As filed with the Securities
and Exchange Commission on June 15, 2011
    
    Registration No. 333-
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 IRIS INTERNATIONAL, INC.
  Delaware
    
    94-2579751(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)9158 Eton AvenueChatsworth, CA
(Address of Principal Executive Offices)
    
    91311
(Zip Code)
 IRIS International, Inc. 2011 Inducement Incentive Plan
  Cesar M. Garcia, Chief Executive Officer
IRIS INTERNATIONAL, INC.
9158 Eton Avenue
Chatsworth, CA 91311
 (818) 709-1244
 John McIlvery, Esq.
Stubbs Alderton & Markiles, LLP
15260 Ventura Boulevard, 20 th Floor
Sherman Oaks, CA 91403
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if smaller reporting company)
 CALCULATION OF REGISTRATION FEE
 Proposed Maximum
    
    
    Proposed MaximumTitle of Securities
    
    
    Amount To Be
    
    
    Offering Price
    
    
    Aggregate Offering
    
    
    Amount OfTo Be Registered
    
    
    Registered (1)
    
    
    Per Share (2)
    
    
    Price (2)
    
    
    Registration FeeCommon Stock, par value
$.01 per share
    
    
    
    250,000
    
    
    
    $
    9.21
    
    
    
    $
    2,302,500
    
    
    
    $
    267.32
 (1)
    
    Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act),
this Registration Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions effected without the receipt of consideration.(2)
    
    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)
under the Securities Act of 1933, as amended, based on a per share price of $9.21, the average
of the high and low reported sales prices of the Registrants common stock on the NASDAQ
Global Market on June 10, 2011.




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##### 



Explanatory Note
  Part I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  Part II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Item 3. Incorporation of Documents by Reference
  (1)
    
    The Registrants Annual Report on Form 10-K for the fiscal year ended December
31, 2010;(2)
    
    All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Registrants latest annual report
referred to in (1) above;(3)
    
    The description of the Common Stock set forth under the caption Description of
Capital Stock in the Registrants amendment no. 1 to shelf registration statement on
Form S-3/A, as filed with the Commission on November 23, 2010 (Registration No.
333-170524).
    2




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##### 



Item 4. Description of Securities.
  Item 5. Interests of Named Experts and Counsel.
  Item 6. Indemnification of Directors and Officers.
        Item 7. Exemption from Registration.
   3




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##### 



Item 8. Exhibits.
  Incorporated by ReferenceExhibit
    
    
    
    
    
    File
    
    
    
    
    
    
    
    FiledNumber
    
    Description
    
    Form
    
    Number
    
    Exhibit
    
    Filing Date
    
    Herewith3.1
    (a)
    
    Certificate of Incorporation, filed June
9, 1987
    
    8-K
    
    001-11181
    
    
    3.1
    (a)
    
    September 29, 2010
    
    3.1
    (b)
    
    Certificate of Amendment of Certificate
of Incorporation, filed July 9, 1993
    
    8-K
    
    001-11181
    
    
    3.1
    (b)
    
    September 29, 2010
    
    3.1
    (c)
    
    Certificate of Amendment of Certificate
of Incorporation, filed June 6, 2001
    
    8-K
    
    001-11181
    
    
    3.1
    (c)
    
    September 29, 2010
    
    3.1
    (d)
    
    Certificate of Ownership and Merger,
filed November 26, 2003
    
    8-K
    
    001-11181
    
    
    3.1
    (d)
    
    September 29, 2010
    
    3.1
    (e)
    
    Certificate of Correction of Certificate
of Ownership and Merger, filed December
11, 2003
    
    8-K
    
    001-11181
    
    
    3.1
    (e)
    
    September 29, 2010
    
    3.1
    (f)
    
    Certificate of Designation of Rights,
Preferences and Privileges of Series A
Preferred Stock, filed September 27, 2010
    
    8-K
    
    001-11181
    
    
    3.1
    (f)
    
    September 29, 2010
    
    3.2
    (a)
    
    Restated Bylaws
    
    10-KSB
    
    001-11181
    
    
    3.2
    
    
    March 26, 2004
    
    3.2
    (b)
    
    Amendment to Amended and Restated Bylaws
    
    8-K
    
    001-11181
    
    
    3.2
    
    
    July 18, 2007
    
    3.2
    (c)
    
    Amendment to Amended and Restated Bylaws
    
    8-K
    
    001-11181
    
    
    3.3
    
    
    January 20, 2010
    
    4.1
    
    
    Rights Agreement, dated as of September
24, 2010, between the Registrant and
Continental Stock Transfer & Trust
Company, as Rights Agent, including the
Certificate of Designation of Rights,
Preferences and Privileges of Series A
Preferred Stock, the Form of Rights
Certificate, and the Summary of Rights to
Purchase Preferred Stock, attached
thereto as Exhibits A, B and C,
respectively.
    
