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) December 30, 2019
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HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-36214 | 04-2902449 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 250 Campus Drive, | ||
| Marlborough, | ||
| MA | 01752 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
-508 263-2900
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
______________________
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value | HOLX | The NASDAQ Stock Market LLC |
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:
| ☐ | 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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 30, 2019, Hologic, Inc. (the “Company”) completed its previously announced sale of its Cynosure medical aesthetics business (the “Transaction”) pursuant to the Securities Purchase Agreement, dated November 20, 2019, by and among the Company, Hologic Holdings Limited, a wholly owned subsidiary of the Company, and Lotus Buyer, Inc., a Delaware corporation and an affiliate of a fund managed by affiliates of Clayton Dubilier & Rice, LLC (“Purchaser”). After estimated closing adjustments, Hologic received net cash proceeds of approximately $142 million. The purchase price remains subject to adjustment upon finalization pursuant to the terms of the Securities Purchase Agreement.
Item 7.01 Regulation FD Disclosure
On December 30, 2019, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information related to the Disposition is attached as Exhibit 99.2 hereto and is incorporated by reference herein:
(i) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 28, 2019.
(ii) Unaudited Pro Forma Condensed Consolidated Statement of Income for the Year Ended September 28, 2019.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | ||
| 99.2 | ||
SIGNATURE
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: January 6, 2020 | HOLOGIC, INC. | |||
| By: | /s/ Karleen M. Oberton | |||
Karleen M. Oberton Chief Financial Officer | ||||