sc13d090210.htm

0000892251-10-000173.txt : 20100902 0000892251-10-000173.hdr.sgml : 20100902 20100902125709 ACCESSION NUMBER: 0000892251-10-000173 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20100902 DATE AS OF CHANGE: 20100902 GROUP MEMBERS: ERBA LACHEMA S.R.O. GROUP MEMBERS: KISHORE DUDANI GROUP MEMBERS: SURESH H. VAZIRANI GROUP MEMBERS: TRANSASIA BIO-MEDICALS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVAX DIAGNOSTICS INC CENTRAL INDEX KEY: 0001095858 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113500746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58691 FILM NUMBER: 101054286 BUSINESS ADDRESS: STREET 1: 2140 NORTH MIAMI AVENUE CITY: MIAMI STATE: FL ZIP: 90802 BUSINESS PHONE: 5624917180 MAIL ADDRESS: STREET 1: 2140 NORTH MIAMI AVENUE CITY: MIAMI STATE: FL ZIP: 33127 FORMER COMPANY: FORMER CONFORMED NAME: B2BSTORES COM INC DATE OF NAME CHANGE: 19990928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ERBA Diagnostics Mannheim GmbH CENTRAL INDEX KEY: 0001500200 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: MALLAUSTR 69-73 CITY: MANNHEIM STATE: 2M ZIP: 68219 BUSINESS PHONE: 496218799770 MAIL ADDRESS: STREET 1: MALLAUSTR 69-73 CITY: MANNHEIM STATE: 2M ZIP: 68219 SC 13D 1 sc13d090210.htm SCHEDULE 13D sc13d090210.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Ivax Diagnostics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45070W 10 9

(CUSIP Number)

Suresh H. Vazirani

Transasia House

8 Chandivali Studio Road

Mumbai, India 400072

091-222-857-4040

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copies to:

F. Mark Reuter, Esq.

Keating Muething & Klekamp PLL

One East Fourth Street, Suite 1400

Cincinnati, Ohio 45202

(513) 579-6469

September 1, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

CUSIP No. 45070W 10 9
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ERBA Diagnostics Mannheim GmbH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 20,034,713
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 20,034,713
	10	SHARED DISPOSITIVE POWER 0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,034,713
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.5%
14		TYPE OF REPORTING PERSON* CO

Page 2 of 10

CUSIP No. 45070W 10 9
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Transasia Bio-medicals Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION India

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 20,034,713
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 20,034,713
	10	SHARED DISPOSITIVE POWER 0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,034,713
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.5%
14		TYPE OF REPORTING PERSON* CO

Page 3 of 10

CUSIP No. 45070W 10 9
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Erba Lachema s.r.o.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Czech Republic

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,400
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 8,400
	10	SHARED DISPOSITIVE POWER 0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,400
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .01%
14		TYPE OF REPORTING PERSON* CO

Page 4 of 10

CUSIP No. 45070W 10 9
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Suresh H. Vazirani
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION India

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 20,034,713*
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 20,034,713*
	10	SHARED DISPOSITIVE POWER 0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,034,713*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.5%*
14		TYPE OF REPORTING PERSON* IN

*Mr. Vazirani may be deemed to have voting and dispositive power over these shares as a result of his position as Chief Executive Officer of ERBA Diagnostics Mannheim GmbH and Erba Lachema s.r.o and as Chairman and Managing Director of Transasia Bio-medicals Ltd., however, Mr. Vazirani disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Page 5 of 10

CUSIP No. 45070W 10 9
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kishore Dudani
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION India

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,034,713*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.5%*
14		TYPE OF REPORTING PERSON* IN

*Mr. Dudani may be deemed to have beneficial ownership of these shares as a result of his membership in a Schedule 13(d) group with the other Reporting Persons, however, Mr. Dudani disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Page 6 of 10

Item 1.

