California
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77-0213001
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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Large
accelerated filer ¨
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Accelerated
filer x
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Non-accelerated
filer ¨
(Do not check if a smaller reporting company)
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Smaller
reporting company ¨
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Title
of Securities
to
be Registered
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Amount
to be Registered (1)
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Proposed
Maximum
Offering
Price
per Share (2)
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Proposed
Maximum
Aggregate
Offering
Price (2)
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Amount
of
Registration
Fee
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Stock
Options and Common Stock
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500,000
shares
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$15.055
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$7,527,500
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$295.83
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this registration statement shall also cover any
additional shares of the Company’s common stock that become issuable under
the 2005 Equity Incentive Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Company’s receipt of consideration that results in an increase in the
number of the Company’s outstanding shares of common
stock.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h) of the Securities Act. The price per
share and aggregate offering price are based upon the average of the high
and low prices of Registrant’s
common stock on December 26, 2008 as reported on the Nasdaq Global Market,
in accordance with Rule 457(c) of the Securities
Act.
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Exhibit
Number
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Description
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4.1
(1)
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Amended
and Restated Articles of Incorporation
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4.2
(2)
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Certificate
of Amendment of Amended and Restated Articles of
Incorporation
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4.3
(3)
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By-laws
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4.4
(4)
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Amendment
to the By-laws
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4.5
(5)
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Registration
Rights Agreement, dated as of March 29, 2002
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5.1
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Opinion
of Cooley Godward Kronish LLP
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23.1
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Consent
of Independent Registered Public Accounting Firm
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23.2
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Consent
of Cooley Godward Kronish LLP (included in Exhibit 5.1 to this
Registration Statement)
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24.1
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Power
of Attorney (included on the signature page of this Registration
Statement)
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99.1
(6)
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Abaxis,
Inc. 2005 Equity Incentive Plan, as amended as of October 28,
2008
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(1)
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Filed
with the SEC as an exhibit to the Registrant’s Annual Report on Form 10-K
for the fiscal year ended March 31, 1993 and incorporated herein by
reference.
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(2)
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Filed
with the SEC as an exhibit to the Registrant’s Quarterly Report on Form
10-Q for the quarterly period ended December 31, 1996 and incorporated
herein by reference.
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(3)
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Filed
with the SEC as an exhibit to the Registrant’s Registration Statement No.
33-44326 on December 11, 1991 and incorporated herein by
reference.
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(4)
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Filed
with the SEC as an exhibit to the Registrant’s Current Report on Form 8-K
on July 30, 2007 and incorporated herein by
reference.
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(5)
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Filed
with the SEC as an exhibit to the Registrant’s Current Report on Form 8-K
on May 13, 2002 and incorporated herein by
reference.
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(6)
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Filed
with the SEC as an exhibit to the Registrant’s Current Report on Form 8-K
on November 3, 2008 and incorporated herein by
reference.
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1.
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The
undersigned registrant hereby
undertakes:
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2.
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The
undersigned 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 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide
offering thereof.
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3.
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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 foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission
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.
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Abaxis, Inc. | |||
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By:
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/s/ Clinton H. Severson | |
Clinton H. Severson | |||
President, Chief Executive Officer and Chairman of the Board | |||
Signature
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Title
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Date
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/s/
CLINTON H. SEVERSON
Clinton
H. Severson
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President,
Chief Executive Officer and Chairman of the Board
(Principal Executive
Officer)
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December
30, 2008
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/s/
ALBERTO R. SANTA INES
Alberto
R. Santa Ines
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Chief
Financial Officer and Vice President of Finance
(Principal Financial and
Accounting Officer)
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December
30, 2008
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/s/
RICHARD
J. BASTIANI, PH.D.
Richard
J. Bastiani, Ph.D.
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Director
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December
30, 2008
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/s/ HENK J. EVENHUIS
Henk
J. Evenhuis
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Director
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December
30, 2008
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/s/
BRENTON
G.A.
HANLON
Brenton
G.A. Hanlon
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Director
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December
30, 2008
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/s/
PRITHIPAL
SINGH,
PH.D.
Prithipal
Singh, Ph.D.
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Director
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December
30, 2008
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/s/
ERNEST S.
TUCKER III, M.D.
Ernest
S. Tucker III, M.D.
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Director
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December
30,
2008
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Exhibit
Number
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Description
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4.1
(1)
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Amended
and Restated Articles of Incorporation
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4.2
(2)
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Certificate
of Amendment of Amended and Restated Articles of
Incorporation
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4.3
(3)
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By-laws
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4.4
(4)
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Amendment
to the By-laws
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4.5
(5)
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Registration
Rights Agreement, dated as of March 29, 2002
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5.1
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Opinion
of Cooley Godward Kronish LLP
|
23.1
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Consent
of Independent Registered Public Accounting Firm
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23.2
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Consent
of Cooley Godward Kronish LLP (included in Exhibit 5.1 to this
Registration Statement)
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24.1
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Power
of Attorney (included on the signature page of this Registration
Statement)
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99.1
(6)
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Abaxis,
Inc. 2005 Equity Incentive Plan, as amended as of October 28,
2008
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(1)
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Filed
with the SEC as an exhibit to the Registrant’s Annual Report on Form 10-K
for the fiscal year ended March 31, 1993 and incorporated herein by
reference.
|
(2)
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Filed
with the SEC as an exhibit to the Registrant’s Quarterly Report on Form
10-Q for the quarterly period ended December 31, 1996 and incorporated
herein by reference.
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(3)
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Filed
with the SEC as an exhibit to the Registrant’s Registration Statement No.
33-44326 on December 11, 1991 and incorporated herein by
reference.
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(4)
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Filed
with the SEC as an exhibit to the Registrant’s Current Report on Form 8-K
on July 30, 2007 and incorporated herein by
reference.
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(5)
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Filed
with the SEC as an exhibit to the Registrant’s Current Report on Form 8-K
on May 13, 2002 and incorporated herein by
reference.
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(6)
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Filed
with the SEC as an exhibit to the Registrant’s Current Report on Form 8-K
on November 3, 2008 and incorporated herein by
reference.
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