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~~The ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): February 19, 2021~~1934

Date of Report (Date of earliest event reported): April 10, 2021

LOGO

LUMINEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-30109

74-2747608

~~000-30109~~

~~74-2747608~~

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

12212 Technology Blvd., Austin, Texas

78727

(Address of principal executive offices)

(Zip Code)

12212 Technology Blvd.,

Austin,

Texas

78727

(Address of principal executive offices)

(Zip Code)

(512) 219-8020

~~(512) 219-8020~~ Registrant’s Telephone Number, Including Area Code

None

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, $0.001 par value

LMNX

The Nasdaq Global Select Market

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate~~☒ bySoliciting ~~check~~material ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b~~14a-212 ofunder the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~14a-~~2 of this chapter~~12)~~. Emerging growth company ☐~~

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.001 par value	LMNX	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

On April 11, 2021, ~~Executive~~Luminex ~~Cash-Based~~Corporation, ~~Performance~~a ~~Incentives~~Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DiaSorin S.p.A., a società per azioni organized under the laws of the Republic of Italy (“Parent”), and Diagonal Subsidiary Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), providing for the merger of Merger Subsidiary with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms not otherwise defined have the meanings set forth in the Merger Agreement.

OnAt ~~February~~the 19Effective Time of the Merger, ~~2021~~each share of common stock, ~~the~~par ~~Compensation~~value ~~Committee~~$0.001 per share, of the Company (the “~~Committee~~Company Common Stock”) issued and outstanding as of immediately prior to the ~~Board~~Effective ofTime ~~Directors~~(other ofthan ~~Luminex~~Dissenting ~~Corporation,~~Shares aor ~~Delaware~~Company ~~corporation~~Common (Stock held by the “Company”) as treasury stock or owned by Parent, ~~approved~~Merger Subsidiary or any Subsidiary of the ~~2021~~Company ~~cash-based~~or ~~performance~~Parent) ~~incentive~~will ~~opportunities~~be ~~under~~cancelled ~~the~~and ~~Luminex~~cease ~~Corporation~~to ~~2018~~exist ~~Management~~and ~~Incentive~~automatically ~~Plan~~convert ~~for~~into the ~~Company’s~~right ~~named~~to ~~executive~~receive ~~officers~~cash ~~and~~in ~~certain~~an ~~other~~amount ~~executives~~equal to $37, without interest (the “~~Management~~Merger ~~Incentive Plan~~Consideration”).

~~For~~In ~~2021,~~connection with the ~~performance~~Merger, ~~incentives~~Parent orhas ~~incentive~~signed ~~opportunities~~a ~~under~~Senior ~~the~~Facilities ~~Management~~Agreement ~~Incentive~~with ~~Plan~~a ~~are~~syndicate ~~based~~of ~~entirely~~banks ~~upon~~(consisting ~~Company~~of ~~financial~~BNP ~~objectives~~Paribas, ~~(the~~Citi, ~~“Company~~Mediobanca ~~Financial~~and ~~Goals”~~UniCredit)~~. Achievement~~, inthe ~~each~~aggregate ~~case~~proceeds of which, istogether ~~determined~~with bycash ~~the~~on ~~Committee~~hand, ~~and~~will ~~subject~~be tosufficient ~~such~~for ~~adjustments~~Parent and ~~exclusions~~Merger asSubsidiary ~~determined~~to bypay the ~~Committee~~aggregate merger consideration and all related fees and expenses. The ~~Company~~Senior ~~Financial~~Facilities ~~Goals~~Agreement ~~are~~provides ~~based~~for on a ~~matrix~~term loan of ~~revenue~~$1.1 billion due 2026 and ~~operating~~a ~~profit~~bridge ~~for~~loan ~~the~~of ~~year~~$500 million ~~ending~~due ~~December~~within 3112 months, ~~2021~~with ~~and~~extension ~~are~~options ~~the~~(exercisable ~~same~~at Parent’s option) for ~~each~~an ~~participant~~additional 12 months. The transaction is not subject to a financing condition.

~~The~~Consummation ~~total~~of ~~target~~the ~~awards~~Merger ~~for~~is ~~the~~subject ~~Company’s~~to ~~named~~customary ~~executive~~closing ~~officers~~conditions, ~~and~~including, without limitation, the absence of certain ~~other~~legal ~~executives~~impediments, inthe ~~2021~~expiration ~~are~~or ~~weighted~~termination ~~100%~~of ~~for~~the required waiting periods under the ~~achievement~~Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of antitrust approval in Germany, receipt of approval from the ~~Company~~Committee ~~Financial~~on ~~Goals. The~~Foreign ~~target~~Investment ~~bonuses~~in ~~for~~the ~~each~~United ~~named~~States, ~~executive~~submission ~~officer~~of a foreign investment filing with the French Ministry of Economy, ~~reflected~~and asapproval by the holders of a ~~percentage~~majority of ~~2021~~the ~~earned~~voting ~~base~~power ~~salary,~~of ~~are~~the asoutstanding ~~follows:~~shares of Company Common Stock entitled to vote on such matter.

Name

Title

Target Bonus

Nachum Shamir

President and Chief Executive Officer

100%

Harriss T. Currie

Senior Vice President, Finance, Chief Financial Officer and Treasurer

55%

Randall Meyers

Senior Vice President, Global Manufacturing and Quality

50%

Richard W. Rew II

Senior Vice president, General Counsel and Corporate Secretary; Chief Compliance Officer

50%

Todd C. Bennett

Senior Vice President, Global Sales and Customer Operations

50%

The Company has made representations and warranties in the Merger Agreement and has agreed to covenants regarding the operation of the business of the Company and the Company Subsidiaries prior to the Effective Time. The Company is also subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with, third parties regarding alternative acquisition proposals, with customary exceptions for Superior Proposals.