Security and Issuer

This Statement on Schedule 13D relates to the shares of the common stock, par value, $0.01 per share (the “Common Stock”) of Ivax Diagnostics, Inc., a Delaware corporation whose principal executive offices are located at 2140 North Miami Avenue Miami, FL 33127 U.S.A. (the “Issuer”). This Statement on Schedule 13D is being filed by ERBA Diagnostics Mannheim GmbH, Transasia Bio-medicals Ltd., Erba Lachema s.r.o., Suresh H. Vazirani and Kishore Dudani (each a “Reporting Person” and collectively, the “Reporting Persons”).

Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 2.

Identity and Background

This Statement on Schedule 13D is being filed by ERBA Diagnostics Mannheim GmbH, a corporation organized under the laws of Germany with its principal business address at Mallaustr 69-73, Mannheim, Germany, 68219 and a telephone number of 496-218-799-770.

This Statement on Schedule 13D is also being filed by Transasia Bio-medicals Ltd., a corporation organized under the laws of India with its principal business address at Transasia House, 8 Chandivali Studio Road, Mumbai, India 400072 and a telephone number of 091-222-857-4040.

This Statement on Schedule 13D is also being filed by Erba Lachema s.r.o, a corporation organized under the laws of the Czech Republic with its principal business address at Karasek 1D, Brno, Czech Republic 62133 and a telephone number of 420-517-077-111.

This Statement on Schedule 13D is also being filed by Suresh H. Vazirani and Kishore Dudani, each of whom is a citizen of India has his principal business address at Transasia House, 8 Chandivali Studio Road, Mumbai, India 400072 and a telephone number of 091-222-857-4040. Mr. Vazirani is the Chief Executive Officer of ERBA Diagnostics Mannheim GmbH and Erba Lachema s.r.o and the Chairman and Managing Director of Transasia Bio-medicals Ltd. Mr. Dudani is Marketing and Business Development Representative – South, Central and Latin America, of ERBA Diagnostics Mannheim GmbH. Each of Mr. Vazirani and Dudani is a member of the Issuer’s Board of Directors as described in Item 4 below.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

The amount of funds to acquire 20,026,313 shares of the Issuer’s Common Stock is $15,019,735 US. Such funds were provided primarily from ERBA Diagnostics Mannheim GmbH’s cash on hand.

Page 7 of 10

Item 4.

Purpose of Transaction

On September 1, 2010, ERBA Diagnostics Mannheim GmbH purchased from Patrice Debregeas, Paul Kennedy, Umbria LLC, a company wholly-owned by Mr. Kennedy, and Debregeas & Associes Pharma SAS, a company wholly-owned by Patrice Debregeas and members of his family (the “Sellers”), all of the approximately 72% of the outstanding shares of Common Stock owned by the Sellers for $0.75 per share, or an aggregate purchase price of approximately $15 million (such transaction is referred to herein as the “Share Acquisition”). ERBA Diagnostics Mannheim, headquartered in Mannheim, Germany, used cash on hand to fund the purchase price.

As a result of the Share Acquisition, ERBA Diagnostics Mannheim’s collective ownership of approximately 72% of the outstanding shares of the Common Stock provides it with the voting power to control the election of the Issuer’s directors and any other matter requiring the affirmative vote or consent of the Issuer’s stockholders.

The Share Acquisition was consummated for the purpose of changing and influencing control of the Issuer. On September 1, 2010, Suresh Vazirani, Kishore “Kris” Dudani and Philippe Gadal were appointed to the Issuer’s Board of Directors, effective immediately. Messrs. Vazirani, Dudani and Gadal filled the vacancies on the Issuer’s Board of Directors created by the resignations of Messrs. Debregeas, Kennedy and Meyer. Mr. Vazirani was named the Chairman of the Issuer’s Board of Directors and appointed to the Compensation Committee of the Issuer’s Board of Directors. Mr. Gadal was appointed to the Audit Committee and the Compensation Committee of the Issuer’s Board of Directors.

Except as set forth above, the Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but have no present intention of doing so.

Item 5.

