This excerpt taken from the IRIS 10-K filed Mar 23, 2007.
This excerpt taken from the IRIS 10-K filed May 1, 2006.
Item 13. Certain Relationships and Related Transactions
Except as disclosed elsewhere in this Report, no director, officer, or stockholder owning more than five percent of the issued shares of the Company, nor any of their respective associates or affiliates, had any material interest, direct or indirect, in any material transaction to which we were a party since the beginning of our last fiscal year, or which is presently proposed, except as follows.
On April 3, 2006, we acquired Leucadia Technologies, Inc. (Leucadia), a molecular diagnostics company, as a result of the merger of Leucadia with and into our wholly-owned subsidiary, IRIS Molecular Diagnostics, Inc. pursuant to the terms of a simultaneously executed Merger Agreement between us, Leucadia, IRIS Molecular Diagnostics, Inc., and Thomas H. Adams, Ph.D., the sole shareholder of Leucadia and a member of our Board of Directors (the Merger Agreement). In connection with the Merger, Dr. Adams received an aggregate of $3.1 million in cash and 272,375 shares of our common stock having a value of approximately $4.2 million, based on an assigned value of $15.42 per share. In addition, Dr. Adams may receive an aggregate earn-out payment of up to 108,950 shares of our common stock, having a value of approximately $1.68 million based on an assigned value of $15.42 per share in the event the acquired business reaches certain milestones set forth in the Merger Agreement. Twenty thousand shares of our common stock otherwise issuable to Dr. Adams in the merger will be held in escrow for one year for the purpose of reimbursing and compensating us for certain Leucadia balance sheet liabilities and any indemnification claims made pursuant to the Merger Agreement. We have also provided Dr. Adams with mandatory and piggyback registration rights with respect to his share consideration, including his pro rata portion of the earn-out shares, pursuant to a Registration Rights Agreement dated April 3, 2006. Such agreement requires us to file a registration statement on Form S-3 with respect to Dr. Adamss share compensation received in the merger within 90 days of April 3, 2006. Dr. Adams has agreed to enter into a standstill agreement which will prohibit him from selling his shares for a period of six months from the closing date of the merger.
This excerpt taken from the IRIS 10-K filed Mar 16, 2006.
This excerpt taken from the IRIS 10-K filed Mar 16, 2005.