18
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 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 Rule 14a-11(c) or Rule 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) 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:
-----------------------------------------------------
5) Total fee paid:
------------------------------------------------
[ ] Fee paid previously with preliminary materials.
________
1 Set forth the amount on which the filing fee is calculated and
state how it was 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:
--------------------------------------------------
HOLOGIC, INC.
____________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 24, 1998
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 Tuesday, February 24, 1998 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 seven (7) 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
5, 1998 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 9, 1998
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. EVEN IF YOU HAVE GIVEN YOUR PROXY, THE PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE BY FILING WITH THE
SECRETARY OF THE COMPANY A WRITTEN REVOCATION, BY EXECUTING A
PROXY WITH A LATER DATE, OR BY ATTENDING AND VOTING AT THE
MEETING.
THANK YOU FOR ACTING PROMPTLY.
HOLOGIC, INC.
______________
PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 24, 1998
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 Tuesday, February 24, 1998,
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 9, 1998.
Record Date and Stock Ownership
Only stockholders of record at the close of business on
January 5, 1998, are entitled to receive notice of and to vote at
the Annual Meeting. At the close of business on January 5, 1998
there were outstanding and entitled to vote 13,143,183 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 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 1999 Annual
Meeting of Stockholders must be received by the Company no later
than September 10, 1998, 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 seven (7) 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, except Steve L.
Nakashige, 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 5, 1998.
<TABLE>
<CAPTION>
Director
Name Age Position Since
---- --- -------- --------
<S> <C> <C> <C>
S. David Ellenbogen 59 Chairman of the Board and
Chief Executive Officer 1985
Steve L. Nakashige 48 President and
Chief Operating Officer nominated
Jay A. Stein 55 Senior Vice President, Chief
Technical Officer and
Director 1985
Irwin Jacobs 60 Director 1990
William A. Peck 64 Director 1990
Gerald Segel 76 Director 1990
Elaine Ullian 50 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 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".
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.
Dr. Stein, a co-founder of the Company, has served as its
Senior Vice President, Chief Technical Officer 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, currently retired, was the President of
Dataviews, Inc., a company which manufactures and distributes
software products, from January 1992 to September 1997. 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., Vivid and Boston Communications
Group, Inc.
Ms. Ullian has been a director of the Company since February
1996. In 1996, Ms. Ullian was appointed President and Chief
Executive Officer of Boston Medical Center, the successor
corporation of Boston University Medical Center Hospital. In
April 1994, Ms. Ullian was appointed President and Chief
Executive Officer of Boston University Medical Center Hospital.
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.
Board of Directors' Meetings and Committees
The Board of Directors met six times during the year ended
September 27, 1997. Each director attended at least 75% of the
meetings of the Board of Directors and each of its Committees on
which they served.
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 1997. 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 1997, the Audit Committee met
twice 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 1997, the Compensation Committee met twice. The
Compensation Committee determines the compensation to be paid to
key officers of the Company and administers the Company's Stock
Incentive Plans, Executive and Key Employee Bonus Program,
Performance-Bonus Plan, 1995 Employee Stock Purchase Plan, and
401(k) Plan.
Compensation of Directors
In fiscal 1997, each non-employee director received (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.
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 (the "Director's Plan"). The
Director's Plan provides that each eligible director will receive
an option to purchase 10,000 shares of Common Stock at the time
the director is first elected to the Board of Directors. These
options become exercisable in increments of 2,000 shares over a
five year period for each year that the director remains
affiliated with the Company. Each director who has served as a
director for a full fiscal year will be granted an option to
purchase an additional 8,000 shares of Common Stock on December
15 of each year, provided he or she continues to be an eligible
director, until the director has received options to purchase
44,000 additional shares. These options become exercisable in
full six months after the date of grant. The exercise price
for all options granted under the Director's Plan is the fair
market value of the Common Stock at the time the option is
granted. The exercise price may be paid in cash, with Common
Stock (valued at fair market value on the date of purchase), or
by a combination of cash and Common Stock. On December 15, 1996,
options to purchase 8,000 shares of Common Stock, at an exercise
price of $24.00 per share, were granted to each of Messrs. Jacobs
and Segel and Dr. Peck and Ms. Ullian under the Director's 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 26, 1998. 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.
