<PAGE>
As filed with the Securities and Exchange Commission on December
28, 1995.
Registration No. 33-__________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
Incorporated MERIDIAN DIAGNOSTICS, INC. I.R.S. Employer
Under the Laws 3471 RIVER HILLS DRIVE Identification No.
of Ohio CINCINNATI, OHIO 45244 31-0888197
_________________________________
MERIDIAN DIAGNOSTICS, INC.
SAVINGS AND INVESTMENT PLAN
Robert E. Coletti, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
To Be To Be Price Offering Registra-
Registered Registered Per Share Price tion Fee
___________ _________ _________ _________ _________
Common 150,000* $10.6875** $1,603,125** $553.00***
Stock, Shares
No par
value*
_________________________________________________________________
* This Registration Statement is filed for up to 150,000
shares of Common Stock issuable pursuant to the Meridian
Diagnostics, Inc. Savings and Investment Plan (the "Plan").
In addition, this Registration Statement also covers an
indeterminate amount of interests offered or sold pursuant
to the Plan.
** Estimated solely for purposes of calculating registration
fee.
*** Registration fee has been calculated pursuant to Rule 457(h)
based on the average of the high and low prices of the
Common Stock quoted on The NASDAQ Stock Market on December
26, 1995 of $10.6875 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Meridian Diagnostics, Inc.
(the "Company" or the "Registrant") with the Securities and
Exchange Commission are incorporated herein by reference and made
a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995.
2. The description of the Company's Common Stock contained
in a Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on August 15, 1986
and amended August 20, 1986.
All reports and other documents subsequently filed by the
Company pursuant to Section 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
The legality of the Common Stock offered hereby will be
passed upon for the Company by Keating, Muething & Klekamp, 1800
Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.
Gary P. Kreider, a Director of the Company, is a partner of
Keating, Muething & Klekamp. Attorneys of Keating, Muething &
Klekamp own 30,135 shares of the Company's Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio General Corporation Law
allows indemnification by Meridian Diagnostics, Inc. to any
person made or threatened to be made a party to any proceedings,
other than a proceeding by or in the right of Meridian
Diagnostics, Inc., by reason of the fact that he is or was a
director, officer, employee or agent of Meridian Diagnostics,
Inc., against expenses, including judgments 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 Meridian Diagnostics,
Inc., 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 Meridian Diagnostics, Inc., 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 Meridian
Diagnostics, Inc., unless deemed by the court. The right to
indemnification is mandatory in the case of a director or
officer who is wholly-successful on the merits. Permissive
indemnification is to be made by a court of competent
jurisdiction, the majority vote of a quorum of disinterested
directors, the written opinion of independent counsel or by the
shareholders.
The Company's Code or Regulations provides that the Company
shall indemnify such persons to the fullest extent permitted by
law.
The Registrant maintains director and officer liability
insurance which provides coverage against certain liabilities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See the Index to Exhibits included herewith.
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 and (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) shall not apply
<PAGE>
if the information required to be included in a post-effective
amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this 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 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.
<PAGE>
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 December 27, 1995.
MERIDIAN DIAGNOSTICS, INC.
By: /S/ William J. Motto
__________________________
William J. Motto, Chairman
of the Board and 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. The
persons whose names are marked with an asterisk (*) below hereby
designate William J. Motto or John A. Kraeutler as Attorney-In-
Fact to sign all amendments, including any post-effective
amendments, to this Registration Statement.
Signature Capacity Date
/s/ William J. Motto Chairman of the December 27, 1995
____________________ Board of Directors,
William J. Motto Chief Executive
Officer (Principal
Executive Officer)
/s/ John A. Kraeutler President, Chief December 27, 1995
____________________ Operating Officer
John A. Kraeutler
/s/ Gary P. Kreider Director December 27, 1995
____________________
Gary P. Kreider
/s/ Robert J. Ready Director December ___, 1995
____________________
Robert J. Ready
/s/ Jerry L. Ruyan Secretary and Di- December 27, 1995
____________________ rector
Jerry L. Ruyan
<PAGE>
Director December 27, 1995
/s/ James A. Buzard
____________________
*James A. Buzard
/s/ Gerard Blain Vice President, December 27, 1995
____________________ Chief Financial
Gerard Blain Officer and Trea-
surer (Principal
Accounting Officer
and Principal Fi-
nancial Officer)
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Plan Administrative Committee has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio on December 27, 1995.
MERIDIAN DIAGNOSTICS, INC.
SAVINGS AND INVESTMENT PLAN
By:/s/ James A. Buzard
___________________________
James A. Buzard, Chairman
of the Administrative
Committee
EXHIBIT INDEX
Exhibit No. Description Page
__________ ___________ ____
4 First Amendment to the Filed herewith
Meridian Diagnostics, Inc.
