As filed with the Securities and Exchange Commission on September 12, 1996.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HOLOGIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2902449
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State of Incorporation (IRS Employer Identification Number)
590 Lincoln Street, Waltham, Massachusetts 02154
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(Address of principal executive offices) (zip code)
Hologic, Inc.
Amended and Restated 1990 Non-Employee Director Stock Option Plan
1986 Combination Stock Option Plan
1995 Stock Purchase Plan
Savings and Investment Plan
1995 Combination Stock Option Plan
(Full title of plans)
S. David Ellenbogen, Chairman
Hologic, Inc., 590 Lincoln Street, Waltham, Massachusetts 02154 (617) 890-2300
(Name and address 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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Proposed Proposed
Amount to maximum maximum
be offering aggregate Amount of
Title of securities registered price per offering registration
to be registered (1) share (2) price (2) fee
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Common Stock, $.01
par value 1,150,000 shares $38.25 $43,987,500 $15,168.10
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Rights to Purchase
Common Stock (3) 3,326,750 rights --- --- ---
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(1) Consists of 1,100,000 shares and 50,000 shares that may be issued pursuant
to options granted under the Hologic, Inc. 1995 Combination Stock Option
Plan and the Hologic, Inc. Amended and Restated 1990 Non-Employee Director
Stock Option Plan, respectively. Also registered hereunder are such
additional number of shares of common stock, presently indeterminable, as
may be necessary to satisfy the antidilution provisions of the Plans to
which this Registration Statement relates.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average high and low prices for the Registrant's Common Stock on the
National Association of Securities Dealers National Market System on
September 10, 1996.
(3) 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. Includes rights that may be issued in connection
with the delivery of shares of Common Stock which have previously been
registered as referenced below. 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 also incorporates by reference and serves as
Post-Effective Amendments No. 4, No. 2 and No. 1 to Registration Statements Nos.
33-35191, 33-47830 and 33-87792, respectively, on Form S-8, relating to an
aggregate of 150,000 shares issuable under the Hologic, Inc. Amended and
Restated 1990 Non-Employee Director Stock Option Plan, 1,726,750 shares issuable
under the 1986 Combination Stock Option Plan, 200,000 shares issuable under the
1995 Stock Purchase Plan and 100,000 shares issuable under the Savings and
Investment Plan, as adjusted to give effect to the two-for-one stock split of
the Company, in the form of a stock dividend, effected in March 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents by Reference.
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The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") (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 to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
(a) The Company's Prospectus included in its Registration Statement on
Form S-4, File No. 333-08977.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Prospectus referred
to in (a) above.
(c) The description of the Company's Common Stock and Rights to
Purchase Common Stock which are contained in Hologic's Registration Statements
filed pursuant to Section 12 of the Exchange Act and all amendments thereto and
reports filed for the purpose of updating such description.
All documents filed by the Registrant 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.
The Company hereby undertakes to provide without charge to each person
who has received a copy of any of the prospectuses to which this registration
statement relates, upon the written or oral request of any such person, a copy
of any or all the documents that have been or may be incorporated by reference
into this registration statement, other than exhibits to such documents (unless
such exhibits are incorporated therein by reference).
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the securities offered hereby has been passed upon for
the Registrant by Messrs. Brown, Rudnick, Freed & Gesmer, One Financial Center,
Boston, Massachusetts 02111. Lawrence M. Levy, Secretary of the Registrant, is a
member of Brown, Rudnick, Freed & Gesmer and a stockholder of the Registrant.
Item 6. Indemnification of Directors and Officers.
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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.
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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.
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Not Applicable.
Item 8. Exhibits.
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Number Description
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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).*
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).
99.1 Registrant's Second Amended and Restated 1990 Non-Employee
Director Stock Option Plan - Filed as Exhibit 10.26 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996.*
99.2 Registrant's 1986 Combination Stock Option Plan - Filed as
Exhibit 10.07 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 24, 1994.*
99.3 Registrant's 1995 Stock Purchase Plan - Filed as Exhibit 10.09
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 24, 1994.*
99.4 Registrant's Savings and Investment Plan - Filed as Exhibit
99.4 to the Registrant's Registration Statement on Form S-8
(File No. 33-87792).*
99.5 Registrant's 1995 Combination Stock Option Plan - Filed as
Exhibit 10.26 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 30, 1996.*
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* 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.
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(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
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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.
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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 September
11, 1996.
HOLOGIC, INC.
By: /s/ S. David Ellenbogen
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S. David Ellenbogen
Chairman and 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 Glenn P. Muir 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
- ---------------------- Principal Executive Officer September 11, 1996
S. David Ellenbogen and Director ------------
/s/ Glenn P. Muir
- ---------------------- Principal Financial and September 11, 1996
Glenn P. Muir Accounting Officer ------------
/s/ Jay A. Stein
- ---------------------- Director September 11, 1996
Jay A. Stein ------------
- ---------------------- Director , 1996
Larry S. Grossman ------------
/s/ Irwin Jacobs
- ---------------------- Director September 11, 1996
Irwin Jacobs ------------
/s/ William A. Peck
- ---------------------- Director September 11, 1996
William A. Peck ------------
/s/ Gerald Segel
- ---------------------- Director September 11, 1996
Gerald Segel ------------
/s/ Elaine Ullian
- ---------------------- Director September 3, 1996
Elaine Ullian ------------
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Exhibit Index
Number Description Reference
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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)* *
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)
99.1 Registrant's Amended and Restated 1990 Non-Employee
Director Stock Option Plan - Filed as Exhibit 10.08 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 24, 1994.
99.2 Registrant's 1986 Combination Stock Option Plan -
Filed as Exhibit 10.07 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
September 24, 1994.
99.3 Registrant's 1995 Stock Purchase Plan - Filed as
Exhibit 10.09 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 24, 1994.
99.4 Registrant's Savings and Investment Plan - Filed as
Exhibit 99.4 to the Registrant's Registration Statement
on Form S-8 (File No. 33-87792). *
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* 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.
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