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<TITLE>LUMINEX CORPORATION - FORM S-8</TITLE>
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<P align="center" style="font-size: 10pt">As filed with Securities and Exchange Commission on September&nbsp;2, 2004



<P align="right" style="font-size: 10pt">Registration No.&nbsp;333- ____


<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>


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<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<DIV align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>


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<P align="center" style="font-size: 24pt"><B>LUMINEX CORPORATION</B>




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<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</DIV>

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<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="65%">
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    <TD align="center" valign="top">Delaware
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">72-2747608</TD>
</TR>

<TR style="font-size: 1px">
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification No.)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">of incorporation or organization)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
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<P align="center" style="font-size: 10pt">12212 Technology Blvd., Austin, Texas 78727




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<DIV align="center" style="font-size: 10pt">(Address of principal executive offices) (Zip Code)
</DIV>


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<P align="center" style="font-size: 10pt"><B>LUMINEX CORPORATION<BR>
BALTHROP NON-QUALIFIED STOCK OPTION AGREEMENT</B>




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<DIV align="center" style="font-size: 10pt">(Full title of the Plan)
</DIV>


<P align="center" style="font-size: 10pt">David S. Reiter<BR>
Vice President, General Counsel<BR>
and Corporate Secretary<BR>
Luminex Corporation<BR>
12212 Technology Boulevard<BR>
Austin, Texas 78727




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<DIV align="center" style="font-size: 10pt">(Name and address of agent for service)
</DIV>


<P align="center" style="font-size: 10pt">(512)&nbsp;219-8020




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<DIV align="center" style="font-size: 10pt">(Telephone number, including area code, of agent for service)
</DIV>


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<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


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    <TD width="21%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Title of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price Per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>to be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered(1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B><HR size="1" noshade></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">500,000 shares</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">9.36</TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,680,000.00</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">592.96</TD>
    <TD>&nbsp;</TD>
</TR>

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<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Pursuant to Rule 416(a) under the Securities Act, this registration
statement includes an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, based upon the price at which such options
may be exercised.</TD>
</TR>

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<P align="center" style="font-size: 10pt">&nbsp;
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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">PART II</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">POWER OF ATTORNEY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="g90823exv5w1.txt">EX-5.1 OPINION OF BASS, BERRY & SIMS PLC</A></TD></TR>
<TR><TD colspan="9"><A HREF="g90823exv23w1.txt">EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</A></TD></TR>
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<DIV align="left"><A NAME="000"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART I</B>


<DIV align="center" style="font-size: 10pt"><B>Information Required In The
Section&nbsp;10(a) Prospectus</B></DIV>



<P align="left" style="font-size: 10pt">Item&nbsp;1. Plan Information



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information required by Part&nbsp;I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule&nbsp;428 under the Securities Act of 1933, as amended (&#147;Securities Act&#148;), and
the Note to Part&nbsp;I of Form S-8.


<P align="left" style="font-size: 10pt">Item&nbsp;2. Registration Information and Employee Plan Annual Information.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information required by Part&nbsp;I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule&nbsp;428 under the Securities Act and the Note to Part&nbsp;I of Form S-8.

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<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II</B>


<DIV align="center" style="font-size: 10pt"><B>Information Required in the Registration Statement</B></DIV>



<P align="left" style="font-size: 10pt">Item&nbsp;3. Incorporation of Documents by Reference



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Luminex Corporation (the &#147;Registrant&#148;) incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the &#147;SEC&#148;):


