As filed with the Securities and Exchange Commission on December 30, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Incorporated MERIDIAN DIAGNOSTICS, INC. I.R.S. Employer
Under the Laws 3471 RIVER HILLS DRIVE Identification No.
of Ohio CINCINNATI, OHIO 45244 31-0888197
(513) 271-3700
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1996 STOCK OPTION PLAN
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Robert E. Coletti, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6560
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
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Common Stock, 200,000 $12.3125 $2,462,500 $747
No par value Shares
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(1) This Registration Statement is filed for up to 200,000 shares issuable upon
the exercise of options granted pursuant to the 1996 Stock Option Plan.
(2) Estimated solely for purposes of calculating registration fee.
(3) Registration fee has been calculated pursuant to Rule 457(h) based on the
average of the high and low prices of the Common Stock as reported on The Nasdaq
Stock Market on December 24, 1996 of $12.3125 per share.
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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") 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, 1996.
2. The description of the Company's Common Stock contained
in the 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 filed by the Company
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
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.
Attorneys of Keating, Muething & Klekamp beneficially own 33,096
shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio General Corporation Law
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 judgments and fines,
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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 determined by
the court. The right to indemnification is mandatory in the case
of a director or officer who is successful on the merits or
otherwise in defense of any action, suit or proceeding or any
claim, issue or matter therein. 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 Registrant's Code of Regulations provides that the
Registrant 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
*Exhibit 4 1996 Stock Option Plan (incorporated by
reference to the Company's Form 10-K for the
Fiscal Year Ended September 30, 1996,
filed December 26, 1996).
Exhibit 5 Opinion of Keating, Muething & Klekamp.
Exhibit 23.1 Consent of Keating, Muething & Klekamp
(contained on Exhibit 5).
Exhibit 23.2 Consent of Arthur Andersen LLP.
Exhibit 24 Power of Attorney (contained on the
signature page).
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*Incorporated by reference as indicated.
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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
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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.
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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 30, 1996.
MERIDIAN DIAGNOSTICS, INC.
By: /s/ William J. Motto
DATE: December 30, 1996 _____________________________
William J. Motto
Chairman of the Board
of Directors 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. Persons
whose names are marked with an asterisk (*) below hereby
designate William J. Motto or Gerard Blain as their attorney-in-
fact to sign all amendments, including any post-effective amend
ments, to this Registration Statement.
Signature Capacity Date
*/s/ William J. Motto Chairman of the Board December 30,1996
- --------------------- of Directors and Chief
William J. Motto Executive Officer
(Principal Executive
Officer)
*/s/ Gerard Blain Vice President, December 30,1996
- --------------------- Secretary and Chief
Gerard Blain Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
*/s/James A. Buzard Director December 30,1996
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James A. Buzard
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*/s/ Gary P. Kreider Director December 30,1996
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Gary P. Kreider
*/s/ Robert J. Ready Director December 30,1996
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Robert J. Ready
*/s/ Jerry L. Ruyan Director December 30,1996
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Jerry L. Ruyan
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EXHIBIT 5
FACSIMILE (513) 579-6956
December 30, 1996
Direct Dial: (513) 579-6560
Meridian Diagnostics, Inc.
3471 River Hills Drive
Cincinnati, Ohio 45244
Dear Sir or Madam:
We serve as general counsel to Meridian Diagnostics, Inc.
(the "Company") and are familiar with its Articles of
Incorporation, Code of Regulations and corporate proceedings
generally. We have reviewed the corporate records as to the
establishment of the Company's 1996 Stock Option Plan which calls
for the issuance of up to 200,000 shares of Common Stock to
employees upon their exercise of options that may be granted to
them. Based upon such examination and considerations, we are of
the opinion:
1. That the Company is a duly organized and validly
existing corporation under the laws of the State of Ohio; and
2. That the Company has taken all necessary and required
corporate actions in connection with the proposed issuance of
200,000 shares of Common Stock and that Common Stock, when issued
and delivered, will be validly issued, fully paid and
non-assessable shares of Common Stock of the Company.
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
aforesaid Common Stock and to the filing of this opinion as an
exhibit to the Registration Statement.
Yours truly,
KEATING, MUETHING & KLEKAMP
BY: /s/ Robert E. Coletti
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Robert E. Coletti
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EXHIBIT 23.2
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 7, 1996 included or incorporated by
reference in Meridian Diagnostics, Inc.'s Form 10-K for the year
ended September 30, 1996, and to all references to our Firm
included in this Registration Statement.
Arthur Andersen, LLP
Cincinnati, Ohio
December 26, 1996
