Meridian Bioscience, Inc. 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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þ |
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
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o |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-8344
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A. |
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Full title of the plan and the address of the plan, if different from
that of the issuer named below: |
Meridian
Bioscience, Inc. Savings and Investment Plan
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B. |
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Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: |
Meridian Bioscience, Inc.
3471 River Hills Drive
Cincinnati, OH 45241
Meridian Bioscience, Inc. Savings and Investment Plan
Financial Statements
As of December 31, 2007 and 2006 and for the year ended December 31, 2007
Contents
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Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements: |
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Statements of Net Assets Available for Plan Benefits |
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2 |
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Statement of Changes in Net Assets Available for Plan Benefits |
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3 |
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Notes to Financial Statements |
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4 |
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Supplemental Schedule: |
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Schedule of Assets (Held At End of Year) |
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11 |
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Signature |
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12 |
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Exhibits |
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13 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Participants and Administrator
Meridian Bioscience, Inc. Savings and Investment Plan
We have audited the accompanying statements of net assets available for plan benefits of Meridian
Bioscience, Inc. Savings and Investment Plan (the Plan) as of December 31, 2007 and 2006 and for
the year ended December 31, 2007, and the supplemental schedule as of and for the year ended
December 31, 2007, as listed in the accompanying index. These financial statements and
supplemental schedule are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and
the changes in net assets available for plan benefits for the year ended December 31, 2007, in
conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at the end of year) is presented for
the purpose of additional analysis and is not a required part of the basic financial statements,
but is supplementary information required by the Department of Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Grant Thornton LLP
Cincinnati, Ohio
June 16, 2008
Meridian Bioscience, Inc. Savings and Investment Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
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2007 |
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2006 |
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ASSETS |
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Cash and cash equivalents |
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$ |
188 |
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$ |
252 |
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Investments, at fair value: |
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Common stock |
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132,997 |
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35,886 |
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Registered mutual funds |
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21,264,924 |
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19,515,315 |
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Common/collective trusts |
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2,033,572 |
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1,154,765 |
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Participant loans |
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408,368 |
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345,080 |
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Total investments |
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23,839,861 |
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21,051,046 |
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Receivables: |
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Participant contributions |
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36,020 |
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32,372 |
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Employer contributions |
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548,414 |
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518,102 |
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Total receivables |
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584,434 |
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550,474 |
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Employee contribution refunds payable |
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(50,276 |
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(12,474 |
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Net assets available for plan
benefits, at fair value |
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24,374,207 |
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21,589,298 |
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Adjustment from fair value to
contract value for interest in
common/collective trusts relating to
fully-benefit responsive investment
contracts |
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18,468 |
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21,932 |
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Net assets available for plan benefits |
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$ |
24,392,675 |
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$ |
21,611,230 |
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The accompanying notes are an integral part of these statements.
Meridian Bioscience, Inc. Savings and Investment Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended December 31, 2007
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Additions to net assets attributed to: |
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Participant contributions |
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$ |
1,672,825 |
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Employer contributions |
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1,119,996 |
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Rollover contributions |
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131,310 |
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Dividend and interest income |
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2,330,353 |
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Total additions |
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5,254,484 |
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Deductions from net assets attributed to: |
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Benefit payments |
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1,777,859 |
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Net depreciation in fair value of investments |
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634,424 |
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Deemed distributions of participant loans |
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54,936 |
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Administrative expenses |
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5,820 |
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Total deductions |
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2,473,039 |
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Net increase |
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2,781,445 |
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Net assets available for plan benefits: |
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Beginning of year |
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21,611,230 |
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End of year |
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$ |
24,392,675 |
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The accompanying notes are an integral part of these statements.
NOTE A DESCRIPTION OF PLAN
The following description of the Meridian Bioscience, Inc. Savings and Investment Plan, (the
Plan), is provided for general information purposes only. Participants should refer to the
Plan document for a more complete description of the Plans provisions.
1. General
The Plan is a defined contribution plan covering all employees of Meridian Bioscience, Inc. and
its domestic subsidiaries (the Company) who have met certain service requirements as defined
in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA), as amended.
2. Participation
Employees become eligible for participation in the Plan on their hire date.
3. Trustee
Merrill Lynch Trust Company, FSB (Trustee) is designated as the trustee of the Plan and
invests and holds all contributions made to the Plan.
4. Contributions
Effective April 1, 2007, eligible employees may elect a combination of pre-tax and Roth
contributions of up to 100% of their annual earnings through salary deductions (Deferred
Contribution), subject to the annual contribution limit of $15,500, as defined by the Internal
Revenue Code. Participants over the age of 50 may contribute up to an additional $5,000.