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Registrant&#146;s Annual Report on Form 10-K for the fiscal
year ended December&nbsp;31, 2003;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The
Registrant&#146;s Quarterly Reports on Form 10-Q for the
quarterly periods ended March&nbsp;31 and June&nbsp;30, 2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Registrant&#146;s Current Report on Form 8-K filed May&nbsp;18,
2004;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The description of the Registrant&#146;s common stock, par value $.001 per
share, contained in the Registrant&#146;s Registration Statement on Form 8-A filed
with the SEC on March&nbsp;27, 2000, including all amendments and reports filed for
the purpose of updating such description prior to the termination of the
offering of the common stock offered hereby; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The description of the Registrant&#146;s Series&nbsp;A Junior Participating
Preferred Stock purchase rights contained in the Registrant&#146;s Registration
Statement on Form 8-A filed with the SEC on June&nbsp;21, 2001, including all
amendments and reports filed for the purpose of updating such description prior
to the termination of the offering of the common stock offered hereby.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and definitive proxy or information statements filed under
Section&nbsp;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the Exchange Act&#148;), after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered under this Registration Statement have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part of
this Registration Statement from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any subsequently filed
document which also is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, information furnished under Items 9 and 12
of any Current Report on Form 8-K, or Items 2.02 and 7.01 after August
23, 2004, including the related exhibits, is not
incorporated by reference in this registration statement or the accompanying
prospectus.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P align="left" style="font-size: 10pt">Item&nbsp;4. Description of Securities



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt">Item&nbsp;5. Interests of Named Experts and Counsel



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt">Item&nbsp;6. Indemnification of Directors and Officers



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law (the &#147;DGCL&#148;) permits a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation) or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may indemnify against expenses (including attorneys&#146; fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. If the person indemnified is not
wholly successful in such action, suit or proceeding, but is successful, on the
merits or otherwise, in one or more but less than all claims, issues or matters
in such proceeding, he or she may be indemnified against expenses actually and
reasonably incurred in connection with each successfully resolved claim, issue
or matter. In the case of an action or suit by or in the right of the
corporation to procure a judgment in its favor, no indemnification may be made
in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery of the State of Delaware, or the court in which such
action or suit was brought, shall determine upon application that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section&nbsp;145
provides that, to the extent a present or former director or officer of a
corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or manner
therein, he or she shall be indemnified against expenses (including attorneys&#146;
fees) actually and reasonably incurred by him or her in connection therewith.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;V of the Registrant&#146;s restated certificate of incorporation (the
&#147;Certificate&#148;) provides that, except to the extent prohibited by the DGCL, the
Registrant&#146;s directors shall not be personally liable to it or its stockholders
for monetary damages for breach of their fiduciary duty as directors. Under
the DGCL, the directors have a fiduciary duty to the Registrant which is not
eliminated by this provision of the Certificate and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of his or her
duty of loyalty to the Registrant or its stockholders; for acts or omissions
which are found by a court of competent jurisdiction to be not in good faith or
which involve intentional misconduct or knowing violations of law; for actions
leading to improper personal benefit to the director; and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited
by the DGCL. This provision also does not affect the directors&#146;
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;VI of the Certificate permits indemnification of any director or
officer, as well as any employee or agent of the Registrant, or any individual
serving in such capacity for another entity at the Registrant&#146;s request, for
all expenses, judgments, fines, and amounts paid in settlement so long as he or
she acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the Registrant, and, with respect to a
criminal proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful. However, with respect to any action by or in the right
of the Registrant, such a person will be entitled to indemnification only if he
or she acted in good faith and in a manner he or she believed to be in, or not
opposed to, the Registrant&#146;s best interests and, if he or she is adjudged
liable, only to the extent that the Court of Chancery of Delaware finds that he
or she is reasonably entitled to indemnification.


<P align="center" style="font-size: 10pt">II-2
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;VI of the Certificate also authorizes the Registrant to assume the
defense of an indemnitee in any action, suit, proceeding or investigation in
which indemnity is sought. In the event that the Registrant does not assume
the defense of an indemnitee, it may advance litigation expenses to an
indemnitee prior to the final disposition of an action concerning the
indemnitee&#146;s service. The making of such advances is conditioned upon the
indemnitee giving the Registrant an undertaking to repay the amount advanced if
indemnification ultimately is deemed unavailable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If indemnification or advancement of expenses is authorized, it will not
exclude any rights to indemnification or advancement of expenses which any
person may have under a bylaw, agreement, board or stockholder vote, or
otherwise. The indemnification or advancement of expenses provided by Article
IX will continue as to a person who ceases to be a director, officer, employee,
or agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Certificate also states that the Registrant may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Registrant or another corporation against any loss, liability, or expense,
whether or not the Registrant would have the power to provide indemnification
under the DGCL, as the Board of Directors may from time to time determine. The
Registrant has obtained directors&#146; and officers&#146; liability insurance, the
effect of which is to indemnify its directors and officers against certain
damages and expenses because of certain claims made against them caused by
their negligent act, error or omission.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has entered into Indemnification Agreements with each of
its directors to give such directors additional contractual assurances
regarding the scope of indemnification set forth in the Certificate and to
provide additional procedural protections. At present, there is no pending
litigation or proceeding involving a director, officer or employee of the
Registrant in which indemnification is sought, nor is the Registrant aware of
any threatened litigation that may result in claims for indemnification.


