HOLOGIC, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
590 Lincoln Street FEBRUARY 27, 1996
Waltham, MA 02154
(617) 890-2300
The undersigned stockholder of HOLOGIC, INC., a Delaware corporation
(the "Company"), acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, dated January 16, 1996, and hereby appoints
S. David Ellenbogen and Jay A. Stein, and each of them acting singly, with
full power of substitution, attorneys and proxies to represent the undersigned
at the Annual Meeting of Stockholders of the Company to be held at the offices
of the Company, 590 Lincoln Street, Waltham, Massachusetts 02154, on Tuesday,
February 27, 1996, at 10:00 A.M. local time, and at any adjournment or
adjournments thereof, with all power which the undersigned would possess if
personally present, and to vote all shares of stock which the undersigned may
be entitled to vote at said meeting upon the matters set forth in the Notice
of Meeting in accordance with the following instructions and with
discretionary authority upon such other matters as may come before the
meeting. All previous proxies are hereby revoked.
1. The election of five (5) directors nominated by the Board of Directors for
the ensuing year:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as indicated) to vote for all nominees
listed below
S. David Ellenbogen, Irwin Jacobs, William A. Peck, Gerald Segel, Jay A. Stein
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
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2. To amend the Company's Certificate of Incorporation to increase
number of authorized shares of Common Stock:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To adopt the Company's 1995 Combination Stock Option Plan:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To amend the Company's Amended and Restated 1990 Non-Employee
Director Stock Option Plan:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy is solicited on behalf of the Board of Directors. This proxy will
be voted as specified or, where no direction is given, will be voted for the
proposals in Items 1, 2, 3, 4 & 5
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
Dated................................., 1996
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Please sign your name exactly as it appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
it appears hereon. When signing as joint tenants, all parties in the joint
tenancy must sign. When a proxy is given by a corporation, it should be
signed by an authorized officer and the corporate seal affixed.