UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 25, 2007
(January 25, 2007)
LUMINEX CORPORATION
(Exact name of registrant as specified in charter)
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| Delaware
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000-30109
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74-2747608 |
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| (State or other jurisdiction of incorporation)
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(Commission File
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(IRS Employer
Identification No.) |
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| 12212 Technology Boulevard, Austin, Texas
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78727 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (512) 219-8020
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure
As previously announced on a Form 8-K filed on December 15, 2006, Luminex Corporation, a
Delaware corporation (the “Company”), entered into a Merger Agreement, dated as of December 14,
2006 (the “Merger Agreement”), with Tm Bioscience Corporation, a corporation existing under the
laws of the Province of Ontario (“TMB”), pursuant to which TMB will be acquired by the Company
pursuant to a Plan of Arrangement (the “Arrangement”).
On
January 25, 2007, in connection with the Merger Agreement and the Arrangement, a Management Information Circular (the
“Circular) was mailed to the shareholders and optionholders of TMB containing, among other things,
pro forma financial statements of the Company. The Circular is attached hereto as Exhibit 99.1.
The pro forma financial statements contained in the Circular are not intended to replace the pro
forma financial information required by Items 2.01 and 9.01 of Form 8-K, which the Company intends
to file at the appropriate time.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be
deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be
incorporated by reference into any registration statement or other document filed pursuant to the
Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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Management Information Circular (incorporated by reference to
Exhibit 99.3 of the Form 6-K of Tm Bioscience Corporation filed with
the SEC on January 25, 2007 (File No. 0-52039)) |