As filed with the Securities and Exchange Commission on August 19, 1999
Registration No. 333-84795
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________________________________
HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2902449
(State or Other (IRS Employer
Jurisdiction of Identification
Incorporation or Number)
Organization)
35 Crosby Drive
Bedford, Massachusetts 01730-1401
(781) 999-7300
(Address, Including Zip Code, and Telephone Number of
Registrant's Principal Executive Offices)
___________________________________
S. David Ellenbogen, Chairman
Hologic, Inc.
35 Crosby Drive
Bedford, Massachusetts 01730-1401
(781) 999-7300
(Name, Address, Including Zip Code, and Telephone Number of Agent
for Service)
__________________________________
Copies to:
Lawrence M. Levy, Esquire
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, Massachusetts 02111
Tel: (617) 856-8200
Fax: (617) 856-8201
__________________________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. _____
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under Securities Act of 1933, please check the following box. X
-----
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. _____
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. _____
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. _____
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
===================================================================
Prospectus (Subject to Completion)
The information contained in this prospectus is not complete and
may be changed. A registration statement relating to the common
stock has been filed with the United States Securities and
Exchange Commission. The common stock may not be sold until this
registration statement is declared effective by the SEC. This
prospectus is not an offer to sell the common stock and it is not
seeking an offer to buy the common stock in any state where the
offer or sale is not permitted.
HOLOGIC, INC.
1,857,142 Shares of Common Stock
The selling stockholders identified on page 20 of this prospectus
may offer, sell or otherwise transfer up to 1,857,142 shares of
our common stock under this prospectus. References to our common
stock in this prospectus includes common stock purchase rights
issuable under a rights agreement, which provides for the
delivery of a right along with each share of our common stock.
The common stock is traded on the Nasdaq National Market under
the symbol "HOLX". On August 18, 1999, the last reported sale
price of the common stock on the Nasdaq National Market was
$4.1875 per share.
An investment in the common stock offered under this prospectus
involves a high degree of risk. See "Risk Factors" beginning on
page 5.
Neither the SEC nor any state securities commission has approved
or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is August 19, 1999.
TABLE OF CONTENTS
SUMMARY....................................................... 3
RISK FACTORS.................................................. 5
WARNINGS REGARDING FORWARD-LOOKING STATEMENTS................. 19
USE OF PROCEEDS............................................... 19
SELLING STOCKHOLDERS.......................................... 20
PLAN OF DISTRIBUTION.......................................... 21
LEGAL MATTERS................................................. 23
EXPERTS....................................................... 23
WHERE YOU CAN FIND MORE INFORMATION........................... 24
SUMMARY
This summary briefly describes our business and the selling
stockholders' proposed sale of their shares of our common stock.
About Hologic
We are a leading international developer, manufacturer and
marketer of X-ray bone densitometers and ultrasound bone
analyzers. Our X-ray bone densitometers precisely measure bone
density to assist in the diagnosis and monitoring of metabolic
bone diseases such as osteoporosis. Our ultrasound bone analyzer
represents a relatively low cost, compact, easy-to-use
measurement technique to assist in the initial diagnosis of
osteoporosis.
We also develop, manufacture and market mini c-arm X-ray imaging
systems. These systems provide real time, high resolution X-ray
images at radiation levels and at a cost well below those of
conventional X-ray and fluoroscopic equipment. These mini c-arm
systems are used primarily by orthopedic surgeons to perform
minimally invasive surgical procedures on a patient's
extremities, such as the hand, wrist, knee, foot or ankle. We
also distribute in Europe an x-ray imaging system for the facial
anatomy.
In June 1999, we acquired Direct Radiography Corp. from Sterling
Diagnostic Imaging, Inc. Direct Radiography manufactures digital
X-ray systems for medical imaging and non-destructive testing
applications. The Direct Radiography proprietary flat panel
technology converts X-ray energy directly into electrical
signals, thereby producing radiographic images in seconds that
can be electronically displayed, transferred and stored.
We were incorporated in Massachusetts in October 1985 and
reincorporated in Delaware in March 1990. Our principal
executive offices are located at 35 Crosby Drive, Bedford,
Massachusetts 01730-1401. Our telephone number is (781) 999-
7300.
The Offering
The selling stockholders may offer, sell or otherwise
transfer up to 1,857,142 shares of our common stock under this
prospectus. The selling stockholders presently hold these
shares. We will not receive any proceeds from the selling
stockholders' sales or transfers.
The selling stockholders obtained these securities in
connection with our purchase of Direct Radiography Corp. and the
Direct Radiography headquarters facility in the State of Delaware
as more fully described under "Selling Stockholders" below. The
total purchase price for these acquisitions was paid for by a
combination of cash and the 1,857,142 shares of our common stock
covered by this prospectus. We prepared this prospectus to
satisfy the registration rights we granted in connection with
that acquisition.
RISK FACTORS
The common stock that is offered with this prospectus involves a
high degree of risk. You should carefully consider the following
risk factors in addition to other information in this prospectus
before deciding to purchase the common stock.
We are incurring significant losses.
We incurred net losses of $584,000 in the first three quarters of
fiscal 1999 and $1.5 million in the third quarter of fiscal 1999.
During these periods, net losses of approximately $827,000 were
attributable to our recent acquisition and the operations of
Direct Radiography Corp. Direct Radiography Corp. has had only
limited sales of its products, primarily for test purposes. In
addition, increased competition, which has resulted in price
reductions, and a slow down in our penetration of the primary
care market have adversely affected our bone densitometry
business. We intend to incur significant expenses in connection
with the further development and commercialization of Direct
Radiography Corp.'s products. We do not expect to be profitable
for at least the next twelve months.
We may not be able to successfully integrate the operations of
Direct Radiography Corp.
We acquired Direct Radiography Corp. in June 1999. That
acquisition involves numerous risks generally associated with
acquisitions, including:
- the diversion of management's attention;
- the assimilation of operations, personnel and products of
the acquired businesses;
- the ability to manage geographically remote units; and
- the potential loss of key employees of the acquired
businesses.
