<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDUEL 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
HOLOGIC, INC.
-------------
(Name of Registrant as Specified In Its Charter)
HOLOGIC, INC.
-------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11/1/:
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
_____________________
/1/ Set forth the amount on which the filing fee is calculated and state how it
as determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
______________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
______________________________________________________________________
(3) Filing Party:
______________________________________________________________________
(4) Date Filed:
______________________________________________________________________
<PAGE>
HOLOGIC, INC.
____________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 28, 1997
TO THE STOCKHOLDERS OF HOLOGIC, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of Hologic,
Inc., a Delaware corporation (the "Company"), will be held on Friday, February
28, 1997 at 10:00 a.m., local time, at the offices of the Company, 590 Lincoln
Street, Waltham, Massachusetts 02154 for the following purposes:
1. To elect six (6) directors to serve for the ensuing year and until their
successors are duly elected.
2. To ratify the appointment of Arthur Andersen LLP as independent public
accountants of the Company.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on January 10, 1997 are
entitled to notice of and to vote at the meeting and any continuation or
adjournment thereof. All stockholders are cordially invited to attend the
Annual Meeting. However, to assure your representation at the meeting, you are
urged to mark, sign, date and return the enclosed proxy as promptly as possible
in the postage-paid envelope enclosed for that purpose. Any stockholder
attending the meeting may vote in person even if he or she returned a proxy.
By order of the Board of Directors
Lawrence M. Levy, Secretary
Waltham, Massachusetts
January 16, 1997
________________________________________________________________________________
IMPORTANT
---------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE
OF RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE,
YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
THANK YOU FOR ACTING PROMPTLY.
________________________________________________________________________________
<PAGE>
HOLOGIC, INC.
______________
PROXY STATEMENT
1997 ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 28, 1997
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Hologic, Inc. (the "Company"), for use at the Annual Meeting of Stockholders to
be held on Friday, February 28, 1997, at 10:00 a.m., local time (the "Annual
Meeting"), or at any continuation or adjournment thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting of Stockholders.
The Annual Meeting will be held at the offices of the Company, 590 Lincoln
Street, Waltham, Massachusetts 02154. This proxy statement, the accompanying
proxy card and the annual report to stockholders are first being mailed to
stockholders on or about January 16, 1997.
RECORD DATE AND STOCK OWNERSHIP
Only stockholders of record at the close of business on January 10,
1997, are entitled to receive notice of and to vote at the Annual Meeting. At
the close of business on January 10, 1997 there were outstanding and entitled to
vote 12,892,733 shares of common stock of the Company, par value $.01 per share
("Common Stock"). Each stockholder is entitled to one vote for each share of
Common Stock.
REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this statement has
the power to revoke it at any time before it is voted. It may be revoked by
filing with the Secretary of the Company at the Company's principal executive
office, 590 Lincoln Street, Waltham, Massachusetts 02154, written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
The affirmative vote of the holders of a plurality of the shares of
Common Stock present or represented by proxy at the Annual Meeting is required
for the election of directors. The affirmative vote of a majority of the shares
of Common Stock present or represented by proxy at the Annual Meeting is
required for the approval of each of the other matters to be voted upon at the
Annual Meeting. A majority of the shares of Common Stock outstanding is
required to be present or represented by proxy at the Annual Meeting in order to
constitute the quorum necessary to take action at the Annual Meeting.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspector of elections appointed for the Annual Meeting. The
inspector of elections will treat broker non-votes and abstentions as Common
Stock that is present and entitled to vote for purposes of determining the
1
<PAGE>
presence of a quorum but as not voted for purposes of determining the approval
of any matter submitted to stockholders for a vote. Abstentions, including
broker non-votes, will have no effect on the outcome of the vote for the
election of directors or the ratification of auditors.
All costs of this solicitation of proxies will be borne by the Company.
The Company has retained American Stock Transfer & Trust Company to aid in the
solicitation of proxies from stockholders, banks and other institutional
nominees. The Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their reasonable expenses incurred
in forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram, or
personal solicitations by directors, officers, or employees of the Company. No
additional compensation will be paid for any such services.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1998 Annual Meeting of Stockholders must
be received by the Company no later than September 18, 1997, in order to be
considered for inclusion in the proxy statement and form of proxy relating to
that meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
`
A board of six (6) directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Board of Directors' nominees named below. All nominees are currently
directors of the Company. In the event that any nominee is unable or declines
to serve as a director at the time of the Annual Meeting, the proxies will be
voted for the nominee, if any, who shall be designated by the present Board of
Directors to fill the vacancy. It is not expected that any nominee will be
unable or will decline to serve as director. The proposed nominees are not
being nominated pursuant to any arrangement or understanding with any person.
