þ
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2015.
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________.
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DELAWARE
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74-2747608
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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12212 TECHNOLOGY BLVD., AUSTIN, TEXAS
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78727
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if smaller reporting company)
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Smaller reporting company
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Page
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Exhibit 10.1
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Exhibit 10.2
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Exhibit 10.3
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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2013 Restructuring Plan
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Twelve Months Ended
December 31, 2014
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||
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Non-cash impairment charges:
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Inventory
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$
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1,183
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Property and equipment
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494
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Goodwill
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1,159
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Employee separation costs
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154
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Facility exit costs
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69
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Other
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41
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Total charges
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$
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3,100
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Recorded to cost of revenue
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1,218
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Recorded to restructuring costs
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$
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1,882
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Amortized Cost
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Gains in Accumulated Other Comprehensive Income
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Losses in Accumulated Other Comprehensive Income
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Estimated Fair Value
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||||||||
Current:
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||||||||
Cash equivalents
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$
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3,574
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$
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—
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$
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—
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$
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3,574
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Total current securities
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3,574
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—
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—
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3,574
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||||
Noncurrent:
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||||
Government sponsored debt securities
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10,000
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5
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—
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10,005
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||||
Non-government sponsored debt securities
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6,002
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1
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—
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6,003
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||||
Total noncurrent securities
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16,002
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6
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—
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16,008
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||||
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||||||||
Total available-for-sale securities
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$
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19,576
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$
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6
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$
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—
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$
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19,582
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Amortized Cost
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Gains in Accumulated Other Comprehensive Income
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Losses in Accumulated Other Comprehensive Income
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Estimated Fair Value
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||||||||
Current:
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||||||||
Cash equivalents
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$
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3,569
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$
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—
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$
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—
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$
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3,569
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Total current securities
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3,569
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—
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—
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3,569
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Noncurrent:
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Government sponsored debt securities
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10,000
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—
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(11
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)
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9,989
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Non-government sponsored debt securities
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6,002
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—
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(16
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)
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5,986
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Total noncurrent securities
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16,002
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—
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(27
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)
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15,975
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||||
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||||||||
Total available-for-sale securities
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$
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19,571
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$
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—
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$
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(27
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)
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$
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19,544
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Estimated Fair Value
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||||||
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March 31, 2015
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December 31, 2014
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Due in one year or less
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$
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—
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$
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—
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Due after one year through two years
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16,008
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15,975
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$
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16,008
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$
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15,975
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March 31, 2015
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December 31, 2014