We may not be able to successfully integrate the operations of
Direct Radiography Corp. Failure to do so would have a material
adverse effect on our business, results of operations and
financial condition.
Our success depends on new product development.
We have a continuing research and development program designed to
develop new products and to enhance and improve our products.
With the acquisition of Direct Radiography Corp., we are
expending substantial resources to develop and enhance direct-to-
digital X-ray products. The successful development of our
products and product enhancements are subject to numerous risks,
both known and unknown, including:
- unanticipated delays;
- budget overruns;
- technical problems; and
- other difficulties that could result in the abandonment or
substantial change in the design, development and
commercialization of these new products.
Given the uncertainties inherent with product development and
introduction, we can not assure that any of product development
efforts will be successful on a timely basis or within budget, if
at all. For example, we have experienced significant delays and
budget overruns in our attempt to develop a biochemical marker
strip test to monitor the effectiveness of osteoporosis therapies
through the analysis of a patient's urine. Our failure to develop
new products and product enhancements on a timely basis or within
budget could have a material adverse effect on our business,
results of operations or financial condition.
The markets for our Direct Radiography products are unproven.
In 1998, Direct Radiography Corp. was the first company to
introduce direct-to-digital X-ray imaging products in the United
States. Since that introduction, Direct Radiography Corp. has
had only limited sales of its products, primarily for test
purposes. As a result, the markets for these products are
unproven. There is a significant installed base of conventional
X-ray imaging products in hospitals and radiological practices.
The use of our direct-to digital X-ray imaging products would
require these potential customers to either modify or replace
their existing X-ray imaging equipment. Because of the early
stage of the markets for these products, it is likely that our
evaluation of the potential markets for these products will
materially vary with time. We cannot assure that any significant
market will develop for our Direct Radiography products.
Our reliance on one or only a limited number of suppliers for
some key components or subassemblies for our products could have
a material adverse affect on our business.
We rely on one or only a limited number of suppliers for some key
components or subassemblies for our products. In particular we
have only one source of supply for each of the panel and the
coating of that panel for our Direct Radiography products.
Obtaining alternative sources of supply of these components could
involve significant delays and other costs, may not be available
to us on reasonable terms, if at all. The failure of a component
supplier or contract assembler to provide acceptable quality and
timely components or assembly service at an acceptable price, or
an interruption of supplies from such a supplier could have a
material adverse effect on our business, financial condition or
results of operations
The success of our bone densitometry business depends in large
part on the development and more widespread acceptance of
complementary therapies.
Our bone densitometers and related products are used to assist
physicians in diagnosing patients at risk for osteoporosis and
other bone disorders, and to monitor the effectiveness of
therapies to treat these disorders. As a result, the success of
these products will in large part be dependent upon the
development and more widespread acceptance of drug therapies to
prevent and to treat osteoporosis. Over the last several years,
the U.S. Food and Drug Administration has approved a number of
drug therapies to treat osteoporosis. We also understand that a
number of other drug therapies are under development. While
sales of our bone densitometry products have benefited from the
increased availability and use of these therapies, most patients
who are at risk for osteoporosis continue to go untreated. We
cannot assure that any therapies under development or in clinical
trials will prove to be effective, obtain regulatory approval, or
that any approved therapy will gain wide acceptance. Even if
such therapies gain widespread acceptance, we can not assure that
such acceptance will increase the sales of our products.
The success of our bone densitometry products depends on our
broadening market acceptance.
The success of our bone densitometer and related products depends
on our ability to increase sales to primary care providers, such
as gynecologists and family physicians. Although we had initial
success in placing our products with these groups during fiscal
1998, during the current fiscal year, our sales to this group
have slowed. We may not be successful in obtaining broader market
acceptance for our products or in increasing sales to targeted
groups. Our failure to achieve such success could have a
material adverse effect on our business, results of operations or
financial condition.
The uncertainty of health care reform could adversely affect our
business.
Certain health care reform proposals and medical cost containment
measures in the United States and in many foreign countries
could:
- limit the use of our products;
- reduce reimbursement available for such use; or
- adversely affect the use of new therapies for which our
products may be targeted.
Such reforms or cost containment measures, including the
uncertainty in the medical community regarding their nature and
effect, could have a material adverse effect on our business,
results of operations or financial condition.
A reduction in reimbursement levels could have a material adverse
effect on our business.
Health care insurance systems in the United States and abroad
have approved reimbursement for bone densitometer use. In the
United States, many third-party insurers pay for bone density
examinations. In addition, the Health Care Finance
Administration, known as HCFA, has approved reimbursement for X-
ray and ultrasound examinations. HCFA establishes guidelines for
the reimbursement of health care providers treating Medicare and
Medicaid patients. The actual reimbursement amounts are
determined by the individual state Medicare carriers. There are
often delays between the reimbursement approvals by the Health
Care Finance Administration and by a state Medicare carrier.
Moreover, states may choose not to follow the Health Care Finance
Administration reimbursement guidelines. A reduction in
reimbursement levels for our products could have a material
adverse effect on our business, results of operations or
financial condition.
Our success depends upon our ability to adapt to rapid changes in
technology and customer requirements.
The market for our products has been characterized by rapid
technological change, frequent product introductions and
evolving customer requirements. We believe that these trends
will continue into the foreseeable future. Our success will
depend, in part, upon our ability to enhance our existing
products, successfully develop new products that meet increasing
customer requirements and gain market acceptance. If we fail to
do so our products may be rendered obsolete or uncompetitive by
new industry standards or changing technology.
We may not be able to compete successfully.
We may not be able to compete successfully. A number of
companies have developed, or are expected to develop, products
that compete or will compete with our products. Many of these
competitors and potential competitors have substantially greater
resources than we do.
Lunar, Norland Medical Systems, Aloka, Diagnostic Medical Systems
and Hitachi have developed dual X-ray systems to measure bone
density. In ultrasound, we compete with Lunar, Myriad, McCue and
OSI Systems and expect additional competitors in the future based
upon the greater availability of ultrasound technology. In
addition, Lunar, Norland Medical Systems, OSI Systems and Schick
have peripheral X-ray systems that compete with our dual X-ray
and ultrasound bone densitometry products, primarily on price.