The term of office of each person elected as a director will continue until the
next Annual Meeting of Stockholders or until a successor has been elected and
qualified.
Set forth below is certain biographical information regarding the nominees,
including information furnished by them as to their principal occupation for the
last five (5) years, certain other directorships held by them and their ages as
of January 10, 1997.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION SINCE
---- --- -------- --------
<S> <C> <C> <C>
S. David Ellenbogen 58 Chairman of the Board and
Chief Executive Officer 1985
Jay A. Stein 54 Senior Vice President, Technical
Director and Director 1985
Irwin Jacobs 59 Director 1990
William A. Peck 63 Director 1990
Gerald Segel 75 Director 1990
Elaine Ullian 49 Director 1996
</TABLE>
Mr. Ellenbogen, a co-founder of the Company, has served as its Chief
Executive Officer and a director since its organization in October 1985, as its
Chairman of the Board of Directors since May 1994, as its President from
October 1985 until May 1994 and as its Treasurer from October 1985 until
2
<PAGE>
February 1992. Prior to founding the Company, Mr. Ellenbogen served as
President, Treasurer and a director of Diagnostic Technology, Inc. ("DTI"),
which he co-founded with Dr. Stein in 1981. DTI, which developed an x-ray
product for digital angiography, was acquired in 1982 by Advanced Technology
Laboratories, Inc. ("ATL"), a wholly-owned subsidiary of Squibb Corporation.
Mr. Ellenbogen was involved in the management of the digital angiography group
of ATL from 1982 to 1985. Since July 1989, Mr. Ellenbogen has also been the
President, and a director of Vivid Technologies, Inc. ("Vivid") and typically
devotes approximately sixteen hours per week to Vivid pursuant to a management
agreement between the Company and Vivid. See "Certain Transactions".
Dr. Stein, a co-founder of the Company, has served as its Senior Vice
President, Technical Director and a director since its organization. Dr. Stein
co-founded DTI with Mr. Ellenbogen in 1981, served as Vice President and
Technical Director of DTI and was Technical Director of the digital angiography
group of its successor, ATL, from 1982 to 1985. Dr. Stein received a Ph.D. in
Physics from The Massachusetts Institute of Technology. He is the principal
author of fifteen patents involving x-ray technology. Since July 1989, Dr.
Stein has also been the Senior Vice President, Technical Director and a director
of Vivid and has been devoting approximately eight hours per week to Vivid
pursuant to a management agreement between the Company and Vivid. See "Certain
Transactions".
Mr. Jacobs has been a director of the Company since January 1990. Mr.
Jacobs has been the President of Dataviews, Inc., a company which manufactures
and distributes software products, since January 1992. Since December 1990, Mr.
Jacobs has also been the Chairman of the Board of Personal Protection
Consultants, Inc., a company which provides specialized training to hospitals
and law enforcement agencies. From May 1990 to December 1990, Mr. Jacobs was a
Vice President of Ask Computers, Inc., a computer system developer. From 1987
to May 1990, Mr. Jacobs was the President and Chairman of the Board of Directors
of Perception Technology Corp., a manufacturer of voice response systems.
Dr. Peck has been a director of the Company since January 1990. In 1989,
Dr. Peck became the Vice Chancellor for Medical Affairs at Washington University
(Executive Vice Chancellor since 1993) and Dean of the Washington University
School of Medicine in St. Louis, Missouri. From 1976 until his appointment as
Vice Chancellor, Dr. Peck was a Professor of Medicine and the Co-Chairman of the
Department of Medicine at Washington University, and the Physician-in-Chief at
the Jewish Hospital of St. Louis. Dr. Peck is a member of the Board of Trustees
of the National Osteoporosis Foundation and served as its President from 1985 to
1990. Dr. Peck also serves as a director of Allied Healthcare Products, Inc.,
Angelica Corporation, Reinsurance Group of America, Inc. and Boatman's Trust
Company.
Mr. Segel has been a director of the Company since March 1990. Mr. Segel,
currently retired, was Chairman of the Board of Tucker Anthony Incorporated from
January 1987 to May 1990. From 1983 through January 1987 he served as President
of Tucker Anthony Incorporated. Mr. Segel also serves as a director of
Litchfield Financial, Inc. and Vivid.
Ms. Ullian has been a director of the Company since February 1996. Ms.
Ullian is currently President and Chief Executive Officer of Boston Medical
Center, and has held this position since April 1994. From January 1987 to March
1994, Ms. Ullian held the position of President and Chief Executive Officer of
Faulkner Corporation/Faulkner Hospital. From 1984 to 1987, she was Vice
President for Clinical Operations at New England Medical Center. Ms. Ullian is
currently a member of the Governor's Council on Economic Growth and Technology.
