Delaware | 72-2747608 | |
(State or other jurisdiction | (I.R.S. Employer Identification No.) | |
of incorporation or organization) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed Maximum | Proposed | |||||||||||||
Offering | Maximum | Amount of | ||||||||||||
Title of Securities | Amount to be | Price Per | Aggregate | Registration | ||||||||||
to be Registered | Registered (1) | Share (2) | Offering Price (2) | Fee | ||||||||||
Common Stock, par
value $0.001 per
share
|
3,325,000 shares | $15.51 | $51,570,750 | $2,877.65 | ||||||||||
(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. In addition, this registration statement covers related rights to purchase the Registrants Series A Junior Participating Preferred Stock registered on a Form 8-A filed with the Securities and Exchange Commission on June 21, 2001 (the Stock Rights). No additional consideration will be received for the Stock Rights, which will initially trade together with the Registrants common stock. | |
(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 Registrants Common Stock on the NASDAQ Global Market on May 18, 2009. |
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-5.1 | ||||||||
EX-23.1 |
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 Amended and Restated 2006 Equity Incentive Plan |
* | Previously filed as Exhibit A to the Companys Proxy Statement for its Annual Meeting of Stockholders held on May 21, 2009, and incorporated herein by reference. |
LUMINEX CORPORATION |
||||
By: | /s/ Harriss T. Currie | |||
Harriss T. Currie | ||||
Vice President, Chief Financial Officer and Treasurer | ||||
Signatures | Title | Date | ||
/s/ Patrick J. Balthrop, Sr.
|
President and Chief Executive Officer (Principal Executive Officer) |
May 21, 2009 | ||
/s/ Harriss T. Currie
|
Vice President, Finance, Chief Financial Officer
and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
May 21, 2009 | ||
/s/ Robert J. Cresci
|
Director | May 21, 2009 | ||
/s/ Thomas W. Erickson
|
Director | May 21, 2009 |
Signatures | Title | Date | ||
/s/ Fred C. Goad, Jr.
|
Director | May 21, 2009 | ||
/s/ Jay B. Johnston
|
Director | May 21, 2009 | ||
/s/ Jim D. Kever
|
Director | May 21, 2009 | ||
/s/ G. Walter Loewenbaum II
|
Chairman of the Board of Directors, | May 21, 2009 | ||
G. Walter Loewenbaum II
|
Director | |||
/s/ Kevin M. McNamara
|
Director | May 21, 2009 | ||
Kevin M. McNamara |
||||
/s/ Edward A. Ogunro, Ph.D.
|
Director | May 21, 2009 | ||
Edward A. Ogunro, Ph.D. |
||||
/s/ Gerard Vaillant
|
Director | May 21, 2009 | ||
Gerard Vaillant |
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 Amended and Restated 2006 Equity Incentive Plan |
* | Previously filed as Exhibit A to the Companys Proxy Statement for its Annual Meeting of Stockholders held on May 21, 2009, and incorporated herein by reference. |