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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900,000 shares
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$43.12
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$38,808,000
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$5,293.41
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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 February 11, 2013 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 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 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 November 8, 2012
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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 Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, on February 11, 2013 and incorporated herein by reference.
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Abaxis, Inc.
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By:
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/s/ Clinton H. Severson
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||
Clinton H. Severson
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|||
President, Chief Executive Officer and
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|||
Chairman of the Board
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Signature
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Title
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Date
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/s/ Clinton H. Severson
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President, Chief Executive Officer and Chairman of the Board
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February 14, 2013
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Clinton H. Severson | (Principal Executive Officer) | ||
/s/ Alberto R. Santa Ines
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Chief Financial Officer and Vice President of Finance
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February 14, 2013
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Alberto R. Santa Ines | (Principal Financial and Accounting Officer) | ||
/s/ Vernon E. Altman
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Director
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February 14, 2013
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Vernon E. Altman | |||
/s/ Richard J. Bastiani, Ph.D.
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Director
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February 14, 2013
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Richard J. Bastiani, Ph.D. |
/s/ Michael D. Casey
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Director
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February 14, 2013
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Michael D. Casey | |||
/s/ Henk J. Evenhuis
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Director
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February 14, 2013
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Henk J. Evenhuis | |||
/s/ Prithipal Singh, Ph.D.
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Director
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February 14, 2013
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Prithipal Singh, Ph.D. |
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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Opinion of Cooley llp
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Cooley 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 November 8, 2012
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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 Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, on February 11, 2013 and incorporated herein by reference.
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