As filed with the Securities and Exchange Commission on May 14, 2015
Registration No. 333- __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LUMINEX CORPORATION
(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)
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(IRS Employer 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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________________________
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LUMINEX CORPORATION THIRD AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN
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(Full title of the plan)
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Richard W. Rew, II
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Senior Vice President, General Counsel and Corporate Secretary
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Luminex Corporation
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12212 Technology Boulevard
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Austin, Texas 78727
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(Name and address of agent for service)
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(512) 219-8020
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(Telephone number, including area code, of agent for service)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
þ
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Accelerated filer
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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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________________________
CALCULATION OF REGISTRATION FEE
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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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3,500,000 shares
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$16.50
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$57,750,000
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$6,710.55
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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 7, 2015.
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EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, par value $0.001 per share (the “Common Stock”), of Luminex Corporation, a Delaware corporation (the “Registrant”), issuable pursuant to the Luminex Corporation Third Amended and Restated 2006 Equity Incentive Plan (the “Plan”). The Registrant’s previously filed Registration Statement on Form S-8 (File No. 333-134450), as filed with the Securities and Exchange Commission (the “Commission”) on May 25, 2006, Registration Statement on Form S-8 (File No. 333-159382), as filed with the Commission on May 21, 2009, and Registration Statement on Form S-8 (File No. 333-181484), as filed with the Commission on May 17, 2012, are hereby incorporated herein by reference.
Item 8.
Exhibits.
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Exhibit No.
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Description
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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 Third Amended and Restated 2006 Equity Incentive Plan
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*
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 14th day of May, 2015.
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LUMINEX CORPORATION
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By:
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/s/ Harriss T. Currie
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Name:
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Harriss T. Currie
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Title:
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Senior Vice President, Finance, Chief Financial Officer and Treasurer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Harriss T. Currie and Richard W. Rew, II (with full power to each of them to act alone) as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities to sign any and all amendments or post-effective amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other document necessary or advisable to comply with the applicable state securities laws, and to file the same, together with all other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signatures
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Title
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Date
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/s/ Nachum Shamir
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President and Chief Executive Officer, Director
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May 14, 2015
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Nachum Shamir
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(Principal Executive Officer)
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/s/ Harriss T. Currie
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Senior Vice President, Finance, Chief Financial
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May 14, 2015
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Harriss T. Currie
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Officer and Treasurer
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(Principal Financial Officer and Principal
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Accounting Officer)
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/s/ Robert J. Cresci
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Director
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May 14, 2015
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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 14, 2015
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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 14, 2015
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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 14, 2015
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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 14, 2015
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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 14, 2015
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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 14, 2015
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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 14, 2015
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Edward A. Ogunro, Ph.D.
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EXHIBIT INDEX
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Exhibit No.
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Description
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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 Third Amended and Restated 2006 Equity Incentive Plan
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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.
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Exhibit 5.1
150 Third Avenue South, Suite 2800
Nashville, TN 37201
(615) 742-6200
May 14, 2015
Luminex Corporation
12212 Technology Boulevard
Austin, Texas 78727
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RE:
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Registration Statement on Form S-8 relating to the Luminex Corporation Third Amended and Restated 2006 Equity Incentive Plan (the “Plan”)
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Ladies and Gentlemen:
We have acted as counsel to Luminex Corporation, a Delaware corporation (“Luminex”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) relating to certain shares of common stock, par value $0.001 (the “Common Stock”), of Luminex to be issued pursuant to the Plan.
In connection with this opinion, we have examined and relied upon such records, documents, certificates, and other instruments as we have deemed necessary or appropriate in order to express the opinions hereinafter set forth. We have also assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents, the legal competence of all signatories to such documents, and the due authorization, execution and delivery of all documents by the parties thereto. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials and officers and representatives of Luminex.
Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the shares of Common Stock issuable in connection with the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.
The opinions expressed above are limited to the General Corporation Law of the State of Delaware (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution) and the federal law of the United States.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.
This opinion is furnished to you in connection with the filing of the Registration Statement. Our opinion is rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
Sincerely,
/s/ Bass, Berry & Sims PLC
Bass, Berry & Sims PLC
