UNITED STATES

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

Date of Report (Date of Earliest Event Reported): October 31, 2012

(Date of Earliest Event Reported): September 17, 2012

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)

(I.R.S. Employer

Identification No.)

9158 Eton Avenue

Chatsworth, CA 91311

(Address of Principal Executive Offices/Zip Code)

(818) 709-1244

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0102. ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

On October 31, 2012 and in connection with the Agreement and Plan of Merger, dated as of September 17, 2012, by and among IRIS International, Inc. (the “Company”), Danaher Corporation, a Delaware corporation (“Danaher”), and Daphne Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Danaher (“Purchaser”) (the “Merger Agreement”), the Company terminated that certain Credit Agreement, dated as of July 27, 2011, by and among the Company and JPMorgan Chase Bank, N.A. (the “Credit Agreement”). The credit facility was scheduled to expire on July 31, 2013, provided for borrowings of up to $15 million and was secured by a lien on substantially all the assets of the Company and its domestic subsidiaries. At the time of its termination, no amounts were outstanding under the credit facility. In connection with the termination of the Credit Agreement, the Company also terminated all related security documents.

OnItem ~~September 17, 2012, IRIS International, Inc~~2.01. ~~(the~~Completion ~~“Company”),~~of ~~a Delaware corporation, Danaher Corporation, a Delaware corporation (“Danaher”), and Daphne~~ Acquisition ~~Corporation,~~or aDisposition ~~Delaware corporation and an indirect wholly-owned subsidiary~~ of Danaher (“Purchaser”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Danaher, through the Purchaser, will commence an offer (the “Offer”) to acquire all of the outstanding shares of the Company’s common stock, par value $0Assets.~~01 per share (the “Shares”), for $19.50 per share in cash, without interest (the “Offer Price”).~~

~~Completion~~The ofinformation ~~the~~set ~~Offer~~forth isin ~~subject to several conditions, including (i)~~Item ~~that~~5.01 ~~a majority~~ of ~~the~~this ~~Shares~~Current ~~outstanding~~Report ~~(determined~~ on ~~a fully~~Form ~~diluted basis) be validly tendered and not validly withdrawn prior to the expiration of the Offer; (ii) the expiration or termination of the applicable waiting period under the Hart~~8-~~Scott-Rodino~~K ~~Antitrust~~is ~~Improvements~~incorporated ~~Act~~herein ofby ~~1976, as amended (the “HSR Act”); and (iii) certain other customary conditions~~reference.

~~The~~Item Merger Agreement also provides that following consummation of the Offer and satisfaction of certain customary conditions, Purchaser will be merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned indirect subsidiary of Danaher3.01. ~~Upon~~Notice ~~completion~~ of ~~the~~Delisting ~~Merger,~~or ~~each~~Failure ~~Share outstanding immediately prior~~ to ~~the~~Satisfy ~~effective~~a ~~time~~Continued ofListing ~~the~~Rule ~~Merger (excluding those Shares that are held by (i) Danaher, Purchaser, the Company~~ or ~~their~~Standard; ~~respective~~Transfer ~~subsidiaries and (ii) stockholders~~ of ~~the Company who properly exercised their appraisal rights under the Delaware General Corporation Law) will be converted into the right to receive the Offer Price~~Listing. ~~Consummation of the Offer and the Merger is not conditional on Danaher’s receipt of financing.~~

