As filed with the Securities and Exchange Commission on December
28, 1995.
Registration No. 33-__________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
Incorporated MERIDIAN DIAGNOSTICS, INC. I.R.S. Employer
Under the Laws 3471 RIVER HILLS DRIVE Identification No.
of Ohio CINCINNATI, OHIO 45244 31-0888197
_________________________________
MERIDIAN DIAGNOSTICS, INC.
SAVINGS AND INVESTMENT PLAN
Robert E. Coletti, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
To Be To Be Price Offering Registra-
Registered Registered Per Share Price tion Fee
___________ _________ _________ _________ _________
Common 150,000* $10.6875** $1,603,125** $553.00***
Stock, Shares
No par
value*
_________________________________________________________________
* This Registration Statement is filed for up to 150,000
shares of Common Stock issuable pursuant to the Meridian
Diagnostics, Inc. Savings and Investment Plan (the "Plan").
In addition, this Registration Statement also covers an
indeterminate amount of interests offered or sold pursuant
to the Plan.
** Estimated solely for purposes of calculating registration
fee.
*** Registration fee has been calculated pursuant to Rule 457(h)
based on the average of the high and low prices of the
Common Stock quoted on The NASDAQ Stock Market on December
26, 1995 of $10.6875 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Meridian Diagnostics, Inc.
(the "Company" or the "Registrant") with the Securities and
Exchange Commission are incorporated herein by reference and made
a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995.
2. The description of the Company's Common Stock contained
in a Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on August 15, 1986
and amended August 20, 1986.
All reports and other documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all Common Stock offered
has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be
passed upon for the Company by Keating, Muething & Klekamp, 1800
Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.
Gary P. Kreider, a Director of the Company, is a partner of
Keating, Muething & Klekamp. Attorneys of Keating, Muething &
Klekamp own 30,135 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio General Corporation Law
allows indemnification by Meridian Diagnostics, Inc. to any
person made or threatened to be made a party to any proceedings,
other than a proceeding by or in the right of Meridian
Diagnostics, Inc., by reason of the fact that he is or was a
director, officer, employee or agent of Meridian Diagnostics,
Inc., against expenses, including judgments and fines, if he
acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of Meridian Diagnostics,
Inc., and, with respect to criminal actions, in which he had no
reasonable cause to believe that his conduct was unlawful.
Similar provisions apply to actions brought by or in the right
of Meridian Diagnostics, Inc., except that no indemnification
shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to Meridian
Diagnostics, Inc., unless deemed by the court. The right to
indemnification is mandatory in the case of a director or
officer who is wholly-successful on the merits. Permissive
indemnification is to be made by a court of competent
jurisdiction, the majority vote of a quorum of disinterested
directors, the written opinion of independent counsel or by the
shareholders.
The Company's Code or Regulations provides that the Company
shall indemnify such persons to the fullest extent permitted by
law.
The Registrant maintains director and officer liability
insurance which provides coverage against certain liabilities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See the Index to Exhibits included herewith.
Item 9. Undertakings
9.1 The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement; provided, however, that (i) and (ii) shall not apply
if the information required to be included in a post-effective
amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
9.2 The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
9.3 The undersigned Registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
9.4 The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
9.5 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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
Cincinnati, Ohio, on December 27, 1995.
MERIDIAN DIAGNOSTICS, INC.
By: /S/ William J. Motto
__________________________
William J. Motto, Chairman
of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. The
persons whose names are marked with an asterisk (*) below hereby
designate William J. Motto or John A. Kraeutler as Attorney-In-
Fact to sign all amendments, including any post-effective
amendments, to this Registration Statement.
Signature Capacity Date
/s/ William J. Motto Chairman of the December 27, 1995
____________________ Board of Directors,
William J. Motto Chief Executive
Officer (Principal
Executive Officer)
/s/ John A. Kraeutler President, Chief December 27, 1995
____________________ Operating Officer
John A. Kraeutler
/s/ Gary P. Kreider Director December 27, 1995
____________________
Gary P. Kreider
/s/ Robert J. Ready Director December ___, 1995
____________________
Robert J. Ready
/s/ Jerry L. Ruyan Secretary and Di- December 27, 1995
____________________ rector
Jerry L. Ruyan
Director December 27, 1995
/s/ James A. Buzard
____________________
*James A. Buzard
/s/ Gerard Blain Vice President, December 27, 1995
____________________ Chief Financial
Gerard Blain Officer and Trea-
surer (Principal
Accounting Officer
and Principal Fi-
nancial Officer)
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Plan Administrative Committee has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio on December 27, 1995.
MERIDIAN DIAGNOSTICS, INC.
SAVINGS AND INVESTMENT PLAN
By:/s/ James A. Buzard
___________________________
James A. Buzard, Chairman
of the Administrative
Committee
EXHIBIT INDEX
Exhibit No. Description Page
__________ ___________ ____
4 First Amendment to the Filed herewith
Meridian Diagnostics, Inc.
Savings and Investment Plan
5 Opinion of Keating, Muething Filed herewith
& Klekamp
23.1 Consent of Arthur Andersen Filed herewith
LLP
23.2 Consent of Keating, Muething Included in
& Klekamp Exhibit 5
24 Power of Attorney (included Filed herewith
on signature page)