<P align="left" style="font-size: 10pt">Item&nbsp;7. Exemption from Registration Claimed



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt">Item&nbsp;8. Exhibits


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Certificate of Incorporation of the Company</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of the Company</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3**
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement dated as of June&nbsp;21, 2001 between Luminex Corporation and
Mellon Investor Services, LLC, as Rights Agent, which includes as Exhibit
A the form of Certificate of Designations of Series&nbsp;A Junior Participating
Preferred Stock, as Exhibit&nbsp;B the Form of Rights Certificate
and as Exhibit&nbsp;C the Summary of Rights</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4***
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Balthrop Non-Qualified Stock Option Agreement</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Bass, Berry &#038; Sims PLC</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered
Public Accounting Firm</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Bass, Berry &#038; Sims PLC (included in the Opinion of Bass, Berry
&#038; Sims PLC filed herewith as Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page of this Registration
Statement)</TD>
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<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed as an Exhibit to the Company&#146;s Registration
Statement on Form S-1 (File No.&nbsp;333-96317), filed February&nbsp;7, 2000,
as amended, and incorporated herein by this reference.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">**</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed as Exhibit&nbsp;4 to the Company&#146;s Current Report
on Form 8-K dated June&nbsp;20, 2001, and incorporated herein by this
reference.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">***</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed as Exhibit&nbsp;10.3 to the Company&#146;s Current
Report on Form 8-K dated May&nbsp;18, 2004, and incorporated herein by
this reference.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">II-3
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">






<P align="left" style="font-size: 10pt">Item&nbsp;9. Undertakings



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>A.&nbsp;</B>The Registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in
this Registration Statement;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, 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 <I>bona
fide </I>offering thereof; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>B.&nbsp;</B>The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant&#146;s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference into this 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
<I>bona fide </I>offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>C.&nbsp;</B>Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item&nbsp;6 or
otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.


<P align="center" style="font-size: 10pt"><I>&#091;signature pages to follow&#093;</I>