Our direct radiography products will compete with traditional X-
ray systems as well as computed radiography systems, which are
less expensive than our products, and other direct-to-digital
systems. Many of these competitors have established
relationships with hospitals and other of our potential customers
in our targeted markets. The larger competitors in these markets
include General Electric, Siemens and Philips.
Our mini c-arm products compete directly with mini c-arm's
manufactured and sold by a limited number of companies including
Lunar, OEC Medical and XiTec. We also compete indirectly with
manufacturers of conventional c-arm image intensifiers including
Philips, Siemens, General Electric, OEC Medical, Fischer Imaging
and Picker International.
The placement of new systems under our strategic alliance
program, which accounted for a large portion of our sales in
fiscal 1998, is adversely affecting our operating results.
In February 1999, Sanwa, now known as Fleet Business Credit
Corporation, discontinued the placement of new bone densitometers
under our strategic alliance program. Under this program, Sanwa
purchased bone densitometry equipment from us that they leased to
physicians, primarily in the primary care market, on a fee-per-
scan basis. In fiscal 1998 our sales under this program accounted
for 33% of our product revenues. The discontinuance of new
placements under this program has adversely affected our results
of operations. Our operating results may continue to be
materially and adversely affected unless we can obtain
replacement revenue from more conventional sales or leasing
programs.
Our remarketing obligations under the strategic alliance program
could adversely affect our future product sales.
Under our strategic alliance program, we continue to be obligated
to use our best efforts to remarket equipment repossessed by or
returned to Fleet Business Credit Corporation. As Fleet has
received significant returns under this program, their efforts to
re-market the returned equipment could have a material adverse effect
on our future product sales.
Our reliance on a single sales representative for a large portion
of our revenues could have a material adverse effect on our
results of operations.
In the United States, we have sold our products to the primary
care market through Physician Sales and Services, Inc., known as
PSS. Our reliance on a single sales representative for this
important market could have a material adverse effect on our
results of operations. In fiscal 1998, sales in which Physician
Sales and Services acted as either our sales representative or
distributor, which included sales under our strategic alliance
program, accounted for 35% of our product revenues. In the first
three quarters of fiscal 1999, sales to or through Physician
Sales and Services accounted for 14% of our product revenues.
This reduction in sales was in large part due to changes in our
strategic alliance program which took effect in the beginning of
the fiscal year and the subsequent termination of that program.
Our agreement with PSS expires in May 2000 and may be terminated
by either party on thirty days notice. We cannot assure that the
agreement will be continued. Even if the agreement is continued,
we may not continue to receive significant revenues through PSS's
efforts. Our failure to generate significant revenues from the
primary care market, through the efforts of PSS or otherwise, is
likely to have a material adverse effect upon our business,
results of operation or financial condition.
Our results of operations are subject to significant quarterly
variation and seasonal fluctuation.
Our results of operations have been and may continue to be
subject to significant quarterly variation. The results for a
particular quarter may vary due to a number of factors,
including:
- the overall state of health care and cost containment
efforts;
- the development status and demand for drug therapies to
treat osteoporosis;
- the development status and demand for our direct radiography
products;
- economic conditions in our markets;
- the timing of orders;
- the timing of expenditures in anticipation of future sales;
- the mix of products sold by us;
- the introduction of new products and product enhancements by
us or our competitors; and
- pricing and other competitive conditions.
We also believe that our sales may be somewhat seasonal, with
reduced orders in the summer months reflecting summer vacation
schedules. Customers may also cancel or reschedule shipments.
Production difficulties could also delay shipments. Any of these
factors also could have a material adverse effect on our
business, results of operations or financial condition.
Reductions in revenues could have a material adverse effect on
operating results because a high percentage of our operating
expenses is relatively fixed.
A high percentage of our operating expenses is relatively fixed.
We likely will not be able to reduce spending to compensate for
adverse fluctuations in revenues. As a result, shortfalls in
revenues are likely to have a material adverse effect on our
operating results.
Our delay or inability to obtain any necessary United States or
foreign regulatory clearances or approvals for our products could
have a material adverse effect on our business.
Our products are medical devices that are the subject of a high
level of regulatory oversight. Our delay or inability to obtain
any necessary United States or foreign regulatory clearances or
approvals for our products could have a material adverse effect
on our business. The process of obtaining clearances and
approvals can be costly and time-consuming. There is a risk that
any approvals or clearances, once obtained, may be withdrawn or
modified. Medical devices cannot be marketed in the United
States without clearance or approval by the FDA. Medical devices
sold in the United States must also be manufactured in compliance
with FDA Good Manufacturing Practices, which regulate the design,
manufacture, packing, storage and installation of medical
devices. Moreover, medical devices are required to comply with
FDA regulations relating to investigational research and
labeling. States may also regulate the manufacture, sale and use
of medical devices, particularly those that employ X-ray
technology. Our products are also subject to approval and
regulation by foreign regulatory and safety agencies.
We conduct our business worldwide which exposes us to a number of
difficulties in coordinating our international activities and
dealings with multiple regulatory environments.
We maintain sales and service offices in Belgium, France and
Spain, and sell our products to customers throughout the world.
Our worldwide business may be materially adversely affected by:
- difficulties in staffing and managing operations in multiple
locations;
- greater difficulties in trade accounts receivable
collection;
- possible adverse tax consequences;
- governmental currency controls;
- changes in various regulatory requirements;
- political and economic changes and disruptions;
- export/import controls; and
- tariff regulations.
We have recently experienced difficulties in collecting accounts
receivable in Latin America, which as of June 30, 1999 totaled
$8.5 million. In fiscal 1999, we increased our reserve against
our receivables, including these Latin American receivables, by
$900,000.
Fluctuations in the exchange rates, in relation to the U.S.
dollar, and the other foreign currencies in which we conduct our
business could have a material adverse effect on our operating
results.
In fiscal 1998, foreign sales accounted for approximately 28% of
our product sales. We maintain sales and service offices in
Belgium, France and Spain. The expenses and sales of these
offices are denominated in local currencies. We anticipate that
foreign sales and sales denominated in foreign currencies will
continue to account for a significant portion of our total sales.