    8-K
    
    001-11181
    
    
    4.1
    
    
    September 29, 2010
    
    5.1
    
    
    Opinion of Stubbs Alderton & Markiles, LLP
    
    
    
    
    
    
    
    
    
    
    
    *10.1
    
    
    IRIS International, Inc. 2011 Inducement
Incentive Agreement
    
    8-K
    
    001-11181
    
    
    10.1
    
    
    June 10, 2011
    
    23.1
    
    
    Consent of BDO USA, LLP
    
    
    
    
    
    
    
    
    
    
    
    *23.2
    
    
    Consent of Stubbs Alderton & Markiles, LLP
(included in Exhibit 5.1)
    
    
    
    
    
    
    
    
    
    
    
    *24.1
    
    
    Power of Attorney (included as part of
the Signature Page of this Registration
Statement)
    
    
    
    
    
    
    
    
    
    
    
    *
  4




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##### 



Item 9. Undertakings.
      Provided, however,
      5




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##### 



SIGNATURES
  IRIS INTERNATIONAL, INC.
(Registrant)By:
    /s/ Cesar M. GarciaCesar M. GarciaPresident and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Cesar M. Garcia

Cesar M. Garcia
    
    President, Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
    
    June 15, 2011/s/ Amin I. Khalifa

Amin I. Khalifa
    
    Corporate Vice President of Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
    
    June 15, 2011/s/ Steven M. Besbeck

Steven M. Besbeck
    
    Director
    
    June 15, 2011/s/ David T. Della Penta

David T. Della Penta
    
    Director
    
    June 15, 2011/s/ Beth Y. Karlan

Beth Y. Karlan
    
    Director
    
    June 15, 2011/s/ Michael D. Matte

Michael D. Matte
    
    Director
    
    June 15, 2011/s/ Richard G. Nadeau

Richard G. Nadeau
    
    Director
    
    June 15, 2011/s/ Rick Timmins

Rick Timmins
    
    Director
    
    June 15, 2011/s/ Edward F. Voboril

Edward F. Voboril
    
    Director
    
    June 15, 2011/s/ Stephen E. Wasserman

Stephen E. Wasserman
    
    Director
    
    June 15, 2011
  6




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##### 



EXHIBIT INDEX
  Incorporated by ReferenceExhibit
    
    
    
    
    
    File
    
    
    
    
    
    
    
    FiledNumber
    
    Description
    
    Form
    
    Number
    
    Exhibit
    
    Filing Date
    
    Herewith3.1
    (a)
    
    Certificate of Incorporation, filed June
9, 1987
    
    8-K
    
    001-11181
    
    
    3.1
    (a)
    
    September 29, 2010
    
    3.1
    (b)
    
    Certificate of Amendment of Certificate
of Incorporation, filed July 9, 1993
    
    8-K
    
    001-11181
    
    
    3.1
    (b)
    
    September 29, 2010
    
    3.1
    (c)
    
    Certificate of Amendment of Certificate
of Incorporation, filed June 6, 2001
    
    8-K
    
    001-11181
    
    
    3.1
    (c)
    
    September 29, 2010
    
    3.1
    (d)
    
    Certificate of Ownership and Merger,
filed November 26, 2003
    
    8-K
    
    001-11181
    
    
    3.1
    (d)
    
    September 29, 2010
    
    3.1
    (e)
    
    Certificate of Correction of Certificate
of Ownership and Merger, filed December
11, 2003
    
    8-K
    
    001-11181
    
    
    3.1
    (e)
    
    September 29, 2010
    
    3.1
    (f)
    
    Certificate of Designation of Rights,
Preferences and Privileges of Series A
Preferred Stock, filed September 27, 2010
    
    8-K
    
    001-11181
    
    
    3.1
    (f)
    
    September 29, 2010
    
    3.2
    (a)
    
    Restated Bylaws
    
    10-KSB
    
    001-11181
    
    
    3.2
    
    
    March 26, 2004
    
    3.2
    (b)
    
    Amendment to Amended and Restated Bylaws
    
    8-K
    
    001-11181
    
    
    3.2
    
    
    July 18, 2007
    
    3.2
    (c)
    
    Amendment to Amended and Restated Bylaws
    
    8-K
    
    001-11181
    
    
    3.3
    
    
    January 20, 2010
    
    4.1
    
    
    Rights Agreement, dated as of September
24, 2010, between the Registrant and
Continental Stock Transfer & Trust
Company, as Rights Agent, including the
Certificate of Designation of Rights,
Preferences and Privileges of Series A
Preferred Stock, the Form of Rights
Certificate, and the Summary of Rights to
Purchase Preferred Stock, attached
thereto as Exhibits A, B and C,
respectively.
    
    8-K
    
    001-11181
    
    
    4.1
    
    
    September 29, 2010
    
    5.1
    
    
    Opinion of Stubbs Alderton & Markiles, LLP
    
    
    
    
    
    
    
    
    
    
    
    *10.1
    
    
    IRIS International, Inc. 2011 Inducement
Incentive Agreement
    
    8-K
    
    001-11181
    
    
    10.1
    
    
    June 10, 2011
    
    23.1
    
    
    Consent of BDO USA, LLP
    
    
    
    
    
    
    
    
    
    
    
    *23.2
    
    
    Consent of Stubbs Alderton & Markiles, LLP
(included in Exhibit 5.1)
    
    
    
    
    
    
    
    
    
    
    
    *24.1
    
    
    Power of Attorney (included as part of
the Signature Page of this Registration
Statement)
    
    
    
    
    
    
    
    
    
    
    
    *
  Exhibit Index