3
<PAGE>
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Board of Directors met five times during the year ended September 28,
1996. Each director attended at least 75% of the meetings of the Board of
Directors and each of its Committees on which they served, except for Ms. Ullian
who attended two of the three meetings of the Board of Directors held while she
was a director.
Standing committees of the Board include an Executive Committee, an Audit
Committee and a Compensation Committee. The Board does not have a nominating
committee or a committee performing a similar function.
Messrs. Ellenbogen, Jacobs and Segel and Dr. Stein are currently the
members of the Executive Committee. The Executive Committee did not meet
formally during fiscal 1996. The Executive Committee has all the powers and
authority of the Board of Directors, except those powers that may not lawfully
be delegated by the Board of Directors and except those specific powers
delegated by the Board of Directors to any other committee appointed by it.
Messrs. Jacobs and Segel are currently the members of the Audit Committee.
During fiscal 1996, the Audit Committee met three times with the Company's
independent auditors. The Audit Committee reviews with the Company's
independent auditors the scope of the audit for the year, the results of the
audit when completed, the adequacy of the Company's internal control systems and
financial reporting procedures and the independent auditors' fee for services
performed.
Messrs. Jacobs and Segel, Dr. Peck and Ms. Ullian are currently the members
of the Company's Compensation Committee. During fiscal 1996, the Compensation
Committee met three times. The Compensation Committee determines the
compensation to be paid to key officers of the Company and administers the
Company's 1986 Combination Stock Option Plan, Executive and Key Employee Bonus
Program, Performance-Bonus Plan, 1995 Employee Stock Purchase Plan, 1995
Combination Stock Option Plan, and 401(k) Plan.
COMPENSATION OF DIRECTORS
Since October 1, 1991, each non-employee director received (i) an annual
retainer of $3,000, payable $750 per quarter, (ii) a director's meeting fee of
$600 for each meeting of the Board of Directors at which the director was
physically present and $300 for each meeting at which the director participated
by telephone and (iii) a committee meeting fee for each meeting of a committee
of the Board of Directors at which the director was physically present, in the
amount of $600 if the meeting was held on a day other than the day of the
meeting of the Board of Directors and $300 if held on the same day as the
meeting of the Board of Directors, but no fee if the committee meeting was held
at the same time or immediately in conjunction with the meeting of the Board of
Directors.
Commencing in fiscal 1997, each non-employee director will receive (i) an
annual retainer of $12,000, payable $3,000 per quarter, (ii) a director's
meeting fee of $1,500 for each meeting of the Board of Directors at which the
director was physically present and $600 for each meeting at which the director
participated by telephone and (iii) a committee meeting fee for each meeting of
a committee of the Board of Directors at which the director was physically
present, in the amount of $1,200 if the meeting was held on a day other than the
day of the meeting of the Board of Directors and $600 if held on the same day as
the meeting of the Board of Directors, but no fee if the committee meeting was
held at the same time or immediately in conjunction with the meeting of the
Board of Directors.
4
<PAGE>
Non-employee directors are also eligible to receive stock options pursuant
to the Company's Amended and Restated 1990 Non-Employee Director Stock Option
Plan.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends that the stockholders ratify the
selection of Arthur Andersen LLP as independent public accountants to examine
the consolidated financial statements of the Company and its subsidiaries for
the fiscal year ending September 27, 1997. Arthur Andersen LLP has audited the
Company's financial statements annually since 1986, and the Board of Directors
believes it is desirable and in the best interests of the Company to continue
employment of that firm. The affirmative vote of a majority of the Company's
Common Stock present in person or represented by proxy is required to ratify
the appointment of Arthur Andersen LLP as the Company's independent public
accountants. Action by stockholders is not required by law in the appointment
of independent public accountants, but their appointment is submitted by the
Board of Directors in order to give the stockholders a voice in the designation
of accountants. If the appointment is not ratified by the stockholders, the
Board of Directors will reconsider its choice of Arthur Andersen LLP as the
Company's independent public accountants.
A representative of Arthur Andersen LLP will be present at the meeting to
make a statement if such representative desires to do so and to respond to
appropriate questions.
