UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number: 0-18281
Hologic, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-2902449
(State of incorporation) (I.R.S. Employer Identification No.)
590 Lincoln Street, Waltham, Massachusetts 02154
(Address of principal executive offices) (Zip Code)
(781) 890-2300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No __
As of May 8, 1998 13,324,594 shares of the registrant's Common
Stock, $.01 par value, were outstanding.
HOLOGIC, INC. AND SUBSIDIARIES
INDEX
Page
PART I - FINANCIAL INFORMATION ----
Item 1. Financial Statements
Consolidated Balance Sheets
March 28, 1998 and September 27, 1997 3
Consolidated Statements of Income
Three and Six Months Ended March 28, 1998
and March 29, 1997 4
Consolidated Statements of Cash Flows
Six Months Ended March 28, 1998
and March 29, 1997 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II - OTHER INFORMATION 13
SIGNATURES 14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
March 28, September 27,
1998 1997
-------- -------------
CURRENT ASSETS:
Cash and cash equivalents.......... $43,657,350 $28,091,933
Short-term investments............. 43,367,050 56,173,247
Accounts receivable, less reserves
of $1,460,000...................... 29,838,158 29,231,105
Inventories........................ 18,441,301 13,204,528
Prepaid expenses and
other current assets............. 3,816,412 4,067,715
----------- -----------
Total current assets........... 139,120,271 130,768,528
----------- ------------
PROPERTY AND EQUIPMENT, at cost:
Equipment......................... 7,349,424 6,397,509
Furniture and fixtures............ 1,764,611 1,655,557
Leasehold improvements............ 1,705,626 1,687,523
------------ ----------
10,819,661 9,740,589
Less- Accumulated depreciation
and amortization.................. 5,665,167 5,036,017
---------- ---------
5,154,494 4,704,572
---------- ---------
Other assets, net.................. 14,759,676 9,194,142
----------- ---------
$159,034,441 $144,667,242
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
March 28, September 27,
1998 1997
-------- ------------
CURRENT LIABILITIES:
Line of credit..................... $780,810 $82,764
Accounts payable................... 6,305,798 5,232,270
Accrued expenses................... 10,371,446 9,297,552
Deferred revenue................... 8,252,547 3,287,924
----------- ---------
Total current liabilities....... 25,710,601 17,900,510
----------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value-
Authorized - 1,622,685
Issued and outstanding - none... -- --
Common stock, $.01 par value-
Authorized - 30,000,000 shares
Issued and outstanding -
13,310,286 and 13,111,442 shares,
respectively................... 133,103 131,114
Capital in excess of par value..... 93,647,157 91,668,270
Retained earnings.................. 40,582,173 35,798,846
Cumulative translation adjustment.. (1,038,593) (831,498)
----------- -----------
Total stockholders' equity...... 133,323,840 126,766,732
----------- -----------
$159,034,441 $144,667,242
============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
March 28, March 29, March 28, March 29,
1998 1997 1998 1997
-------- ------- -------- ---------
<c.
REVENUES:
Product sales................ $29,455,344 $27,153,104 $54,594,318 $53,428,613
Other revenues............... 741,889 846,784 1,723,563 1,681,018
----------- ----------- ----------- -----------
30,197,233 27,999,888 56,317,881 55,109,631
COSTS AND EXPENSES:
Cost of product sales........ 14,662,425 12,448,861 27,402,278 24,403,327
Research and development..... 2,505,675 2,205,646 4,844,676 3,937,086
Selling and marketing........ 7,839,985 4,523,467 4,589,022 9,092,197
General and administrative... 2,282,048 2,791,206 4,577,197 5,698,647
----------- --------- --------- -----------
27,290,133 21,969,180 51,413,173 43,131,257
---------- ---------- ---------- -----------
Income from operations..... 2,907,100 6,030,708 4,904,708 11,978,374
Interest income.............. 1,475,978 1,255,456 2,781,071 2,332,415
Other (expense) income....... (113,128) 54,736 (202,452) (61,595)
----------- --------- ---------- -----------
Income before
provision for income taxes. 4,269,950 7,340,900 7,483,327 14,249,194
PROVISION FOR INCOME TAXES.... 1,550,000 2,690,000 2,700,000 5,190,000
----------- ---------- --------- ----------
Net income................. $2,719,950 $4,650,900 $4,783,327 $9,059,194
========== ========== ========== ==========
NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE:
Basic earnings per share.... $ .21 $ .36 $ .36 $ .70
===== ===== ===== =====
Diluted earnings per share.. $ .20 $ .34 $ .35 $ .66
===== ===== ===== ======
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING.... 13,197,162 12,954,462 13,164,663 12,916,793
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON AND DILUTIVE POTENTIAL
COMMON SHARES OUTSTANDING.... 13,758,671 13,661,821 13,774,366 13,649,328
=========== ========== ========== ==========
The accompanying notes are an integral part of these consolidated
financial statements.
HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
March 28, March 29,
1998 1997
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................ $4,783,327 $9,059,194
Adjustments to reconcile net income
to net cash provided by operating activities-
Depreciation and amortization........... 755,919 582,964
Compensation expense related to
issuance of stock option............... 138,296 18,000
Changes in assets and liabilities-
Accounts receivable.................... (732,910) (6,968,967)
Inventories............................ (5,236,772) 340,695
Prepaid expenses and
other current assets................. 320,190 (1,053,620)
Accounts payable....................... 1,073,528 328,759
Accrued expenses....................... 1,365,416 4,151,500
Deferred revenue....................... 4,964,623 426,059
---------- -----------
Net cash provided by
operating activities.............. 7,431,617 6,884,584
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of held-to-maturity investments.. (41,645,401) (7,490,046)
Sales of held-to-maturity investments..... 50,094,625 1,330,561
Purchases of available-for-sale investments -- (36,271,422)
Sales of available-for-sale investments... -- 51,800,116
Purchases of property and equipment....... (1,079,072) (945,352)
Increase in other assets.................. (1,125,119) (3,101)
------------ ------------
Net cash provided by
investing activities............. 6,245,033 8,420,756
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease)
in line of credit....................... 698,046 (2,534,740)
Issuance of common stock pursuant to options
and employee stock purchase plans...... 1,057,812 926,141
Tax benefit from stock option exercises... 340,000 470,000
--------- ---------
Net cash provided by
(used in) financing activities...... 2,095,858 (1,138,599)
--------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH..... (207,091) (341,761)
---------- ------------
NET INCREASE IN CASH AND
CASH EQUIVALENTS.......................... 15,565,417 13,824,980
CASH AND CASH EQUIVALENTS, beginning
of period................................. 28,091,933 28,754,023
---------- ----------
CASH AND CASH EQUIVALENTS, end of period.... $43,657,350 $42,579,003
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $1,921,555 $ 2,979,310
========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
HOLOGIC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The consolidated financial statements of Hologic, Inc. (the
Company) presented herein have been prepared pursuant to the
rules of the Securities and Exchange Commission for quarterly
reports on Form 10-Q and do not include all of the information
and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with
the consolidated financial statements and notes thereto for the
year ended September 27, 1997, included in the Company's Form 10-
K as filed with the Securities and Exchange Commission on
December 23, 1997.
The consolidated balance sheet as of March 28, 1998, the
consolidated statements of income for the three and six months
ended March 28, 1998 and March 29, 1997 and the consolidated
statements of cash flows for the six months ended March 28, 1998
and March 29, 1997, are unaudited but, in the opinion of
management, include all adjustments (consisting of normal,
recurring adjustments) necessary for a fair presentation of
results for these interim periods.
The results of operations for the three and six months ended
March 28, 1998 are not necessarily indicative of the results to
be expected for the entire fiscal year ending September 26, 1998.
(2) Summary of Significant Accounting Policies
The accompanying consolidated financial statements reflect
the application of certain accounting policies described in this
and other notes to the consolidated financial statements.
