S-8

As filed with the Securities and Exchange Commission on May 22, 2017

Registration No. 333- __________

______________________________________________________________________________________________________

UNITED STATES

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	74-2747608
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12212 TECHNOLOGY BLVD., AUSTIN, TEXAS 78727

(Address of principal executive offices) (Zip code)

________________________

AMENDED AND RESTATED LUMINEX CORPORATION EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Richard W. Rew, II

Senior 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)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ	Accelerated filer o
Non-accelerated filer o (Do not check if smaller reporting company)	Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. o

________________________

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, par value $0.001 per share	341,744 shares	$21.22	$7,251,808	$840.48

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (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) Pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Common Stock on the NASDAQ Global Select Marketon May 15, 2017.

EXPLANATORY NOTE

This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, par value $0.001 per share (the “Common Stock”), of Luminex Corporation, a Delaware corporation (the “Registrant”), issuable pursuant to the Amended and Restated Luminex Corporation Employee Stock Purchase Plan (the “Plan”). The Registrant’s previously filed Registration Statement on Form S-8 (File No. 333-181485), as filed with the Securities and Exchange Commission (the “Commission”) on May 17, 2012, is hereby incorporated herein by reference.

Item 8.Exhibits.

Exhibit No.	Description
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)
99.1*	Amended and Restated Luminex Corporation Employee Stock Purchase Plan
*	Previously filed as Annex A to the Registrant’s Proxy Statement for its Annual Meeting of Stockholders held on May 18, 2017, and incorporated herein by reference.

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 22nd day of May, 2017.

LUMINEX CORPORATION
By:	/s/ Harriss T. Currie
	Name:	Harriss T. Currie
	Title:	Senior Vice President, Finance, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Harriss T. Currie and Richard W. Rew, II (with full power to each of them to act alone) as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities to sign any and all amendments or post-effective amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other document necessary or advisable to comply with the applicable state securities laws, and to file the same, together with all other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, 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, thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their 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/ Nachum Shamir	President and Chief Executive Officer, Director	May 22, 2017
Nachum Shamir	(Principal Executive Officer)
/s/ Harriss T. Currie	Senior Vice President, Finance, Chief Financial	May 22, 2017
Harriss T. Currie	Officer and Treasurer
	(Principal Financial Officer and Principal
	Accounting Officer)
/s/ Robert J. Cresci	Director	May 22, 2017
Robert J. Cresci
/s/ Stephen L. Eck, M.D.	Director	May 22, 2017
Stephen L. Eck, M.D.
/s/ Thomas W. Erickson	Director	May 22, 2017
Thomas W. Erickson

/s/ Jim D. Kever	Director	May 22, 2017
Jim D. Kever
/s/ G. Walter Loewenbaum II	Chairman of the Board of Directors,	May 22, 2017
G. Walter Loewenbaum II	Director
/s/ Kevin M. McNamara	Director	May 22, 2017
Kevin M. McNamara
/s/ Edward A. Ogunro, Ph.D.	Director	May 22, 2017
Edward A. Ogunro, Ph.D.

EXHIBIT INDEX

Exhibit No.	Description
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)
99.1*	Amended and Restated Luminex Corporation Employee Stock Purchase Plan
*	Previously filed as Annex A to the Registrant’s Proxy Statement for its Annual Meeting of Stockholders held on May 18, 2017, and incorporated herein by reference.

EX-5.1

Exhibit 5.1

150 Third Avenue South, Suite 2800

Nashville, TN 37201

(615) 742-6200

May 22, 2017

Luminex Corporation

12212 Technology Boulevard

Austin, Texas 78727

RE: Registration Statement on Form S-8 relating to the Amended and Restated Luminex Corporation Employee Stock Purchase Plan (the “Plan”)

Ladies and Gentlemen:

We have acted as counsel to Luminex Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) relating to certain shares of common stock, par value $0.001 (the “Common Stock”), of the Company to be issued pursuant to the Plan.

In connection with this opinion, we have examined and relied upon such records, documents, certificates, and other instruments as we have deemed necessary or appropriate in order to express the opinions hereinafter set forth. We have also assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents, the legal competence of all signatories to such documents, and, except to the extent we express an opinion as to due authorization in the next paragraph of this letter, the due authorization, execution and delivery of all documents by the parties thereto. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company.

Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the shares of Common Stock issuable in connection with the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.

The opinions expressed above are limited to the General Corporation Law of the State of Delaware (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution) and the federal law of the United States.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

This opinion is furnished to you in connection with the filing of the Registration Statement. Our opinion is rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

Sincerely,

/s/ Bass, Berry & Sims PLC

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Luminex Corporation Employee Stock Purchase Plan of our reports dated February 24, 2017, with respect to the consolidated financial statements of Luminex Corporation and the effectiveness of internal control over financial reporting of Luminex Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Austin, Texas

May 22, 2017