As filed with Securities and Exchange Commission on May 17, 2012
Registration No. 333- __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
LUMINEX CORPORATION | ||||||
(Exact name of registrant as specified in its charter) | ||||||
Delaware | 74-2747608 | |||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||
12212 Technology Blvd., Austin, Texas 78727 | ||||||
(Address of Principal Executive Offices) (Zip Code) | ||||||
________________________
LUMINEX CORPORATION SECOND AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN |
(Full title of the plan) |
David S. Reiter
Vice President, General Counsel and Corporate Secretary
Luminex Corporation
12212 Technology Boulevard
Austin, Texas 78727
(Name and address of agent for service)
(512) 219-8020 | ||
(Telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ | Accelerated filer o | |
Non-accelerated filer o (Do not check if smaller reporting company) | Smaller reporting company o | |
________________________
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee |
Common Stock, par value $0.001 per share | 4,100,000 shares | $23.65 | $96,965,000.00 | $11,112.19 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Common Stock on the NASDAQ Global Select Market on May 15, 2012. |
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, par value $0.001 per share (the “Common Stock”), of Luminex Corporation, a Delaware corporation (the “Registrant”), issuable pursuant to the Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan (the “Plan”). The Registrant’s previously filed Registration Statement on Form S-8 (File No. 333-134450), as filed with the Securities and Exchange Commission (the “Commission”) on May 25, 2006, and Registration Statement on Form S-8 (File No. 333-159382), as filed with the Commission on May 21, 2009, are hereby incorporated herein by reference.
Item 8. Exhibits.
5.1 | Opinion of Bass, Berry & Sims PLC |
23.1 | Consent of Independent Registered Public Accounting Firm |
23.2 | Consent of Bass, Berry & Sims PLC (included in the Opinion of Bass, Berry & Sims PLC filed herewith as Exhibit 5.1) |
24.1 | Power of Attorney (included on signature page of this Registration Statement) |
99.1* | Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan |
* | Previously filed as Annex A to the Company’s Proxy Statement for its Annual Meeting of Stockholders held on May 17, 2012, and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 17th day of May, 2012.
LUMINEX CORPORATION
By: /s/ Harriss T. Currie
Harriss T. Currie
Vice President, Chief Financial Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Harriss T. Currie and David S. Reiter (with full power to each of them to act alone) as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities to sign any and all amendments or post-effective amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other document necessary or advisable to comply with the applicable state securities laws, and to file the same, together with all other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date | ||
/s/ Patrick J. Balthrop, Sr. | President and Chief Executive Officer | May 17, 2012 | ||
Patrick J. Balthrop, Sr. | (Principal Executive Officer) | |||
/s/ Harriss T. Currie | Vice President, Finance, Chief Financial | May 17, 2012 | ||
Harriss T. Currie | Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Robert J. Cresci | Director | May 17, 2012 | ||
Robert J. Cresci | ||||
/s/ Thomas W. Erickson | Director | May 17, 2012 | ||
Thomas W. Erickson | ||||
/s/ Fred C. Goad, Jr. | Director | May 17, 2012 | ||
Fred C. Goad, Jr. | ||||
/s/ Jay B. Johnston | Director | May 17, 2012 | ||
Jay B. Johnston | ||||
/s/ Jim D. Kever | Director | May 17, 2012 | ||
Jim D. Kever | ||||
/s/ G. Walter Loewenbaum II | Chairman of the Board of Directors, | May 17, 2012 | ||
G. Walter Loewenbaum II | Director | |||
/s/ Kevin M. McNamara | Director | May 17, 2012 | ||
Kevin M. McNamara | ||||
/s/ Edward A. Ogunro, Ph.D. | Director | May 17, 2012 | ||
Edward A. Ogunro, Ph.D. | ||||
/s/ Gerard Vaillant | Director | May 17, 2012 | ||
Gerard Vaillant |
EXHIBIT INDEX
5.1 | Opinion of Bass, Berry & Sims PLC |
23.1 | Consent of Independent Registered Public Accounting Firm |
23.2 | Consent of Bass, Berry & Sims PLC (included in the Opinion of Bass, Berry & Sims PLC filed herewith as Exhibit 5.1) |
24.1 | Power of Attorney (included on signature page of this Registration Statement) |
99.1* | Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan |
* | Previously filed as Annex A to the Company’s Proxy Statement for its Annual Meeting of Stockholders held on May 17, 2012, and incorporated herein by reference. |