(a) Inventories: Inventories are stated at the lower of
cost (first-in, first-out) or market and consist of the
following:
March 28, September 27,
1998 1997
-------- -------
Raw materials and work-in-process..... $14,743,288 $9,967,707
Finished goods........................ 3,698,013 3,236,821
----------- ----------
$18,441,301 $13,204,528
=========== ===========
Work-in-process and finished goods inventories consist of
material, labor and manufacturing overhead.
(b) Foreign Currency Translation:
Assets and liabilities of the Company's foreign subsidiaries
are translated into U.S. dollars at exchange rates in effect at
the end of the period, and revenues and expenses are translated
at the weighted average exchange rate in effect during the
period. Gains and losses from foreign currency translation are
included in the stockholders' equity section under cumulative
translation adjustment. Foreign currency transaction gains and
losses arising primarily from settlement of sales transactions
with the Company's foreign subsidiaries are included in results
of operations. Transaction losses of $50,139 and $74,995 for the
three and six months ended March 28, 1998, respectively, and
transaction gains of $83,378 and $1,054 for the three and six
months ended March 29, 1997, respectively, are included in other
expense in the accompanying consolidated statements of income.
(c) Earnings Per Share:
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128-
Earnings per Share. This standard is effective for fiscal
periods ending after December 15, 1997 and requires presentation
of both basic and diluted earnings per share on the face of the
Consolidated Statements of Income. These financial statements
have been prepared and presented based on the new standard.
Prior period amounts have been restated to conform to current
year presentation. Anti-dilutive weighted shares of 425,862 and
305,295 for the three and six months ended March 28, 1998,
respectively, and 144,752 and 131,179, for the three and six
months ended March 29, 1997, respectively, have been excluded
from the weighted average number of common and dilutive potential
common shares outstanding.
Basic and diluted share amounts are as follows:
Three Months Ended Six Months Ended
March 28, March 29, March 28, March 29,
1998 1997 1998 1997
---------- -------- -------- --------
Weighted average common
shares outstanding.......... 13,197,162 12,954,462 13,164,663 12,916,793
Common stock equivalents
outstanding pursuant to the
treasury stock method....... 561,509 707,359 609,703 732,535
---------- --------- --------- ---------
Weighted average number of
common and dilutive potential
common shares outstanding... 13,758,671 13,661,821 13,774,366 13,649,328
=========== ========== ========== ==========
(3) Line of Credit
The Company has an international line of credit with a bank
for the equivalent of $3,000,000, which bears interest at PIBOR
plus 1.50%. The borrowings under this line are denominated in
the local currency of its European subsidiaries and are primarily
used by these subsidiaries to settle intercompany sales.
(4) Concentration of Credit Risk
The Company sells certain of its systems to a leasing
company, which in turn leases the systems to third parties. The
leasing company accounted for 38% of DXA product sales in the six
months ended March 28, 1998.
(5) Recent Accounting Pronouncements
In June 1997, the FASB issued SFAS No. 130 Reporting
Comprehensive Income and SFAS No. 131, Disclosures About Segments
of an Enterprise and Related Information. Both SFAS No. 130 and
SFAS No. 131 are effective for fiscal years beginning after
December 15, 1997. The Company believes that the adoption of
these new accounting standards will not have a material impact on
the Company's financial statements.
(6) Patent Rights Acquisition
In January 1998, the Company made the final payment with
respect to the acquisition of certain patent rights pursuant to
an agreement entered into in fiscal 1992 and amended in May 1993.
The Company paid $1,086,250 (the equivalent of 55,000 shares of
common stock) for these patent rights. The additional cost of
these patent rights will be amortized over the remaining expected
life of approximately five years.
PART I - FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
HOLOGIC, INC. AND SUBSIDIARIES
Results of Operations
The Company's results of operations have and may continue to
be subject to significant quarterly variation. The results for a
particular quarter may vary due to a number of factors, including
the introduction of new products or product enhancements by the
Company or its competitors, the timing of FDA approvals or
clearances for such introductions, the overall state of health
care and cost containment efforts, the development status and
demand for drug therapies to treat osteoporosis, the status and
amount of reimbursement for approved procedures, the use of mini
c-arms in minimally-invasive surgical procedures, economic
conditions in the Company's markets, the timing of orders, the
timing of expenditures in anticipation of future sales, the mix
of products sold by the Company, and pricing and other
competitive conditions.