Fluctuations in the value of local currencies have caused and are
likely to continue to cause, amounts translated into U.S. dollars
to fluctuate in comparison with previous periods. In particular,
an increase in the value of the local currencies in which we have
offices would likely increase our expenses relative to U.S.
dollar sales and could have a material adverse effect on our
operating results. We have hedged our foreign currency exposure
by borrowing funds in local European currencies to pay the
expenses of our foreign offices. There is a risk that these
hedging activities will not be successful in mitigating our
foreign exchange risk exposure.
We are not certain how we will be affected by the euro
conversion.
On January 1, 1999, 11 of the 15 member countries of the European
Union, including Belgium, France and Spain, established fixed
conversion rates between their existing sovereign currencies and
the euro. The European Union has scheduled January 1, 2002 for
the transition to the euro to be complete. We have significant
operations within the European Union and are currently preparing
for the euro conversion. The issues that we are addressing
include:
- preparing our information systems for the euro;
- analyzing the benefit of decreased exchange rate risk in
cross border transactions involving participating
countries; and
- assessing the potential impact of increased price
transparency.
In addition, the euro may impact general economic conditions such
as interest and foreign exchange rates within the participating
countries or in other areas where we operate. We are analyzing
the impact of the euro with a view to minimizing the effects on
our operations. We do not expect the costs of upgrading our
systems for the euro to be material.
Year 2000 readiness disclosure; Our failure to resolve the year
2000 problem could cause disruptions in our computer systems that
could prevent us from engaging in normal business activities.
The year 2000 issue is the potential for system and processing
failure of date-related data and the result of computer-
controlled systems using two digits rather than four to define
the applicable year. For example, computer programs that have
date-sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. Systems that do not properly
recognize date-sensitive information when the year changes to
2000 could generate system failure or miscalculations causing
disruptions of operations, including a temporary inability to
process transactions, send invoices or engage in similar ordinary
business activities. We have defined year 2000 compliance as the
ability for us, our products and our suppliers to continue normal
business activities in the year 2000 and beyond.
We have evaluated the year 2000 issue with respect to our
financial and management information systems, our products and
our suppliers. At this point in our assessment, we are not
currently aware of any year 2000 problems that are reasonably
likely to have a material adverse effect on our business, results
of operations or financial condition, without taking into account
our efforts to avoid such problems. We believe that our
accounting and information systems are currently compliant as a
result of installing an upgrade version of the software made
available through the annual maintenance contract. We also use
other application hardware and software which we believe to be
year 2000 complaint. There is a risk that, notwithstanding our
internal review, if we have not properly identified all year 2000
compliance issues with respect to our management and information
systems, we may not be able to implement all necessary changes to
these systems on a timely basis and within budget. Such a failure
could result in a material disruption to our business, including
the inability to track and fill orders on a timely basis, which
could have a material adverse effect on its business, results of
operations or financial condition.
We have evaluated our bone densitometer products in production
and believe them to be year 2000 compliant. We have also
undertaken a general review of our previously sold bone
densitometer products and determined that many of those products
will need software upgrades to become year 2000 compliant. We
have developed a year 2000 compliant software upgrade for these
systems and plan to make it available to our customers, at our
expense. We do not expect these costs to be material. Some
customers will need computer hardware upgrades in addition to the
software upgrades to become year 2000 compliant.
We are also exposed to the risk that we could experience material
shipment delays from our major component suppliers or material
sales delays from our major customers due to year 2000 issues
relating either to their management information or production
systems. We have inquired of these suppliers in an attempt to
ascertain their year 2000 readiness. Although we do not currently
anticipate that we will experience any material shipment delays
from our major product suppliers or any material sales delays
from our major customers due to year 2000 issues, these third
parties could experience year 2000 problems that could have a
material adverse effect on our business, results of operations or
financial condition.
Apart from our activities described above, we do not have and do
not plan to develop a contingency plan to address year 2000
issues. Should any unanticipated significant year 2000 issues
arise, our failure to implement such a contingency plan could
have a material adverse effect on our business, financial
condition and results of operations.
To the extent that we do not identify any material non-compliant
year 2000 issues affecting us or third parties, such as our
suppliers, service providers and customers, the most reasonably
likely worst case year 2000 scenario is a systemic failure beyond
our control, such as a prolonged telecommunications or electrical
failure, or a general disruption in United States or global
business activities that could result in a significant economic
downturn. We believe that the primary business risks, in the
event of such failure or other disruption, would include but not
be limited to, loss of customers or orders, increased operating
costs, inability to obtain inventory on a timely basis,
disruptions in product shipments, or other business interruptions
of a material nature, as well as claims of mismanagement,
misrepresentation, or breach of contract, any of which could have
a material adverse effect on our business, results of operations
or financial condition.
Our business could be materially adversely affected if we are
unable to protect our proprietary technology.
We rely primarily on a combination of trade secrets, patents,
copyright and trademark laws, confidentiality procedures to
protect our technology. As of June 26, 1999, we had obtained 58
patents, licensed 16 patents and had pending 40 patent
applications in the United States. These patents have expiration
dates ranging from 1999 to 2016. One of our licensed U.S.
ultrasound patents will expire in this year, and two licensed
patents with ultrasound and X-ray claims will expire in 2001. We
have obtained or applied for corresponding patents and patent
applications in several foreign countries for certain of our
patents and patent applications. There is a risk that these
patent applications will not be granted or that the patent or
patent application will not provide significant protection for
our products and technology. Moreover, there is a risk that
foreign intellectual property laws will not protect our
intellectual property rights to the same extent as United States
intellectual property laws. In the absence of significant patent
protection, we may be vulnerable to competitors who attempt to
copy our products, processes or technology.
Our settlement agreement with Lunar, which provides that each of
us may not enforce our proprietary rights against the other for a
ten year period ending November 2005 could have a material
adverse effect on our business.
