As filed with the Securities and Exchange Commission on August 20, 1997.
Registration No. 33-
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
HOLOGIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2902449
--------------------- ---------------
(State of Incorporation) (IRS Employer Identification No.)
590 Lincoln Street, Waltham, Massachusetts 02154
-------------------------------------------------
(Address of principal executive offices) (zip code)
Hologic, Inc. 1997 Employee Equity Incentive Plan
-------------------------------------------------
(Full title of the Plan)
S. David Ellenbogen, Chairman
Hologic, Inc.
590 Lincoln Street
Waltham, Massachusetts 02154
----------------------------
(Name and address of agent for service)
(617) 890-2300
-----------------------------------------------------------
(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
===================================================================================================
Title of Proposed maximum Proposed maximum
securities Amount to be offering price per aggregate offering Amount
to be registerd (1) share (2) price (2) of registration
registered fee
==================================================================================================
Common Stock, 500,000 $21.9065 $10,953,250 $3,320
$.01 par value (2) (3)
Rights to
Purchase Common
Stock (4) 500,000 rights -- -- --
==================================================================================================
(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 Corporation'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 high and low prices for the Corporation's
Common Stock on August 15, 1997, 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents by Reference.
- ------------------------------------------------
The Corporation hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended September 28, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
end of the fiscal year covered by the Annual Report referred to in (a) above.
(c) The descriptions of the Corporation's Common Stock and Rights to
purchase common stock which are contained in its Registration Statements
filed pursuant to Section 12 of the Exchange Act, including all amendments
and reports updating such description.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed hereby incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement.
Item 4. Description of Securities.
- ----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
The legality of the Common Stock, and of the Rights to be issued in
connection with Common Stock, to be issued pursuant to the 1997 Employee
Equity Incentive Plan has been passed upon for the Corporation by Brown,
Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts 02111.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Article 10 of the Registrant's Certificate of Incorporation eliminates
the personal liability of directors of the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the full extent permitted by
Delaware law. Article 11 of the Registrant's By-laws provides that the
Registrant may indemnify its officers and directors to the full extent
permitted by the General Corporation Law of the State of Delaware. Section
145 of the General Corporation Law of the State of Delaware authorizes a
corporation to indemnify directors, officers, employees or agents of the
corporation in non-derivative suits if such party acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe this conduct was unlawful, as
determined in accordance with the Delaware General Corporation Law. Section
145 further provides that indemnification shall be provided if the party in
question is successful on the merits or otherwise in the defense of any
claim.
The Registrant has entered into indemnification agreements with each of
its present directors. The Company may also enter into similar agreements
with certain of the Company's officers who are not also directors.
Generally, the indemnification agreements attempt to provide the maximum
protection permitted by Delaware law with respect to indemnification of
directors. In addition, the Registrant maintains insurance on behalf of any
person who is or was a director or officer against any loss arising from any
claim asserted against him or her in any such capacity, subject to certain
exceptions.
Item 7. Exemption from Registration Claimed.
- -------------------------------------------
Not Applicable.
Item 8. Exhibits.
- -----------------
4.1 Certificate of Incorporation of the Registrant - Filed as
Exhibit 3.01 to the Registrant's Registration Statement on Form
S-1 (File No. 33-33128).*
4.2 By-Laws of the Registrant - Filed as Exhibit 3.02 to the
Registrant's Registration Statement on Form S-1 (File No. 33-
33128).*
4.3 Specimen Certificate of Common Stock - Filed as Exhibit 4.01 to
the Registrant's Registration Statement on Form S-1 (File No.
33-33128).*
4.4 Rights Agreement dated December 22, 1992 - Filed as Exhibit 1 to
Registrant's Registration Statement on Form 8-A filed with
respect to the Rights, dated January 29, 1993.*
4.5 Amendment No. 1 and Amendment No. 2 to the Rights Agreement,
dated as of December 13, 1995 and December 9, 1996, respectively
- Filed as Exhibits 1 and 2 to Form 8-A/A amending Registrant's
Registrant Statement on Form 8-A filed with respect to the
Rights.*
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).
99 Registrant's 1997 Employee Equity Incentive Plan.
_____________
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to
the Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
Item 9. Undertakings.
- ----------------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 Waltham, Commonwealth of
Massachusetts, on the 20th day of August, 1997.
HOLOGIC, INC.
By:/s/S. David Ellenbogen
--------------------------
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
- --------- ----- -----
/s/ S. David Ellenbogen Director and Principal August 16, 1997
--------------------
S. David Ellenbogen Executive Officer
/s/ Jay A. Stein Director and Technical Director August 16, 1997
------------
Jay A. Stein
/s/ Glenn P. Muir Chief Financial August 16, 1997
--------------
Glenn P. Muir Officer
/s/ Irwin Jacobs Director August 16, 1997
------------
Irwin Jacobs
/s/ William A. Peck Director August 16, 1997
---------------
William A. Peck
/s/ Gerald Segel Director August 16, 1997
-------------
Gerald Segel
/s/ Elaine Ullian Director August 16, 1997
-------------
Elaine Ullian
INDEX TO EXHIBITS
Exhibit
Sequential
Number
Page Number
4.1 Certificate of Incorporation of the Registrant - Filed as Exhibit
3.01 to the Registrant's Registration Statement on Form S-1 (File
No. 33-33128).*
4.2 By-Laws of the Registrant - Filed as Exhibit 3.02 to the
Registrant's Registration Statement on Form S-1 (File No. 33-
33128).*
4.3 Specimen Certificate of Common Stock - Filed as Exhibit 4.01 to
the Registrant's Registration Statement on Form S-1 (File No. 33-
33128).*
4.4 Rights Agreement dated December 22, 1992 - Filed as Exhibit 1 to
Registrant's Registration Statement on Form 8-A filed with respect
to the Rights, dated January 29, 1993.*
4.5 Amendment No. 1 and Amendment No. 2 to the Rights Agreement, dated
as of December 13, 1995 and December 9, 1996, respectively - Filed
as Exhibits 1 and 2 to Form 8-A/A amending Registrant's Registrant
Statement on Form 8-A filed with respect to the Rights.*
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).
99 Registrant's 1997 Employee Equity Incentive Plan.
______________
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to
the Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.