InOn ~~the~~October 31, ~~event Purchaser acquires at least 90% of the outstanding Shares~~2012, ~~including through~~in ~~exercise~~connection ofwith the ~~Top-Up~~Merger ~~Option~~ (as defined below), the ~~Merger~~Company ~~may~~notified bethe ~~effected~~NASDAQ asStock a Market (“~~short-form~~NASDAQ”) ~~merger without a meeting~~ of ~~the~~its ~~Company’s~~intent ~~stockholders~~ to ~~approve~~remove ~~the~~each ~~adoption~~share of the ~~Merger Agreement. Otherwise, the~~ Company ~~will hold a special stockholders~~’s ~~meeting~~common tostock, ~~obtain~~par ~~stockholder~~value ~~approval of the Merger~~$0.01 ~~Subject~~per toshare ~~the terms of the Merger Agreement and applicable law, the Company has granted Purchaser an irrevocable option~~ (the “~~Top-Up Option~~Shares”), ~~exercisable~~ ~~after completion of the Offer, to purchase~~ from ~~the~~listing ~~Company~~on aNASDAQ ~~number~~and ofrequested ~~newly-issued Shares equal to up to the lesser of (i) the number of Shares~~ that, ~~when~~NASDAQ ~~added~~file toa ~~the~~delisting ~~number~~application ofwith ~~Shares owned by Danaher and Purchaser at~~ the ~~time of~~ ~~exercise~~Securities ofand ~~the~~Exchange ~~Top-Up~~Commission ~~Option, constitutes one share more than~~ (the ~~number of Shares necessary for Purchaser to effect a~~ “~~short form~~SEC”) ~~merger (after giving effect~~ to ~~the~~delist ~~issuance~~and ofderegister ~~shares pursuant to~~ the ~~exercise~~Shares. ofNASDAQ ~~the~~filed ~~Top-Up~~with ~~Option), and (ii)~~ the ~~aggregate~~SEC ~~number~~a ofNotification ~~Shares that the Company is authorized to issue under its certificate~~ of ~~incorporation~~Removal ~~but~~from ~~that~~Listing ~~are not issued~~ and ~~outstanding~~ /or ~~reserved~~Registration ~~for~~under ~~issuance~~Section 12(b) ~~at the time~~ of ~~exercise of~~ the ~~Top-Up~~Securities ~~Option.~~Exchange ~~Purchaser~~Act ~~will pay the~~of ~~Offer~~1934, ~~Price~~as ~~for~~amended, ~~each~~on ~~Share~~Form ~~acquired~~25 ~~upon~~to ~~exercise~~delist ofand deregister the ~~Top-Up Option~~Shares.

~~Danaher~~Item ~~and~~3.03. ~~the~~Material ~~Company~~Modifications ~~have made customary representations, warranties and covenants in the Merger Agreement, including covenants (i)~~ to ~~promptly~~Rights ~~effect all registrations, filings and submissions required pursuant to the HSR Act and any other required governmental approvals, the Securities Exchange Act~~ of ~~1934~~Security and other applicable laws with respect to the Offer and the Merger; and (ii) to use their reasonable best efforts to take all appropriate action to consummate and effectuate the transactions contemplated by the Merger AgreementHolders.

~~The~~Effective ~~Company~~as ~~has~~of ~~agreed~~7:45pm toNew ~~(i)~~York time on October ~~conduct~~31, ~~its~~2012 ~~business~~(the in“Effective Time”), Purchaser acquired all ~~material~~of ~~respects~~the outstanding Shares not otherwise tendered and accepted pursuant to the terms and conditions set forth in the ~~ordinary~~offer ~~course~~to purchase dated September 20, 2012 (the “Offer”), by effecting a “short form” merger of Purchaser into the Company under applicable Delaware law (the ~~consistent~~“Merger”). In the Merger, Purchaser merged with ~~past~~and ~~practice~~into ~~prior~~the toCompany, ~~consummation~~with the Company surviving the Merger as a wholly-owned indirect subsidiary of Danaher. In the Merger, each Share issued and outstanding immediately prior to the Effective Time (~~ii) use~~other ~~reasonable~~than ~~best~~Shares ~~efforts~~held by Danaher or Purchaser or in the treasury of the Company immediately prior to ~~maintain~~the ~~and~~Effective ~~preserve~~Time ~~intact~~or ~~its~~by ~~business~~any ~~organization.~~stockholder ~~The~~of the Company ~~has~~who ~~also~~is ~~agreed~~entitled to ~~comply~~demand ~~with~~and ~~certain~~properly ~~other~~demands ~~operating~~appraisal ~~covenants~~of such Shares ~~through~~pursuant to, and complies with, the ~~consummation~~applicable provisions of Delaware law) automatically converted into the ~~Merger~~right to receive $19.50 per share in cash (the “Per Share Amount”), without interest and less any applicable withholding taxes. All Shares converted into the right to receive the Per Share Amount were canceled and cease to exist.