<P align="center" style="font-size: 10pt">II-4
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, 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 the City of Austin, State of Texas, on this 2nd day of
September, 2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">LUMINEX CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Patrick J. Balthrop
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Patrick J. Balthrop&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">President and Chief
Executive Officer</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>
<!-- link1 "POWER OF ATTORNEY" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Patrick J. Balthrop and Harriss T.
Currie and each of them his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with the SEC, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="29%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Signatures</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" nowrap valign="top">/s/ Patrick J. Balthrop<BR>
<HR size="1" noshade>
Patrick J. Balthrop</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
President, Chief Executive<br>Officer and Director<BR>
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">September 2, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Harriss T. Currie<BR>
<HR size="1" noshade>
Harriss T. Currie</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Vice President, Finance and<BR>
Chief Financial Officer<BR>
(Principal Financial and Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">September 2, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ C. Thomas Caskey, M.D.<BR>
<HR size="1" noshade>
C. Thomas Caskey, M.D.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">September 2, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Robert J. Cresci<BR>
<HR size="1" noshade>
Robert J. Cresci</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">September 2, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Thomas W. Erickson<BR>
<HR size="1" noshade>
Thomas W. Erickson</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">September 2, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Fred C. Goad, Jr.<BR>
<HR size="1" noshade>
Fred C. Goad, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">September 2, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;<BR>
<HR size="1" noshade>
Laurence E. Hirsch</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">II-5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="29%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Signatures</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Jim D. Kever<BR>
<HR size="1" noshade>
Jim D. Kever</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">September 2, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ G. Walter Loewenbaum II<BR>
<HR size="1" noshade>
G. Walter Loewenbaum II</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman of the Board of Directors<BR>
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">September 2, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Kevin M. McNamara<BR>
<HR size="1" noshade>
Kevin M. McNamara</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">September 2, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">II-6
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Certificate of Incorporation of the Company</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of the Company</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3**
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement dated as of June&nbsp;21, 2001 between Luminex Corporation and
Mellon Investor Services, LLC, as Rights Agent, which includes as Exhibit
A the form of Certificate of Designations of Series&nbsp;A Junior Participating
Preferred Stock, as Exhibit&nbsp;B the Form of Rights Certificate
and as Exhibit&nbsp;C the Summary of Rights</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4***
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Balthrop Non-Qualified Stock Option Agreement</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Bass, Berry &#038; Sims PLC</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered
Public Accounting Firm</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Bass, Berry &#038; Sims PLC (included in the Opinion of Bass, Berry
&#038; Sims PLC filed herewith as Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page of this Registration Statement)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed as an Exhibit to the Company&#146;s Registration
Statement on Form S-1 (File No.&nbsp;333-96317), filed February&nbsp;7, 2000,
as amended, and incorporated herein by this reference.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">**</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed as Exhibit&nbsp;4 to the Company&#146;s Current Report
on Form 8-K dated June&nbsp;20, 2001, and incorporated herein by this
reference.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">***</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed as Exhibit&nbsp;10.3 to the Company&#146;s Current
Report on Form 8-K dated May&nbsp;18, 2004, and incorporated herein by
this reference.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt">II-7
</DIV>


