DELAWARE | 74-2747608 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
12212 TECHNOLOGY BLVD., AUSTIN, TEXAS | 78727 | |
(Address of principal executive offices) | (Zip Code) |
LUMINEX CORPORATION THIRD AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN |
(Full title of the plan) |
Richard W. Rew, II |
Senior 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) |
Large accelerated filer þ | Accelerated filer o | |
Non-accelerated filer o (Do not check if smaller reporting company) | Smaller reporting company o |
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 | 3,500,000 shares | $16.50 | $57,750,000 | $6,710.55 |
(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 7, 2015. |
Exhibit No. | Description | |
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 Third Amended and Restated 2006 Equity Incentive Plan | |
* | Previously filed as Annex A to the Registrant's Proxy Statement for its Annual Meeting of Stockholders held on May 14, 2015, and incorporated herein by reference. |
LUMINEX CORPORATION | |||
By: | /s/ Harriss T. Currie | ||
Name: | Harriss T. Currie | ||
Title: | Senior Vice President, Finance, Chief Financial Officer and Treasurer |
Signatures | Title | Date | ||
/s/ Nachum Shamir | President and Chief Executive Officer, Director | May 14, 2015 | ||
Nachum Shamir | (Principal Executive Officer) | |||
/s/ Harriss T. Currie | Senior Vice President, Finance, Chief Financial | May 14, 2015 | ||
Harriss T. Currie | Officer and Treasurer | |||
(Principal Financial Officer and Principal | ||||
Accounting Officer) | ||||
/s/ Robert J. Cresci | Director | May 14, 2015 | ||
Robert J. Cresci | ||||
/s/ Thomas W. Erickson | Director | May 14, 2015 | ||
Thomas W. Erickson | ||||
/s/ Fred C. Goad, Jr. | Director | May 14, 2015 | ||
Fred C. Goad, Jr. | ||||
/s/ Jay B. Johnston | Director | May 14, 2015 | ||
Jay B. Johnston |
/s/ Jim D. Kever | Director | May 14, 2015 | ||
Jim D. Kever | ||||
/s/ G. Walter Loewenbaum II | Chairman of the Board of Directors, | May 14, 2015 | ||
G. Walter Loewenbaum II | Director | |||
/s/ Kevin M. McNamara | Director | May 14, 2015 | ||
Kevin M. McNamara | ||||
/s/ Edward A. Ogunro, Ph.D. | Director | May 14, 2015 | ||
Edward A. Ogunro, Ph.D. |
Exhibit No. | Description | |
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 Third Amended and Restated 2006 Equity Incentive Plan | |
* | Previously filed as Annex A to the Registrant’s Proxy Statement for its Annual Meeting of Stockholders held on May 14, 2015, and incorporated herein by reference. |