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||||
Parts and supplies
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$
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19,339
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$
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19,354
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Work-in-progress
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5,364
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8,687
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Finished goods
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9,020
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8,575
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$
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33,723
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$
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36,616
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Level 1 –
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Quoted prices in active markets for identical assets or liabilities.
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Level 2 –
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Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
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Level 3 –
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Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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Fair Value Measurements at March 31, 2015 Using
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||||||||||||||
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Level 1
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Level 2
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Level 3
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Total
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||||||||
Assets:
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Money Market funds
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$
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3,574
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$
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—
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$
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—
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$
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3,574
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Government sponsored debt securities
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—
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10,005
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—
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10,005
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Non-government sponsored debt securities
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—
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6,003
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—
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6,003
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Fair Value Measurements at December 31, 2014 Using
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||||||||||||||
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Level 1
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Level 2
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Level 3
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Total
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||||||||
Assets:
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Money Market funds
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$
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3,569
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$
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—
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$
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—
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$
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3,569
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Government sponsored debt securities
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—
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9,989
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—
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$
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9,989
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Non-government sponsored debt securities
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—
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5,986
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—
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$
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5,986
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March 31, 2015
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December 31, 2014
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||||
Balance at beginning of year
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$
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49,619
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$
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50,738
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Allocation in disposal of Brisbane, Australia business (See Note 2)
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—
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(1,159
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)
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Foreign currency translation adjustments
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—
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40
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Balance at end of period
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$
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49,619
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$
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49,619
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Finite-lived
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Indefinite-lived
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||||||||||||||
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Technology, trade secrets and know-how
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Customer lists and contracts
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Other identifiable intangible assets
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IP R&D
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Total
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||||||||||
2014
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||||||||||
Balance at December 31, 2013
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$
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29,676
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$
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7,952
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$
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1,880
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$
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40,100
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$
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79,608
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Foreign currency translation adjustments
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28
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6
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|
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10
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—
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44
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|
|||||
Balance at December 31, 2014
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29,704
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|
|
7,958
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|
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1,890
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|
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40,100
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|
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79,652
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|||||
Less: accumulated amortization:
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|||||
Accumulated amortization balance at December 31, 2013
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(16,272
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)
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(2,326
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)
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(715
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)
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—
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(19,313
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)
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|||||
Amortization expense
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(3,025
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)
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(753
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)
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(135
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)
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—
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(3,913
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)
