Attached files

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EX-31.4 - EXHIBIT 31.4 - LUMINEX CORPlmnx-9302014xexhibit314.htm
EX-31.3 - EXHIBIT 31.3 - LUMINEX CORPlmnx-9302014xexhibit313.htm
EX-32.1 - EXHIBIT 32.1 - LUMINEX CORPlmnx-09302014xexhibit321.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A
Amendment No. 1
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2014.
or
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________.

Commission File Number: 000-30109
LUMINEX CORPORATION
(Exact name of registrant as specified in its charter)
 
 
DELAWARE
74-2747608
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
 
 
12212 TECHNOLOGY BLVD., AUSTIN, TEXAS
78727
(Address of principal executive offices)
(Zip Code)
(512) 219-8020
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ  No    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o   No þ

There were 42,833,191 shares of the Company’s Common Stock, par value $0.001 per share, outstanding on October 27, 2014.





EXPLANATORY NOTE

Luminex Corporation (also referred to as the “Company,” “we,” or “our”) is filing this Amendment No. 1 (the “Amendment No. 1”) to amend our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, originally filed with the Securities and Exchange Commission on October 28, 2014 (the "Original Filing"). This Amendment No. 1 is being filed for the sole purpose of correcting an error in the version of the certification by our chief executive officer furnished as Exhibit 32.1 to the Original Filing, which inadvertently, in the body of the certification, referred to the Company's chief executive officer as of September 30, 2014 rather than the Company's new chief executive officer (the certifying officer) as of the date of certification. The correct version of this certification is furnished as Exhibit 32.1 to this Amendment No. 1.  Except as described above, no other disclosures included in the Original Filing have been modified or updated in any way. This Amendment No.1 does not reflect any events that may have occurred subsequent to the date of the Original Filing, and does not modify or update any related disclosures made in the Original Filing. This Amendment No. 1 reflects only the changes to "Item 6. Exhibits" and the Exhibit 32.1 referenced above and should be read in conjunction with the Original Filing. As required with an amendment to the Original Filing, we hereby also file new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.3 and 31.4.



ITEM 6. EXHIBITS

Exhibit
Number
 
 
Description of Documents
 
 
 
10.1#
 
Consulting Agreement, dated October 14, 2014, between Luminex Corporation and Patrick J. Balthrop, Sr. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed October 20, 2014).
 
 
 
10.2#
 
Employment Agreement, dated October 14, 2014 between Luminex Corporation and Nachum Shamir (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed October 20, 2014).
 
 
 
31.1
 
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
 
 
 
31.2
 
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
 
 
 
31.3
 
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.4
 
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1
 
Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2
 
Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
 
 
 
101
 
The following materials from Luminex Corporation's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, formatted in XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statement of Cash Flows; and (iv) Notes to Condensed Consolidated Financial Statements. *
 
 
 
 
#
 
Management contract or compensatory plan or arrangement.
*
 
Incorporated by reference to the corresponding exhibit to the Original Filing.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: November 10, 2014

LUMINEX CORPORATION

By: /s/ Harriss T. Currie   
Harriss T. Currie
Chief Financial Officer, Senior Vice President of Finance
(Principal Financial Officer)