LUMINEX CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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74-2747608
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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12212 Technology Blvd., Austin, Texas 78727
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(Address of Principal Executive Offices) (Zip Code)
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LUMINEX CORPORATION SECOND AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN
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(Full title of the plan)
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(512) 219-8020
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(Telephone number, including area code, of agent for service)
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o (Do not check if smaller reporting company)
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Smaller reporting company o
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Title of Securities to be Registered
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Amount to be Registered (1)
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Proposed Maximum Offering Price Per Share (2)
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Proposed Maximum Aggregate Offering Price (2)
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Amount of Registration Fee
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Common Stock, par value $0.001 per share
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4,100,000 shares
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$23.65
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$96,965,000.00
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$11,112.19
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(1)
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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.
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(2)
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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.
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5.1
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Opinion of Bass, Berry & Sims PLC
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Bass, Berry & Sims PLC (included in the Opinion of Bass, Berry & Sims PLC filed herewith as Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page of this Registration Statement)
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99.1*
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Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan
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*
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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.
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Signatures
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Title
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Date
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/s/ Patrick J. Balthrop, Sr.
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President and Chief Executive Officer
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May 17, 2012
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Patrick J. Balthrop, Sr.
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(Principal Executive Officer)
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/s/ Harriss T. Currie
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Vice President, Finance, Chief Financial
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May 17, 2012
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Harriss T. Currie
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Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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/s/ Robert J. Cresci
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Director
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May 17, 2012
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Robert J. Cresci
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/s/ Thomas W. Erickson
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Director
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May 17, 2012
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Thomas W. Erickson
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/s/ Fred C. Goad, Jr.
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Director
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May 17, 2012
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Fred C. Goad, Jr.
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/s/ Jay B. Johnston
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Director
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May 17, 2012
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Jay B. Johnston
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/s/ Jim D. Kever
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Director
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May 17, 2012
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Jim D. Kever
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/s/ G. Walter Loewenbaum II
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Chairman of the Board of Directors,
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May 17, 2012
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G. Walter Loewenbaum II
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Director
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/s/ Kevin M. McNamara
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Director
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May 17, 2012
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Kevin M. McNamara
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/s/ Edward A. Ogunro, Ph.D.
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Director
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May 17, 2012
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Edward A. Ogunro, Ph.D.
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/s/ Gerard Vaillant
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Director
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May 17, 2012
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Gerard Vaillant
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5.1
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Opinion of Bass, Berry & Sims PLC
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Bass, Berry & Sims PLC (included in the Opinion of Bass, Berry & Sims PLC filed herewith as Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page of this Registration Statement)
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99.1*
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Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan
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*
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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.
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