forms8equitycomp08.htm
As filed with the Securities and Exchange Commission on November 26, 2008
 Registration No. 333-             

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
                             
 
MERIDIAN BIOSCIENCE, INC.
(Exact name of Registrant as Specified in its Charter)
 
Ohio
(State Or Other Jurisdiction Of Incorporation Or Organization)
3471 River Hills Drive
Cincinnati, Ohio 45244
(513) 271-3700
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
31-0888197
(IRS Employer Identification Number)
                             
 
2004 EQUITY COMPENSATION PLAN
as Amended and Restated Through January 22, 2008
(Full Title of the Plan)
                             
 
F. Mark Reuter, Esq.
Keating Muething & Klekamp PLL
One East Fourth Street, Suite 1400
Cincinnati, Ohio  45202
Telephone:  (513) 579-6469
Facsimile:  (513) 579-6457
(Name, Address and Telephone Number of Agent for Service)
 
CALCULATION OF REGISTRATION FEE
 

Title of
Securities
To Be Registered
Amount
To Be
Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum Aggregate Offering
Price
Amount of Registration
Fee(2)
Common Stock
1,537,500 Shares
$23.51(1)
$36,146,625 (2)
$1,420.57
 
 (1)           Estimated to calculate registration fee.
 
(2)
Calculated pursuant to Rule 457(h) based on the average of the high and low prices of the Common Stock on the Nasdaq Global Select Market on November 20, 2008 of $23.51 per share.

 
 
 
 

PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

The following documents filed by Meridian Bioscience, Inc. with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof:
 
 
1.
Meridian's Annual Report on Form 10-K for the fiscal year ended September 30, 2008.

 
2.
The description of the Common Stock contained in the Registration  Statement on Form 8-A filed on August 15, 1986 and amended August 20, 1986 registering Meridian's Common Stock under Section 12 of the Securities Exchange Act of 1934.

All reports and other documents subsequently filed by Meridian pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all Common Stock offered has been sold or which deregisters all Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.
 
Item 4.    Description of Securities

Not Applicable.
 
Item 5.    Interests of Named Experts and Counsel

Not Applicable.
 
Item 6.    Indemnification of Directors and Officers

Ohio Revised Code, Section 1701.13(E), allows indemnification by the registrant to any person made or threatened to be made a party to any proceedings, other than a proceeding by or in the right of the registrant, by reason of the fact that he is or was a director, officer, employee or agent of the registrant, against expenses, including judgment and fines, if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to criminal actions, in which he had no reasonable cause to believe that his conduct was unlawful.  Similar provisions apply to actions brought by or in the right of the registrant, except that no indemnification shall be made in such cases when the person shall have been adjudged to be liable for negligence or misconduct to the registrant unless deemed otherwise by the court.  Indemnification is to be made by a majority vote of a quorum of disinterested directors or the written opinion of independent counsel or by the shareholders or by the court.  The registrant’s Code of Regulations extends such indemnification.
 
The foregoing discussion is subject to the complete text of Section 1701.13(E) and is qualified in its entirety by reference thereto.
 

 
 
 
 

 
Item 7.    Exemption from Registration Claimed

Not Applicable.
 
Item 8.    Exhibits

  Exhibit 5
Opinion of Keating Muething & Klekamp PLL
  Exhibit 10
2004 Equity Compensation Plan, as Amended and Restated Through January 22, 2008 (incorporated by reference to Exhibit 10.1 from the Form 8-K filed on January 28, 2008)
 
  Exhibit 23.1
Consent of Grant Thornton LLP
 
  Exhibit 23.2
Consent of Keating Muething & Klekamp PLL (included in Exhibit 5)
 
  Exhibit 24
Power of Attorney (contained in the signature page)
 
* All Exhibits filed herewith unless otherwise indicated
 
Item 9.    Undertakings

9.1           The undersigned registrant hereby undertakes to file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individu­ally or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
 
9.2           The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 

 
 
 
 

 
9.3           The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
9.4           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
9.5           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 

 
 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, 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 Cincinnati, Ohio, on November 26, 2008.
 
 
MERIDIAN BIOSCIENCE, INC.
 
  
       
 
By:
/s/ John A. Kraeutler  
    John A. Kraeutler  
    Chief Executive Officer  
       
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.  Each person below whose signature is preceded by an (*) hereby constitutes and appoints John A. Kraeutler and Melissa A. Lueke, or either of them, his true and lawful attorney and agent, to sign all amendments to this Registration Statement as well as any related registration statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933.
 

Signature
Capacity
Date
 
/s/ William J. Motto
 
Executive  Chairman of the Board of Directors
 
 
November 26, 2008
*William J. Motto
 
/s/ John A. Kraeutler
 
Chief Executive Officer and Director (Principal Executive Officer)
 
November 26, 2008
*John A. Kraeutler
 
/s/ Melissa A. Lueke
 
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
 
November 26, 2008
*Melissa A. Lueke
 
/s/ James A. Buzard
 
Director
 
November 26, 2008
*James A. Buzard
 
/s/ Gary P. Kreider
 
Director
 
November 26, 2008
*Gary P. Kreider
 
/s/ David C. Phillips
 
Director
 
November 26, 2008
*David C. Phillips
 
/s/ Robert J. Ready
 
Director
 
November 26, 2008
*Robert J. Ready