~~The~~Item ~~Company~~5.01. ~~has~~Changes ~~agreed not to solicit, initiate or knowingly facilitate, or engage~~ in ~~discussions~~Control ~~concerning, alternative proposals for the acquisition~~ of ~~the Company~~Registrant. ~~However, subject to the~~

Pursuant to the Merger Agreement, Purchaser commenced the Offer to acquire all of the Shares at the Per Share Amount, without interest and less any applicable withholding taxes. The Offer, as extended, expired at 5:00pm, New York City time on October 31, 2012. According to Computershare Trust Company, N.A., the depositary for the Offer, 16,626,491 Shares were validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer (not counting as validly tendered Shares tendered through notice of guaranteed delivery and not actually delivered). All Shares that were validly tendered and not properly withdrawn have been accepted for payment by Purchaser in accordance with the terms of the Offer.

~~satisfaction~~Effective as of ~~certain conditions,~~ the ~~Company~~Effective ~~and its board of directors~~Time, asPurchaser ~~applicable,~~acquired ~~would~~all beof ~~permitted to take certain actions which may, as more fully described in~~ the ~~Merger~~remaining ~~Agreement,~~outstanding ~~include~~Shares ~~terminating~~by ~~the~~effecting ~~Merger~~a ~~Agreement~~“short orform” ~~changing~~merger ~~the~~under ~~board~~applicable ofDelaware ~~directors’~~law ~~recommendation,~~in ~~following~~which ~~receipt~~Purchaser ofwas anmerged ~~unsolicited~~with ~~proposal,~~and ifinto the ~~board~~Company, ofand ~~directors of~~ the Company ~~has~~became ~~concluded~~a inwholly-owned ~~good~~indirect ~~faith~~subsidiary ~~after~~of ~~consultation with its advisors that failure to do so would be inconsistent with its fiduciary duties~~Danaher.

The ~~Merger~~aggregate ~~Agreement~~purchase ~~can~~price bepaid ~~terminated~~ by Danaher ~~or the~~in ~~Company~~connection ~~under~~with ~~certain~~the ~~circumstances,~~Offer and the ~~Company~~Merger ~~will~~was beapproximately ~~required to pay Danaher a termination fee of~~ $15377 million. ~~and reimburse~~ Danaher ~~for~~funded the upacquisition towith $3existing ~~million~~cash ofon ~~expenses in connection with certain terminations~~hand.

The ~~Merger~~other ~~Agreement~~information ~~has~~required ~~been~~by ~~adopted~~Item 5.01(a) byof the ~~board~~Form of8-K ~~directors~~is ofcontained in (i) the Company’s ~~and~~Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the ~~board~~SEC ofon ~~directors~~September 24, of2012, as subsequently amended, and (ii) the ~~Company~~Tender ~~unanimously~~Offer Statement on Schedule TO, originally filed by ~~recommends~~Purchaser ~~that~~and ~~stockholders~~Danaher ofwith the ~~Company~~SEC ~~tender~~on ~~their~~September 20, ~~Shares~~2012, inas subsequently amended (the ~~Offer~~“Schedule ~~and~~TO”), ifand ~~necessary,~~such ~~vote~~information tois ~~approve~~incorporated ~~the~~herein ~~Merger~~by reference.