On March 13, 1998, the Company received approval from the
U.S. Food and Drug Administration for its pre-market application
for the Sahara Clinical Bone Sonometer. Sahara is an innovative
ultrasound device that estimates bone density of the heel.
Sahara results can be used as an aid to physicians in the
diagnosis of osteoporosis and in estimating a patient's risk for
future fracture. It is the first device of its type approved for
sale in the United States, and will be sold into the primary care
physician market by Physician Sales and Service, Inc., the
Company's exclusive distributor for this market segment. The
Company has increased certain administrative, sales and support
functions for this product with the belief that Sahara will
contribute materially to the Company's revenue and earnings. Any
delay in sales of Sahara due to customer acceptance, competitive
products, reimbursement concerns or other unfavorable business
developments could have an adverse impact on current and future
results.
Revenues. Total revenues for the second quarter of fiscal
1998 increased 8% to $30,197,233 from $27,999,888 in the second
quarter of fiscal 1997. Total revenues for the current six month
period increased 2% to $56,317,881 from $55,109,631 for the first
six months of fiscal 1997. This increase was primarily due to
(i) an increase in the total number of domestic DXA bone
densitometer product shipments and (ii) an increase in the total
number of international Sahara (the Company's ultrasound bone
sonometer) product shipments. These increases were partially
offset by a decrease in DXA bone densitometers sold in Asia,
especially in Japan. In the United States, the increase in the
number of DXA bone densitometers sold was partially offset by
lower average selling prices primarily attributable to a shift in
sales to the lower priced QDR-1000plus. In the current six month
period, the Company's QDR-1000plus comprised 60% of total DXA
densitometer sales compared to only 15% for the first six months
of last year. The shift to this system from the more fully
featured ACCLAIM series was driven by increased sales to the
primary care market in the United States. The Company began
actively selling to this new market in July 1997. ACCLAIM sales
to the hospital and radiology markets were lower than in the
previous year which the Company attributes in part to confusion
over the HCFA approved reimbursement rates for bone densitometry.
Although the actual rates for 1998 increased to $131 from $121,
the preliminary rate that was published in mid - 1997 was
significantly lower than the current rate. Other revenues
decreased slightly for the current three month period, as
compared to the same period of the previous year, due to a
decrease in revenue relating to medical data management services
provided to pharmaceutical companies to assist in the collection
and monitoring of clinical trial data. Other revenues increased
slightly for the current six month period, as compared to the
same period of the previous year, due to an increase in royalties
from the license of the Company's technology to Vivid
Technologies, Inc. which was partially offset by a decrease in
medical data management revenue.
Total revenues for the second quarter of fiscal 1998
increased 16% from $26,120,648 in the immediately preceeding
quarter primarily due to an increase in the number of DXA systems
sold in the United States to the primary care market.
In the first six months of fiscal 1998, approximately 71% of
product sales were generated in the United States, 18% in Europe,
7% in other international markets, and 4% in Asia. In the first
six months of fiscal 1997, approximately 57% of product sales
were generated in the United States, 21% in Europe, 14% in Asia,
and 8% in other international markets.
The number of x-ray bone densitometers sold by the Company
reached record levels as interest in bone diseases, such as
osteoporosis, has grown, especially in the primary care market in
the United States, as new drug therapies have become available to
treat these diseases and as the use of DXA systems to measure
bone density has become more widespread.
Costs and Expenses. The cost of product sales increased
as a percentage of product sales to 50% in the current three and
six month periods of fiscal 1998 from 46% in the same three and
six month periods of fiscal 1997. In the current quarter and six
month periods, these costs increased as a percentage of product
sales primarily due to a shift in the product sales mix to the
lower gross margin QDR-1000plus DXA bone densitometers. Sales of
the QDR-1000plus to the primary care market in the United States
increased dramatically in these periods and offset a slowdown in
sales of the higher gross margin ACCLAIM densitometers sold to
the hospital and radiology markets.