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|||||
Foreign currency translation adjustments
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(28
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)
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(6
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)
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(10
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)
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—
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(44
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)
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|||||
Accumulated amortization balance at December 31, 2014
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(19,325
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)
|
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(3,085
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)
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(860
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)
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—
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(23,270
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)
|
|||||
Net balance at December 31, 2014
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$
|
10,379
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|
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$
|
4,873
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|
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$
|
1,030
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|
|
$
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40,100
|
|
|
$
|
56,382
|
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Weighted average life (in years)
|
10
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|
|
11
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|
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11
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|
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|
|||||
|
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|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
Balance at December 31, 2014
|
$
|
29,704
|
|
|
$
|
7,958
|
|
|
$
|
1,890
|
|
|
$
|
40,100
|
|
|
$
|
79,652
|
|
Removal of fully amortized assets
|
(702
|
)
|
|
(161
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)
|
|
(238
|
)
|
|
—
|
|
|
(1,101
|
)
|
|||||
Balance at March 31, 2015
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29,002
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|
|
7,797
|
|
|
1,652
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|
|
40,100
|
|
|
78,551
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|
|||||
Less: accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization balance at December 31, 2014
|
(19,325
|
)
|
|
(3,085
|
)
|
|
(860
|
)
|
|
—
|
|
|
(23,270
|
)
|
|||||
Amortization expense
|
(683
|
)
|
|
(186
|
)
|
|
(33
|
)
|
|
|
|
|
(902
|
)
|
|||||
Removal of fully amortized assets
|
702
|
|
|
161
|
|
|
238
|
|
|
—
|
|
|
1,101
|
|
|||||
Accumulated amortization balance at March 31, 2015
|
(19,306
|
)
|
|
(3,110
|
)
|
|
(655
|
)
|
|
—
|
|
|
(23,071
|
)
|
|||||
Net balance at March 31, 2015
|
$
|
9,696
|
|
|
$
|
4,687
|
|
|
$
|
997
|
|
|
$
|
40,100
|
|
|
$
|
55,480
|
|
Weighted average life (in years)
|
10
|
|
|
11
|
|
|
11
|
|
|
|
|
|
|
|
2015 (nine months)
|
$
|
2,330
|
|
2016
|
3,100
|
|
|
2017
|
2,144
|
|
|
2018
|
1,954
|
|
|
2019
|
1,954
|
|
|
Thereafter
|
3,898
|
|
|
|
15,380
|
|
|
IP R&D
|
40,100
|
|
|
|
$
|
55,480
|
|
|
Foreign Currency Items
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|
Available for Sale Investments
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|
Accumulated Other Comprehensive Loss Items
|
||||||
Balance at December 31, 2014
|
$
|
(727
|
)
|
|
$
|
(17
|
)
|
|
$
|
(744
|
)
|
Other comprehensive loss before reclassifications
|
(474
|
)
|
|
21
|
|
|
(453
|
)
|
|||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net current-period other comprehensive loss
|
(474
|
)
|
|
21
|
|
|
(453
|
)
|
|||
Balance at March 31, 2015
|
$
|
(1,201
|
)
|
|
$
|
4
|
|
|
$
|
(1,197
|
)
|
|
Three Months Ended March 31, 2015
|
||||||||||
|
Before Tax
|
|
Tax Benefit
|
|
Net of Tax
|
||||||
Foreign currency translation adjustments
|
$
|
(474
|
)
|
|
$
|
—
|
|
|
$
|
(474
|
)
|
Unrealized losses on available-for-sale investments
|
33
|
|
|
(12
|
)
|
|
21
|
|
|||
Other comprehensive loss
|
$
|
(441
|
)
|
|
$
|
(12
|
)
|
|
$
|
(453
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
7,453
|
|
|
$
|
5,966
|
|
Denominator:
|
|
|
|
|
|
||
Denominator for basic net income per share - weighted average common stock outstanding
|
41,873
|
|
|
41,209
|
|
||
Effect of dilutive securities: stock options and awards
|
321
|
|
|
616
|
|
||
Denominator for diluted net income per share - weighted average shares outstanding - diluted
|
42,194
|
|
|
41,825
|
|
||
Basic net income per share
|
$
|
0.18
|
|
|
$
|
0.14
|
|
Diluted net income per share
|
$
|
0.18
|
|
|
$
|
0.14
|
|
Stock Options (shares in thousands)
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding at December 31, 2014
|
825
|
|
|
$
|
18.84
|
|
Granted
|
917
|
|
|
15.93
|
|
|
Exercised
|
(15
|
)
|
|
7.48
|
|
|
Cancelled or expired
|
—
|
|
|
—
|
|
|
Outstanding at March 31, 2015
|
1,727
|
|
|
$
|
17.39
|
|
Restricted Stock Awards (shares in thousands)
|
Shares
|
|
Weighted Average Grant Price
|
|||
Non-vested at December 31, 2014
|
1,098
|
|
|
$
|
19.63
|
|
Granted
|
266
|
|
|
15.93
|
|
|
Vested
|
(299
|
)
|
|
19.21
|
|
|
Cancelled or expired
|
(6
|
)
|
|
19.77
|
|
|
Non-vested at March 31, 2015
|
1,059
|
|
|
$
|
18.82
|
|
|
|
|
|
|||
Restricted Stock Units (in thousands)
|
Shares
|
|
|
|
||
Non-vested at December 31, 2014
|
658
|
|
|
|
|
|
Granted
|
70
|
|
|
|
|
|
Vested
|
(51
|
)
|
|
|
|
|
Cancelled or expired
|
(101
|
)
|
|
|
|
|
Non-vested at March 31, 2015
|
576
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Cost of revenue
|
$
|
234
|
|
|
$
|
207
|
|
Research and development
|
247
|
|
|
400
|
|
||
Selling, general and administrative
|
1,098
|
|
|
1,022
|
|
||
Stock-based compensation costs reflected in net income
|
$
|
1,579
|
|
|
$
|
1,629
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Compensation and employee benefits
|
$
|
4,289
|
|
|
$
|
9,960
|
|
Income and other taxes
|
1,437
|
|
|
870
|
|
||
Warranty costs
|
406
|
|
|
488
|
|
||
Other
|
2,271
|
|
|
2,800
|
|
||
|
$
|
8,403
|
|
|
$
|
14,118
|
|
Accrued warranty costs at December 31, 2014
|
$
|
488
|
|
Warranty adjustments/settlements
|
(184
|
)
|
|
Accrual for warranty costs
|
102
|
|
|
Accrued warranty costs at March 31, 2015
|
$
|
406
|
|
•
|
risks and uncertainties relating to market demand and acceptance of our products and technology in development, including ARIES and NxTAG;
|
•
|
the uncertainty relating to increased focus on direct sales to the end user;
|
•
|
dependence on strategic partners for development, commercialization and distribution of products;
|
•
|
concentration of our revenue in a limited number of direct customers and strategic partners, some of which may be experiencing decreased demand for their products utilizing or incorporating our technology, budget or finance constraints in the current economic environment, or periodic variability in their purchasing patterns or practices as a result of material resource planning challenges;
|
•
|
the timing of and process for regulatory approvals;
|
•
|
the impact of the ongoing uncertainty in global finance markets and changes in government and government agency funding, including its effects on the capital spending policies of our partners and end users and their ability to finance purchases of our products;
|
•
|
fluctuations in quarterly results due to a lengthy and unpredictable sales cycle, fluctuations in bulk purchases of consumables, fluctuations in product mix, and the seasonal nature of some of our assay products;
|
•
|
our ability to obtain and enforce intellectual property protections on our products and technologies;
|
•
|
risks and uncertainties associated with implementing our acquisition strategy, including our ability to obtain financing, our ability to integrate acquired companies or selected assets into our consolidated business operations, and the ability to recognize the benefits of our acquisitions;
|
•
|
reliance on third party distributors for distribution of specific assay products;
|
•
|
our ability to scale manufacturing operations and manage operating expenses, gross margins and inventory levels;
|
•
|
changes in principal members of our management staff;
|
•
|
potential shortages, or increases in costs, of components or other disruptions to our manufacturing operations;
|
•
|
competition and competitive technologies utilized by our competitors;
|
•
|
our ability to successfully launch new products in a timely manner;
|
•
|
our increasing dependency on information technology to enable us to improve the effectiveness of our operations and to monitor financial accuracy and efficiency;
|
•
|
the implementation, including any modification, of our strategic operating plans;
|
•
|
the uncertainty regarding the outcome or expense of any litigation brought against or initiated by us; and
|
•
|
risks relating to our foreign operations, including fluctuations in exchange rates, tariffs, customs and other barriers to importing/exporting materials and products in a cost effective and timely manner; difficulties in accounts receivable collections; the burden of monitoring and complying with foreign and international laws and treaties; and the burden of complying with and change in international taxation policies.
