SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A / A
Amendment No. 1
To Registration Statement on Form 8-A, dated January 29, 1993
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
HOLOGIC, INC.
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(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE 04-2902449
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(State of Incorporation) (I.R.S. Employer
Identification No.)
590 Lincoln Street, Waltham, Massachusetts 02154
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the
registration of a class of
debt securities and is
effective upon filing pursuant
to General Instruction A(c)(1)
please check the following
box._____
If this Form relates to the
registration of a class of
debt securities and is to
become effective
simultaneously with the
effectiveness of a concurrent
registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box.
_________
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Right
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(Title of Class)
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(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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At a meeting on December 22, 1992, the Board of Directors of the Company
declared a dividend distribution of rights (the "Rights") to purchase Common
Stock under a Rights Agreement (the "Rights Agreement") between the Company
and American Stock Transfer & Trust Company, as Rights Agent.
The Rights Agreement provides that the Rights will separate from the
Common Stock of the Company and become exercisable and separately tradeable
following the earlier of (i) ten business days (or such later date as the
Board may decide) after any person commences a tender offer that would result
in such person holding a total of 15% or more of the Common Stock, or (ii) ten
business days (or such earlier or later date, not beyond the thirtieth day,
as the Board of Directors may decide) after the announcement that an Acquiring
Person has acquired 15% or more of the outstanding Common Stock of the Company
(the "Flip-In Date"). At that time, separate certificates representing the
Rights are required to be distributed. Once the Rights become exercisable,
the holders become entitled to buy one newly issued share of Common Stock for
$90 (the "Exercise Price") for each Right.
In addition, after the Flip-In Date the holders of Rights, except the
Acquiring Person, are entitled to purchase that number of shares of the
Company's Common Stock having a market value equal to twice the Exercise
Price.
After a person or group has become an Acquiring Person, the Company may
not consolidate or merge with, or sell 50% or more of its assets or earning
power to, any person, or engage in certain "self dealing" transactions with an
Acquiring Person if at the time of such merger, sale or "self dealing"
transaction, the Acquiring Person controls the Board of Directors and, in the
case of a merger, will receive different treatment than all other stockholders
(collectively, a "Flip-over Event"), unless proper provision is made so that
each Right would thereafter become a right to buy, for the Exercise Price,
that number of securities of such other person having a market value of twice
the Exercise Price.
After the Flip-In Date and prior to the time that an Acquiring Person
becomes beneficial owner of 50% or more of the Common Stock, the Board of
Directors may, in lieu of this right to purchase shares of the Company's
Common Stock at a 50% discount, at its option, elect to issue one share of
Common Stock for each Right held by everyone except the Acquiring Person.
The Rights may be terminated by the Board of Directors at any time until
the Flip-In Date.
The Board of Directors may amend the Rights Agreement in any respect
until the Flip-In Date. Thereafter, the Board of Directors may amend the
Rights Agreement in any respect not materially adverse to Rights holders
generally.
The Rights will not prevent a takeover of the Company. However, the
Rights may cause a substantial dilution to a person or group that acquires 15%
or more of the Company's Common Stock unless the Rights are first redeemed by
the Board of Directors of the Company. Nevertheless, the Rights should not
interfere with a transaction that is in the best interests of the Company and
its stockholders because the Rights may be redeemed at any time prior to the
Flip-In Date.
As long as the Rights are attached to the Common Stock, the Company will
issue one Right with each new share of Common Stock so that all such shares
will have rights attached.
The foregoing description of the Rights is qualified in its entirety by
reference to the Rights Agreement and any exhibits thereto included as an
Exhibit to Registrant's Form 10-K for the fiscal year ended September 30, 1992
and the Amendments to the Rights Agreement filed as Exhibits hereto.
Item 2. Exhibits.
4.01. Amendment No. 1 to Rights Agreement, dated as of December 13, 1995.
4.02. Amendment No. 2 to Rights Agreement, dated as of December 9, 1996.
SIGNATURE
Pursuant to the requirements of Sections 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: January 17, 1997 HOLOGIC, INC.
By: /s/ Glenn P. Muir
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Glenn P. Muir
Treasurer and
Chief Financial Officer
HOLOGIC, INC.
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment"), dated as of December 13, 1995,
to the Rights Agreement (the "Rights Agreement"), dated as of December 22,
1992, between Hologic, Inc., a Delaware Corporation (the "Company"), and
American Stock Transfer & Trust Company, a New York trust company.
