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EX-99.1 - HOLOGIC INCv224676_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) June 1, 2011
 

 
HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
 

 
DELAWARE
(State or Other Jurisdiction of Incorporation)
 
     
0-18281
 
04-2902449
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
     
35 Crosby Drive, Bedford, MA
 
01730
(Address of Principal Executive Offices)
 
(Zip Code)
 
(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):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
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))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

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 TCT International Co. Ltd. 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, including the press release incorporated herein by reference above, 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 June 1, 2011, Hologic, Inc. (Hologic or the Company) consummated the acquisition of TCT International Co. Ltd., (TCT) a privately-held distributor of medical products, located in Beijing, China. The purchase price for the transaction is $100 million in cash due upon closing, plus a deferred payment of $35 million due within thirty days of the first anniversary of the closing date plus two annual contingent payments. The deferred payment plus contingent payments will not exceed $200 million. The annual contingent payments will be payable in cash on the first and second anniversaries of the closing date and are based on a multiple of the incremental growth in revenue for the twelve month periods beginning January 1, 2011 and January 1, 2012 as compared to the respective prior twelve month period.  All components of the purchase price, including the maximum amount of the contingent payments, are subject to adjustment.
 
Hologic, TCT 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.
 
     
Exhibit
Number
 
Description
99.1
 
Press release dated June 1, 2011 of Hologic, Inc.
 



 
 

 

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.
 
         
Date: June 1, 2011
 
HOLOGIC, INC.
     
   
By:
 
 /S/ GLENN P. MUIR
       
Glenn P. Muir
       
Executive Vice President, Finance and Administration, and Chief Financial Officer