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 29, 2008
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 Street, 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)) | |
Item 2.02 Results of Operations and Financial Condition
On January 31, 2008, the Company issued a press release announcing its financial results for the first quarter ended December 29, 2007. 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 2.02 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 8.01 Other Events
On January 29, 2008, the Board of Directors approved a two-for-one stock split to be effected by a dividend of one share of common stock for each share of common stock outstanding, with a record date of March 21, 2008 and a distribution date of April 2, 2008. The dividend is subject to stockholder approval, at the Company’s upcoming annual meeting scheduled for March 11, 2008, of the proposed amendment to the Company’s certificate of incorporation in order to increase the number of authorized shares of common stock of the Company. If such approval is not obtained, no dividend will be issued. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
Exhibit | Description | |
| 99.1 | Press release dated January 31, 2008 of Hologic, Inc. announcing its financial results for the fourth quarter and fiscal year ended December 29, 2007. | |
| 99.2 | Press release dated January 30, 2008 of Hologic, Inc. announcing the two-for-one stock split. | |
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, thereunto duly authorized.
Dated: January 31, 2008
HOLOGIC, INC.
By: /s/ Glenn P. Muir
Glenn P. Muir, Chief Financial Officer,
Executive Vice President,
Finance and Treasurer