þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
DELAWARE | 74-2747608 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
12212 TECHNOLOGY BLVD., AUSTIN, TEXAS | 78727 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of exchange on which registered | |
Common Stock, $0.001 par value | The NASDAQ Global Market | |
Rights to Purchase Series A Junior Participating Preferred Stock, $0.001 par value | The NASDAQ Global Market |
EXHIBIT | ||
NUMBER | DESCRIPTION OF DOCUMENT | |
2.1
|
Asset Purchase Agreement, effective as of September 5, 2002, by and among Rules-Based Medicine, Inc., Luminex Corporation and RBM Acquisition, Inc. (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this agreement are omitted, but will be provided supplementally to the Commission upon request) (Previously filed as an Exhibit to the Companys Current Report on Form 8-K dated September 10, 2002). | |
2.2
|
Merger Agreement, dated December 14, 2006, by and between the Company and Tm Bioscience Corporation (Previously filed as an Exhibit to the Companys Current Report on Form 8-K dated December 15, 2006) | |
3.1
|
Restated Certificate of Incorporation of the Company (Previously filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended). | |
3.2
|
Amended and Restated Bylaws of the Company (Previously filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended). | |
4.1
|
Rights Agreement dated as of June 20, 2001 between Luminex Corporation and Mellon Investor Services, LLC, as Rights Agent which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock setting forth the terms of the Series A Junior Participating Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights (Previously filed as Exhibit 4 to the Companys Current Report on Form 8-K dated June 21, 2001). | |
10.1#
|
1996 Stock Option Plan of the Company, as amended (Previously filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended). | |
10.2#
|
Form of Stock Option Agreement for the 1996 Stock Option Plan (Previously filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended). | |
10.3#
|
Form of Incentive Stock Option Agreement for the 1996 Stock Option Plan (Previously filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended). | |
10.4#
|
2000 Long-Term Incentive Plan of the Company, as amended (Previously filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002). |
EXHIBIT | ||
NUMBER | DESCRIPTION OF DOCUMENT | |
10.5#
|
Form of Stock Option Award Agreement for the 2000 Long-Term Incentive Plan (Previously filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended). | |
10.6#
|
2001 Broad-Based Stock Option Plan of the Company (Previously filed as an Exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 30, 2001). | |
10.7#
|
Form of Option Grant Certificate for the 2001 Broad-Based Stock Option Plan (Previously filed as an Exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 30, 2001). | |
10.8+
|
Development and Supply Agreement dated as of March 19, 1999 by and between the Company and Bio-Rad Laboratories, Inc. (Previously filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended). | |
10.9+
|
Amendment to Development and Supply Agreement dated as of January 13, 2000 by and between the Company and Bio-Rad Laboratories, Inc. (Previously filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended). | |
10.10
|
Second Amendment to Development and Supply Agreement dated as of June 12, 2000 by and between the Company and Bio-Rad Laboratories, Inc. (Previously filed as an Exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2000). | |
10.11+
|
Distribution, Development and Supply Agreement dated as of August 6, 2001 by and between the Company and Miraibio, Inc (Previously filed as an Exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 30, 2001). | |
10.12+
|
Agreement for Electronic Manufacturing Services dated as of January 1, 2000 by and between the Company and Sanmina Corporation (Previously filed as an Exhibit to the Companys Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended). | |
10.13#
|
Form of Amended and Restated Employment Agreement between the Company and each of Randel S. Marfin, James W. Jacobson, Ph.D. and Oliver H. Meek (Previously filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2002). | |
10.14#
|
Form of Indemnification Agreement dated May 22, 2002 between the Company and each of the directors and officers of the Company (Previously filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2002). | |
10.15
|
Lease Agreement between Aetna Life Insurance Company, as Landlord, and Luminex Corporation, as Tenant, dated October 19, 2001 (Previously filed as an Exhibit to the Companys Form 10-Q for the quarterly period ended September 30, 2001). | |
10.16
|
First Amendment to Lease Agreement between Aetna Life Insurance Company, as Landlord, and Luminex Corporation as Tenant, dated July 25, 2002. (Previously filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2002). | |
10.17
|