|
•
|
Assay revenue is generated from the sale of our kits which are a combination of chemical and biological reagents and our proprietary xMAP bead technology used to perform diagnostic and research assays on samples as well as real-time PCR and multiplexed PCR assays using our proprietary MultiCode technology.
|
•
|
System revenue is generated from the sale of our xMAP multiplexing analyzers and peripherals.
|
•
|
Consumable revenue is generated from the sale of our dyed polystyrene microspheres, along with sheath and drive fluid. Our larger commercial and development partners often purchase these consumables in bulk to minimize the number of incoming qualification events and to allow for longer development and production runs.
|
•
|
Royalty revenue is generated when a partner sells our proprietary microspheres to an end user, a partner sells a kit incorporating our proprietary microspheres to an end user or when a partner utilizes a kit to provide a testing result to a user. End users can be facilities such as testing labs, development facilities and research facilities that buy prepared kits and have specific testing needs or testing service companies that provide assay results to pharmaceutical research companies or physicians.
|
•
|
Service revenue is generated when a partner or other owner of a system purchases a service contract from us after the standard warranty has expired or pays us for our time and materials to service instruments. Service contract revenue is amortized over the life of the contract and the costs associated with those contracts are recognized as incurred.
|
•
|
Other revenue consists of items such as training, shipping, parts sales, license revenue, grant revenue, contract research and development fees, milestone revenue and other items that individually amount to less than 5% of total revenue.
|
•
|
Consolidated revenue was
$57.7 million
for the quarter ended
March 31, 2015
, representing a
2%
increase over revenue for the
first
quarter of
2014
.
|
•
|
Assay revenue of
$25.4 million
for the quarter ended
March 31, 2015
, representing a
17%
increase over assay revenue for the
first
quarter of
2014
. Infectious disease sales comprised approximately
64%
of total assay sales, with genetic testing sales representing
36%
of total assay sales.
|
•
|
Partners reported $126.0 million of royalty bearing end user sales on xMAP technology for the quarter, a 14% increase over the
first
quarter of
2014
, contributing to the
6%
increase in royalty revenue from the
first
quarter of
2014
.
|
•
|
80%
of consolidated revenue was attributable to our recurring revenue streams (consumable sales, royalty revenue and assay sales).
|
•
|
Began clinical trials for ARIES System and ARIES HSV 1&2 Assay.
|
•
|
Shipments of
193
multiplexing analyzers, which included
91
Luminex® 100/200
TM
systems,
86
MAGPIX® systems and
16
FLEXMAP 3D® systems.
|
•
|
Received Health Canada approval for xTAG CYP2D6 Kit v3.
|
•
|
clinical validation and preparation for commercial launch of our ARIES system, the next generation sample-to-answer platform for our MultiCode-RTx technology, including in vitro diagnostic (IVD) assays;
|
•
|
development of a pipeline of assays for the ARIES system menu;
|
•
|
development of the next generation multiplex chemistry, including the next generation of our Respiratory Viral Panel line of IVD assays;
|
•
|
continued execution of our pharmacogenetic (PGx) strategy;
|
•
|
continued execution of our direct sales strategy, including developing the infrastructure necessary to support our sales force and decreasing reliance on our distributors;
|
•
|
commercialization, regulatory clearance and market adoption of products, including commercialization of MultiCode analyte specific reagents outside of the United States;
|
•
|
maintenance and improvement of our existing products and the timely development, completion and successful commercial launch of our pipeline products;
|
•
|
adoption and use of our platforms and consumables by our customers for testing services;
|
•
|
expansion and enhancement of our installed base and our market position within our identified target market segments;
|
•
|
monitoring and mitigating the effect of the ongoing uncertainty in global finance markets and changes in government funding on planned purchases by end users; and
|
•
|
continued adoption and development of partner products incorporating Luminex technology through effective partner management.