Participants may also contribute amounts representing distributions from other qualified plans.
Prior to April 1, 2007, eligible employees could elect only pre-tax contributions subject to the
limits described above. Also effective April 1, 2007, employees are automatically enrolled in
the plan upon becoming eligible, with contributions set at 3%. The Company makes matching
contributions equal to 100% of the first 3% of each participants Deferred Contribution for
employees who have met the eligibility requirements for such matching contributions. In
addition, the Company makes, at its discretion, an employer profit sharing contribution. The
Company elected to make profit sharing contributions of $534,500 and $504,690 for the 2007 and
2006 plan years, respectively.
5. Participant Accounts
Each participants account is credited with the participants contributions and an allocation of
the Companys contributions and the plan earnings thereon. Allocations of the Companys profit
sharing contributions are based on participants wages and Plan earnings are allocated based on
account balances, as defined.
NOTE A DESCRIPTION OF PLAN (continued)
6. Vesting
Participants are immediately vested in their voluntary contributions and actual earnings
thereon. Vesting in the Companys contributions plus actual earnings thereon is based on years
of continuous service as follows:
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Years of Service |
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Vesting Percentage |
Less than 1 year |
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0 |
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1 year |
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20 |
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2 years |
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40 |
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3 years |
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60 |
% |
4 years |
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80 |
% |
5 years |
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100 |
% |
7. Participant Loans
Participants may borrow from their fund accounts up to the lesser of $50,000 or 50% of their
vested account balance. Loan terms range from 1-5 years, or longer for the purchase of a
primary residence. The loans are collateralized by the balance in the participants account and
bear interest at a rate commensurate with local prevailing rates as determined quarterly by the
Plan administrator. Interest rates on new loans ranged from 8.50% to 9.25% during the 2007 Plan
year. Principal and interest are paid ratably through monthly payroll deductions.
8. Payment of Benefits
Upon termination of employment due to death, disability or retirement, a participant may elect
to receive (a) an annuity; (b) installments payable in cash or in kind (rollover to another
eligible fund), or part cash and part in kind over a period not to exceed participants life
expectancy; or (c) a single lump sum payment in cash or in kind, or part in cash and part in
kind. For termination of employment due to other reasons, a participant may receive the value
of the vested interest in his or her account as a lump-sum distribution. Terminated
participants with vested account balances greater than $5,000 may elect to leave their accounts
in the Plan for an indefinite period of time.
9. Expenses of the Plan
The Company pays certain expenses of the Plan and provides certain administrative services at no
cost to the Plan. If not paid by the Company, administrative expenses become a liability of the
Plan.
10. Forfeitures
In the event that a participant terminates employment prior to 100% vesting, the portion of
employer contributions which is not vested is forfeited at that time. The forfeited amounts are
used to reduce future employer contributions. At December 31, 2007 and 2006 there were $16,620
and $3,724, respectively, of forfeited nonvested accounts. During 2007, $2,288 was used to
reduce employer contributions.
NOTE A DESCRIPTION OF PLAN (continued)
11. Investment Options
The Plan allows participants to elect how their contributions and the Companys contributions
will be directed among investment fund options based upon the individual investment objectives
of the participants. Participants automatically enrolled in the Plan upon eligibility are
directed to the Merrill Lynch Retirement Preservation Trust Fund. Participants can make changes
to this designation at their discretion based upon available investment funds within the Plan.
The common stock held by the plan is an investment directly in the Companys common stock.
NOTE B SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
2. Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of net assets available for plan benefits as of the date of the
financial statements and the reported amounts of changes in net assets available for plan
benefits during the reporting period. Actual results could differ from those estimates.
3. Investment Valuation and Income Reporting
The Plans investments are stated at fair value. Quoted market prices in an active market are
used to value investments other than participant loans and the collective trusts. Shares of
mutual funds are valued at the net asset value of shares held by the Plan at year-end.
Participant loans are valued at their outstanding balances, which approximate fair value. The
Plans interest in the collective trust is valued based on information reported by the
investment advisor using the audited financial statements of the collective trust at year-end.
Meridian Bioscience, Inc. common stock is traded on a national securities exchange and is valued
at the last reported sales price on the last business day of the Plan year.
Purchases and sales of investments are recorded on the trade date. Gains and losses on the sale
of investments are calculated using the specific identification method. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The Plan
presents in the statement of changes in net assets available for plan benefits the net
appreciation or depreciation in the fair value of its investments, which consists of realized
gains and losses and unrealized gains and losses on those investments.
