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)
FluoroScan Imaging Systems, Inc. 1994 Amended and Restated Stock Incentive Plan
FluoroScan Imaging Systems, Inc. 1995 Stock Incentive Plan
FluoroScan Imaging Systems, Inc. 1994 Directors 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 maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration fee
to be registered registered (1) share (2) price (2)
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Common Stock, $.01
par value 297,517 $22.46 $6,682,231.82 $2,304.22
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Rights to Purchase
Common Stock (3) 297,517 --- --- ---
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(1) Represents 150,716 shares, 124,431 shares and 22,370 shares of Common
Stock that may be issued upon exercise of outstanding options granted
under the FluoroScan Imaging Systems, Inc. 1994 Amended and Restated Stock
Incentive Plan, the FluoroScan Imaging Systems, Inc. 1995 Stock Incentive
Plan and the FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option
Plan, respectively, that were assumed by Hologic upon consummation of the
merger of its wholly-owned subsidiary with and into FluoroScan. 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) Based upon the average exercise price of the options pursuant to which the
shares covered by this Registration Statement may be purchased.
(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. 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.
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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 FluoroScan Imaging Systems, Inc. 1994 Amended and Restated
Stock Incentive Plan
99.2 FluoroScan Imaging Systems, Inc. 1995 Stock Incentive Plan
99.3 FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option
Plan
99.4 Agreement and Plan of Merger dated as of July 18, 1996 among
the Registrant, Fenway Acquisition Corp. and FluoroScan Imaging
Systems, Inc. -- Filed as Exhibit 2.01 to the Registrant's
Registration Statement on Form S-4 (File No. 333-08977)*
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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 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.
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(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
_____________________
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
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 FluoroScan Imaging Systems, Inc. 1994 Amended and Restated Stock Incentive Plan
99.2 FluoroScan Imaging Systems, Inc. 1995 Stock Incentive Plan
99.3 FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option Plan
99.4 Agreement and Plan of Merger dated as of July 18, 1996 among the Registrant,
Fenway Acquisition Corp. and FluoroScan Imaging Systems, Inc. -- Filed as Exhibit
2.01 to the Registrant's Registration Statement on Form S-4 (File No. 333-08977)* *
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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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