-----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, Aqt99G+K7gzDP+sv4GnYqjywo7tFQMVVhPiJJiB9epGaDgc7vwj2vNn4finBgRFS 22m8kOG1auQstKExBLC+3A== 0000912057-97-000152.txt : 19970106 0000912057-97-000152.hdr.sgml : 19970106 ACCESSION NUMBER: 0000912057-97-000152 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970103 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL REMOTE IMAGING SYSTEMS INC /DE/ 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-32886 FILM NUMBER: 97500881 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYSMEX CORP OF AMERICA CENTRAL INDEX KEY: 0000905381 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: GILMER RD STREET 2: 6699 RFD CITY: LONG GROVE STATE: IL ZIP: 60047-9596 BUSINESS PHONE: 8477263500 MAIL ADDRESS: STREET 1: 6699 RFD STREET 2: GILMER RD CITY: LONG GROVE STATE: IL ZIP: 60047-9596 FORMER COMPANY: FORMER CONFORMED NAME: TOA MEDICAL ELECTRONICS USA INC DATE OF NAME CHANGE: 19930519 SC 13D 1 SCH 13D: 1-6. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* - -------------------------------------------------------------------------------- INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. ------------------------------------------ (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 460259104 --------- (CUSIP Number) FRED H. DEINDORFER ------------------ 9162 ETON AVENUE ---------------- CHATSWORTH, CA 91311 -------------------- (818) 709-1244 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 26, 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). 1 CUSIP Number 460259104 --------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above persons Sysmex Corporation of America (formerly known as TOA Medical Electronics (U.S.A.), Inc. and as Sysmex Corporation), I.R.S. I.D. No. 95-3432251 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ----------------------------- (b) ----------------------------- 3) SEC Use Only ----------------------------------------------------------------- 4) Source of Funds (See Instructions) 00 ------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) NOT APPLICABLE ------------------------------ 6) Citizenship or Place of Organization CALIFORNIA ---------------------------- 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 0 --------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) --------------------------------------------------------------------------- --------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 0% ----------------------------------------------------------------- 14) Type of Reporting Person (see Instructions) CO -------------------------------- 2 Item 1. SECURITY AND ISSUER. This Amendment No. 1 amends the Schedule 13D relating to shares of Common Stock (the "Stock") of International Remote Imaging Systems, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 9162 Eton Avenue, Chatsworth, California 91311. Item 2. IDENTITY AND BACKGROUND. No change except TOA Medical Electronics (U.S.A.), Inc. is now known as Sysmex Corporation of America ("Sysmex") with its principal executive office and mailing address at Gilmer Road 6699 RFD, Long Grove, IL 60047-9596. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. 331,851 shares of Stock of the Issuer was transferred from Sysmex to its parent, TOA Medical Electronics Co., Ltd., a corporation organized under the laws of Japan ("TOA") on December 26, 1996 for a cash aggregate consideration of One Million Four Hundred Fourteen Thousand Three Hundred and Fifteen Dollars ($1,414,315.00). The source of such funds was TOA's working capital. As a result of the transfer Sysmex no longer beneficially owns any shares of the Stock of the Issuer. Item 4. PURPOSE OF TRANSACTION. Not Applicable. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of shares of the Stock of the Issuer beneficially owned by Sysmex is 0 representing 0% of the Stock of the Issuer. (b) Sysmex no longer holds any voting or disposition power in any of the Stock of the Issuer. (c) Transactions by Sysmex in the Stock during the past sixty days: None (d) Sysmex no longer has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Stock. (e) Date Sysmex ceased to be beneficial owner of more than five percent of the Stock outstanding: December 26, 1996. 3 Item 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. 331,851 shares of Stock of the Issuer was transferred from Sysmex to TOA pursuant to a Stock Purchase Agreement dated as of December 26, 1996 between TOA and Sysmex, a copy of which is attached hereto as EXHIBIT 2. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Stock Purchase Agreement dated as of December 26, 1996 between TOA and Sysmex. 4 SIGNATURE 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. Date: January 3, 1997 /s/ Eiichi Heki Eiichi Heki Chairman, Sysmex Corporation of America. 5 EXHIBIT INDEX Sequentially Numbered Page 1. Stock Purchase Agreement dated as of December 26, 1996 between TOA and ------------- Sysmex. 6 EX-1 2 EXH. 1 (STOCK PURCHASE AGREEMENT): 1-5 EXHIBIT 1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "AGREEMENT") is dated as of December 26, 1996 by and between TOA Medical Electronics Co., Ltd., a Japanese corporation (the "BUYER"), and Sysmex Corporation of America, a California corporation (the "SELLER"), with reference to the following facts: R E C I T A L S A. Seller is the beneficial owner of 331,851 shares of capital stock of International Remote Imaging Systems, Inc., a Delaware corporation (the "STOCK"). B. Buyer wishes to acquire the Stock from Seller, and Seller wish to sell the Stock to Buyer, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements hereinafter set forth, the parties agree as follows: ARTICLE I: PURCHASE AND SALE OF THE STOCK. 1.1 PURCHASE PRICE. On the Closing Date (as defined in Section 1.2 below), Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the Stock for an aggregate purchase price of One Million Four Hundred Fourteen Thousand Three Hundred Fifteen Dollars ($1,414,315) (the "PURCHASE PRICE"), based upon the average price per share of the Stock in November 1996, which was $4.2619. 1.2 CLOSING. The closing of the purchase and sale of the Stock (the "CLOSING") shall take place at the offices of Seller, on December 26, 1996 at 6:00 p.m., Central time, or at such other place or at such other date and time as Seller and Buyer may mutually agree (the "CLOSING DATE"). 