-----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, PADHp6+Pv9b1rzJdPCqApzXM1v78iykBTiV2a5758WzVsSuWRyrik9iz/++9l/kz jPOCV+/EdvqScXcQLFgJ3A== 0000912057-97-000153.txt : 19970106 0000912057-97-000153.hdr.sgml : 19970106 ACCESSION NUMBER: 0000912057-97-000153 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 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: 97500884 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: TOA MEDICAL ELECTRONICS CO LTD CENTRAL INDEX KEY: 0000905216 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7-2-1 MINATOJIMA NAKAMACHI STREET 2: CHUO KU CITY: KOBE 650 JAPAN BUSINESS PHONE: 01181783035666 MAIL ADDRESS: STREET 1: 7-2-1 MINATOJIMA NAKAMACHI STREET 2: CHUO KU CITY: KOBE 650 JAPAN SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* - -------------------------------------------------------------------------------- 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 re-port 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 TOA Medical Electronics Co., Ltd., None 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) WC ---------------------------------------- 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 Japan -------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With 7) Sole Voting Power 331,851 --------------------------------------------------------- 8) Shared Voting Power 0 ------------------------------------------------------- 9) Sole Dispositive Power 331,851 ---------------------------------------------------- 10) Shared Dispositive Power 0 -------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 331,851 -------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) -------------------------------------------------------------------------- -------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 5.3% as of April 29, 1996 -------------------------------------------------------------------------- 14) Type of Reporting Person (see Instructions) CO -------------------------------------------- 2 Item 1 SECURITY AND ISSUER. This Schedule 13D relates 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, 91311. Item 2. IDENTITY AND BACKGROUND. This Schedule 13D is being filed by TOA Medical Electronics Co., Ltd., a corporation organized under the laws of Japan ("TOA"). TOA's principal business is manufacturing medical diagnostic equipment. The address of TOA's principal office is at 7-2-1 Minatojima-nakamachi, Chuo-ku, Kobe, 650 Japan. The name, business or residence address and present occupation or employment of each of the executive officers and directors of TOA are set forth in EXHIBIT 1 hereto and are incorporated herein by reference. All directors of TOA hold Japanese citizenship. During the last five years, none of TOA or its executive officers or directors has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it would be 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. 331,851 shares of Stock of the Issuer was transferred from TOA's subsidiary, Sysmex Corporation of America (formerly known as TOA Medical Electronics (U.S.A.), Inc. and as Sysmex Corporation) ("Sysmex") 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. Item 4. PURPOSE OF TRANSACTION. The purpose of the transaction was to transfer to TOA the holding of Stock of the Issuer which had been owned by Sysmex. TOA has no present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the 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; 3 (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 dividends policy of the Issuer; (f) Any other materials change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (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) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of shares of Stock of the Issuer beneficially owned by TOA is 331,851, representing 5.3% of the Stock of the Issuer as of April 29, 1996. (b) TOA has sole power to vote and to dispose of all of the 331,851 shares of the Stock of the Issuer. (c)-(e) Not applicable. 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, 4 1996 between TOA and Sysmex, a copy of which is attached hereto as EXHIBIT 2. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Persons referenced in Item 2. 2. Stock Purchase Agreement dated as of December 26, 1996 between TOA and Sysmex. 5 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/ Hisashi Ietsugu Hisashi Ietsugu President, TOA Medical Electronics Co., Ltd. 6 EXHIBIT INDEX Sequentially Numbered Page ------------ - - 1. Persons referenced In Item 2. ______ 2. Stock Purchase Agreement dated as of December 26, 1996 between TOA and Sysmex. ______ 7 EX-1 2 DIRECTORS AND EXECUTIVE OFFICERS EXHIBIT 1 Directors and Executive Officers of TOA Medical Electronics Co., Ltd. The name and principal occupation of each director and executive officer of TOA Medical Electronics Co., Ltd. ("TOA") is listed below. The business address of each is TOA Medical Electronics Co., Ltd., 7-2-1 Minatojima-nakamachi, Chuo-ku, Kobe, 650 Japan NAME POSITION WITH TOA PRINCIPAL OCCUPATION ---- ----------------- IF OTHER THAN WITH TOA ---------------------- Reizo Hashimoto Chairman Hisashi Ietsugu President (and Chief Executive) Yugo Ohta Senior Managing Director Tokuhiro Okada Managing Director Kenichi Yukimoto Managing Director Toshio Miyoshi Director (Executive Vice President) Mitsuo Waka Director (Executive Vice President) Kunio Nakajima Director (Executive Vice President) Eiichi Heki Director (Executive Vice Chairman of Sysmex President) Corporation of America, (subsidiary and U.S. distributor of TOA), Gilmer Rd. 6699 RFD, Long Grove, IL 60047-9596 Tadashi Nakatani Director (Executive Vice President) 8 EX-2 3 STOCK PURCHASE AGREEMENT EXHIBIT 2 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 practicableafter 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-----