5
<PAGE>
OTHER INFORMATION
SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of January 10, 1997
with respect to the beneficial ownership of the Company's Common Stock of each
director, each nominee for director, each named executive officer in the Summary
Compensation Table under "Executive Compensation", below, all executive officers
and directors as a group, and each person known by the Company to be the
beneficial owner of 5% or more of the Company's Common Stock. This information
is based upon information received from or on behalf of the named individuals.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
-------------------------
NAME OF NUMBER PERCENT OF
BENEFICIAL OWNER OF SHARES COMMON SHARES
---------------- ---------- --------------
<S> <C> <C>
S. David Ellenbogen (2) 488,960 3.8%
590 Lincoln Street
Waltham, Massachusetts 02154
Jay A. Stein (3) 387,080 3.0%
590 Lincoln Street
Waltham, Massachusetts 02154
Steve L. Nakashige (4) 121,851 *
Mark A. Duerst (4) 47,809 *
Glenn P. Muir (4) 40,718 *
Irwin Jacobs (4) 24,000 *
William A. Peck (4) 8,000 *
Gerald Segel (4) 20,000 *
Elaine Ullian (4) 2,000 *
All directors and executive officers as a group
(12 persons)(4) 1,362,416 10.5%
</TABLE>
- ---------------------
* Less than one percent.
(1) Unless otherwise noted, each person identified possesses sole voting and
investment power with respect to the shares listed.
(2) Includes (i) 45,030 shares held by, or in trust for, Mr. Ellenbogen's
children and grandchildren and (ii) 7,230 shares held by Mr. Ellenbogen as
trustee, all of which shares Mr. Ellenbogen disclaims beneficial ownership.
Also includes options to purchase 58,000 shares of Common Stock which are
exercisable within 60 days after January 10, 1997.
(3) Includes (i) 7,230 shares held by, or in trust, for Dr. Stein's children
and (ii) 27,230 shares held by Dr. Stein as trustee or custodian, all of
which shares Dr. Stein disclaims beneficial ownership. Also includes
options to purchase 58,000 shares of Common Stock which are exercisable
within 60 days after January 10, 1997.
(4) Includes the following shares subject to options which are exercisable
within 60 days after January 10, 1997: Mr. Nakashige - 121,666; Mr. Duerst
- - 47,034; Mr. Muir - 39,666; Mr. Jacobs - 24,000; Dr. Peck - 8,000; Mr.
Segel - 20,000; Ms. Ullian - 2,000; and all executive officers as a group -
451,364.
6
<PAGE>
EXECUTIVE OFFICERS
The names of the executive officers of the Company who are not
directors of the Company, and certain biographical information furnished by
them, are set forth below:
<TABLE>
<CAPTION>
NAME AGE TITLE
------ --- -------
<S> <C> <C>
Steve L. Nakashige 47 President and Chief Operating
Officer
Jean Chaintreuil 41 Vice President of European Operations
Mark A. Duerst 40 Vice President of Sales and Marketing
Glenn P. Muir 37 Vice President of Finance and
Treasurer
Theodore H. Vrountas 62 Vice President of Operations
Joel B. Weinstein 46 Vice President of New Business
Development
</TABLE>
Executive officers are chosen by and serve at the discretion of the
Board of Directors of the Company.
Mr. Nakashige has served as President and Chief Operating Officer of
the Company since May 1994. From 1988 to 1994, Mr. Nakashige was with General
Electric Medical Systems where he held the position of Senior Manager,
Ultrasound Business from 1990 to 1994 and Manager, Ultrasound Marketing
Operations from 1988 to 1990. From 1986 to 1988, Mr. Nakashige was Vice
President of Operations of Biosound Inc., a medical equipment manufacturer.
Mr. Chaintreuil has served as Vice President of European Operations of
the Company since February 1993. Mr. Chaintreuil has held the position of
President, Hologic Europe since joining the Company in October 1991. From 1986
to 1991, Mr. Chaintreuil held a variety of positions with General
Electric/C.G.R., including International Marketing Manager for mammography and
stand-alone products and Regional Sales and Service Manager for the Paris and
west France territory.
Mr. Duerst has served as Vice President of Sales and Marketing since
September 1994. Prior to that, Mr. Duerst held the position of Director of
North American Sales since 1990 and the position of Central Regional Sales
Manager since joining the Company in 1989. From 1988 to 1989, Mr. Duerst was an
independent marketing and sales consultant and from 1983 to 1987 he was Director
of Sales and Marketing of Lunar Corporation.
Mr. Muir, a Certified Public Accountant, has served as Vice President
of Finance and Treasurer of the Company since February 1992. Prior to that, Mr.
Muir held the position of Controller since joining the Company in October 1988.
From 1986 to 1988, Mr. Muir was Vice President of Finance and Administration and
Chief Financial Officer of Metallon Engineered Materials Corp., a manufacturer
of composite materials. Mr. Muir received an MBA from the Harvard Graduate
School of Business Administration in 1986.