1.3 DELIVERY; PAYMENT. At the Closing: (a) Buyer shall deliver to Seller the Purchase Price in immediately available funds by wire transfer to an account designated by Seller. Such funds shall represent the entire payment due from Buyer to Seller in consideration of the Stock, and transfer of such amount shall discharge Buyer's obligation with respect to payments due at the Closing. Buyer and Seller shall also deliver to each other such other documents required to be delivered by such parties hereunder. (b) Seller shall deliver to Buyer immediately after the confirmation of the payment in subsection (a) above the certificates representing the Stock, duly endorsed in blank or accompanied by a stock power duly executed in blank. 1 ARTICLE II: COVENANT, REPRESENTATION AND WARRANTY OF SELLER. All shares of Stock are, and shall be transferred by Seller to Buyer hereunder, free and clear of all pledges, liens, security interests, charges, encumbrances or other adverse claims. ARTICLE III: MUTUAL COVENANTS OF BUYER AND SELLER. As promptly as practicable after the date of this Agreement, the Seller shall effect all filings, registrations and requests for consent with, and use best efforts to obtain all consents, authorizations, approvals and declarations from, all third parties and government agencies required under laws applicable to the Seller or contracts to which the Seller is a party for the Seller to consummate the transactions contemplated hereby. Buyer shall use reasonable efforts to assist the Seller as reasonably requested with all matters described above in this Section. In addition, as promptly as practicable after the date hereof, Buyer will make all filings with governmental bodies and other regulatory authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, necessary under laws applicable to Buyer or contracts to which Buyer is party for Buyer to consummate the transactions contemplated by this Agreement. ARTICLE IV: CONDITIONS PRECEDENT. 4.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction or waiver (in writing) of each of the following conditions at or prior to the Closing Date: 4.1.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. Those representations and warranties of the Seller contained in this Agreement or in any certificate or document delivered to Buyer pursuant hereto shall be true and correct on and as of the Closing Date as though made at and as of that date. 4.1.2 COMPLIANCE WITH COVENANTS. Seller shall have performed and complied with all terms, agreements, covenants and conditions of this Agreement to be performed or complied with by it on or before the Closing Date. 4.1.3 CONSENTS OBTAINED; FILINGS. Each party shall have obtained all consents and approvals from and shall have completed all declarations, filings and registrations with, government agencies and private third parties that are required for the execution, delivery and performance of this Agreement by such party, except where the failure to obtain such consents or approvals is a result of a breach by Buyer. 2 4.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS. The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction or waiver (in writing) of each of the following conditions at or prior to the Closing Date: 4.2.1 COMPLIANCE WITH COVENANTS. Buyer shall have performed and complied with all terms, agreements, covenants and conditions of this Agreement to be performed or complied with by it on or before the Closing Date. 4.2.2 CONSENTS OBTAINED. Each party shall have obtained all material consents and approvals required for the execution, delivery and performance of this Agreement by such party, except where the failure to obtain such consents or approvals is a result of a breach by Seller. 4.2.3 PAYMENT. Buyer shall have transferred to Sellers the amounts required to be transferred under SECTION 1.1. ARTICLE V: INDEMNIFICATION. Each of Buyer and Seller (the "indemnifying party") agrees to indemnify, defend and hold harmless the other party (including the other party's officers, directors, employees and agents) from and against the full amount of any and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses and court costs incident to any suit, action, investigation or other proceedings), damages and losses arising in connection with any breach by the indemnifying party of any covenant, representation or warranty hereunder. ARTICLE VI: TERMINATION. 6.1 TERMINATION. This Agreement may be terminated at any time on or prior to the Closing Date: 6.1.1 By mutual agreement of Seller and Buyer. 6.1.2 By Seller if any of the conditions set forth in SECTION 4.2 hereof shall not have been fulfilled on or prior to the Closing Date. 6.1.3 By Buyer if any of the conditions set forth in SECTION 4.1 hereof shall not have been fulfilled on or prior to the Closing Date. 6.2 EFFECTS OF TERMINATION. If this Agreement is terminated pursuant to this Article, all obligations of the parties hereunder shall terminate without liability of any party to any other party. Nothing contained in this SECTION 6.2 shall relieve any party of liability for any breach of this Agreement which occurred prior to termination of this Agreement. 3 ARTICLE VII: MISCELLANEOUS. 7.1 COOPERATION. Each party hereto agrees, both before and after the Closing, to execute any and all further documents and writings and perform such other reasonable actions which may be or become necessary or expedient to effectuate and carry out the Transactions (which shall not include any obligation to make payments). 7.2 EXPENSES. Each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby. 7.3 ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and undertakings of the parties in connection therewith. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and assigns. 7.4 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois. 7.5 ADJUSTMENT FOR STOCK SPLITS, ETC. Notwithstanding any other provision of this Agreement to the contrary, in the event of any stock split, reclassification, recapitalization or other extraordinary transaction with respect to the Stock prior to the Closing Date, the Stock to be sold and the consideration to be paid in respect thereof shall be appropriately adjusted to reflect such transaction. 7.6 COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written. "BUYER" TOA MEDICAL ELECTRONICS CO., LTD., a Japanese corporation By: /s/ Hisashi Ietsugu Name: Hisashi Ietsugu Title: President "SELLER" SYSMEX CORPORATION OF AMERICA, a California corporation By: /s/ Eiichi Heki Name: Eiichi Heki Title: President 5 -----END PRIVACY-ENHANCED MESSAGE-----