6400
0
A
Common Stock
6400
6400
D
Performance Restricted Stock Units
2012-10-31
4
D
0
6400
19.50
D
Common Stock
6400
0
D
Restricted Stock Units
2012-10-31
4
D
0
1254
19.50
D
Common Stock
1254
0
D
Restricted Stock Units
2012-10-31
4
D
0
2813
19.50
D
Common Stock
2813
0
D
Restricted Stock Units
2012-10-31
4
D
0
6400
19.50
D
Common Stock
6400
0
D
The shares were retained by the company in payment of the exercise price and/or withholding taxes incurred in connection with the exercise of options.
Pursuant to a Tender and Support Agreement dated September 17, 2012 by and among each director and officer of IRIS International, Inc., IRIS International, Inc., Danaher Corporation and Daphne Acquisition Corporation, the reporting person sold these shares of Common Stock to Daphne Acquisition Corporation in exchange for consideration of $19.50 per share.
Vested 25% on March 4, 2009, and thereafter 6.25% vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2009.
Vested 25% on February 20, 2010, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2010.
Vested 25% on February 23, 2011, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2011.
Vested 25% on February 24, 2012, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2012.
Pursuant to the Agreement and Plan of Merger dated September 17, 2012 by and among Danaher Corporation, Daphne Acquisition Corporation and IRIS International, Inc. (the "Merger Agreement"), this option vested in full and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $19.50 and the per share exercise price of this option.
Each restricted stock unit represents a contingent right to receive one share of IRIS International, Inc. common stock.
Pursuant to the Merger Agreement, these performance restricted stock units, which were granted on February 27, 2012 and were subject to performance-based and time-based vesting, vested in full at the target level of performance and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the performance restricted stock units multiplied by the per share merger consideration of $19.50.
Pursuant to the Merger Agreement, these restricted stock units vested in full and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units multiplied by the per share merger consideration of $19.50.
/s/ Todd M. Graham, Attorney-in-Fact
2012-11-01