We were involved in extensive patent litigation with Lunar, with
each party claiming that the other was infringing patents held by
the other. This litigation was settled by agreement dated
November 22, 1995. The agreement provides for royalties to be
paid by each party to the other for future sales of products
using defined technologies. We do not believe that amounts to be
paid by either party under this arrangement will be material.
The agreement also provides that neither party will engage in
patent litigation with the other party relating to these
technologies for a period of ten years following the date of the
agreement, regardless of the infringement claimed and whether the
technology in question currently exists or is developed or
acquired by the other party in the future. As a result, Lunar
could use our technology during this period in a manner that
would materially and adversely affect our business.
Limitations on our licenses from NASA for patents used by us for
our mini c-arm products, and the scheduled expiration of those
patents in 2003, could have a material adverse effect on our
business.
We have a license from NASA to use and develop technology that is
used in some of our mini c-arm products and that is the subject
of two patents held by NASA. Our license is exclusive in the
United States. However, NASA retains the right to use its
technologies in connection with devices that it produces,
including devices that may be produced and marketed by NASA in
direct competition with us. Additionally, the exclusivity of the
license may be revoked if NASA determines that such exclusivity
does not serve the public good and the United States' national
interest. Moreover, our license agreement with NASA is exclusive
only in the United States and its territories. Accordingly, NASA
retains the right to license its technologies to others outside
of the United States, where such technologies are patented or can
be patented. The technology covered by the NASA patents is not
patented in many foreign countries and may therefore not be
protectable or may be cumbersome and expensive to enforce in such
countries. Therefore, a competitor in one of these countries
could reverse engineer our mini c-arm products and manufacture
and sell products in direct competition with us outside the
United States. The patents covered by this license expire in
2003. Upon expiration of a patent, all of the technology covered
by these patents will be accessible to potential competitors,
which could have a material adverse effect on our mini c-arm
business.
Our business could be materially adversely affected if we
infringe upon the intellectual property rights of others.
There has been substantial litigation regarding patent and other
intellectual property rights in the medical device and related
industries. We have been, and may be in the future, notified
that we may be infringing intellectual property rights possessed
by other third parties. If any such claims are asserted against
our intellectual property rights, we may seek to enter into
royalty or licensing arrangements. There is a risk in such
situations that no license will be available or that a license
will not be available on reasonable terms. Alternatively, we
may decide to litigate such claims or to design around the
patented technology. Such actions could be costly and would
divert the efforts and attention of our management and technical
personnel. Consequently, any infringement claims by third
parties or other claims for indemnification by customers
resulting from infringement claims, whether or not proven to be
true, may have a material adverse effect on our business,
financial condition and results of operations.
We may not be successful in identifying, acquiring, developing
and expanding products and technology.
We expect to continue to seek to expand our products and
technology through acquisitions or strategic alliances in
complementary markets, including other diagnostic or imaging
markets and other women's health care markets. There is a risk
that we will not be successful in identifying, acquiring and
developing products and technology. There are additional risks
that, once identified, we will not consummate such acquisitions
and that, once acquired, we will not successfully integrate the
technology or businesses.
Our future success will depend on the continued services of our
executive officers and key research and development personnel.
The loss of any of our executive officers or key research and
development personnel could have a material adverse effect on our
business and prospects. Our success will also depend upon our
ability to attract and retain other qualified managerial and
technical personnel. Competition for such personnel, particularly
software engineers and other technical personnel, is intense.
We may not be able to attract and retain personnel necessary for
the development of our business. We do not have any key man life
insurance for any of our officers or other key personnel.
Our Chief Executive Officer and Senior Vice President also serve
in similar positions of another company, which diverts their
attention and could have a material adverse effect on our
business.
S. David Ellenbogen, our Chief Executive Officer, and Jay A.
Stein, our Senior Vice President, also serve in similar positions
at Vivid Technologies, Inc. Under a management agreement between
Vivid and us, we agreed to provide management services to Vivid,
including the part-time assistance of Mr. Ellenbogen and Dr.
Stein. Mr. Ellenbogen and Dr. Stein typically devote up to
approximately 16 and 8 hours per week, respectively, to Vivid.
As a result, we do not have the full time and attention of these
key executive officers, which could have a material adverse
effect on our business.
There is a risk that our insurance will not be sufficient to
protect us from product liability claims, or that in the future
product liability insurance will not be available to us at a
reasonable cost, if at all.
Our business involves the risk of product liability claims
inherent to the medical device business. We maintain product
liability insurance subject to certain deductibles and
exclusions. There is a risk that our insurance will not be
sufficient to protect us from product liability claims, or that
product liability insurance will not be available to us at a
reasonable cost, if at all. An underinsured or uninsured claim
could have a material adverse effect on our business, financial
condition or results of operations.
Provisions in our Certificate of Incorporation and By-laws and a
rights distribution may have the effect of discouraging
advantageous offers for our business or common stock and limit
the price that investors might be willing to pay in the future
for shares of our common stock.
Our Certificate of Incorporation, By-laws and the provisions of
Delaware corporate law include provisions that may have the
effect of discouraging or preventing a change in control. In
addition, we made a rights distribution in December 1992 that
could also have the effect of discouraging or preventing a change
in control. These provisions could limit the price that our
stockholders might receive in the future for shares of our common
stock.
The volatility of our stock price could adversely affect your
investment in our stock.
The market price of the common stock has been, and may continue
to be, highly volatile. We believe that a variety of factors
could cause the price of the common stock to fluctuate, perhaps
substantially, including:
- announcements and rumors of developments related to our
business;
- quarterly fluctuations in our actual or anticipated
operating results and order levels;
- general conditions in the worldwide economy;
- announcements of technological innovations;
- new products or product enhancements by us or our
competitors;
- developments in patents or other intellectual property
rights and litigation; and
- developments in our relationships with our customers and
suppliers.
In addition, in recent years the stock market in general and the
markets for shares of small capitalization and "high-tech"
companies in particular, have experienced extreme price
fluctuations which have often been unrelated to the operating
performance of affected companies. Any such fluctuations in the
future could adversely affect the market price of the common
stock, and the market price of the common stock may decline.