4. Payment of Benefits
Benefits are recorded when paid.
NOTE B SIGNIFICANT ACCOUNTING POLICIES (continued)
5. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statement of net assets available
for Plan benefits.
6. Fully-Benefit Responsive Investment Contracts held in Common/Collective Trusts
The Company accounts for investment contracts held by the Plan according to Financial Accounting
Standards Board Staff Position, FSP AAG INV-1 and SOP 94-1-1, Reporting of Fully-Benefit
Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the
FSP). As described in the FSP, investment contracts held by a defined-contribution plan are
required to be reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a defined-contribution
plan attributable to fully-benefit responsive investment contracts because contract value is the
amount participants would receive if they were to initiate permitted transactions under the
terms of the Plan. The Plan invests in investment contracts through the Merrill Lynch
Retirement Preservation Trust. The Statements of Net Assets Available for Plan Benefits, as of
December 31, 2007 and December 31, 2006, present the fair value of the investment in the
common/collective trust as well as the adjustment of the investment in the common/collective
trust from fair value to contract value relating to investment contracts. The Statement of
Changes in Net Assets Available for Benefits is prepared on a contract value basis.
NOTE C INVESTMENTS
The following investments represent 5% or more of the Plans net assets:
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2007 |
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2006 |
American Funds Washington Mutual Investors Fund |
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$ |
4,094,995 |
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$ |
4,091,657 |
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Blackrock Value Opportunities Fund |
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2,963,466 |
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2,983,507 |
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Blackrock Basic Value Fund |
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2,709,228 |
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2,767,712 |
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American Funds Euro Pacific Growth Fund |
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2,751,288 |
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2,325,527 |
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ML Retirement Preservation Trust** |
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2,052,040 |
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1,176,697 |
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American Funds Bond Fund of America |
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1,621,362 |
|
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1,414,285 |
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Blackrock Fundamental Growth Fund |
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1,517,985 |
|
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1,183,689 |
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Blackrock Small/Mid Cap Growth Fund |
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1,472,550 |
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|
1,225,988 |
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** |
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The fair values of the fund were $2,033,572 and $1,154,765 at December 31, 2007 and 2006,
respectively. |
NOTE C INVESTMENTS (continued)
During 2007, the Plans investments (including gains and losses on investments bought and sold,
as well as held during the year) appreciated (depreciated) in value as follows:
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Common stock |
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$ |
60,634 |
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Registered mutual funds |
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(695,058 |
) |
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$ |
(634,424 |
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NOTE D TAX STATUS
The Internal Revenue Service has determined and informed the Company, which uses the Prototype
Plan (FFN: 50339810002-004), by a letter dated June 4, 2002, that the Plan and related trust
are designed in accordance with applicable sections of the Internal Revenue Code (IRC).
Although the Plan has been amended since receiving the determination letter, the plan
administrator believes that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
NOTE E PRIORITIES UPON TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event the Plan is terminated, participants will become 100% vested in their
accounts.
NOTE F PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments held during the years ended December 31, 2007 and 2006 include shares
of the Companys common stock and shares of mutual funds managed by the Trustee and therefore,
these transactions qualify as party-in-interest transactions. No fees were paid by the Plan in
2007 for investment management services.
NOTE G RECONCILIATION TO FORM 5500
As of December 31, 2007, the Plan invests in a common/collective trust that is included in net
assets available for plan benefits at contract value, but is stated at fair value in the Plans
Form 5500.
