SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 29, 1999
HOLOGIC, INC.
-------------
(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE
--------
(State or Other Jurisdiction of Incorporation)
0-18281 04-2902449
------- ----------
(Commission File Number) (I.R.S. Employer Identification No.)
35 Crosby Drive, Bedford, MA 01730
---------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(781) 999-7300
--------------
(Registrant's Telephone Number, Including Area Code)
N/A
---
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. GENERAL
- ------
On September 29, 1999, Hologic, Inc. filed suit against Fleet Business
Credit Corporation, formerly known as Sanwa Business Credit Corporation, in
Massachusetts Superior Court in Middlesex County. The lawsuit seeks declaratory
relief and damages relating to Hologic's Strategic Alliance Program with Fleet
Business Credit Corporation. Under the program, which was discontinued in
February of this year, Hologic sold bone densitometers to Sanwa, which Sanwa
leased to physicians on a fee per scan basis. Sanwa agreed to bear the primary
risk under the leases and to reimburse Hologic for remarketing expenses. Fleet
has advised Hologic that it has incurred substantial losses under the program
and has sought to shift the losses that Fleet faces to Hologic and has failed to
reimburse Hologic for its remarketing expenses. In its suit, Hologic is seeking
declaratory judgment regarding Fleet's contractual obligations, reimbursement of
remarketing expenses, damages for Fleet's violation of its covenant of good
faith and fair dealing, and attorney's fees.
This Current Report on Form 8-K contains forward-looking information that
involves risks and uncertainties, including statements about Hologic's plans,
objectives, expectations and intentions. Litigation is unpredictable and, as a
result, there can be no guaranty that Hologic will be successful in its lawsuit
against Fleet. Hologic cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Hologic
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any such statements to reflect any change in Hologic's
expectations or any change in events, conditions or circumstance on which any
such statement is based.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- ------
(c) EXHIBIT.
-------
10.1 Master Product Financing Agreement (filed as Exhibit 10.34
to the Registrant's Form 10-K for the fiscal year ended
September 26, 1998 filed with the Securities and Exchange
Commission on December 23, 1998).
10.2 Amendment to Master Product Financing Agreement by and
between the Registrant and Sanwa Business Credit
Corporation.
10.3 Amended and Restated Program Supplement Number 1 to Master
Product Financing Statement by and between the Registrant
and Sanwa Business Credit Corporation.
SIGNATURE
---------
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 hereunto duly authorized.
Dated: October 1, 1999 HOLOGIC, INC.
By: /s/ Glenn P. Muir
-----------------
Glenn P. Muir,
Chief Financial Officer