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LUMINEX CORPORATION - FORM S-8
Table of Contents
As filed with Securities and Exchange Commission on September 2, 2004
Registration No. 333- ____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LUMINEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
72-2747608
(State or other jurisdiction
(I.R.S. Employer Identification No.)
of incorporation or organization)
12212 Technology Blvd., Austin, Texas 78727
(Address of principal executive offices) (Zip Code)
LUMINEX CORPORATION
BALTHROP NON-QUALIFIED STOCK OPTION AGREEMENT
(Full title of the Plan)
David S. Reiter
Vice President, General Counsel
and Corporate Secretary
Luminex Corporation
12212 Technology Boulevard
Austin, Texas 78727
(Name and address of agent for service)
(512) 219-8020
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Offering
Proposed Maximum
Title of Securities
Amount to be
Price Per
Aggregate Offering
Amount of
to be Registered
Registered(1)
Share
Price
Registration Fee
Common Stock
500,000 shares
$
9.36
(2)
$
4,680,000.00
$
592.96
(1)
Pursuant to Rule 416(a) under the Securities Act, this registration
statement includes an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2)
Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, based upon the price at which such options
may be exercised.
TABLE OF CONTENTS
PART I
PART II
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EX-5.1 OPINION OF BASS, BERRY & SIMS PLC
EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Table of Contents
PART I
Information Required In The
Section 10(a) Prospectus
Item 1. Plan Information
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"), and
the Note to Part I of Form S-8.
Item 2. Registration Information and Employee Plan Annual Information.
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Luminex Corporation (the "Registrant") incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003;
(b) The
Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31 and June 30, 2004;
(c) The Registrant's Current Report on Form 8-K filed May 18,
2004;
(d) The description of the Registrant's common stock, par value $.001 per
share, contained in the Registrant's Registration Statement on Form 8-A filed
with the SEC on March 27, 2000, including all amendments and reports filed for
the purpose of updating such description prior to the termination of the
offering of the common stock offered hereby; and
(e) The description of the Registrant's Series A Junior Participating
Preferred Stock purchase rights contained in the Registrant's Registration
Statement on Form 8-A filed with the SEC on June 21, 2001, including all
amendments and reports filed for the purpose of updating such description prior
to the termination of the offering of the common stock offered hereby.
All reports and definitive proxy or information statements filed under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the Exchange Act"), after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered under this Registration Statement have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part of
this Registration Statement from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any subsequently filed
document which also is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing, information furnished under Items 9 and 12
of any Current Report on Form 8-K, or Items 2.02 and 7.01 after August
23, 2004, including the related exhibits, is not
incorporated by reference in this registration statement or the accompanying
prospectus.
Table of Contents
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation) or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. If the person indemnified is not
wholly successful in such action, suit or proceeding, but is successful, on the
merits or otherwise, in one or more but less than all claims, issues or matters
in such proceeding, he or she may be indemnified against expenses actually and
reasonably incurred in connection with each successfully resolved claim, issue
or matter. In the case of an action or suit by or in the right of the
corporation to procure a judgment in its favor, no indemnification may be made
in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery of the State of Delaware, or the court in which such
action or suit was brought, shall determine upon application that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
provides that, to the extent a present or former director or officer of a
corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or manner
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.
Article V of the Registrant's restated certificate of incorporation (the
"Certificate") provides that, except to the extent prohibited by the DGCL, the
Registrant's directors shall not be personally liable to it or its stockholders
for monetary damages for breach of their fiduciary duty as directors. Under
the DGCL, the directors have a fiduciary duty to the Registrant which is not
eliminated by this provision of the Certificate and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of his or her
duty of loyalty to the Registrant or its stockholders; for acts or omissions
which are found by a court of competent jurisdiction to be not in good faith or
which involve intentional misconduct or knowing violations of law; for actions
leading to improper personal benefit to the director; and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited
by the DGCL. This provision also does not affect the directors'
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.
Article VI of the Certificate permits indemnification of any director or
officer, as well as any employee or agent of the Registrant, or any individual
serving in such capacity for another entity at the Registrant's request, for
all expenses, judgments, fines, and amounts paid in settlement so long as he or
she acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the Registrant, and, with respect to a
criminal proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful. However, with respect to any action by or in the right
of the Registrant, such a person will be entitled to indemnification only if he
or she acted in good faith and in a manner he or she believed to be in, or not
opposed to, the Registrant's best interests and, if he or she is adjudged
liable, only to the extent that the Court of Chancery of Delaware finds that he
or she is reasonably entitled to indemnification.
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Article VI of the Certificate also authorizes the Registrant to assume the