Mr. Vrountas has served as Vice President of Operations since March
1994 and as an executive officer of the Company since December 1994. Prior to
joining the Company, Mr. Vrountas was employed with GTE Government Systems for
twenty-five years. His most recent position with GTE was Director of Operations
for the Communications Systems Division from 1987 to 1993.
7
<PAGE>
Mr. Weinstein has served as Vice President of New Business Development
since August 1993. Prior to that, Mr. Weinstein held the position of Vice
President of Marketing since joining the Company in 1987. From 1980 to 1987,
Mr. Weinstein held a variety of positions with Advanced Technology Laboratories,
Inc., including Marketing Director from 1982 to 1984 and Vice President,
Business Development from 1984 to 1987.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
during the last three fiscal years of the Company's Chief Executive Officer and
the four other most highly compensated executive officers whose annual salary
and bonus exceeded $100,000 for services in all capacities to the Company during
the last fiscal year (the "named executive officers").
<TABLE>
<CAPTION>
Long-Term
Compensation
Name and Fiscal Annual Compensation Securities Underlying All Other
Principal Position Year Salary ($) Bonus ($) Options (#) Compensation ($)(2)
- ----------------------- ------- --------- -------- --------------------- -------------------
<S> <C> <C> <C> <C> <C>
S. David Ellenbogen 1996 $179,822 $180,000 --- $3,325
Chairman and CEO 1995 $167,775 $ 42,500 130,000 $2,310
1994 $176,858 $ 60,000 50,000 $2,310
Jay A. Stein 1996 $179,433 $ 75,000 --- $3,325
Senior Vice President 1995 $167,495 $ 42,500 130,000 $2,310
1994 $176,672 $ 60,000 50,000 $2,310
Steve L. Nakashige 1996 $153,283 $100,000 --- $3,325
President and COO 1995 $133,909 $ 40,000 80,000 $3,954
1994 (1) $ 58,289 $ 15,000 200,000 ---
Mark A. Duerst 1996 $199,252 $ 20,000 --- $3,223
Vice President 1995 $169,592 $ 5,000 40,000 $2,310
Sales and Marketing 1994 $142,112 $ 10,000 100,000 $3,041
Glenn P. Muir 1996 $143,784 $100,000 --- $4,019
Vice President 1995 $116,817 $ 45,000 90,000 $2,159
Finance 1994 $113,523 $ 35,000 20,000 $ 388
</TABLE>
- ------------------
(1) Mr. Nakashige joined the Company in fiscal 1994.
(2) The amounts reported in this column consist of the Company's matching
contribution under its 401(k) Profit-Sharing Plan.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
There were no stock options granted to the Company's named executive
officers during the fiscal year ended September 28, 1996.
8
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth certain information regarding the
exercise of stock options during the fiscal year ended September 28, 1996 and
the fiscal year-end value of unexercised options for the Company's named
executive officers.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options at
Shares Acquired Value at Fiscal Year End (#) Fiscal Year End ($)(2)
Name on Exercise (#) Realized ($)(1) Exercisable / Unexercisable Exercisable/Unexercisable
- ----------------- -------------- --------------- --------------------------- --------------------------
<S> <C> <C> <C> <C>
S. D. Ellenbogen 57,000 $2,154,912 --- / 123,000 --- / $2,512,875
J. Stein 57,000 $2,231,010 --- / 123,000 --- / $2,512,875
S. Nakashige 80,000 $2,101,700 35,000 / 160,000 $ 733,438 / $3,496,250
M. Duerst 58,300 $1,326,667 900 / 91,600 $17,100 / $1,992,550
G. Muir 79,000 $1,437,050 --- / 86,000 -- / $1,761,250
</TABLE>
- -------------------
(1) The amount "realized" reflects the appreciation on the date of exercise
(based on the excess of the fair market value of the shares on the date of
exercise over the exercise price). However, because the executive officers may
keep the shares they acquired upon the exercise of the options (or sell them at
a different price), these amounts do not necessarily reflect cash realized upon
the sale of those shares.
(2) Based upon the $27.25 closing market price of the Company's Common Stock
as reported on the Nasdaq National Market System on September 28, 1996 minus the
respective option exercise price.