OTHER INFORMATION
SHARE OWNERSHIP OF DIRECTORS, OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of
January 5, 1998 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) 537,169 4.1%
Jay A. Stein (3) 386,309 2.9%
Steve L. Nakashige (4) 138,810 1.1%
Jean Chaintreuil (4) 16,332 *
Mark A. Duerst (4) 86,228 *
Glenn P. Muir (4) 79,158 *
Irwin Jacobs (4) 32,000 *
William A. Peck (4) 14,000 *
Gerald Segel (4) 28,000 *
Elaine Ullian (4) 12,000 *
All directors and executive
officers as a group(11 persons)(4) 1,528,053 11.6%
</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) 48,110 shares held by, or in trust for, Mr.
Ellenbogen's children and grandchildren and (ii) 7,150 shares
held by Mr. Ellenbogen as trustee, all of which shares Mr.
Ellenbogen disclaims beneficial ownership. Also includes options
to purchase 110,996 shares of Common Stock which are exercisable
within 60 days after January 5, 1998.
(3) Includes (i) 7,230 shares held by, or in trust, for Dr.
Stein's children and (ii) 23,170 shares held by Dr. Stein as
trustee or custodian, all of which shares Dr. Stein disclaims
beneficial ownership. Also includes options to purchase 110,996
shares of Common Stock which are exercisable within 60 days after
January 5, 1998.
(4) Includes the following shares subject to options which are
exercisable within 60 days after January 5, 1998: Mr. Nakashige -
138,332; Mr. Chaintreuil - 16,332; Mr. Duerst - 85,164; Mr. Muir
- - 77,332; Mr. Jacobs - 32,000; Dr. Peck - 14,000; Mr. Segel -
28,000; Ms. Ullian - 12,000; and all executive officers as a
group - 753,484.
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>
Jean Chaintreuil 42 Vice President of
European Operations
Mark A. Duerst 41 Vice President of
Sales and Marketing
Glenn P. Muir 38 Vice President of
Finance and Treasurer
Joel B. Weinstein 47 Vice President of
Business Development
</TABLE>
Executive officers are chosen by and serve at the discretion
of the Board of Directors of the Company.
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. Weinstein has served as Vice President of 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 ($) Options (#) Compensation ($)(1)
- ------------------ ----- ------ -------- -------------------- --------------------
<S> <C> <C> <C> <C> <C>
S. David Ellenbogen 1997 $201,382 $150,000 25,000 $3,325
Chairman and CEO 1996 $179,822 $180,000 --- $3,325
1995 $167,775 $ 42,500 130,000 $2,310
Steve L. Nakashige 1997 $152,441 $ 75,000 20,000 $3,325
President and COO 1996 $153,283 $100,000 --- $3,325
1995 $133,909 $ 40,000 80,000 $3,954
Jean Chaintreuil 1997 $242,031 $ 15,000 15,000 ---
Vice President 1996 $227,671 $ 20,000 --- ---
European Operations 1995 $218,406 $ 5,000 --- ---
Mark A. Duerst 1997 $197,909 $ 35,000 15,000 $3,325
Vice President 1996 $199,252 $ 20,000 --- $3,223
Sales and Marketing 1995 $169,592 $ 5,000 40,000 $2,310
Glenn P. Muir 1997 $145,104 $ 75,000 20,000 $3,541
Vice President 1996 $143,784 $100,000 --- $4,019
Finance 1995 $116,817 $ 45,000 90,000 $2,159
__________________
</TABLE>
(1) The amounts reported in this column consist of the Company's
matching contribution under its 401(k) Profit-Sharing Plan.
Stock Option Grants in Last Fiscal Year
The following table sets forth the stock options granted to
the Company's named executive officers during the fiscal year ended
September 27, 1997.
<TABLE>
<CAPTION>
Potential Realizable Value
Individual Grants at Assumed Annual Rates
Number of % of Total of Stock Price Appreciation
Securities Options Granted Exercise for Option Term (3)
Underlying Options to Employees Price Expiration ---------------------------
Name Granted (1) in Fiscal Year ($/share)(2) Date 5% ($) 10% ($)
- --- ------------------ -------------- ----------- --------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
S.D. Ellenbogen 25,000 9% $19.25 5/5/07 $302,656 $766,989
S. Nakashige 20,000 7% $19.25 5/5/07 $242,124 $613,591
J. Chaintreuil 15,000 5% $19.25 5/5/07 $181,593 $460,193
M. Duerst 15,000 5% $19.25 5/5/07 $181,593 $460,193
G. Muir 20,000 7% $19.25 5/5/07 $242,124 $613,591
_____________
</TABLE>
(1) Options vest at the rate of 20% per year, beginning on May 5,
1998. Th options were granted under the Company's 1995
Combination Stock Option Plan.