~~The~~Item foregoing description of the Offer, the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 25.~~1 and incorporated herein by reference~~02. ~~The~~Departure Merger Agreement has been incorporated herein by reference to provide information regarding its terms. The Merger Agreement is not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission and it is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company. In particular, the representations, warranties and covenants set forth in the Merger Agreement (a) were made solely for purposes of ~~the~~Directors Merger Agreement and solely for the benefit of the contracting parties, (b) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made to Danaher and Purchaser in connection with the Merger Agreement, (c) will not survive consummation of the Merger, (d) are qualified in certain circumstances by a materiality standard which may differ from what may be viewed as material by investors, (e) were made only as of the date of the Merger Agreement or ~~such other~~Certain ~~date~~Officers; asElection ~~is specified in the Merger Agreement, and (f) may have been included in the Merger Agreement for the purpose~~ of ~~allocating~~Directors; ~~risk~~Appointment between the parties rather than establishing matters as facts. Investors are not third-party beneficiaries under the Merger Agreement, and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of ~~the~~Certain ~~actual~~Officers; ~~state~~Compensatory ofArrangements ~~facts or conditions~~ of ~~the~~Certain ~~parties~~Officers. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in subsequent public disclosure.

OnIn ~~September 17~~connection with the Merger and pursuant to the terms of the Merger Agreement, ~~2012~~at the Effective Time, each of the Company’s ~~issued~~directors aresigned ~~press~~from ~~release~~its ~~relating~~Board toof Directors (the ~~Merger~~“Board”). ~~Agreement~~As of the Effective Time, each of Daniel L. AComas ~~copy~~and Robert S. Lutz, the directors of Purchaser immediately prior to the ~~press~~Effective ~~release~~Time, isbecame ~~attached~~the ~~hereto~~members of the Board of the Company. The biography of each of these directors is contained in Schedule I to the Offer to Purchase dated September 20, 2012 filed by Danaher as Exhibit (a)(1)(A) 99to the Schedule TO, which information is incorporated herein by reference.1.

~~Tender~~Item ~~and~~5.03. ~~Support~~Amendments ~~Agreement~~to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Immediately~~In ~~prior~~connection towith the ~~execution of the~~ Merger ~~Agreement, each director~~ and ~~officer~~pursuant ofto the ~~Company~~terms ~~entered~~of ~~into a tender and support agreement (~~the ~~“Support~~Merger Agreement~~”) with Danaher~~, ~~the~~at ~~Purchaser and~~ the ~~Company.~~Effective ~~Including restricted stock and restricted stock units that vest and stock options that are exercisable within 60 days~~Time, ~~8.8%~~each of the ~~issued~~Certificate ~~and outstanding Shares~~ of ~~the Company are subject to the Support~~ ~~Agreement.~~Incorporation ~~Excluding restricted stock~~ and ~~restricted~~bylaws ~~stock units that vest and stock options that are exercisable within 60 days, 3.8%~~ of the ~~issued and outstanding Shares of the~~ Company ~~are~~were ~~subject~~restated ~~to the Support Agreement. Pursuant to the Support Agreement, such directors and officers, solely~~ in their capacities as stockholders of the Company, committed, among other things, to tender their Shares pursuant to the Offer and vote their Shares in favor of the Merger and against any alternative acquisition proposal, all on the terms and subject to the conditions set forth in the Support Agreemententirety. The ~~Support~~restated ~~Agreement~~Certificate ~~automatically terminates upon the termination~~ of ~~the~~Incorporation ~~Merger~~is ~~Agreement~~attached orhereto ~~the~~as ~~occurrence~~Exhibit ~~of certain other events~~3.1 ~~The foregoing description of the Support Agreement does not purport to be complete~~ and isincorporated ~~qualified~~herein ~~in its entirety~~ by reference. toThe ~~the~~restated ~~Support~~bylaws ~~Agreement,~~are ~~which~~attached ishereto ~~filed~~ as ~~Exhibits~~Exhibit 993.2 ~~hereto~~ and incorporated herein by reference ~~herein~~.

Item 3.02 – Unregistered Sales of Equity Securities.

The information included in Item 1.01 regarding the Top-Up Option is incorporated into this Item 3.02 by reference. The Top-Up option was issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Item 8.01 – Other Events.

