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