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: May       20, 2011

(Date of earliest event reported)




FLIR Systems, Inc.

(Exact name of registrant as specified in its charter)





OR

(State or other jurisdiction 
of incorporation)


0-21918

(Commission File Number)


93-0708501

(IRS Employer 
Identification Number)






27700 SW Parkway Avenue

(Address of principal executive offices)

 

97070

(Zip Code)




503-498-3547
(Registrant's telephone number, including area code)




Not Applicable
(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 8.01. Other Events



On May 20, 2011, FLIR Systems, Inc. (the "Company") issued a news release announcing that it has entered into a definitive agreement to settle claims filed in 2008 by William J. Parrish and E. Timothy Fitzgibbons.  Under the terms of the settlement agreement, the Company will make a cash settlement payment of $39 million.



The news release issued May 20, 2011 is furnished herewith as Exhibit 99.1 to this report, and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act.



Item 9.01. Financial Statements and Exhibits





(a) Financial statements:

             None

(b) Pro forma financial information:

             None

(c) Shell company transactions:

             None

(d) Exhibits

             99.1       Press Release of FLIR Systems, Inc. dated May       20, 2011




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.








Dated: May       20, 2011



FLIR SYSTEMS, INC.

By:  /s/ Anthony L. Trunzo                      

     Anthony L. Trunzo

     Sr. Vice President, Finance and Chief Financial Officer







Exhibit Index



Exhibit No.
Description


99.1
Press Release of FLIR Systems, Inc. dated May       20, 2011