As filed with the Securities and Exchange Commission on April 12, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HOLOGIC, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2902449
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
35 Crosby Drive, Bedford, Massachusetts 01730-1401
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(Address of Principal Executive Offices) (Zip Code)
Hologic, Inc. 1997 Employee Equity Incentive Plan
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(Full Title of the Plan)
S. David Ellenbogen, Chairman
Hologic, Inc.
35 Crosby Drive, Bedford, Massachusetts 01730-1401
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(Name and Address of Agent For Service)
(781) 999-7300
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(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Lawrence M. Levy, Esquire
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, Massachusetts 02111
CALCULATION OF REGISTRATION FEE
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Title of each Proposed Proposed
class of securities Amount to maximum maximum Amount of
to be registered be registered offering price aggregate registration
(1) per share offering price fee
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Common Stock, $.01 500,000 shares $6.5625 (3) $3,281,250 $866.25
par value (2)
Rights to Purchase 500,000 rights --- --- ---
Common Stock (4)
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(1) Such presently indeterminable number of additional shares of
Common Stock and Rights are also registered hereunder as may
be issued in the event of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock
split or other similar change in Common Stock.
(2) To be issued pursuant to the Registrant's 1997 Employee
Equity Incentive Plan.
(3) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, on the basis of the
average of the high and low prices for the Registrant's
Common Stock on April 11, 2000, as reported by the Nasdaq
Stock Market.
(4) Pursuant to a Rights Agreement entered into in 1992, as
amended, one right (each a "Right") is deemed to be
delivered with each share of Common Stock issued by the
Registrant. The Rights currently are not separately
transferable apart from the Common Stock, and they are not
exercisable until the occurrence of certain events.
Accordingly, no independent value has been attributed to the
Rights.
This Registration Statement relates to the registration of
additional securities of the same class as other securities for
which registration statements are effective relating to the
Registrant's 1997 Employee Equity Incentive Plan. Pursuant to
General Instruction E of Form S-8, this Registration Statement
also incorporates by reference Registration Statement No. 333-
34003 on Form S-8 and Registration Statement No. 333-79167 on
Form S-8, relating to an aggregate of 600,000 shares issuable
under the Registrant's 1997 Employee Equity Incentive Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registrant's Registration Statement on
Form S-8 (File No. 333-34003), filed with the Securities and
Exchange Commission on August 20, 1997 and the registrant's
Registration Statement on Form S-8 (File No. 333-79167), filed
with the Securities and Exchange Commission on May 24, 1999, are
incorporated by reference herein.
Item 8. Exhibits.
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Exhibit
Number
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5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in
their legal opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of this
Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Town of Bedford, Commonwealth of Massachusetts, on the 12th
day of April, 2000.
HOLOGIC, INC.
By: /s/ S. David Ellenbogen
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S. David Ellenbogen
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints S. David
Ellenbogen and Jay A. Stein and each of them (with full power to
each of them to act alone), his true and lawful attorneys-in-
fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or
their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
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/s/ S. David Ellenbogen Director and Principal April 12, 2000
- ----------------------- Executive Officer
S. David Ellenbogen
/s/ Jay A. Stein Director April 12, 2000
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Jay A. Stein
/s/ Steve L. Nakashige Director April 12, 2000
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Steve L. Nakashige
/s/ Glenn P. Muir Chief Financial Officer April 12, 2000
- ---------------------- and Principal Accounting
Glenn P. Muir Officer
/s/ Irwin Jacobs Director April 12, 2000
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Irwin Jacobs
/s/ William A. Peck Director April 12, 2000
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William A. Peck
/s/ Gerald Segel Director April 12, 2000
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Gerald Segel
/s/ Elaine Ullian Director April 12, 2000
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Elaine Ullian
INDEX TO EXHIBITS
Exhibit Sequential
Number Page Number
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included
in their legal opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of
this Registration Statement).