Research and development expenses increased 14% to
$2,505,675 (8% of total revenues) in the current quarter from
$2,205,646 (8% of total revenues) in the second quarter of fiscal
1997. For the current six month period, research and development
expenses increased 23% to $4,844,676 (9% of total revenues) from
$3,937,086 (7% of total revenues) for the first six months of
1997. The increase in research and development expenses in 1998
is primarily due to the addition of engineering personnel and
outside consultants working on the development of new products.
Selling and marketing expenses increased 73% to $7,839,985
(27% of product sales) in the current quarter from $4,523,467
(17% of product sales) in the second quarter of fiscal 1997. For
the current six month period, selling and marketing expenses
increased 60% to $14,589,022 (27% of product sales) from
$9,092,197 (17% of product sales) for the first six months of
1997. The increase in selling and marketing expenses in 1998 is
primarily due to an increase in sales commissions based on the
higher sales volume in areas where commissions are generally
paid, particularly in the United States.
General and administrative expenses decreased 18% to
$2,282,048 (8% of total revenues) in the current quarter from
$2,791,206 (10% of total revenues) in the second quarter of
fiscal 1997. During the first six months of fiscal 1998, general
and administrative expenses decreased 20% to $4,577,197 (8% of
total revenues) from $5,698,647 (10% of total revenues) in the
first six months of 1997. These decreases in general and
administrative expenses in fiscal 1998 were primarily due to
certain efficiencies achieved in connection with the integration
of FluoroScan.
Interest Income. Interest income increased to $1,475,978 in
the current quarter from $1,255,456 in the same quarter of fiscal
1997 and increased to $2,781,071 in the current six month period
from $2,332,415 in the comparable period in fiscal 1997 as the
Company held a higher investment base than in the prior year.
The company also increased the number of long-term receivables to
Latin American customers resulting in additional interest income.
Other (Expense) Income. The Company incurred other expense
of $113,129 for the second quarter of fiscal 1998 compared to
recognizing other income of $54,736 for the second quarter of
fiscal 1997. For the first six months of fiscal 1998 and 1997,
the Company incurred other expense of $202,452 and $61,595,
respectively. In the current quarter and six month periods,
these expenses were primarily attributable to interest costs on
the line of credit established for use by the Company's European
subsidiaries to borrow funds in their local currencies to pay for
intercompany sales, thereby reducing the foreign currency
exposure on those transactions and, to a lesser extent, to
foreign currency transaction losses. For the second quarter of
fiscal 1997, other income was primarily related to foreign
currency exchange gains arising from the Company's U.S. dollar
denominated sales transactions to its European subsidiaries
partially offset by interest costs on the line of credit. For
the first six months of fiscal 1997, these expenses were
primarily attributable to interest costs on the line of credit.
To the extent that foreign currency exchange rates fluctuate in
the future, the Company may be exposed to continued financial
risk. Although the Company has established a borrowing line
denominated in the two foreign currencies (the French Franc and
the Belgian Franc) in which the subsidiaries currently conduct
business to minimize this risk, there can be no assurance that
the Company will be successful or can fully hedge its outstanding
exposure.
Provision for Income Taxes. The Company's effective tax
rate was approximately 36% in the first six months of fiscal 1998
and 1997. The effective tax rate is less than the combined
Federal and state statutory rates due primarily to the favorable
Federal and state tax treatment afforded the Company's foreign
sales corporation and the favorable state tax treatment of
certain of the Company's interest income.
Liquidity and Capital Resources
At March 28, 1998, working capital was approximately $113
million, and cash, cash equivalents and short-term investments
totaled $87 million. The Company has funded its operations
primarily through cash flows from operations and the issuance of
securities. The cash, cash equivalents and short-term
investments balance increased approximately $2.8 million from
September 27, 1997 primarily due to operating activities which
included net income of $4.6 million and an increase in the
Company's deferred revenue, which were partially offset by an
increase in inventory. This increase in inventory is primarily
related to increased production of Sahara. The Company finances
certain sales to Latin America over a two-to-three year time-
frame. At March 28, 1998, the Company had long-term accounts
receivable outstanding of approximately $3.7 million relating to
these sales which were included in other assets. Also included
in other assets were marketable securities with maturities
exceeding one year totaling $9 million. As of March 28, 1998,
the Company has not experienced any significant change in these
receivables, however, the economic and currency related
uncertainties in these countries may increase the likelihood of
non-payment. In the first six months of 1998, the Company
purchased approximately $1.1 million of property and equipment,
primarily computers and other equipment associated with the
hiring of additional personnel.
