UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended: September 27, 1997 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ____________.
Commission File Number : 0-18281
Hologic, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2902449
(State of Incorporation) (I.R.S. Employer Identification No.)
590 Lincoln Street, Waltham, Massachusetts 02154
(Address of principal executive offices) (Zip Code)
(781) 890-2300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Rights to Purchase Common Stock
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers
pursuant to Rule 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]
The aggregate market value of the registrant's Common Stock
held by non-affiliates of the registrant as of November 28, 1997
was $339,619,647 based on the price of the last reported sale on
that date on the Nasdaq National Market.
As of November 28, 1997, there were 13,125,397 shares of the
registrant's Common Stock, $.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Proxy Statement for the Registrant's Annual Meeting of
Stockholders held on February 24, 1998 (Part III: Items 10,
11, 12 and 13).
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Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
(a) The following documents are filed as part of this report
(1) Financial Statements
Report of Independent Public Accountants
Consolidated Balance Sheets as of September 27, 1997 and
September 28, 1996
Consolidated Statements of Operations for the years ended
September 27, 1997, September 28, 1996 and September 30, 1995
Consolidated Statements of Stockholders' Equity for the years
ended September 27, 1997, September 28, 1996 and September 30,
1995
Consolidated Statements of Cash Flows for the years ended
September 27, 1997, September 28, 1996 and September 30, 1995
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
The following financial statement schedules are filed as
part of this report and should be read in conjunction with
the consolidated financial statements:
Schedule
--------
Report of Independent Public Accountants on Schedule II
Valuation and Qualifying Accounts
All other schedules have been omitted because they are not
required or because the required information is given in
the Consolidated Financial Statements or Notes thereto.
<PAGE>
(3) Listing of Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Reference
<S> <C> <C>
2.01 Merger Agreement between the Company and its
Massachusetts predecessor.................................. A
2.02 Agreement and Plan of Merger between the Company, Fenway
Acquisition Corp.,and FluoroScan Imaging Systems, Inc...... I-2.01
3.01 Certificate of Incorporation of the Company, as amended. L-3.03
3.02 By-laws of the Company..................................... A
4.01 Specimen certificate for shares of the Company's Common
Stock...................................................... A
4.02 Description of capital stock (contained in the
Certificate of Incorporation of the Company,
filed as Exhibit 3.01)..................................... L-3.03
4.03 Rights Agreement dated December 22, 1992................... C
4.04 Amendment No. 1 to Rights Agreement........................ G
4.05 Amendment No. 2 to Rights Agreement........................ M-2
10.07 1986 Combination Stock Option Plan, as amended............. F*
10.08 Second Amended and Restated 1990 Non-Employee Director
Stock Option Plan...................................... L-10.26*
10.09 Employee Stock Purchase Plan of the Company................ F*
10.10 1995 Combination Stock Option Plan..................... L-10.25*
10.12 Form of Indemnification Agreement for directors and
certain officers of the Company............................ A*
10.17 Management Agreement between the Company and Vivid
Technologies, Inc.......................................... A*
10.18 License Agreement between the Company and Vivid
Technologies, Inc.......................................... A
10.20 Facility lease between the Company and Lincoln Street
Trust...................................................... B
10.21 Orion Corporation Soredex Distribution Agreement for
Scanora.................................................... D-10**
10.22 Employment Agreement with an officer of the Company. E*
10.25 Amendment No. 1 to the License Agreement between the
Company and Vivid Technologies, Inc........................ K
10.26 Facility Lease between the Company and Mangen Management
Company.................................................... K
10.32 First Amendment to the facility lease between the Company
and Lincoln Street Trust................................... I-10.17
11.01 Statement re: Computation of Per Share Earnings............ N
21.01 Subsidiaries of the Company................................ N
23.01 Consent of Arthur Andersen LLP............................. N
23.02 Consent of BDO Seidman, LLP................................ N
_______________________
</TABLE>
* Management compensation plan or arrangement
** Confidentiality requested as to certain provisions
<PAGE>
A. The above exhibits were previously filed as an exhibit of the
same number to the Company's Registration Statement on Form S- 1
(Registration No. 33-33128) filed on January 24, 1990 and
are incorporated herein by reference.
B. The above exhibits were previously filed as an exhibit of the
same number to the Company's 1990 Annual Report on Form 10-K
and are incorporated herein by reference.
C. The above exhibit was previously filed as an exhibit of the
same number to the Company's 1992 Annual Report on Form 10-K
and is incorporated herein by reference.
D. The above exhibit was previously filed as an exhibit of the
referenced number to the Company's Fiscal 1993 Third Quarter
Report on Form 10-Q and is incorporated herein by reference.
E. The above exhibit was previously filed as an exhibit of the
same number to the Company's 1993 Annual Report on Form 10-K
and is incorporated herein by reference.
F. The above exhibits were previously filed as an exhibit of the
same number to the Company's 1994 Annual Report on Form 10-K
and are incorporated herein by reference
G. The above exhibit was previously filed as an exhibit of the
same number to the Company's Registration Statement on Form S-
3 (Registration No. 33-65019) filed on December 14, 1995 and
is incorporated herein by reference.
H. The above exhibits were previously filed as an exhibit of the
same number to the Company's 1995 Annual Report on Form 10-K
and is incorporated herein by reference.
I. The above exhibits were previously filed as an exhibit of the
referenced number of the Company's Registration Statement on
Form S-4 (Registration No. 333-08977) on August 6, 1996 and
are incorporated herein by reference.
J. The above exhibit was previously filed as an exhibit of the
same number to the Company's Registration Statement on Form S-
8 (Registration No. 333-11853) filed on September 12, 1996 and
is incorporated herein by reference.
K. The above exhibits were previously filed as an exhibit of the
same number to the Company's 1996 Annual Report on Form 10-K
and are incorporated herein by reference.
L. The above exhibits were previously filed as an exhibit of the
referenced number to the Company's Fiscal 1996 Second Quarter
Report on Form 10-Q and are incorporated herein by reference.
M. The above exhibit was previously filed as an exhibit of the
referenced number to Amendment No. 1 to the Company's
Registration Statement on Form 8-A/A (Registration No. 000-
18281) filed on January 17, 1997 and is incorporated herein by
reference.
N. The above exhibits were previously filed as an exhibit of the
same number to the Company's 1997 Annual Report on Form 10-K
and are incorporated herein by reference.
(b) Reports on Form 8-K:
The Company did not file any current reports on
Form 8-K during the quarter ended September 27, 1997.
(d) Financial Statement Schedules:
The financial statement schedules
required are included as part of Item (a)(2) above.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Hologic, Inc.
Dated: March 3, 1998 By: /s/ Glenn P.Muir
- -------------------- -------------------------------
Glenn P. Muir, Treasurer and
Chief Financial Officer
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