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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MERIDIAN DIAGNOSTICS, INC.
(Exact name of Registrant as specified in its charter)
OHIO 31-0888197
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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)
Edward E. Steiner, Esq.
Keating, Muething & Klekamp
1800 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6468
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
Patrick G. Quick, Esq.
Foley & Lardner
Firstar Center
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. / /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /x/ 333-2613
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
TITLE OF SHARES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM
REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE (1) AMOUNT OF REGISTRATION FEE
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, WITHOUT PAR VALUE 115,000 $10.0625 $1,157,188 $400
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</TABLE>
(1) ESTIMATED PURSUANT TO RULE 457(C) UNDER THE SECURITIES ACT OF 1933 SOLELY
FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE.
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THIS REGISTRATION STATEMENT ON FORM S-3 IS BEING FILED BY MERIDIAN
DIAGNOSTICS, INC. PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT OF 1933. THE
CONTENTS OF REGISTRATION STATEMENT NUMBER 333-2613, INCLUDING EACH AMENDMENT
THERETO, ARE HEREBY INCORPORATED HEREIN BY REFERENCE.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and 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, as of the 14th day of May,
1996.
MERIDIAN DIAGNOSTICS, INC.
By: Gerard Blain
-------------------------------------------------
Gerard Blain
Vice President and Chief Financial 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.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
* Chairman of the Board and May __, 1996
- - ------------------------------------------------ Chief Executive Officer
William J. Motto (Principal Executive Officer)
Gerard Blain Vice President, Chief May 14, 1996
- - ------------------------------------------------ Financial Officer and
Gerard Blain Treasurer (Principal
Financial Officer and
Principal Accounting Officer)
* Director May __, 1996
- - ------------------------------------------------
Jerry L. Ruyan
* Director May __, 1996
- - ------------------------------------------------
James A. Buzard
* Director May __, 1996
- - ------------------------------------------------
Gary P. Kreider
* Director May __, 1996
- - ------------------------------------------------
Robert J. Ready
*By:Gerard Blain Attorney in Fact** May 14, 1996
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Gerard Blain
</TABLE>
**By power of attorney filed with Registration Statement No. 333-2613.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Descriptions
- - ----------- ------------
<S> <C>
5 --- Opinion of Keating, Muething & Klekamp
23.1 --- Consent of Arthur Andersen LLP
23.2 --- Consent of Keating, Muething & Klekamp (included in Exhibit 5)
24 --- Power of Attorney (Filed with Registration Statement No. 33-2613)
</TABLE>
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[LETTERHEAD OF KEATING, MUETHING & KLEKAMP]
FACSIMILE (513) 579-6956
May 14, 1996
Direct Dial: (513) 579-6468
EXHIBIT 5
Meridian Diagnostics, Inc.
3471 River Hills Drive
Cincinnati, Ohio 45246
Gentlemen:
We have examined the corporate records and proceedings of Meridian
Diagnostics, Inc. (the "Corporation") with respect to:
1. The organization of the Corporation; and
2. The legal sufficiency of all corporate proceedings of the
Corporation in connection with the creation and issuance of all of the present
outstanding and issued shares of Common Stock, no par value, of the Corporation
(the "Common Stock").
Based upon such examination, we are of the opinion:
1. That the Corporation is a duly organized and validly existing
corporation in good standing under the laws of the State of Ohio; and
2. That the 100,000 shares of Common Stock, plus up to 15,000
which may be sold pursuant to an over-allotment option, all of which are being
sold by the selling shareholder are duly authorized, legally issued, fully paid
and non-assessable shares of Common Stock free of any claim of pre-emptive
rights.
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We hereby consent to be named in the Registration Statement and the
Prospectus part thereof as the attorneys who will pass upon legal matters in
connection with the aforesaid shares of Common Stock and to the filing of this
opinion as an exhibit to the Registration Statement, and furthermore consent to
all references made to this firm in the Registration Statement.
Yours truly,
KEATING, MUETHING & KLEKAMP
BY: /s/ Edward E. Steiner
--------------------------
Edward E. Steiner
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
Registration Statement.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
May 13, 1996
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