The Company does not currently have any significant capital
commitments and believes that existing sources of liquidity and
funds expected to be generated from operations will provide
adequate cash to fund the Company's anticipated working capital
and other cash needs for the foreseeable future.
Recent Accounting Pronouncement
In June 1997, the FASB issued SFAS No. 130 Reporting
Comprehensive Income and SFAS No. 131, Disclosures About Segments
of an Enterprise and Related Information. Both SFAS No. 130 and
SFAS No. 131 are effective for fiscal years beginning after
December 15, 1997. The Company believes that the adoption of
these new accounting standards will not have a material impact on
the Company's financial statements.
Year 2000 Issue
The Company is currently working to resolve the potential
impact of the year 2000 on the processing of date-sensitive
information by the Company's computerized information systems and
by the Company's products. The year 2000 problem is the result
of computer programs being written using two digits (rather than
four) to define the applicable year. Any of the company's
programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000, which
could result in miscalculation or system failures. Based on
preliminary information, costs of addressing potential problems
are not currently expected to have a material adverse impact on
the Company's financial position, results of operations or cash
flows in future periods. However, failure of the Company, its
customers or vendors to resolve such processing issues in a
timely manner, could have a material adverse effect on the
Company's business, financial condition and results of
operations.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995
Certain statements in this filing, and elsewhere (such as in
other filings by the Company with the Securities and Exchange
Commission, press releases, presentations by the Company or its
management, and oral statements) constitute "forward-looking
statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors
which may cause the actual results, performance, or achievements
of the Company to be materially different from any future
results, performance, or achievements expressed or implied by
such forward-looking statements. Such factors include, among
other things, technical and marketing risks associated with the
development of new products, regulation, including the timing of
FDA approvals or clearances for the introduction of new products,
regulatory policies in the United States and other countries,
reimbursement policies of public and private health care payors,
introduction and acceptance of new drug therapies, competition
from existing products and from new products or technologies, and
market and general economic factors.
PART II - OTHER INFORMATION
HOLOGIC, INC. AND SUBSIDIARIES
Item 1. Legal Proceedings.
No material litigation
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security-Holders.
The Company held its Annual Meeting of Stockholders on
February 24, 1998. Approximately 10,432,124 shares or 79.3% of
the Common Stock issued and outstanding as of the record date,
were represented at the meeting in person or by proxy. Set forth
below is a brief description of each matter voted upon at the
meeting and the voting results with respect to each matter.
1. A proposal to elect the following seven persons to serve
as members of the Company's Board of Directors for the
ensuing year and until their successors are duly elected:
Name For Withheld Abstain
S. David Ellenbogen 10,246,250 185,874 0
Irwin Jacobs 10,247,235 184,889 0
Steve L. Nakashige 10,246,085 186,039 0
William A. Peck 10,247,235 184,889 0
Gerald Segel 10,246,585 185,539 0
Jay A. Stein 10,247,335 184,789 0
Elaine Ullian 10,247,235 184,889 0
2. A proposal to ratify the appointment of Arthur Andersen,
LLP as independent public accountants of the Company.
For: 10,236,850 Against: 176,862 Abstain: 18,412
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits furnished:
(27) Financial Data Schedule.
(b) Reports on Form 8-K:
None.
HOLOGIC, INC. AND SUBSIDIARIES
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.
Hologic, Inc.
(Registrant)
May 11, 1998 /s/ S. David Ellenbogen
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Date S. David Ellenbogen
Chairman and Chief Executive Officer
May 11, 1998 /s/ Glenn P. Muir
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Date Glenn P. Muir
Vice President, Finance and Treasurer
(Principal Financial and Chief
Accounting Officer)