EXECUTIVE BONUS PROGRAM
The Compensation Committee of the Board of Directors approved an
Executive and Key Employee Bonus Program for fiscal 1997 under which executive
officers, senior management and key contributors selected by the Compensation
Committee may be eligible for cash bonuses, awarded at the discretion of the
Compensation Committee, to be paid in the first quarter of fiscal 1998. Under
this program, if pre-tax profits exceed $15,000,000, a bonus pool is expected to
be created equal to up to 5% of the Company's pre-tax profits. No bonus pool is
expected to be created if the Company's pre-tax profits do not exceed
$15,000,000. For fiscal 1996, bonuses of $885,000 were granted under a similar
program approved for that year. The 1996 program was based upon pre-tax profits
exceeding $1,000,000, with up to 8% of the operating profits in excess
$1,000,000 available to fund the bonus pool.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Decisions regarding executive compensation are made by the Company's
Compensation Committee of the Board of Directors, which is composed of Irwin
Jacobs, William A. Peck, Gerald Segel and Elaine Ullian. The Compensation
Committee also administers the Company's 1986 Combination Stock Option Plan,
Employee Stock Purchase Plan, Executive and Key Employee Bonus Program,
Performance - Bonus Plan, 1995 Combination Stock Option Plan, and 401(k) Plan.
None of the members of the Compensation Committee has ever been an officer or
employee of the Company or any of its subsidiaries.
9
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, consisting
entirely of independent non-management directors, approves all policies under
which compensation is paid or awarded to the Company's executive officers. The
Committee is comprised of Messrs. Jacobs, Peck and Segel and Ms. Ullian.
HOLOGIC'S COMPENSATION PHILOSOPHY AND PLAN
The Company's executive compensation program is designed to attract
and retain superior executive talent, to provide incentives and rewards to
executive officers who will contribute to the long-term success of Hologic and
to closely align the interests of executives with those of Hologic's
stockholders.
The Committee reviews the Company's executive compensation program
through the application of the subjective business judgment of each of its
members and through an informal survey of executive compensation programs of
peer companies. The Compensation Committee does not use a quantitative method
or use a mathematical formula to set any element of compensation for a
particular executive officer. The Compensation Committee uses discretion and
considers all elements of an executive's compensation package when setting each
portion of compensation which is based upon corporate performance and individual
initiatives and performance. The principle elements of the Company's executive
compensation program consist of: (i) base annual salary, (ii) executive bonus
program and (iii) stock options.
BASE ANNUAL SALARIES. Base annual salaries for executive officers are initially
determined by evaluating the responsibilities of the position and the experience
and knowledge of the individual. Also taken into consideration is the
competitiveness of the marketplace for executive talent, including a comparison
of base annual salaries for comparable positions at peer companies. Individual
adjustments are made at the discretion of the Compensation Committee, taking
into consideration factors such as the Company's performance and the
Compensation Committee's subjective perception of the individual's performance.
EXECUTIVE BONUS PROGRAM. The Company maintains an Executive Bonus Program
which provides for a bonus pool to be established for executive officers, senior
management and key contributors of the Company based upon the amount by which
the Company's pre-tax profits exceed certain specified targets for a fiscal
year. Bonuses from this pool are allocated among the executive officers and
other eligible employees at the discretion of the Compensation Committee, based
upon the Compensation Committee's subjective determination of the participant's
performance during the year. For Fiscal 1996, bonuses aggregating $885,000 were
granted under the Executive Bonus Program. The 1996 program was based upon pre-
tax profits exceeding $1,000,000, with up to 8% of the operating profits in
excess $1,000,000 available to fund the bonus pool. See "Compensation of
Executive Officers -- Summary Compensation Table" and "-- Executive Bonus
Program".
STOCK OPTIONS. The third component of executive officers' compensation is the
Company's 1986 and 1995 Combination Stock Option Plans pursuant to which the
Company has granted to non-director executive officers options to purchase
shares of Common Stock.
Stock options are designed to align the interests of the executive
with those of the stockholders. Stock options are granted at an exercise price
equal to the fair market value of the Common Stock on the date of grant. These
options generally vest at the rate of 20% or 25% per year, with the first
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installment vesting either at the end of one or two years, respectively, from
the date of employment (for options granted upon initial employment) or the date
of grant and are exercisable within ten years from the date of grant. This plan
is designed to provide incentives for the creation of long-term value for the
Company's stockholders as the full benefit of the compensation package cannot be
realized unless stock price appreciation occurs over a number of years. The
size of individual stock grants are based upon the Committee's subjective review
of the job responsibility and individual contribution to the Company's success.
Previous stock option grants are considered when awards are determined.
The Committee incorporated additional performance incentives in new
awards granted to executive officers from December 1993 through April 1995 under
the 1986 Plan by providing for vesting over a longer period, ten years, with
accelerated vesting if the Company meets certain profitability criteria as
measured by pre-tax earnings. These new options vest at the rate of 10% per
year and provide for accelerated vesting of an additional 10% to 20% of the
shares for any fiscal year in which the Company achieves pre-tax operating
earnings of 5% or 10% of sales, respectively.