Interest in Securities of the Issuer

(a)	See Item 11 and Item 13 of each cover page (1)
(b)	See Items 7 through 10 of each cover page (1)
(c)	During the past sixty days, the Reporting Persons effected the following transactions in the Common Stock, all of which were effected in the open market:

Date	Shares	Purchase Price Per Share
09/01/2010	20,026,313	$0.75

(d)	NA
(e)	NA

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Page 8 of 10

Item 7.

Material to Be Filed as Exhibits

99.1	Joint Filing Agreement dated September 2, 2010 by and among ERBA Diagnostics Mannheim GmbH, Transasia Bio-medicals Ltd., Erba Lachema s.r.o, Suresh H. Vazirani and Kishore Dudani

99.2	Power of Attorney for ERBA Diagnostics Mannheim GmbH

99.3	Power of Attorney for Transasia Bio-medicals Ltd.

99.4	Power of Attorney for Erba Lachema s.r.o

99.5	Power of Attorney for Suresh H. Vazirani

99.6	Power of Attorney for Kishore Dudani

Page 8 of 10

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.

	ERBA DIAGNOSTICS MANNHEIM GMBH

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Suresh H. Vazirani,
		Chief Executive Officer
		Date: September 2, 2010

	TRANSASIA BIO-MEDICALS LTD.

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Suresh H. Vazirani,
		Chairman and Managing Director
		Date: September 2, 2010

	ERBA LACHEMA S.R.O

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Suresh H. Vazirani,
		Chief Executive Officer
		Date: September 2, 2010

	SURESH H. VAZIRANI

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Suresh H. Vazirani
		Date: September 2, 2010

	KISHORE DUDANI

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Kishore Dudani
		Date: September 2, 2010

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 the 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.

Page 10 of 10

EX-99.1 2 ex991090210.htm JOINT FILING AGREEMENT ex991090210.htm

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value, $0.01 per share, of IVAX Diagnostics, Inc. and further agree that this Joint Filing Agreement be included as an exhibit to such statement.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of September 2, 2010.

	ERBA DIAGNOSTICS MANNHEIM GMBH

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Suresh H. Vazirani,
		Chief Executive Officer
		Date: September 2, 2010

	TRANSASIA BIO-MEDICALS LTD.

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Suresh H. Vazirani,
		Chairman and Managing Director
		Date: September 2, 2010

	ERBA LACHEMA S.R.O

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Suresh H. Vazirani,
		Chief Executive Officer
		Date: September 2, 2010

	SURESH H. VAZIRANI

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Suresh H. Vazirani
		Date: September 2, 2010

	KISHORE DUDANI

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Kishore Dudani
		Date: September 2, 2010

EX-99.2 3 ex992090210.htm POA FOR ERBA DIAGNOSTICS MANNHEIM GMBH ex992090210.htm

Exhibit 99.2

POWER OF ATTORNEY

Know by all these presents, that the undersigned, Suresh H. Vazirani, as an authorized representative of ERBA Diagnostics Mannheim GmbH (the “Company”), hereby makes, constitutes and appoints each of F. Mark Reuter and Bryan A. Jacobs the attorneys-in-fact (the “Attorneys-In-Fact”) of the Company, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on the behalf of the Company:

(a) For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Schedules 13D, Schedules 13G, Schedules 13E-3, Schedules 14D-1, and a ny amendments or exhibits thereto, with respect to the securities of IVAX Diagnostics, Inc. (the “Issuer”);

(b) To execute for and on behalf of the undersigned, Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act and do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 and 5 and timely file such form with the Commission and any stock exchange or similar authority; and

(c) To make, execute, acknowledge, and deliver such other documents, letters, and other writings, including communications to the Commission, and in general to do all things and to take all actions, which the Attorneys-In-Fact in his or her sole discretion may consider necessary or proper in connection with or to carry out the objective of complying with the Securities Act and the Exchange Act, as fully as could the undersigned if personally present and acting. The Attorneys-In-Fact are hereby empowered to determine in his/her sole discretion the time or times when, purpose for and manner in which any power therein conferred upon him or her shall be exercised, and the conditions, provisions, or other contents or any report, instrument or other document which may be executed by him or her pursuant hereto.

The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.