Savings and Investment Plan
5 Opinion of Keating, Muething Filed herewith
& Klekamp
23.1 Consent of Arthur Andersen Filed herewith
LLP
23.2 Consent of Keating, Muething Included in
& Klekamp Exhibit 5
24 Power of Attorney (included Filed herewith
on signature page)
<PAGE>
FACSIMILE (513) 579-6957
December 27, 1995
Direct Dial: (513) 579-6560
Meridian Diagnostics, Inc.
3471 River Hills Drive
Cincinnati, Ohio 45244
Gentlemen:
We serve as your general counsel and are familiar with your
Articles of Incorporation, Code of Regulations and corporate
proceedings generally. We have reviewed the corporate records as
to the establishment of the Meridian Savings and Investment Plan
which calls for the issuance of shares of Common Stock to employ-
ees of the Company. Based solely upon such examination and
considerations, we are of the opinion:
1. That Meridian Diagnostics, Inc. is a duly organized and
validly existing corporation under the laws of Ohio; and
2. That the Company has taken all necessary and required
corporate actions in connection with the proposed issuance of up
to 150,000 shares of Common Stock pursuant to the Meridian
Savings and Investment Plan and the Common Stock, when issued and
delivered, will be validly issued, fully paid and non-assessable
shares of Common Stock of the Company free of any claim of pre-
emptive rights.
We hereby consent to be named in the Registration Statement
and the Prospectus part thereof as the attorneys who have passed
upon legal matters in connection with the issuance of the afore-
said Common Stock and to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP
BY:/s/ Paul V. Muething
________________________
Paul V. Muething
rjh
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated November 10, 1995 included or incorporated by
reference in Meridian Diagnostics, Inc.'s Form 10-K for the year
ended September 30, 1995 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
December 27, 1995
<PAGE>
FIRST AMENDMENT
TO THE
MERIDIAN DIAGNOSTICS, INC.
SAVINGS AND INVESTMENT PLAN
(Restatement Effective May 1, 1994)
WHEREAS, Meridian Diagnostics, Inc. (the "Company") sponsors
the Meridian Diagnostics, Inc. Savings and Investment Plan (the
"Plan"); and
WHEREAS, the Company wants to add an employer stock fund to
the Plan;
NOW THEREFORE, effective as of January 1, 1996, the Plan is
amended as follows:
1. Section 4.02 Investment of Accounts shall be revised to
provide:
4.02. Investment of Accounts
The Trustee shall create and maintain the Meridian
Stock Fund consisting of Meridian Stock and cash or cash
equivalents needed to meet the obligations of such fund or
for the purchase of Meridian Stock. The Plan Administrator
will direct the Trustee to create and maintain three or more
additional investment funds according to investment criteria
established by the Plan Administrator. The Plan Administra-
tor has the right to direct the Trustee to merge or modify
any existing investment funds (other than the Meridian Stock
Fund), or to create additional investment funds.
Each Participant has the right to direct, in multiples
of five percentage points, that his Account and contribu-
tions be invested in one or more investment funds.
A Participant may make or change an investment direc-
tion as of the first day of a quarter of the Plan Year by
submitting an instruction in a way prescribed by the Plan
Administrator, at least 30 days in advance (or such greater
or lesser period as the Plan Administrator may establish for
purposes of administrative convenience). An investment
instruction must be accompanied by the payment of a reason-
able charge established by the Plan Administrator to defray
the administrative expense of processing the investment
direction.
<PAGE>
No more than $500,000 of a Participant's Rollover
Account may be invested in the Meridian Stock Fund.
2. Section 4.03 Investment in Meridian Stock, Section 4.04
Voting Meridian Stock and Section 4.05 Tender Offers shall be
added to provide:
4.03 Investment in Meridian Stock
One of the purposes of the Plan is to provide
Participants with ownership interests in the Employer, and
to the extent practicable, all available assets of the
Meridian Stock Fund shall be used to purchase Meridian
Stock, which shall be held by the Trustee until distribution
or sale for distribution of cash to Participants or Benefi-
ciaries or until disposition is required to implement chang-
es in investment designations. Up to 100% of the Trust Fund
may be invested in Meridian Stock as a result of the opera-
tion of this section.
Except to the extent necessary to comply with Federal
and state law, the Plan Administrator is responsible for
establishing procedures to safeguard the confidentiality of
information relating to Participants' investment directions
into or out of the Meridian Stock Fund and the exercise of
tender or similar rights with respect to Meridian Stock in
the Plan. The Plan Administrator will appoint an indepen-
dent fiduciary to carry out this responsibility in any
situation which the Plan Administrator determines involves a
potential for undue Employer influence upon Participants
with regard to the exercise of shareholder rights.