WARNINGS REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus under
"Summary" and "Risk Factors," and in the documents incorporated
by reference, are forward-looking made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. In essence, forward-looking statements are predictions
of future events. Although we would not make forward-looking
statements unless we believe we have a reasonable basis for doing
so, we cannot guarantee their accuracy and actual results may
differ materially from those we anticipated due to a number of
uncertainties, many of which we are not aware. We urge you to
consider the risks and uncertainties discussed under "Risk
Factors" and in the other documents filed with the SEC that we
have referred you to in evaluating our forward-looking
statements.
You should understand also that we have no plans to update our
forward-looking statements. Our forward-looking statements are
accurate only as of the date of this prospectus, or in the case
of forward-looking statements in documents incorporated by
reference, as of the date of those documents.
We identify forward-looking statements with the words "plans,"
"expects," "anticipates," "estimates," "will," "should" and
similar expressions. Examples of our forward-looking statements
may include statements related to:
- our plans, objectives, expectations and intentions;
- the timing of, availability, cost of development and
functionality of products under development or recently
introduced; and
- the anticipated markets for our Direct Radiography and bone
densitometer products and the success of our products in those
markets.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the our common
stock by the selling stockholders.
SELLING STOCKHOLDERS
On June 3, 1999, we acquired all of the issued and outstanding
shares of DRC Holding Corp, the parent company of Direct
Radiography Corp., from SDI Investments, L.L.C. On June 3, 1999,
we also purchased from Glasgow Land Company L.L.C., a wholly
owned subsidiary of SDI Investments, the land and buildings in
the State of Delaware at which Direct Radiography Corp. conducts
its business. The aggregate purchase price for the stock of DRC
Holding Corp. and for the real estate and buildings was
approximately $20,000,000. Approximately $7,000,000 was paid in
cash and approximately $13,000,000 was paid by delivery of
1,857,142 shares of our common stock. Immediately following the
acquisition, SDI Investments transferred 473,571 shares to E. I.
du Pont de Nemours and Company. In addition, SDI Investments
and Glasgow Land Company transferred the remaining 1,383,571
shares to SDI Investments Liquidating Trust. SDI Investments
Liquidating Trust and DuPont are the selling stockholders in this
prospectus.
Prior to our acquisition of DRC Holding Corp., Patrick de
Maynadier, an agent for SDI Investments Liquidating Trust, served
as Senior Vice President, General Counsel and Secretary of Direct
Radiography Corp. and as President, Secretary, Treasurer and sole
director of DRC Holding Corp. Similarly, each of the trustees of
SDI Investments Liquidating Trust were directors of the parent of
DRC Holding Corp. prior to its merger with another unrelated
company in 1999. One of the trustees, William C. Oehmig, was a
director of Direct Radiography Corp. up to the time of that
merger. Patrick de Maynadier was the sole director of Direct
Radiography Corp. since the date of the merger and the sale to
us. Other than as described in this prospectus, we are not aware
that any of the selling stockholders has had any material
relationship with us during the past three years.
The following table sets forth:
- the number of shares of common stock that the selling
stockholders beneficially owned as of July 29, 1999;
- the maximum number of shares of common stock that the
selling stockholders may offer under this prospectus; and
- the number and percentage of shares of common stock that the
selling stockholders will beneficially own if all of the shares
that may be offered under this prospectus are sold.
This information is based upon each selling stockholder's
representations to us.
<TABLE>
<CAPTION>
Number of Number of
Shares Maximum Shares
Beneficially Number of Beneficially Percentage
Owned Shares Owned of Shares
Name of Beneficial as of July Being after Owned After
Owner 29, 1999 Offered Offering Offering
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
SDI Investments 1,383,571 1,383,571 0 0%
Liquidating Trust
E. I. du Pont de 473,571 473,571 0 0%
Nemours and Company
</TABLE>
PLAN OF DISTRIBUTION
Set forth below is the plan of distribution of the shares of our
common stock covered by this prospectus by each of the selling
stockholders as indicated. We have agreed to pay the
registration expenses associated with this offering, which
include:
- federal, state and other registration and qualification
fees;
- legal fees and expenses for our counsel, but not the fees
and expenses, if any, of counsel or other advisers
to the selling shareholders;
- auditing and accounting expenses incurred by us in
connection with registration; and
- printing and other related expenses, including salary and
related overhead expenses of our employees for time expended by
them.
We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will bear
commissions and discounts, if any, attributable to the sales of
the shares. The selling stockholders may agree to indemnify any
broker-dealer or agent that participates in transactions
involving sales of the shares against liabilities, including
liabilities arising under the Securities Act of 1933, as amended.
We have agreed to indemnify the selling stockholders, their
officers, directors and trustees, against certain losses, claims
damages or liabilities arising out of any untrue or alleged
untrue statement of material fact contained in this registration
statement, as amended or supplemented, or arising out of any
omission of a material fact required to be stated in such
registration statement, as amended or supplemented, except those
untrue statements and omissions contained in any written
information the selling shareholder furnished for use in
connection with this registration. SDI Investments Liquidating
Trust and DuPont have agreed to a substantially reciprocal
indemnity with respect to untrue statements and omissions in
written materials furnished for inclusion in this registration
statement and its supplements and amendments.
Under applicable rules and regulations under the Securities
Exchange Act of 1934, as amended, any person engaged in a
distribution of the common stock may be limited in its ability to
engage in market activities with respect to the common stock. In
addition, the selling stockholders will be subject to applicable
provisions of the Securities Exchange Act of 1934, as amended,
and the rules and regulations under the Securities Exchange Act,
which may limit the timing of purchases and sales of any of the
common stock by the selling stockholders.
