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EX-99.1 - HOLOGIC INC | v207418_ex99-1.htm |
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 6, 2011
HOLOGIC,
INC.
(Exact
Name of Registrant as Specified in its Charter)
DELAWARE
(State
or Other Jurisdiction of Incorporation)
0-18281
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04-2902449
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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35
Crosby Drive, Bedford, MA
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01730
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(781)
999-7300
(Registrant’s
Telephone Number, Including Area Code)
(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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Cautionary Note
Regarding Forward-Looking Statements. This report and the
press release furnished herewith contain forward-looking
statements which involve certain risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by these
statements. Please refer to the cautionary note in the press release regarding
these forward-looking statements.
Item 7.01 Regulation
FD Disclosure.
The
information provided in Item 8.01 is incorporated herein by
reference. A copy of the press release issued by the Company
announcing the completion of its acquisition of Interlace is attached hereto as
Exhibit 99.1 and is incorporated herein in its entirety by
reference.
Limitation on
Incorporation by Reference. The information furnished in this
Item 7.01 shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a
filing.
Item 8.01 Other
Events.
On
January 6, 2011, Hologic, Inc. (Hologic or the Company) consummated the
acquisition of Interlace Medical, Inc. (Interlace), a privately-held company
located in Framingham, Massachusetts. Interlace is the developer and
manufacturer of the MyoSure hysteroscopic tissue removal system (MyoSure). The
MyoSure system is a new and innovative tissue removal device that is designed to
provide incision-less, fast and safe removal of fibroids and polyps within the
uterus. The Company plans to integrate Interlace’s operations within the
Company’s GYN Surgical Products division. The purchase price for the transaction
was $125 million (subject to adjustment), plus two annual contingent
payments. The contingent payments will be payable in cash based upon
a multiple of the incremental revenue growth over the prior year.
Hologic,
Interlace, MyoSure and associated logos are trademarks and/or registered
trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or
other countries.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
99.1
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Press
release of Hologic, Inc. dated January 7,
2011.
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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 hereunto
duly authorized.
HOLOGIC,
INC.
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Date:
January 7, 2011
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By:
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/S/
GLENN P. MUIR
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Glenn
P. Muir
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Executive
Vice President, Finance and Administration, and Chief Financial
Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
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Press
release of Hologic, Inc. dated January 7,
2011.
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