4.04. Voting Meridian Stock
Each Participant will be entitled to direct the manner
in which any Meridian Stock held in his Account will be
voted or not voted. The Plan Administrator will establish
procedures for the notification of Participants of matters
on which a vote is to be taken and for the giving of voting
directions. The Plan Administrator will have the power to
direct the Trustee in the voting of Meridian Stock when no
direction is given by a Participant. In the absence of
directions from the Participant and the Plan Administrator,
the Trustee will not vote Meridian Stock.
4.05. Tender Offers
Each Participant shall have the sole right to direct
the Trustee as to the manner in which to respond to a tender
<PAGE>
or exchange offer for Meridian Stock allocated to such
Participant's Account. The Plan Administrator shall use its best
efforts to notify or cause to be notified each Participant of any
tender or exchange offer to holders generally of Meridian Stock,
together with appropriate forms for directing the Trustee as to
the manner in which to respond to such tender or exchange offer.
Upon timely receipt of directions from a Participant, the Trustee
shall respond to the tender or exchange offer in accordance with,
and only in accordance with, such directions. If the Trustee
does not receive timely directions from a Participant under this
section, the Trustee shall not tender, sell, convey or transfer
any Meridian Stock allocated to a Participant's Account in
response to any tender or exchange offer.
The Trustee will respond to a tender or exchange offer
as to unallocated Meridian Stock as directed by a committee,
duly constituted under the Code of Regulations of the Em-
ployer, made up of members of the Board of Directors who are
not Employees, officers or 5% shareholders of the Employer.
If no such direction is received, or if no members of the
Board of Directors are not Employees, officers or 5% share-
holders of the Employer, the Trustee shall respond to a
tender or exchange offer as to unallocated Meridian Stock in
such manner as the Trustee shall determine in its sole
discretion.
3. Paragraph (c) of Section 5.02 Method of Adjustment shall be
revised to provide:
(c) Earnings and losses of the Trust Fund will be
allocated to the Participant's Account according to the
Participant's adjusted Account and the portion of the
Participant's Account invested in an investment fund.
4. Paragraph (c) of Section 11.01 Method of Payment shall be
revised to provide:
(c) Optional Forms. A Participant may elect, subject
to the provisions of paragraph (b), on forms provided by the
Plan Administrator, to receive his benefit under the Plan in
any one of the following methods of payment:
(i) a cash lump sum;
(ii) a lump sum consisting of: (A) the greatest
whole number of shares of Meridian Stock
which can be distributed on the basis of the
portion of the Participant's vested Account
<PAGE>
balance invested in the Meridian Stock Fund;
(B) where administratively practicable, the
greatest whole number of shares of each of
the other investment funds which can be
distributed on the basis of the portion
of the Participant's vested Account
balance invested in each of the other
investment funds; and (C) cash for any
fractional shares and for the portion of the
Participant's vested Account balance
invested in any investment funds where
distribution of shares is not
administratively practicable;
(iii) periodic cash installments over a period
of time to be elected by the
Participant;
(iv) an annuity for the life of the Participant;
or
(v) an immediate annuity for the life of the
Participant with a survivor annuity for the
life of the Participant's Beneficiary which
is equal to 50%, 75% or 100% of the amount of
the annuity which is payable during the joint
lives of the Participant and his Beneficiary.
5. Section 13.02 Trustee's Responsibilities Regarding Meridian
Stock shall be added to the Plan to provide:
13.02. Trustee's Responsibilities Regarding Meridian
Stock
The Trustee may purchase and sell Meridian Stock for
the Plan wherever Meridian Stock is traded, in the over-the-
counter market or in negotiated transactions. The Trustee
shall not actively manage the Meridian Stock Fund. Meridian
Stock shall be systematically purchased or sold by the
Trustee, pursuant to Participants' directions, as soon as
administratively practicable after the Trustee receives
contributions and/or the dates as of which Participants are
permitted to change investment directions under the Plan.
All transactions in Meridian Stock will be at the then
current market price as quoted on the exchange or quotation
system where Meridian Stock is traded. Neither the Employer
nor any of its Affiliates nor the Plan Administrator may
exercise any control or influence over the times when, or
the prices at which, shares of Meridian Stock are purchased
or sold by the Trustee, the amount of Meridian Stock to be
purchased or sold, the manner in which purchases or sales
are made, or the selection of the broker or dealer through,
from or to whom the purchases or sales are executed or made.
6. The following definitions shall be added to Section 21
Definitions:
"Meridian Stock" means stock or other securities of the
Employer permitted to be held by the Plan under the Employee
Retirement Income Security Act of 1974 and the Code.
"Meridian Stock Fund" means the investment fund
consisting of Meridian Stock and cash or cash equivalents
needed to meet the obligations of such fund or for the
purchase of Meridian Stock.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed the _____ day of ___________________, 19____.
MERIDIAN DIAGNOSTICS, INC.
By: ___________________________
Name (Print): _________________
Title:_________________________