Lease Amendment between McNeil 4 & 5 Investors, LP, as Landlord, and Luminex Corporation, as Tenant, dated January 27, 2003 (Previously filed as an Exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002). | |
10.18
|
Sublease Agreement dated as of May 2, 2002 by and between the Company and American Innovations, Ltd., for facilities situated at 12112 Technology Boulevard, Austin, Texas 78727 (Previously filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2002). | |
10.19#
|
Employment Agreement, effective as of October 1, 2003, by and between Luminex Corporation and Harriss T. Currie (Previously filed as an Exhibit to the Companys Annual Report on form 10-K for the fiscal year ended December 31, 2003). | |
10.20#
|
Employment Agreement effective as of October 1, 2003, by and between Luminex Corporation and David S. Reiter (Previously filed as an Exhibit to the Companys Annual Report on form 10-K for the fiscal year ended December 31, 2003). |
EXHIBIT | ||
NUMBER | DESCRIPTION OF DOCUMENT | |
10.21#
|
Employment Agreement effective as of May 15, 2004, by and between Luminex Corporation and Patrick J. Balthrop (Previously filed as an Exhibit to the Companys Current Report on Form 8-K dated May 17, 2004). | |
10.22#
|
Employment Agreement effective as of October 25, 2004, by and between Luminex Corporation and Gregory J. Gosch (Previously filed as an Exhibit to the Companys Current Report on Form 8-K dated October 22, 2004). | |
10.23#
|
Employment Agreement effective as of May 23, 2005, by and between Luminex Corporation and Russell W. Bradley (Previously filed as an Exhibit to the Company s Current Report on Form 8-K dated May 23, 2005) | |
10.24#
|
Form of Restricted Stock Agreement for the 2000 Long-Term Incentive Plan and 2001 Broad-Based Stock Option Plan (Previously filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004). | |
10.25#
|
Form of Non-Qualified Stock Option Agreement dated as of May 15, 2004, by and between Luminex Corporation and Patrick J. Balthrop (Previously filed as an Exhibit to the Companys Current Report on Form 8-K dated May 17, 2004). | |
10.26#
|
2006 Executive Officer Compensation Summary (Previously filed as an Exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006). | |
10.27#
|
Form of Amendment to Executive Employment Agreements (Previously filed as an Exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2006). | |
10.28#
|
Luminex Corporation 2006 Equity Incentive Plan (Previously filed as Exhibit A to the Companys Proxy Statement for its Annual Meeting of Shareholders held on May 25, 2006) | |
10.29#
|
Form of Non-Qualified Stock Option Agreement for the 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Companys Current Report on Form 8-K dated May 25, 2006) | |
10.30#
|
Form of Restricted Share Award Agreement for Officers & Employees for the 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Companys Current Report on Form 8-K dated May 25, 2006) | |
10.31#
|
Form of Restricted Share Award Agreement for Directors for the 2006 Equity Incentive Plan (Previously filed as an Exhibit to the Companys Current Report on Form 8-K dated May 25, 2006) | |
10.32#
|
Luminex Corporation 2006 Management Stock Purchase Plan (Previously filed as Exhibit B to the Companys Proxy Statement for its Annual Meeting of Shareholders held on May 25, 2006) | |
10.33
|
Credit Agreement, dated March 1, 2007, by and between the Luminex Corporation and JPMorgan Chase Bank, N.A. (Previously filed as an Exhibit to the Companys Current Report on Form 8-K dated March 1, 2007) | |
10.34#
|
Employment Agreement effective as of February 7, 2007, by and between Luminex Corporation and John C. Carrano.** | |
10.35#
|
Employment Agreement effective as of March 1, 2007, by and between Luminex Corporation, Tm Bioscience Corporation and Jeremy Bridge-Cook.** | |
10.36#
|
Form of Restricted Stock Unit Agreement for the 2006 Equity Incentive Plan.** | |
21.1
|
Subsidiaries of the Company.** | |
23.1
|
Consent of Independent Registered Public Accounting Firm. |
EXHIBIT | ||
NUMBER | DESCRIPTION OF DOCUMENT | |
24.1
|
Power of Attorney.** | |
31.1
|
Certification by CEO pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2
|
Certification by CFO pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d 14(a), as adopted 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 by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
# | Management contract or compensatory plan or arrangement. | |
+ | Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 406 promulgated under the Securities Act and Rule 24b-2 promulgated under the Securities Exchange Act, which portions are omitted and filed separately with the Securities and Exchange Commission. | |
** | Previously filed as an Exhibit to the Companys originally filed Annual Report on Form 10-K for the fiscal year ended December 31, 2006. |
(c) | See Exhibits listed under Item 15(a)(3). |
LUMINEX CORPORATION | ||||||
By: | /s/ Harriss T. Currie | |||||
Harriss T. Currie Chief Financial Officer, VP Finance and Treasurer |