0001181431-12-056173.txt : 20121101 0001181431-12-056173.hdr.sgml : 20121101 20121101202219 ACCESSION NUMBER: 0001181431-12-056173 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121031 FILED AS OF DATE: 20121101 DATE AS OF CHANGE: 20121101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADAMS THOMAS PHD CENTRAL INDEX KEY: 0001234366 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11181 FILM NUMBER: 121174877 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 4 1 rrd359004.xml FORM 4 X0306 4 2012-10-31 1 0000319240 IRIS INTERNATIONAL INC IRIS 0001234366 ADAMS THOMAS PHD C/O IRIS INTERNATIONAL, INC. 9158 ETON AVENUE CHATSWORTH CA 91311 0 1 0 0 CTO & Corporate V.P. Common Stock 2012-10-31 4 U 0 231665 19.50 D 0 I By Adams Family Trust UAD 11/18/1991 Common Stock 2012-10-31 4 U 0 7090 19.50 D 0 D Common Stock 2012-10-31 4 M 0 15555 17.82 A 15555 I By Adams Family Trust UAD 11/18/1991 Common Stock 2012-10-31 4 M 0 29167 11.65 A 44722 I By Adams Family Trust UAD 11/18/1991 Common Stock 2012-10-31 4 M 0 17453 9.99 A 62175 I By Adams Family Trust UAD 11/18/1991 Common Stock 2012-10-31 4 M 0 19848 11.97 A 82023 I By Adams Family Trust UAD 11/18/1991 Common Stock 2012-10-31 4 F 0 58257 19.50 D 23766 I By Adams Family Trust UAD 11/18/1991 Common Stock 2012-10-31 4 S 0 23766 19.50 D 0 I By Adams Family Trust UAD 11/18/1991 Stock Option (Right to Buy) 17.82 2012-10-31 4 M 0 15555 0 D 2005-06-10 2015-06-10 Common Stock 15555 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 17453 0 D 2016-02-20 Common Stock 17453 2494 D Stock Option (Right to Buy) 11.97 2012-10-31 4 M 0 19848 0 D 2017-02-23 Common Stock 19848 11910 D Stock Option (Right to Buy) 9.99 2012-10-31 4 D 0 2494 9.51 D 2016-02-20 Common Stock 2494 0 D Stock Option (Right to Buy) 11.97 2012-10-31 4 D 0 11910 7.53 D 2017-02-23 Common Stock 11910 0 D Performance Restricted Stock Units 2012-10-31 4 A 0 12800 0 A Common Stock 12800 12800 D Performance Restricted Stock Units 2012-10-31 4 D 0 12800 19.50 D Common Stock 12800 0 D Restricted Stock Units 2012-10-31 4 D 0 1755 19.50 D Common Stock 1755 0 D Restricted Stock Units 2012-10-31 4 D 0 12800 19.50 D Common Stock 12800 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% vested / will vest 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% vested / will vest in 12 equal quarterly installments with the first such installment vesting on June 30, 2011. 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