RECITALS
1. The Board of Directors of the Company has authorized an
underwritten public offering of the Company's Common Stock, $.01 par value;
2. The Board of Directors has determined that it is in the best
interest of the Company to amend the Rights Agreement so that such Agreement
does not apply to the purchase by an underwriter of the Company's Common Stock
in an underwritten public offering.
3. Capitalized terms used but not defined in this Amendment No. 1
shall have the meanings given them in the Rights Agreement.
NOW, THEREFORE, in consideration of the promises and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment of subparagraph (a) ARTICLE I, Section 1.1.
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Subparagraph (a) of ARTICLE I, Section 1.1 is hereby amended and restated so
that such subparagraph reads in its entirety as follows:
"(a) "Acquiring Person" means any Person who is a Beneficial Owner of
15% or more of the outstanding shares of Common Stock; provided, however, that
the term "Acquiring Person" shall not include (i) any Person who shall become
the Beneficial Owner of 15% or more of the outstanding shares of Common Stock
solely as a result of an acquisition by the Company of shares of Common Stock,
until such time hereafter or thereafter as such Person shall become the
Beneficial Owner (other than by means of a stock dividend or stock split) of
any additional shares of Common Stock, (ii) any Person who inadvertently
acquired Beneficial Ownership of 15% or more of the outstanding shares of
Common Stock or otherwise acquired Beneficial Ownership of shares of Common
Stock without any plan or intention to seek control of the Company and without
knowledge that such acquisition would make such Person an Acquiring Person,
if, in either case, such Person promptly divests (without exercising or
retaining any power, including voting, with respect to such shares) a
sufficient number of shares of Common Stock (or securities convertible into
Common Stock) so that such Person ceases to be the Beneficial Owner of 15% or
more of the outstanding shares of Common Stock, after notice by the Company
that such Person will be deemed by the Company to be an Acquiring Person
unless such Person makes such divestitures, or (iii) an underwriter or
underwriters which purchase shares of Common Stock in an underwritten public
offering with a view to the public distribution of such shares of Common
Stock."
2. Reaffirmation of Rights Agreement. Except as specifically amended
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by this Amendment No. 1, the Rights Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of the date first above written.
HOLOGIC, INC.
By:/s/ S. David Ellenbogen
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S. David Ellenbogen
Chief Executive Officer
AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By: /s/ Carolyn B. O'Neill
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Carolyn B. O'Neill
Vice President-Administration
HOLOGIC, INC.
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 (this "Amendment"), dated as of December 9, 1996,
to the Rights Agreement, dated as of December 22, 1992, and amended by
Amendment No. 1 to Rights Agreement, dated as of December 13, 1995 (as
amended, the "Rights Agreement"), between Hologic, Inc., a Delaware
Corporation (the "Company"), and American Stock Transfer & Trust Company, a
New York trust company.
RECITALS
WHEREAS, the Exercise Price set forth in the Rights Agreement is $30,
and the Company has since effected a 2-for-1 stock split of its Common Stock,
$.01 par value, such that the Exercise Price set forth in the Rights Agreement
was adjusted from $30 to $15 pursuant to the terms of the Rights Agreement;
WHEREAS, the trading price of the Company's Common Stock has increased
significantly since the Company entered into the Rights Agreement;
WHEREAS, the Board of Directors has determined that it is in the best
interest of the Company to amend the Rights Agreement to change the Exercise
Price to reflect the increase in the trading price of the Company's Common
Stock; and
WHEREAS, capitalized terms used but not defined in this Amendment No. 2
shall have the meanings given them in the Rights Agreement.
NOW, THEREFORE, in consideration of the promises and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment of subparagraph (i) ARTICLE I, Section 1.1.
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Subparagraph (i) of ARTICLE I, Section 1.1 is hereby amended and restated so
that such subparagraph reads in its entirety as follows:
"(i) "Exercise Price" means, as of any date, the price at which a holder
may purchase the securities issuable upon exercise of one Right. Until
adjustment thereof in accordance with the terms hereof, the Exercise Price
shall equal $90.00 (after giving effect to the stock split of the Common Stock
effected in March 1996)."
2. Reaffirmation of Rights Agreement. Except as specifically amended
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by this Amendment No. 2, the Rights Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed as of the date first above written.
HOLOGIC, INC.
By:_/s/ Glenn P. Muir
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Glenn P. Muir
Treasurer and
Chief Financial Officer
AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By:_/s/ Carolyn B. O'Neill
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Carolyn B. O'Neill
Vice President-Administration
