UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2007 (March 1, 2007)
(Exact name of registrant as specified in charter)
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| Delaware
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000-30109
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74-2747608 |
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| (State or other jurisdiction of incorporation)
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(Commission File
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(IRS Employer |
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Number)
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Identification No.) |
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| 12212 Technology Boulevard, Austin, Texas
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78727 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (512) 219-8020
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On March 1, 2007, Luminex Corporation (the “Company”) entered into a revolving credit facility
with JPMorgan Chase Bank, N.A. for borrowings of up to a maximum of $15,000,000 principal amount
(the “Credit Agreement”). The Credit Agreement is guaranteed by each of the wholly-owned domestic
subsidiaries of the Company, Luminex Project, Inc. and Luminex International Corporation. The
availability under the facility will be determined by the calculation of a borrowing base that
includes a percentage of eligible accounts and inventory, which as of the closing date should
provide for a borrowing base of approximately $8.0 million, subject to the actual post-closing
balance sheet of the consolidated Company as of March 1, 2007. The facility includes customary
representations, warranties and covenants with a tangible net worth financial covenant. The
facility will be secured by the accounts, equipment, inventory, general intangibles and
intercompany notes of the Company, Luminex Project, Inc. and Luminex International Corporation.
The foregoing summary of the Credit Agreement is subject to, and qualified in its
entirety by reference to, the Credit Agreement, attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 1, 2007, the Company completed its previously announced acquisition of TM Bioscience
Corporation, a corporation existing under the laws of the Province of Ontario (“TMB”), pursuant to
the terms of the Merger Agreement, dated as of December 14, 2006 (the “Merger Agreement”), by and
between the Company and TMB. The Company acquired TMB pursuant to the terms of a Plan of
Arrangement (the “Arrangement”). Pursuant to the Merger Agreement, at the effective time of the
Arrangement, each issued and outstanding share of TMB common stock (other than shares owned by
shareholders who properly demanded dissent rights) was converted into 0.06 shares of Company common
stock.
The foregoing description does not purport to be a complete statement of the parties’ rights
and obligations under the Merger Agreement and the transactions contemplated thereby or a complete
explanation of the material terms thereof. The foregoing description is subject to and qualified in
its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to
the Form 8-K filed by the Company on December 15, 2006 and is incorporated herein by reference.
On March 1, 2007, the Company issued a press release announcing the consummation of the
transactions contemplated by the Merger Agreement. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K will be filed by
amendment as soon as practicable, but in no event later than 71 days after the date this Current
Report on Form 8-K is required to be filed.