The Attorneys-In-Fact shall have full power to make and substitute any other Attorneys-In-Fact in his or her place and stead. The term “Attorneys-In-Fact” shall include the respective substitutes of any Attorneys-In-Fact.

The undersigned acknowledges that the foregoing Attorneys-In-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with the Securities Act or the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make filings with the Securities and Exchange Commission with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-In-Fact.

[Remainder of this page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of August, 2010.

	ERBA DIAGNOSTICS MANNHEIM GMBH

	By:	/s/ Suresh H. Vazirani
		Signature
		Suresh H. Vazirani, Chief Executive Officer
		Name and Title

EX-99.3 4 ex993090210.htm POA FOR TRANSASIA BIO-MEDICALS LTD. ex993090210.htm

Exhibit 99.3

POWER OF ATTORNEY

Know by all these presents, that the undersigned, Suresh H. Vazirani, as an authorized representative of Transasia Bio-medicals Ltd. (the “Company”), hereby makes, constitutes and appoints each of F. Mark Reuter and Bryan A. Jacobs the attorneys-in-fact (the “Attorneys-In-Fact”) of the Company, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on the behalf of the Company:

(a) For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Sche dules 13D, Schedules 13G, Schedules 13E-3, Schedules 14D-1, and any amendments or exhibits thereto, with respect to the securities of IVAX Diagnostics, Inc. (the “Issuer”);

The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.

[Remainder of this page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of August, 2010.

	TRANSASIA BIO-MEDICALS LTD.

	By:	/s/ Suresh H. Vazirani
		Signature
		Suresh H. Vazirani, Chairman and Managing Director
		Name and Title

EX-99.4 5 ex994090210.htm POA FOR ERBA LACHEMA S.R.O. ex994090210.htm

Exhibit 99.4

POWER OF ATTORNEY

Know by all these presents, that the undersigned, Suresh H. Vazirani, as an authorized representative of ERBA Diagnostics Mannheim GmbH, the corporate parent of Erba Lachema s.r.o. (the “Company”), hereby makes, constitutes and appoints each of F. Mark Reuter and Bryan A. Jacobs the attorneys-in-fact (the “Attorneys-In-Fact”) of the Company, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on the behalf of the Company:

The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.

[Remainder of this page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of August, 2010.

	ERBA LACHEMA S.R.O.

	By:	/s/ Suresh H. Vazirani
		Signature
		Suresh H. Vazirani, CEO of Parent
		Name and Title

EX-99.5 6 ex995090210.htm POA FOR SURESH H. VAZIRANI ex995090210.htm

Exhibit 99.5

POWER OF ATTORNEY

Know by all these presents, that the undersigned, Suresh H. Vazirani, hereby makes, constitutes and appoints each of F. Mark Reuter and Bryan A. Jacobs the attorneys-in-fact (the “Attorneys-In-Fact”) of the undersigned, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on the behalf of the undersigned:

(a) For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Sche dules 13D, Schedules 13G, Schedules 13E-3, Schedules 14D-1, and any amendments or exhibits thereto, with respect to the securities of IVAX Diagnostics, Inc. (the “Issuer”);

The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.

[Remainder of this page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of August, 2010.



	By:	/s/ Suresh H. Vazirani
		Signature
		Suresh H. Vazirani
		Name

EX-99.6 7 ex996090210.htm POA FOR KISHORE DUDANI ex996090210.htm

Exhibit 99.6

POWER OF ATTORNEY

Know by all these presents, that the undersigned, Kishore Dudani, hereby makes, constitutes and appoints each of F. Mark Reuter and Bryan A. Jacobs the attorneys-in-fact (the “Attorneys-In-Fact”) of the undersigned, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on the behalf of the undersigned:

(a) For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Sche dules 13D, Schedules 13G, Schedules 13E-3, Schedules 14D-1, and any amendments or exhibits thereto, with respect to the securities of IVAX Diagnostics, Inc. (the “Issuer”);

The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.

[Remainder of this page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of August, 2010.



	By:	/s/ Kishore Dudani
		Signature
		Kishore Dudani
		Name