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Variance
|
|
Variance (%)
|
|||||||
Revenue
|
$
|
57,741
|
|
|
$
|
56,561
|
|
|
$
|
1,180
|
|
|
2
|
%
|
Gross profit
|
$
|
40,219
|
|
|
$
|
39,954
|
|
|
265
|
|
|
1
|
%
|
|
Gross margin percentage
|
70
|
%
|
|
71
|
%
|
|
(1
|
)%
|
|
N/A
|
|
|||
Operating expenses
|
$
|
30,526
|
|
|
$
|
31,769
|
|
|
(1,243
|
)
|
|
(4
|
)%
|
|
Income from operations
|
$
|
9,693
|
|
|
$
|
8,185
|
|
|
1,508
|
|
|
18
|
%
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
94,907
|
|
|
$
|
91,694
|
|
Long-term investments
|
$
|
16,008
|
|
|
$
|
15,975
|
|
|
$
|
110,915
|
|
|
$
|
107,669
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
|||||||||||||
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
1/1/15 - 1/31/15
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
2/1/15 - 2/28/15
|
280
|
|
|
17.65
|
|
|
—
|
|
|
—
|
|
||
3/1/15 - 3/31/15
|
75,495
|
|
|
15.85
|
|
|
—
|
|
|
—
|
|
||
Total First Quarter
|
75,775
|
|
|
$
|
15.85
|
|
|
—
|
|
|
$
|
—
|
|
(1)
Total shares purchased are attributable to the withholding of shares by Luminex to satisfy the payment of tax obligations related to the vesting of restricted shares.
|
Exhibit
Number
|
|
Description of Documents
|
|
|
|
3.1
|
|
Amended and Restated Bylaws of Lumuniex Corporation (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed March 11, 2015).
|
|
|
|
10.1#
|
|
Amendment to the Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed March 11, 2015).
|
|
|
|
10.2#
|
|
Form of Non-Qualified Stock Option Agreement for the Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan.
|
|
|
|
10.3#
|
|
Form of Stock Appreciation Rights Agreement for the Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan.
|
|
|
|
31.1
|
|
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following materials from Luminex Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, formatted in XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statement of Cash Flows; and (iv) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
#
|
|
Management contract or compensatory plan or arrangement.
|
Exhibit
Number
|
|
Description of Documents
|
|
|
|
3.1
|
|
Amended and Restated Bylaws of Lumuniex Corporation (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed March 11, 2015).
|
|
|
|
10.1#
|
|
Amendment to the Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Company's Current Report on Form 8-K (File No. 000-30109), filed March 11, 2015).
|
|
|
|
10.2#
|
|
Form of Non-Qualified Stock Option Agreement for the Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan.
|
|
|
|
10.3#
|
|
Form of Stock Appreciation Rights Agreement for the Luminex Corporation Second Amended and Restated 2006 Equity Incentive Plan.
|
|
|
|
31.1
|
|
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following materials from Luminex Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, formatted in XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statement of Cash Flows; and (iv) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
#
|
|
Management contract or compensatory plan or arrangement.
|
|
|
|
To the Company:
|
Luminex Corporation
|
To the Optionee:
|
The address then maintained with respect to the Optionee in the Company's records.
|
(a)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
|
(b)
|
the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Awards even if Awards have been made repeatedly in the past;
|
(c)
|
the Grantee’s participation in the Plan is voluntary;
|
(d)
|
SARs are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and SARs are outside the scope of the Grantee’s employment contract, if any;
|
(e)
|
SARs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company
or the Employer;
|
(f)
|
In consideration of the grant of the Award, no claim or entitlement to compensation or damages arises from termination of the SARs or diminution in value of the Shares on which the value of the Award is based resulting from termination of the Grantee’s service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement and/or accepting the Award, the Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
|
To the Company
:
|
Luminex Corporation
|
To the Grantee
:
|
The address then maintained with respect to the Grantee in the Company's records.
|