The Board of Directors approved the 1995 Combination Stock Option
Plan, which incorporated additional performance incentives in new awards granted
to executive officers in June 1995. These new options vest at the rate of 20%
per year, plus the pre-tax operating earnings percentage of the most recently
ended fiscal year, beginning January 1, 1996, and capped at 33 1/3% per year.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In January 1996, Mr. Ellenbogen's base salary was increased to
$180,000 from $170,000, which the Committee considers to be comparable to the
salaries of chief executive officers of peer companies based on the Committee's
informal survey of executive compensation at peer companies. In fiscal 1996,
Mr. Ellenbogen also received a bonus of $180,000. The bonus represented the
amount of the fiscal 1996 bonus pool under the Company's Executive Bonus Program
allocated to Mr. Ellenbogen by the Compensation Committee. This allocation
reflects the Compensation Committee's subjective judgment that Mr. Ellenbogen's
efforts contributed significantly to the Company's success during fiscal 1996.
In fiscal 1996, Mr. Ellenbogen was instrumental in, among other things, the
Company achieving record sales and operating results.
CONCLUSION
Through these programs, a significant portion of the Company's
executive compensation is linked directly to individual and Company performance
in pursuance of strategic goals as well as stock price appreciation. The
Compensation Committee intends to continue the policy of linking executive
compensation to Company performance and stockholder return, recognizing however,
that fluctuations in the operating results of the business may result over time.
THE COMPENSATION COMMITTEE
Irwin Jacobs
William A. Peck
Gerald Segel
Elaine Ullian
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PERFORMANCE GRAPH
The following Performance Graph compares the yearly percentage change
in the Company's cumulative total shareholder return on the Company's Common
Stock for the period from September 30, 1991 through September 28, 1996, based
upon the market price of the Company's Common Stock, with the cumulative total
return on the Standard and Poor's 500 Stock Index (the "S&P 500") and the
Standard and Poor's Medical Products and Supplies Index (the "S&P Medical
Products") for that period. The Performance Graph assumes the investment of
$100 on September 30, 1991 in the Company's Common Stock, the S&P 500 and the
S&P Medical Products, and the reinvestment of any and all dividends.
<TABLE>
<CAPTION>
___________________________________________________________________________________________
Cumulative Total Return
September September September September September September
1991 1992 1993 1994 1995 1996
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Hologic, Inc. $ 100 $ 88 $ 71 $ 223 $ 329 $ 800
S&P 500 $ 100 $ 111 $ 125 $ 130 $ 169 $ 203
S&P Medical
Products $ 100 $ 97 $ 74 $ 94 $ 153 $ 183
___________________________________________________________________________________________
</TABLE>
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CERTAIN TRANSACTIONS
For the fiscal year ended September 28, 1996, the following transactions
occurred which involved more than $60,000 between the Company and any director,
executive officer, five percent (5%) beneficial owner of the Company's Common
Stock or any member of the immediate family of any of the foregoing persons.
VIVID TECHNOLOGIES, INC.
In June 1989, the Company granted an exclusive perpetual license to use
certain patent rights and technology to Vivid Technologies, Inc. for the
development, manufacture and sale of X-ray screening security systems for
explosives, drugs, currency and other contraband (subject to termination by
either party for certain defaults). In September 1996, this license was amended
to grant Vivid a nonexclusive license to use these patents and technology for
the development, manufacture and sale of X-ray-based products capable of being
used for process control applications in the food and beverage industries. Mr.
Ellenbogen and Dr. Stein are directors of Vivid and hold similar offices in
Vivid as they do in the Company. Mr. Ellenbogen and Dr. Stein collectively
beneficially own approximately 14% of the outstanding voting stock of Vivid.
Under the license agreement, Vivid is required to pay the Company royalties
of 5% of the first $50 million of net sales of screening security systems using
the Company's technology, and 3% of net sales in excess of $50 million, up to a
maximum of $200 million of net sales of these products. Vivid is also required
to pay royalties of 3% up to a maximum of $200 million of net sales of products
covered by the nonexclusive license for food and beverage process control. The
maximum aggregate royalties payable by Vivid to the Company under this exclusive
arrangement are $7 million, and under the nonexclusive arrangement, are $6
million. In fiscal 1996, Vivid paid the Company royalties of approximately
$775,000 under the license agreement, on aggregate sales through fiscal 1996 of
approximately $46.9 million.
Under a management agreement through a portion of fiscal 1996, the Company
provided Vivid with management, engineering and administrative support, and
space at the Company's facilities. Vivid vacated this space in the second
quarter of fiscal 1996. The Company continues to provide the part-time
management services of Mr. Ellenbogen and Dr. Stein, and through September 1996,
the services of Glenn Muir. Under this arrangement, Vivid was required to pay
the Company its proportionate share of the Company's overhead, including rent
and the salary of the Company's employees rendering services to Vivid.
