Unassociated Document
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) August 5, 2010
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)
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¨
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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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¨
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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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Item 7.01
Regulation FD Disclosure
On August
5, 2010, the Company issued a press release announcing that it has completed its
acquisition of Sentinelle Medical Inc. (Sentinelle), a privately-held magnetic
resonance imaging company located in Toronto, Canada. The purchase
price is $85 million, plus a two-year contingent earn out. A copy of the
press release 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.
Cautionary Note
Regarding Forward-Looking Statements. Except for historical information
contained in the press release attached as an exhibit hereto, the press release
contains 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 9.01
Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
Number
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Description
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99.1
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Press
release dated August 5, 2010 of Hologic,
Inc.
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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.
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Dated:
August 5, 2010
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HOLOGIC,
INC.
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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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