The following is a reconciliation of net assets available for plan benefits per the financial
statements to the Form 5500 as of December 31, 2007:
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Net assets available for plan benefits per the financial statements |
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$ |
24,392,675 |
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Less: Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
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(18,468 |
) |
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Net assets available for plan benefits per the Form 5500 |
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$ |
24,374,207 |
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NOTE G RECONCILIATION TO FORM 5500 (continued)
The following is a reconciliation of net assets available for plan benefits per the financial
statements to the Form 5500 as of December 31, 2006:
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Net assets available for plan benefits per the financial statements |
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$ |
21,611,230 |
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Less: Accrued benefit payments |
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|
(6,030 |
) |
Less: Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
|
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(21,932 |
) |
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Net assets available for plan benefits per the Form 5500 |
|
$ |
21,583,268 |
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The following is a reconciliation of total additions per the statement of changes in net assets
available for plan benefits to total income on the Form 5500 for the year ended December 31,
2007:
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Total additions per the financial statements |
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$ |
5,254,484 |
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Add: Classification of corrective distributions |
|
|
50,378 |
|
Add: Net adjustment from contract value to fair value for
fully-benefit responsive investment contracts |
|
|
3,464 |
|
Less: Classification of depreciation of fair value of investments |
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|
(634,424 |
) |
|
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Total income per the Form 5500 |
|
$ |
4,673,902 |
|
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|
The following is a reconciliation of total deductions per the statement of changes in net assets
available for plan benefits to total expenses on the Form 5500 for the year ended December 31,
2007:
|
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|
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Total deductions per the financial statements |
|
$ |
2,473,039 |
|
Add: Classification of corrective distributions |
|
|
50,378 |
|
Less: Classification of depreciation of fair value of investments |
|
|
(634,424 |
) |
Less: Benefit payments accrued in 2006 on the Form 5500 |
|
|
(6,030 |
) |
|
|
|
|
Total deductions per the Form 5500 |
|
$ |
1,882,963 |
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Meridian Bioscience, Inc. Savings and Investment Plan
EIN 31-0888197 Plan No 001
FORM 5500, SCHEDULE H, PART IV, LINE 4i-
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2007
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(a) |
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(b) |
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(c) |
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(d) |
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Desciption of |
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Investment |
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including maturity |
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date, rate of |
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interest, collateral, |
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par or maturity |
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Current |
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Identity of issuer, borrower, lessor, or similar party |
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value |
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Cost |
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value |
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Registered Mutual Funds |
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|
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|
|
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|
|
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|
|
|
|
|
American Funds Balanced Fund |
|
20,448 shares |
|
|
** |
|
|
$ |
393,428 |
|
|
|
|
|
American Funds Bond Fund of America |
|
124,147 shares |
|
|
** |
|
|
|
1,621,362 |
|
|
|
|
|
American Funds Euro Pacific Growth Fund |
|
54,960 shares |
|
|
** |
|
|
|
2,751,288 |
|
|
|
|
|
American Funds Growth Fund of America |
|
33,016 shares |
|
|
** |
|
|
|
1,106,699 |
|
|
|
|
|
American Funds Washington Mutual
Investors Fund |
|
122,348 shares |
|
|
** |
|
|
|
4,094,995 |
|
|
|
|
|
Delaware Emerging Markets Fund |
|
31,264 shares |
|
|
** |
|
|
|
537,744 |
|
|
|
|
|
Evergreen Small Cap Fund |
|
21,484 shares |
|
|
** |
|
|
|
394,011 |
|
|
* |
|
|
Blackrock Fundamental Growth Fund |
|
65,094 shares |
|
|
** |
|
|
|
1,517,985 |
|
|
* |
|
|
Blackrock Small/Mid Cap Growth Fund |
|
103,482 shares |
|
|
** |
|
|
|
1,472,550 |
|
|
* |
|
|
Blackrock Basic Value Fund |
|
91,374 shares |
|
|
** |
|
|
|
2,709,228 |
|
|
* |
|
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Blackrock Global Allocation Fund |
|
19,657 shares |
|
|
** |
|
|
|
388,813 |
|
|
* |
|
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Blackrock Value Opportunities Fund |
|
146,561 shares |
|
|
** |
|
|
|
2,963,466 |
|
|
|
|
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PIMCO Total Return |
|
60,295 shares |
|
|
** |
|
|
|
644,557 |
|
|
|
|
|
Templeton Foreign Fund |
|
53,418 shares |
|
|
** |
|
|
|
668,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total registered mutual funds |
|
|
|
|
|
|
|
|
|
|
21,264,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common/Collective Trusts |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
ML Ret Preservation Trust |
|
2,052,040 shares |
|
|
** |
|
|
|
2,033,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common/collective trusts |
|
|
|
|
|
|
|
|
|
|
2,033,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
Common Stock Meridian Bioscience, Inc. |
|
4,421 shares |
|
|
** |
|
|
|
132,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rates ranging
from 5.00% to
10.50%, maturing |
|
|
|
|
|
|
|
|
|
* |
|
|
Participant Loans |
|
through 2014 |
|
|
|
|
|
|
408,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets held for investment purposes |
|
|
|
|
|
|
|
|
|
$ |
23,839,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Indicates party-in-interest. |
|
** |
|
Cost of asset is not required to be disclosed as investment is participant-directed. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
Meridian Bioscience, Inc. Savings and
Investment Plan
|
|
Date: June 27, 2008 |
By: |
/s/ Melissa Lueke
|
|
|
|
Melissa Lueke |
|
|
|
Vice President Finance, Chief
Financial Officer |
|
INDEX TO EXHIBITS
|
|
|
Exhibit No. |
|
Description |
|
|
|
23.1
|
|
Consent of Grant Thornton LLP |