Currently, the payments made under this arrangement are Vivid's proportionate
share of Mr. Ellenbogen's and Dr. Stein's compensation. Under this arrangement,
no compensation is paid by Vivid to any of the Company's employees. The
management agreement may be terminated by either party on six month's written
notice. For the fiscal year ended September 28, 1996, Vivid was charged
approximately $325,000 by the Company for services rendered under the agreement
and, through the second quarter of fiscal 1996, space at the Company's
facilities. In December 1996, Vivid paid the Company a $50,000 bonus for the
management services provided in fiscal 1996. The Company estimates that Mr.
Ellenbogen and Dr. Stein have typically devoted approximately sixteen and eight
hours per week, respectively, on matters involving Vivid.
The Company believes that the agreements and transactions between the
Company and Vivid are commercially reasonable. The Company did not, however,
negotiate with any unaffiliated third parties prior to reaching an agreement
with Vivid and cannot therefore determine whether the terms of the transactions
are more or less favorable than could be obtained from third parties.
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<PAGE>
FLUOROSCAN IMAGING SYSTEMS, INC.
On August 29, 1996, Hologic acquired all of the outstanding shares of
FluoroScan Imaging Systems, Inc. in a transaction accounted for as a pooling of
interests. In connection with this transaction Larry S. Grossman, the Chief
Executive Officer of FluoroScan, and Arlen L. Issette, the President of
FluoroScan, each received 227,915 shares of Hologic Common Stock in exchange for
their shares of FluoroScan common stock. In addition, Mr. Grossman and Mr.
Issette each received options to purchase 93,207 shares of Hologic Common Stock
at exercise prices ranging from $21.24 to $23.01 per share in connection with
Hologic's assumption of their outstanding options to purchase FluoroScan common
stock. In connection with the transaction, Mr. Grossman and Mr. Issette
retained their positions as officers and directors of FluoroScan, Mr. Grossman
became a director and a Vice President of Hologic, and Mr. Issette became a Vice
President of Hologic. On January 7, 1997, Mr. Grossman and Mr. Issette ceased
to serve FluoroScan and Hologic in all official capacities.
INDEBTEDNESS OF MANAGEMENT
In fiscal 1995, Steve L. Nakashige, the President and Chief Operating
Officer of the Company, borrowed an aggregate of $161,000 from the Company
pursuant to a bridge loan to assist Mr. Nakashige in the purchase of a local
primary residence in connection with his relocation to Massachusetts. The loan
has no stated annual interest rate. This bridge loan was repaid to the Company
in fiscal 1996.
In fiscal 1995, Mark A. Duerst, the Vice President of Sales and Marketing
of the Company, borrowed an aggregate of $155,000 from the Company pursuant to a
bridge loan to assist Mr. Duerst in the purchase of a local primary residence in
connection with his relocation to Massachusetts. The loan has no stated
interest rate. This bridge loan was repaid to the Company in fiscal 1996.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission ("SEC"). Specific filing deadlines of these
reports have been established and the Company is required to disclose in this
Proxy Statement any failure to file by these dates during the fiscal year ended
September 28, 1996. To the best of the Company's knowledge, all of these filing
requirements have been satisfied. In making this statement, the Company has
relied solely on written representations of its directors and executive officers
and any ten percent stockholders and copies of the reports that they filed with
the SEC.
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the accompanying proxy to vote the shares represented thereby
on such matters in accordance with their best judgment.
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<PAGE>
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of the Proxy Statement entitled "Report of the Compensation Committee
on Executive Compensation" and "Performance Graph" shall not be deemed to be so
incorporated, unless specifically otherwise provided in any such filing.
FINANCIAL MATTERS AND FORM 10-K REPORT
The Company's annual report for the fiscal year ended September 28, 1996,
is being mailed with this proxy statement to stockholders entitled to notice of
the meeting. The consolidated financial statements, unaudited selected
quarterly data and management's discussion and analysis of financial condition
and results of operations included in the annual report are incorporated by
reference herein.
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A
COPY OF AN ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON
RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE SENT TO
INVESTOR RELATIONS, HOLOGIC, INC., 590 LINCOLN STREET, WALTHAM, MASSACHUSETTS
02154.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.
By order of the Board of Directors
Lawrence M. Levy, Secretary
Waltham, Massachusetts
January 16, 1997
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HOLOGIC, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
590 Lincoln Street FEBRUARY 28, 1997
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, 1997, 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 Friday, February 28, 1997,
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 six (6) 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, Elaine Ullian
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
________________________________________________________________________________
- --------------------------------------------------------------------------------
2. 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
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
Dated..................................., 1997
..............................................
..............................................
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.
