Attached files
file | filename |
---|---|
EX-10.1 - EXHIBIT 10.1 - IRIS INTERNATIONAL INC | c12608exv10w1.htm |
EX-99.1 - EXHIBIT 99.1 - IRIS INTERNATIONAL INC | c12608exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2011
IRIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-11181 | 94-2579751 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
9158 Eton Avenue Chatsworth, CA |
91311 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (818) 709-1244
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2011, IRIS International, Inc. (IRIS or the Company) entered into an
employment agreement with Richard A. OLeary, Ed.D., age 57, pursuant to which Dr. OLeary will
serve as our Corporate Vice President, Human Resources and Administration.
Our employment agreement with Dr. OLeary provides that he will receive an annual base salary
of $235,000, subject to upward adjustment. On February 14, 2011, Dr. OLeary received a 7 year
stock option to purchase 22,500 shares of our common stock with an exercise price of $10.32 per
share, which option will vest over a four year period, 25% on the first anniversary of his start
date and the remainder ratably on a quarterly basis thereafter. Additionally, Dr. OLeary received
a restricted stock unit to purchase 9,000 shares of our common stock, which will vest over a four
year period, 25% on a date which is 13 months following his start date, and the remainder on a
quarterly basis thereafter. Dr. OLeary will be eligible to earn a cash bonus and will be eligible
to receive stock-based compensation. Such awards will be contingent upon the Company achieving
certain financial goals and Dr. OLeary satisfying certain individual objectives to be established
by the Chief Executive Officer and/or Compensation Committee of the Board of Directors, in a manner
commensurate with other senior executive officers. Dr. OLeary will be entitled to receive all
benefits generally available to our senior executives. In addition, the Company will pay or
reimburse Dr. OLeary for certain relocation expenses.
If Dr. OLearys employment is terminated by the Company without cause or by him for good
reason, he is entitled to receive a severance payment equal to 12 months of his base salary at the
termination date. If his employment is terminated by the Company without cause or by the executive
for good reason at any time within 3 months prior to and 18 months following a change of control,
the severance benefits will instead consist of (i) an amount equal to 1.5 times the sum of his then
current annual base salary and his average bonus over the prior two fiscal year period, (ii)
continuation of health and welfare benefits for a period of 18 months following termination of
employment, and (iii) acceleration of 100% of all unvested stock options, restricted stock,
restricted stock units and all other equity compensation awards.
For purposes of determining if and when severance payments are payable, the employment
agreement provides that a change in control will mean (i) the dissolution or liquidation of the
Company, (ii) approval by the stockholders of the Company of any sale, lease, exchange or other
transfer (in one or a series of transactions) of all or substantially all of the assets of the
Company, (iii) approval by the stockholders of the Company of any merger or consolidation of the
Company in which the holders of voting stock of the Company immediately before the merger or
consolidation will not own thirty five percent (35%) or more of the voting stock of the continuing
or surviving corporation immediately after such merger or consolidation; or (iv) a change of fifty
percent (50%) (rounded to the next whole person) in the membership of the Companys Board of
Directors within a twelve (12)-month period, unless the election or nomination for election by
stockholders of each new director within such period was approved by the vote of a majority of the
directors then still in office who were in office at the beginning of the twelve (12)-month period.
Prior to joining IRIS, Dr. OLeary was employed as the Global Director, Human Resources,
International Regions and prior to that as the Director of Human Resources for Strategic Growth,
Research, Development and Engineering, positions he held for Corning Incorporated form April 2,
2001 to December 31, 2010. Prior to that, Dr. OLeary was the Vice President of Human Resources for
Cytometrics, a diagnostics technology firm in Philadelphia. He has also held director-level roles
with Public Service Electric and Gas, Owens Corning and Blue Cross of Michigan. Dr. OLeary is
nationally recognized for his expertise in organizational development, innovation and Human
Resource Practices.
Dr. OLeary is a Lieutenant Colonel in the Air National Guard with 24 years of experience, and
served on the boards of the Best Practice Institute and The Conference Boards Executive Council
for Talent and Organizational Development. Dr. OLeary holds a Bachelors Degree in Sociology and
a Masters Degree in Counseling from the University of Delaware and a Doctorate in Counseling
Psychology from Western Michigan University. Dr. OLeary is an accomplished speaker having
presented at numerous conferences worldwide on business transformation, innovation, inclusion and
best practices in human resources.
2
There are no understandings or arrangements between Dr. OLeary and any other person pursuant
to which Dr. OLeary was selected as an executive officer of IRIS. Dr. OLeary does not have any
family relationship with any director, executive officer or person nominated or chosen by our Board
of Directors to become an executive officer.
A copy of the Dr. OLearys employment agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K, and is incorporated herein by this reference. A press release announcing Dr.
OLearys appointment was issued by us on February 15, 2011, a copy of which is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit | ||||
Number | Description | |||
10.1 | | Key Employee Agreement for Richard A. OLeary dated February 14,
2011 between IRIS International, Inc. and Richard A. OLeary. |
||
99.1 | Press Release dated February 15, 2011, published by IRIS
International, Inc. announcing the appointment of Richard A.
OLeary. |
| A management contract or compensatory plan or arrangement. |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IRIS INTERNATIONAL, INC. |
||||
Date: February 15, 2011 | By: | /s/ César M. García | ||
César M. García | ||||
Chief Executive Officer |
4
EXHIBIT INDEX
Exhibit | ||||
Number | Description | |||
10.1 | | Key Employee Agreement for Richard A. OLeary dated February 14,
2011 between IRIS International, Inc. and Richard A. OLeary. |
||
99.1 | Press Release dated February 15, 2011, published by IRIS
International, Inc. announcing the appointment of Richard A.
OLeary. |
| A management contract or compensatory plan or arrangement. |
5