(2) The exercise price is equal to the fair market value of the
stock on the date of grant.
(3) The 5% and 10% assumed rates of annual compounded stock price
appreciation are mandated by the rules of the SEC and do not
represent the Company's estimate or projection of future Common
Stock prices.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year
End Option Values
The following table sets forth certain information regarding
the exercise of stock options during the fiscal year ended
September 27, 1997 and the fiscal year-end value of unexercised
options for the Company's named executive officers.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options at
Shares Acquired Value at FiscalYear End (#) Fiscal Year End ($)(2)
Name on Exercise (#) Realized ($)(1) Exercisable /Unexercisable Exercisable/Unexercisable
- ---- --------------- --------------- -------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
S. D. Ellenbogen --- --- 57,998 / 90,002 $1,109,528 / $1,362,847
S. Nakashige 50,000 $1,001,563 71,666 / 93,334 $1,473,322 / $1,584,178
J. Chaintreuil 4,000 $ 94,625 7,666 / 25,334 $ 94,867 / $ 245,258
M. Duerst --- --- 47,032 / 60,468 $ 942,631 / $1,012,332
G. Muir --- --- 39,666 / 66,334 $ 757,134 / $ 991,866
___________________
</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 $25.625 closing market price of the
Company's Common Stock as reported on the Nasdaq National Market
System on September 27, 1997 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
1998 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
1999. 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 1997, bonuses of $725,000 were granted
under a similar program approved for that year.
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 Stock Incentive Plans, Executive and Key Employee Bonus
Program, Performance - Bonus 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. Glenn P.
Muir, the Vice President of Finance and Treasurer of the Company,
serves on the Board of Directors and the Compensation Committee
of Vivid. S. David Ellenbogen, the Chairman of the Board and
Chief Executive Officer of the Company, and Jay A. Stein, the
Senior Vice President, Chief Technical Officer and a director of
the Company, are executive officers of Vivid. See "Certain
Transactions".
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 1997, bonuses aggregating $725,000 were
granted under the Executive Bonus Program. The 1997 program was
based upon pre-tax profits exceeding $15,000,000, with up to 5%
of the pre-tax profits 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
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.
Compensation of the Chief Executive Officer
In January 1997, Mr. Ellenbogen's base salary was increased
to $200,000 from $180,000, 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 1997, Mr. Ellenbogen
also received a bonus of $150,000. The bonus represented the
amount of the fiscal 1997 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 1997. In fiscal 1997, 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
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, 1992 through September 27, 1997, 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,
1992 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
1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Hologic,Inc. $100 $ 67 $231 $378 $890 $837
S&P 500 $100 $113 $117 $152 $183 $257
S&P Medical
Products $100 $ 76 $ 97 $157 $188 $233
</TABLE>
CERTAIN TRANSACTIONS
For the fiscal year ended September 27, 1997, 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 12% 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 1997, Vivid paid the
Company royalties of approximately $950,000 under the license
agreement, on aggregate sales through fiscal 1997 of
approximately $77 million.
Under a management agreement, the Company provided Vivid
with the part-time management services of Mr. Ellenbogen and Dr.
Stein. Under this arrangement, Vivid was required to pay the
Company its proportionate share of the Company's salary of the
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 27, 1997, Vivid was charged approximately
$130,000 by the Company for services rendered under the
agreement. In December 1997, Vivid paid the Company a $76,000
bonus for the management services provided in fiscal 1997. The
Company estimates that Mr. Ellenbogen and Dr. Stein have
typically devoted approximately sixteen and eight hours per
week, respectively, on matters involving Vivid.
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
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 27,
1997. 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.
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 27, 1997, 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 9, 1998
HOLOGIC, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
590 Lincoln Street FEBRUARY 24, 1998
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 9, 1998, 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 Tuesday, February 24, 1998, 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 seven (7) 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, Steve L. Nakashige,
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........................................, 1998
.............................................
.............................................
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.