The Company is party to an indemnification agreement with each of its directors and officers, a form of which is attached as Exhibit 99.3 hereto and incorporated by reference herein.

Item 9.01 –

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are filed herewith:

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of September 17, 2012, by and among Danaher Corporation, Daphne Acquisition Corporation and IRIS International, Inc.*
3.1		Amended and Restated Certificate of Incorporation of IRIS International, Inc.
99.1		Press release dated September 17, 2012 issued by IRIS International, Inc.
3.2		Amended and Restated Bylaws of IRIS International, Inc.
99.2		Tender and Support Agreement, dated September 17, 2012, by and among Danaher Corporation, Daphne Acquisition Corporation, IRIS International, Inc. and the stockholders signatory thereto.
20.1		Solicitation/Recommendation Statement of Schedule 14D-9 of IRIS International, Inc. (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on September 24, 2012, as amended).
99.3		Form of Indemnification Agreement.

*3 All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

~~Important~~99.1 ~~Additional~~Tender ~~Information~~Offer Statement of Danaher Corporation and Daphne Acquisition Corporation on Schedule TO (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on September 20, 2012, as amended).

The tender offer proposed by Danaher referred to in this Current Report on Form 8-K has not yet commenced, and this report is neither an offer to purchase nor a solicitation of an offer to sell securities. If and when the tender offer is commenced, (i) Danaher will file with the Securities and Exchange Commission (the “SEC”) a tender offer statement and (ii) IRIS International, Inc. will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION. Investors may obtain a free copy of these documents (if and when they become available) and other relevant documents filed with the SEC through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of these materials filed by IRIS by contacting Investor Relations by telephone at 415-202-5678, by mail at IRIS International, Inc., Investor Relations, 9158 Eton Avenue, Chatsworth, California 91311, or by going to the Company’s Investor Relations page on its corporate web site at www.proiris.com.

Forward-Looking Statements

Certain statements either contained in or incorporated by reference into this report, other than purely historical information, including estimates, projections and statements relating to the Company’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Such forward-looking statements include the ability of the Company, Danaher and Purchaser to complete the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. The forward-looking statements contained in this report are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the Offer and the subsequent Merger; uncertainties as to how many of the Company’s stockholders will tender their Shares in the Offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the Merger; the effects of disruption from the transactions contemplated by the Merger Agreement on the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; other uncertainties pertaining to the business of the Company, including those set forth in the Company’s filings with the SEC, especially in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on March 12, 2012 and in other periodic reports and filings with the SEC from time to time, including the Company’s Quarterly Reports on Form 10-Q. The reader is cautioned not to unduly rely on these forward-looking statements. The Company expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

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: September 17, 2012	By:	/s/ César M. García
Date: November 2, 2012	By:	/s/ César M. García
	~~César M. García~~	César M. García
	~~Chief Executive Officer~~	Chief Executive Officer

EXHIBIT INDEX

ExhibitNumber		Description
Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of September 17, 2012, by and among Danaher Corporation, Daphne Acquisition Corporation and IRIS International, Inc.*
3.1		Amended and Restated Certificate of Incorporation of IRIS International, Inc.
99.1		Press release dated September 17, 2012 issued by IRIS International, Inc.
3.2		Amended and Restated Bylaws of IRIS International, Inc.
99.2		Tender and Support Agreement, dated September 17, 2012, by and among Danaher Corporation, Daphne Acquisition Corporation, IRIS International, Inc. and the stockholders signatory thereto.
20.1		Solicitation/Recommendation Statement of Schedule 14D-9 of IRIS International, Inc. (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on September 24, 2012, as amended).
99.3		Form of Indemnification Agreement.
99.1		Tender Offer Statement of Danaher Corporation and Daphne Acquisition Corporation on Schedule TO (incorporated by reference in its entirety as originally filed with the Securities and Exchange Commission on September 20, 2012, as amended).

*6 All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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