SDI Investments Liquidating Trust
The SDI Investments Liquidating Trust has advised us that from
time to time and in its discretion, it intends to:
- sell all or part of the 1,383,571 shares of our common stock
covered by this prospectus in open market transactions; and/or
- transfer all or part of the 1,383,571 shares of our common
stock covered by this prospectus,
to its beneficiaries, in the respective amounts which they are
entitled to receive under the terms of the Trust Agreement dated
May 11, 1999, creating the SDI Investments Liquidating Trust. If
all or part of the shares are transferred to the beneficiaries of
the SDI Investments Liquidating Trust, the beneficiaries will pay
nothing for the common stock. The shares of common stock the
beneficiaries will receive in a transfer, if any, will be
unrestricted shares which they are free to resell in open market
transactions or in any other manner permitted by law. Both the
sale by SDI Investments Liquidating Trust of the shares covered
by this prospectus in open market transactions and, in the event
of a transfer by SDI Investments Liquidating Trust to its
beneficiaries, the beneficiaries' resales, may be made on the
Nasdaq National Market, in the over-the-counter market or
otherwise, in negotiated transactions, or through a combination
of these sale methods, at market prices prevailing at the time of
sale, at prices related to the then current market price or at
negotiated prices, including by one of more of the following
methods:
- purchases by a broker-dealer as principal and resale by such
broker or dealer for its account;
- ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and
- block trades in which the broker-dealer engaged will attempt
to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction.
E. I. du Pont de Nemours and Company
DuPont has advised us that from time to time and in its
discretion, it intends to sell up to all of the 473,571 shares of
our common stock owned by it and covered by this prospectus.
These sales may be made on the Nasdaq National Market, in the
over-the-counter market or otherwise, in negotiated transactions,
or through a combination of these sale methods, at market prices
prevailing at the time of sale, at prices related to the then
current market price or at negotiated prices, including by one of
more of the following methods:
- purchases by a broker-dealer as principal and resale by such
broker or dealer for its account;
- ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and
- block trades in which the broker-dealer engaged will attempt
to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction.
LEGAL MATTERS
For the purpose of this offering, Brown, Rudnick, Freed & Gesmer,
Boston, Massachusetts, will pass upon the validity of the shares
of common stock in the offering.
EXPERTS
The financial statements and schedules of Hologic, Inc. included
in and incorporated by reference in this prospectus and elsewhere
in the registration statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in
reliance upon the authority of such firm as experts in accounting
and auditing in giving such report.
The financial statements of Direct Radiography Corp. ("DRC") as
of December 31, 1997 and 1998 and for the period from March 29,
1996 to December 31, 1996 and the years ended December 31, 1997
and 1998 incorporated by reference in this prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated
in their report (which report expresses an unqualified opinion
and includes an explanatory paragraph relating to DRC's ability
to continue as a going concern), which is incorporated by
reference herein, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC . You may read and copy any
document we file at the SEC's public reference rooms at 450 Fifth
Street, N.W., Washington, D.C., 20549, Chicago, Illinois and New
York, New York. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC
filings are also available to the public on the SEC's Website at
http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-3
under the Securities Act of 1933, as amended, with respect to the
common stock offered in connection with this prospectus. This
prospectus does not contain all of the information set forth in
the registration statement. We have omitted parts of the
registration statement in accordance with the rules and
regulations of the SEC. For further information with respect to
us and the common stock, you should refer to the registration
statement. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily
complete and, in each instance, you should refer to the copy of
such contract or document filed as an exhibit to or incorporated
by reference in the registration statement. Each statement as to
the contents of such contract or document is qualified in all
respects by such reference. You may obtain copies of the
registration statement from the SEC's principal office in
Washington, D.C. upon payment of the fees prescribed by the SEC,
or you may examine the registration statement without charge at
the offices of the SEC described above.
The SEC allows us to "incorporate by reference" the information
that we file with it, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We
incorporate by reference the following documents:
- Our Annual Report on Form 10-K for the fiscal year ended
September 26, 1998;
- Our Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 26, 1999, March 27, 1999 and December 26, 1998;
- Our Current Report on Form 8-K dated June 18, 1999 and our
Current Report on Form 8-K/A dated August 6, 1999;
- The description of our common stock contained in our
Registration Statement on Form 8-A dated January 31, 1990; and
- The description of our common stock purchase rights
contained in our Registration Statement on Form 8-A/A dated June
14, 1999, filed with the SEC on June 18, 1999.
We also incorporate by reference any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the termination of the
offering to which this prospectus relates.
You may request a copy of any of these filings, at no cost, by
writing or telephoning us at the following address:
Hologic, Inc.
35 Crosby Drive
Bedford, MA 01730-1401
Tel: (781) 999-7300
Attn: Investor Relations
You should rely only on the information contained in this
document (or any supplement) or that we have referred you to. We
have not authorized anyone else to provide you with different
information. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other
than the date on the front of those documents.
This prospectus is part of a
registration statement we filed
with the SEC. You should rely
only on the information or HOLOGIC, INC.
representations provided in this
prospectus. We have authorized no
one to provide you with different Up to 1,857,142 Shares of Common
information. The selling Stock
stockholder described in this
prospectus is not making an offer
in any jurisdiction where the
offer is not permitted. You
should not assume that the PROSPECTUS
information in this prospectus is
accurate as of any date other than August 19, 1999
the date of this prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses payable by
Hologic in connection with the sale and distribution of the
securities registered hereby. Each of the selling stockholders
will pay their normal commission expenses and brokerage fees.
All amounts are estimated except the SEC and Nasdaq filing fee.
Costs of issuance and distribution will be borne by Hologic as
follows:
SEC Registration Fee $ 2,840
Accounting Fees and Expenses 25,000
Legal Fees and Expenses 25,000
Miscellaneous 7,160
-------
Total $60,000
Item 15. Indemnification of Directors and Officers
Article 10 of Hologic's Certificate of Incorporation eliminates
the personal liability of directors to Hologic or its
stockholders for monetary damages for breach of fiduciary duty to
the extent permitted by Delaware General Corporation Law.
Article VII of Hologic's By-Laws provides that Hologic shall
indemnify its officers and directors to the extent permitted by
Delaware General Corporation Law. Section 145 of the Delaware
General Corporation Law authorizes a corporation to indemnify
directors, officers, employees or agents of the corporation if
such party acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or
proceeding, had no reason to believe his conduct was unlawful, as
determined in accordance with the Delaware General Corporation
Law. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits or
otherwise. Hologic has also entered into indemnification
agreements with each of its directors. The indemnification
agreements are intended to provide the maximum protection
permitted by Delaware law with respect to indemnification of
directors. Hologic may also enter into similar agreements with
certain of its officers who are not also directors. The effect
of these provisions is to permit indemnification by Hologic for
liabilities arising under the Securities Act of 1933, as amended.
