Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
¨ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) |
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association | 94-1347393 | |||
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |||
101 North Phillips Avenue Sioux Falls, South Dakota | 57104 | |||
(Address of principal executive offices) | (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
Hologic, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 04-2902449 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
35 Crosby Drive Bedford, Massachusetts | 01730 | |||
(Address of principal executive offices) | (Zip code) |
SEE TABLE OF ADDITIONAL REGISTRANTS BELOW
6.25% Senior Notes due 2020
Guarantees of 6.25% Senior Notes due 2020
(Title of the indenture securities)
TABLE OF ADDITIONAL REGISTRANTS
Name of Additional Registrant* | State or Other Jurisdiction of Incorporation or Formation | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | |||
Cruiser, Inc.(1) | Delaware | 3844 | 04-3602309 | |||
Cytyc Corporation(1) | Delaware | 3844 | 26-1261379 | |||
Cytyc Interim, Inc.(1) | Delaware | 3844 | 04-3569083 | |||
Cytyc International, Inc.(1) | Delaware | 3844 | 04-3559485 | |||
Cytyc Prenatal Products Corp.(1) | Delaware | 3844 | 77-0054952 | |||
Cytyc Surgical Products III, LLC(1) | Delaware | 3844 | 77-0463392 | |||
Direct Radiography Corp.(1) | Delaware | 3844 | 51-0372091 | |||
Gen-Probe Incorporated(1) | Delaware | 3844 | 33-0044608 | |||
Gen-Probe Sales & Service, Inc.(1) | Delaware | 3844 | 33-0767987 | |||
Gen-Probe International, Inc.(1) | Delaware | 3844 | 90-0687100 | |||
Gen-Probe Holdings, Inc.(1) | Delaware | 3844 | 20-4384230 | |||
Gen-Probe Transplant Diagnostics, Inc.(1) | Delaware | 3844 | 06-1712805 | |||
Gen-Probe GTI Diagnostics Holding Company(1) | Delaware | 3844 | 26-2814515 | |||
Gen-Probe GTI Diagnostics, Inc.(1) | Wisconsin | 3844 | 39-1430953 | |||
Gen-Probe Prodesse, Inc.(1) | Wisconsin | 3844 | 39-1775094 | |||
Interlace Medical, Inc.(1) | Delaware | 3844 | 56-2524653 | |||
Sentinelle Medical USA Inc.(1) | Nevada | 3844 | 26-1395463 | |||
SST Merger Corp.(1) | Delaware | 3844 | 26-0579652 | |||
Suros Surgical Systems, Inc.(1) | Delaware | 3844 | 35-2115487 | |||
Third Wave Agbio, Inc.(1) | Delaware | 3844 | 39-1941663 | |||
Third Wave Technologies, Inc.(1) | Delaware | 3844 | 39-1791034 | |||
BioLucent, LLC(1) | Delaware | 3844 | 94-3368267 | |||
Cytyc Development Company LLC(1) | Delaware | 3844 | 04-3557402 | |||
Cytyc Limited Liability Company(1) | Delaware | 3844 | 83-0341254 | |||
Hologic Limited Partnership(1) | Massachusetts | 3844 | 54-2074352 | |||
Cytyc Surgical Products, Limited Partnership(1) | Massachusetts | 3844 | 77-0339123 | |||
Cytyc Surgical Products II, Limited Partnership(1) | Massachusetts | 3844 | 41-1816094 |
* | The 6.25% Senior Notes due 2020 were issued by Hologic, Inc. The additional registrants are guarantors. |
(1) | The address and telephone number of each of these additional registrant guarantors’ principal executive offices is the same as Hologic, Inc. |
Item 1.General Information. Furnish the following information as to the trustee:
(a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15.Foreign Trustee. Not applicable.
