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