~~Following the end of the fiscal year, the Committee will determine whether and the extent to which the applicable targets were met.~~ The ~~Company~~Merger ~~Financial~~Agreement ~~Goals~~contains ~~are~~certain ~~subject~~termination torights ~~an over/underachievement scale with possible payouts of 0% to 200% of the target bonus~~ for the Company ~~Financial Goals based on financial results between specified minimum~~ and ~~maximum~~Parent. ~~performance~~Upon ~~levels~~termination of the ~~performance~~Merger ~~targets.~~Agreement ~~The~~under ~~minimum~~specified ~~threshold~~circumstances, ~~represents~~ the ~~level of~~ Company ~~financial performance below which no incentive under the Management Incentive Plan~~ will be ~~paid~~required ~~for~~to ~~2021~~pay ~~and~~Parent isa ~~established~~termination ~~annually~~fee byof ~~the~~approximately ~~Committee~~$59.22 million. ~~The~~In ~~target~~addition ~~threshold~~to ~~represents~~ the ~~level~~foregoing ~~where~~termination ~~the~~right, ~~actual~~and ~~incentive~~subject ~~award~~to ~~paid~~certain ~~equals~~limitations, (i) the ~~targeted~~Company ~~award~~or ~~and~~Parent ~~the~~may ~~maximum~~terminate ~~threshold represent~~ the ~~performance~~Merger ~~level~~Agreement ~~where~~if the ~~actual~~Merger ~~incentive~~is ~~award~~not ~~paid~~consummated ~~equals~~by ~~the~~October 11, ~~maximum~~2021 ~~amount~~and ~~permitted under~~ (ii) the ~~Management~~Company ~~Incentive~~and ~~Plan.~~Parent ~~Minimum~~may ~~payouts~~mutually ~~for~~agree ~~minimum~~to ~~threshold~~terminate ~~performance start at 30% of~~ the ~~target~~Merger ~~value for the Company Financial Goals~~Agreement.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 and is incorporated herein by reference.

The Merger Agreement contains representations and warranties by each of Parent, Merger Subsidiary and the Company. These representations and warranties were made solely for the benefit of the parties to the Merger Agreement and:

•

should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•

may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement;

•

may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws; and

•

were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws

In connection with the execution of the Merger Agreement, on April 10, 2021, the Board of Directors of the Company approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws Amendment”), which became effective immediately. The Bylaws Amendment requires that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or stockholder (including a beneficial owner) of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against any director, officer, employee or stockholder (including a beneficial owner) of the Company arising under any provision of the Delaware General Corporation Law (“DGCL”) or the bylaws or the certificate of incorporation of the Company, or (iv) any action asserting a claim governed by the internal affairs doctrine shall, to the fullest extent permitted by law, be the Court of Chancery of the State of Delaware (or if the Court of Chancery for the State of Delaware does not have jurisdiction, a state court located within the State of Delaware or, if no state court located within the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware). In addition, the Bylaws Amendment provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any claim or cause of action arising under the Securities Act of 1933, as amended. The foregoing description of the Bylaws Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the Bylaws Amendment, a copy of which is attached as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On April 11, 2021, Parent issued a press release announcing the entry of the Company and Parent into the Merger Agreement. The text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information in this item and Exhibit 99.1 are not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such future filing.

Forward-looking statements

This communication, and the documents to which the Company refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, including the timing of the transaction and other information relating to the transaction. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the transaction and other information relating to the transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss the Company’s future expectations or state other forward-looking information and may involve known and unknown risks over which the Company has no control. Those risks include, (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the common stock of the Company, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of the Company and the receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the risk that the definitive merger agreement may be terminated in circumstances that require the Company to pay a termination fee; (v) risks regarding the failure to obtain the necessary financing to complete the merger, (vi) the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally, (vii) risks that the proposed transaction disrupts current plans and operations, (viii) risks related to diverting management’s attention from the Company’s ongoing business operations, and (ix) the outcome of any legal proceedings that may be instituted against the Company

related to the merger agreement or the transaction. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are described in the Company’s SEC reports, including but not limited to the risks described in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020. Except as required by applicable law or regulation, the Company does not undertake to update these forward-looking statements to reflect future events or circumstances.

Additional Information and Where to Find It

In connection with the merger, the Company intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the merger (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at the Company’s website luminexcorp.com or by writing to the Company’s Secretary at 12212 Technology Blvd., Austin, Texas 78727.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement on Schedule 14A filed with the SEC on March 31, 2021 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. To the extent that such individual’s holdings of the Company’s common stock have changed since the amounts printed in the Company’s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of the potential participants, and their direct or indirect interests in the merger, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the merger.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of April 11, 2021, by and among DiaSorin S.p.A., Diagonal Subsidiary Inc. and Luminex Corporation.

3.1		Amendment to the Amended and Restated Bylaws of the Company.

99.1		Press Release of DiaSorin S.p.A. dated April 11, 2021.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Schedules and certain exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LUMINEX CORPORATION
Date: February 24, 2021	By:	/s/ Harriss T. Currie
	Name:	Harriss T. Currie
	Title:	Chief Financial Officer, Senior Vice President of Finance
		(Principal Financial Officer)


LUMINEX CORPORATION

By:		/s/ Harriss T. Currie
		Harriss T. Currie
		Chief Financial Officer, Senior Vice President of Finance (Principal Financial Officer)

Date: April 12, 2021

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