Item 16.List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |
Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated June 27, 2012. | |
Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated December 21, 2011. | |
Exhibit 4. | Copy of By-laws of the trustee as now in effect.** | |
Exhibit 5. | Not applicable. | |
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
Exhibit 8. | Not applicable. | |
Exhibit 9. | Not applicable. |
* | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784. |
** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 17th day of January, 2013.
WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Yana Kislenko |
Yana Kislenko Vice President |
EXHIBIT 2
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF CORPORATE EXISTENCE
I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “Wells Fargo Bank, National Association,” Sioux Falls, South Dakota (Charter No. 1), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.
![]() | IN TESTIMONY WHEREOF, today, June 27, 2012, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. | |||
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Comptroller of the Currency | ||||
EXHIBIT 3
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATION OF FIDUCIARY POWERS
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “Wells Fargo Bank, National Association,” Sioux Falls, South Dakota (Charter No. 1), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.
![]() | IN TESTIMONY WHEREOF, today, December 21, 2011, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. | |||
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Acting Comptroller of the Currency | ||||
EXHIBIT 6
January 17, 2013
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
/s/ Yana Kislenko | ||
Yana Kislenko Vice President |
EXHIBIT 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2012, filed in accordance with 12 U.S.C. §161 for National Banks.
Dollar Amounts In Millions | ||||||||
ASSETS | ||||||||
Cash and balances due from depository institutions: | ||||||||
Noninterest-bearing balances and currency and coin | $ | 16,931 | ||||||
Interest-bearing balances | 74,188 | |||||||
Securities: | ||||||||
Held-to-maturity securities | 0 | |||||||
Available-for-sale securities | 204,296 | |||||||
Federal funds sold and securities purchased under agreements to resell: | ||||||||
Federal funds sold in domestic offices | 30 | |||||||
Securities purchased under agreements to resell | 24,666 | |||||||
Loans and lease financing receivables: | ||||||||
Loans and leases held for sale | 31,929 | |||||||
Loans and leases, net of unearned income | 728,980 | |||||||
LESS: Allowance for loan and lease losses | 14,500 | |||||||
Loans and leases, net of unearned income and allowance | 714,480 | |||||||
Trading Assets | 40,930 | |||||||
Premises and fixed assets (including capitalized leases) | 7,618 | |||||||
Other real estate owned | 4,074 | |||||||
Investments in unconsolidated subsidiaries and associated companies | 581 | |||||||
Direct and indirect investments in real estate ventures | 86 | |||||||
Intangible assets | ||||||||
Goodwill | 21,545 | |||||||
Other intangible assets | 19,703 | |||||||
Other assets | 57,739 | |||||||
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| |||||||
Total assets | $ | 1,218,796 | ||||||
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LIABILITIES | ||||||||
Deposits: | ||||||||
In domestic offices | $ | 876,434 | ||||||
Noninterest-bearing | 234,742 | |||||||
Interest-bearing | 641,692 | |||||||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 76,676 | |||||||
Noninterest-bearing | 2,323 | |||||||
Interest-bearing | 74,353 | |||||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||||||
Federal funds purchased in domestic offices | 8,985 | |||||||
Securities sold under agreements to repurchase | 11,823 |
Dollar Amounts In Millions | ||||||
Trading liabilities | 23,232 | |||||
Other borrowed money | 39,783 | |||||
Subordinated notes and debentures | 16,786 | |||||
Other liabilities | 35,449 | |||||
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| |||||
Total liabilities | $ | 1,089,168 | ||||
EQUITY CAPITAL | ||||||
Perpetual preferred stock and related surplus | 0 | |||||
Common stock | 519 | |||||
Surplus (exclude all surplus related to preferred stock) | 99,518 | |||||
Retained earnings | 20,950 | |||||
Accumulated other comprehensive income | 7,541 | |||||
Other equity capital components | 0 | |||||
|
| |||||
Total bank equity capital | 128,528 | |||||
Noncontrolling (minority) interests in consolidated subsidiaries | 1,100 | |||||
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| |||||
Total equity capital | 129,628 | |||||
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| |||||
Total liabilities, and equity capital | $ | 1,218,796 | ||||
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I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
Timothy J. Sloan
EVP & CFO
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
John Stumpf Directors
David Hoyt
Carrie Tolstedt