1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- MERIDIAN DIAGNOSTICS, INC. (Exact name of Registrant as specified in its charter) OHIO 31-0888197 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 3471 RIVER HILLS DRIVE CINCINNATI, OHIO 45244 (513) 271-3700 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Edward E. Steiner, Esq. Keating, Muething & Klekamp 1800 Provident Tower One East Fourth Street Cincinnati, Ohio 45202 (513) 579-6468 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Patrick G. Quick, Esq. Foley & Lardner Firstar Center 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 271-2400 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. ------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /x/ 333-2613 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ------ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE ================================================================================================================================== TITLE OF SHARES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE (1) AMOUNT OF REGISTRATION FEE - - ---------------------------------------------------------------------------------------------------------------------------------- COMMON STOCK, WITHOUT PAR VALUE 115,000 $10.0625 $1,157,188 $400 ================================================================================================================================== (1) ESTIMATED PURSUANT TO RULE 457(C) UNDER THE SECURITIES ACT OF 1933 SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE. ================================================================================ 2 THIS REGISTRATION STATEMENT ON FORM S-3 IS BEING FILED BY MERIDIAN DIAGNOSTICS, INC. PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT OF 1933. THE CONTENTS OF REGISTRATION STATEMENT NUMBER 333-2613, INCLUDING EACH AMENDMENT THERETO, ARE HEREBY INCORPORATED HEREIN BY REFERENCE. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and 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, as of the 14th day of May, 1996. MERIDIAN DIAGNOSTICS, INC. By: Gerard Blain ------------------------------------------------- Gerard Blain Vice President and Chief Financial 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. Signature Capacity Date --------- -------- ---- * Chairman of the Board and May __, 1996 - - ------------------------------------------------ Chief Executive Officer William J. Motto (Principal Executive Officer) Gerard Blain Vice President, Chief May 14, 1996 - - ------------------------------------------------ Financial Officer and Gerard Blain Treasurer (Principal Financial Officer and Principal Accounting Officer) * Director May __, 1996 - - ------------------------------------------------ Jerry L. Ruyan * Director May __, 1996 - - ------------------------------------------------ James A. Buzard * Director May __, 1996 - - ------------------------------------------------ Gary P. Kreider * Director May __, 1996 - - ------------------------------------------------ Robert J. Ready *By:Gerard Blain Attorney in Fact** May 14, 1996 -------------------------------------------- Gerard Blain **By power of attorney filed with Registration Statement No. 333-2613. 3 4 EXHIBIT INDEX Exhibit No. Descriptions - - ----------- ------------ 5 --- Opinion of Keating, Muething & Klekamp 23.1 --- Consent of Arthur Andersen LLP 23.2 --- Consent of Keating, Muething & Klekamp (included in Exhibit 5) 24 --- Power of Attorney (Filed with Registration Statement No. 33-2613) 4