defense of an indemnitee in any action, suit, proceeding or investigation in
which indemnity is sought. In the event that the Registrant does not assume
the defense of an indemnitee, it may advance litigation expenses to an
indemnitee prior to the final disposition of an action concerning the
indemnitee's service. The making of such advances is conditioned upon the
indemnitee giving the Registrant an undertaking to repay the amount advanced if
indemnification ultimately is deemed unavailable.
If indemnification or advancement of expenses is authorized, it will not
exclude any rights to indemnification or advancement of expenses which any
person may have under a bylaw, agreement, board or stockholder vote, or
otherwise. The indemnification or advancement of expenses provided by Article
IX will continue as to a person who ceases to be a director, officer, employee,
or agent.
The Certificate also states that the Registrant may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Registrant or another corporation against any loss, liability, or expense,
whether or not the Registrant would have the power to provide indemnification
under the DGCL, as the Board of Directors may from time to time determine. The
Registrant has obtained directors' and officers' liability insurance, the
effect of which is to indemnify its directors and officers against certain
damages and expenses because of certain claims made against them caused by
their negligent act, error or omission.
The Registrant has entered into Indemnification Agreements with each of
its directors to give such directors additional contractual assurances
regarding the scope of indemnification set forth in the Certificate and to
provide additional procedural protections. At present, there is no pending
litigation or proceeding involving a director, officer or employee of the
Registrant in which indemnification is sought, nor is the Registrant aware of
any threatened litigation that may result in claims for indemnification.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number
Exhibit
4.1*
Restated Certificate of Incorporation of the Company
4.2*
Amended and Restated Bylaws of the Company
4.3**
Rights Agreement dated as of June 21, 2001 between Luminex Corporation and
Mellon Investor Services, LLC, as Rights Agent, which includes as Exhibit
A the form of Certificate of Designations of Series A Junior Participating
Preferred Stock, as Exhibit B the Form of Rights Certificate
and as Exhibit C the Summary of Rights
4.4***
Balthrop Non-Qualified Stock Option Agreement
5.1
Opinion of Bass, Berry & Sims PLC
23.1
Consent of Independent Registered
Public Accounting Firm
23.2
Consent of Bass, Berry & Sims PLC (included in the Opinion of Bass, Berry
& Sims PLC filed herewith as Exhibit 5.1)
24.1
Power of Attorney (included on signature page of this Registration
Statement)
*
Previously filed as an Exhibit to the Company's Registration
Statement on Form S-1 (File No. 333-96317), filed February 7, 2000,
as amended, and incorporated herein by this reference.
**
Previously filed as Exhibit 4 to the Company's Current Report
on Form 8-K dated June 20, 2001, and incorporated herein by this
reference.
***
Previously filed as Exhibit 10.3 to the Company's Current
Report on Form 8-K dated May 18, 2004, and incorporated herein by
this reference.
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Item 9. Undertakings
A.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in
this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(3) 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.
B.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference into this 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.
C.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
[signature pages to follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Austin, State of Texas, on this 2nd day of
September, 2004.
LUMINEX CORPORATION
By:
/s/ Patrick J. Balthrop
Patrick J. Balthrop
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Patrick J. Balthrop and Harriss T.
Currie and each of them his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with the SEC, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signatures
Title
Date
/s/ Patrick J. Balthrop
Patrick J. Balthrop
President, Chief Executive
Officer and Director
(Principal Executive Officer)
September 2, 2004
/s/ Harriss T. Currie
Harriss T. Currie
Vice President, Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
September 2, 2004
/s/ C. Thomas Caskey, M.D.
C. Thomas Caskey, M.D.
Director
September 2, 2004
/s/ Robert J. Cresci
Robert J. Cresci
Director
September 2, 2004
/s/ Thomas W. Erickson
Thomas W. Erickson
Director
September 2, 2004
/s/ Fred C. Goad, Jr.
Fred C. Goad, Jr.
Director
September 2, 2004
Laurence E. Hirsch
Director
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Signatures
Title
Date
/s/ Jim D. Kever
Jim D. Kever
Director
September 2, 2004
/s/ G. Walter Loewenbaum II
G. Walter Loewenbaum II
Chairman of the Board of Directors
Director
September 2, 2004
/s/ Kevin M. McNamara
Kevin M. McNamara
Director
September 2, 2004
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EXHIBIT INDEX
Exhibit Number
Exhibit
4.1*
Restated Certificate of Incorporation of the Company
4.2*
Amended and Restated Bylaws of the Company
4.3**
Rights Agreement dated as of June 21, 2001 between Luminex Corporation and
Mellon Investor Services, LLC, as Rights Agent, which includes as Exhibit
A the form of Certificate of Designations of Series A Junior Participating
Preferred Stock, as Exhibit B the Form of Rights Certificate
and as Exhibit C the Summary of Rights
4.4***
Balthrop Non-Qualified Stock Option Agreement
5.1
Opinion of Bass, Berry & Sims PLC
23.1
Consent of Independent Registered
Public Accounting Firm
23.2
Consent of Bass, Berry & Sims PLC (included in the Opinion of Bass, Berry
& Sims PLC filed herewith as Exhibit 5.1)
24.1
Power of Attorney (included on signature page of this Registration Statement)
*
Previously filed as an Exhibit to the Company's Registration
Statement on Form S-1 (File No. 333-96317), filed February 7, 2000,
as amended, and incorporated herein by this reference.
**
Previously filed as Exhibit 4 to the Company's Current Report
on Form 8-K dated June 20, 2001, and incorporated herein by this
reference.
***
Previously filed as Exhibit 10.3 to the Company's Current
Report on Form 8-K dated May 18, 2004, and incorporated herein by
this reference.
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