As filed with the Securities and Exchange Commission on November 29, 2017
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MERIDIAN BIOSCIENCE, INC.
(Exact name of Registrant as Specified in its Charter)
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Ohio
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31-0888197
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(State Or Other Jurisdiction Of
Incorporation Or Organization)
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(IRS Employer
Identification Number)
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3471 River Hills Drive
Cincinnati, Ohio 45244
(513)
271-3700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
F. Mark Reuter, Esq.
Keating Muething & Klekamp PLL
One East Fourth Street, Suite 1400
Cincinnati, Ohio 45202
Telephone: (513)
579-6469
Facsimile: (513)
579-6457
(Name, Address and Telephone Number of Agent for Service)
Approximate date of commencement of proposed sale to the public
: From time to time after the effective date of this Registration Statement as determined
by market conditions and other factors.
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 under 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. ☐
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. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon the filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this
Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, 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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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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 the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered (1)(2)
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Amount to be
Registered (2)
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Proposed
Maximum
Offering
Price
Per Unit (1)
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Proposed
Maximum
Aggregate
Offering Price (1)(3)
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Amount of
Registration Fee (4)
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Common Stock
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Preferred Stock
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Depositary Shares
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Debt Securities
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Warrants
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Units
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Total
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$100,000,000
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$12,450
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(1)
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Not specified as to each class of securities to be registered hereunder pursuant to General Instruction II.D. to
Form S-3
under the Securities Act of 1933, as amended.
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(2)
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Includes an indeterminate number of securities that may be issued from time to time in primary offerings or upon exercise, conversion or exchange of any securities registered hereunder that provide for exercise,
conversion or exchange.
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(3)
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With respect to debt securities, excluding accrued interest and accrued amortization of discount, if any, to the date of delivery. If any debt securities are issued at an original issue discount, then the offering price
of such debt securities shall be equal to any such greater principal amount due at maturity, such aggregate principal amount not to exceed $100,000,000 less the value of securities previously issued hereunder.
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(4)
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The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date
as the Securities and Exchange Commission acting pursuant to Section 8(a) may determine.