Hologic also maintains directors and officers liability
insurance.
Item 16. Exhibits
Exhibit
Number Reference
- ------- ----------
2.01 Merger Agreement between Hologic and its B
Massachusetts predecessor
2.02 Agreement and Plan of Merger between Hologic, D-2.01
Fenway Acquisition Corp., and FluoroScan Imaging
Systems, Inc.
2.03 Securities Purchase Agreement dated April 28, 1999, G-1
as amended on June 3, 1999 by and among Hologic,
Sterling Diagnostic Imaging, Inc. and SDI
Investments, L.L.C.
2.04 Contract of Sale dated April 28, 1999, as amended G-2
on June 3, 1999, by and between Glasgow Land
Company, L.L.C. and Hologic
3.01 Certificate of Incorporation of Hologic B
4.01 Specimen certificate for shares of Hologic's Common B
Stock
4.02 Description of capital stock (contained in B
Hologic's Certificate of Incorporation filed, as
Exhibit 3.01)
4.03 Rights Agreement dated December 22, 1992 C
4.04 Amendment No. 1 to Rights Agreement dated as of E-4.01
December 13, 1995
4.05 Amendment No. 2 to Rights Agreement dated as of E-4.02
December 19, 1996
4.06 Amendment No. 3 to Rights Agreement dated as of F-4.03
April 25, 1999
5.01 Legal Opinion of Brown, Rudnick, Freed & Gesmer, A
P.C.
23.01 Consent of Arthur Andersen LLP A
23.02 Consent of Deloitte & Touche LLP A
23.03 Consent of Brown, Rudnick, Freed & Gesmer, P.C. A
(included in Exhibit 5.01)
24.01 Power of Attorney (continued on page II-6 hereof) A
____________
A. Previously filed.
B. The above exhibits were previously filed as an
exhibit of the same number to our Registration
Statement on Form S-1 (Registration No. 33-33128)
filed on January 24, 1990 and are incorporated
herein by reference.
C. The above exhibit was previously filed as an
exhibit of the same number to our 1992 Annual
Report on Form 10-K and are incorporated herein by
reference.
D. The above exhibit was previously filed as an
exhibit of the above referenced number of our Proxy
Statement and Prospectus on Form S-4 filed
(Registration No. 333-08977) on August 6, 1996 and
is incorporated herein by reference.
E. The above exhibit was previously filed as an
exhibit of the referenced number to Amendment No. 1
to Hologic's Registration Statement on Form 8-A/A
(Registration No. 000-18281) filed on January 17,
1997 and is incorporated herein by reference.
F. The above exhibit was previously filed as an
exhibit of the referenced number to Amendment No. 2
to Hologic's Registration Statement on Form 8-A/A
(Registration No. 000-18281) filed on May 20, 1999
and is incorporated herein by reference.
G. The above exhibit was previously filed as an
exhibit of the referenced number to Hologic's
Current Report on Form 8-K (SEC File No. 000-18281)
filed on June 18, 1999 and is incorporated herein
by reference.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the Registration Statement or any
material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the
Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(i) Not applicable.
(j) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has
duly caused this Amendment No. 1 to this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bedford, Commonwealth of
Massachusetts, on August 19, 1999.
HOLOGIC, INC.
By: /s/ S. David Ellenbogen
----------------------------
S. David Ellenbogen,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to this registration statement has been
signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ S. David Ellenbogen Director and Chief August 19, 1999
------------------- Executive Officer
S. David Ellenbogen
/s/ Steve L. Nakashige Director, President August 19, 1999
------------------ and Chief Operating
Steve L. Nakashige Officer
/s/ Glenn P. Muir Principal Financial August 19, 1999
-------------- and Accounting Officer
Glenn P. Muir
* Director and Senior August 19, 1999
------------ Vice President
Jay A. Stein
* Director August 19, 1999
-------------
Irwin Jacobs
* Director August 19, 1999
------------
William A. Peck
* Director August 19, 1999
-------------
Elaine Ullian
* Director August 19, 1999
------------
Gerard Segel
*By: /s/ S. David Ellenbogen
---------------------------------------
S. David Ellenbogen, Attorney-In-Fact
EXHIBIT INDEX
Exhibit
Number Reference
- ------- ----------
2.01 Merger Agreement between Hologic and its B
Massachusetts predecessor
2.02 Agreement and Plan of Merger between Hologic, D-2.01
Fenway Acquisition Corp., and FluoroScan Imaging
Systems, Inc.
2.03 Securities Purchase Agreement dated April 28, 1999, G-1
as amended on June 3, 1999 by and among Hologic,
Sterling Diagnostic Imaging, Inc. and SDI
Investments, L.L.C.
2.04 Contract of Sale dated April 28, 1999, as amended G-2
on June 3, 1999, by and between Glasgow Land
Company, L.L.C. and Hologic
3.01 Certificate of Incorporation of Hologic B
4.01 Specimen certificate for shares of Hologic's Common B
Stock
4.02 Description of capital stock (contained in B
Hologic's Certificate of Incorporation filed, as
Exhibit 3.01)
4.03 Rights Agreement dated December 22, 1992 C
4.04 Amendment No. 1 to Rights Agreement dated as of E-4.01
December 13, 1995
4.05 Amendment No. 2 to Rights Agreement dated as of E-4.02
December 19, 1996
4.06 Amendment No. 3 to Rights Agreement dated as of F-4.03
April 25, 1999
5.01 Legal Opinion of Brown, Rudnick, Freed & Gesmer, A
P.C.
23.01 Consent of Arthur Andersen LLP A
23.02 Consent of Deloitte & Touche LLP A
23.03 Consent of Brown, Rudnick, Freed & Gesmer, P.C. A
(included in Exhibit 5.01)
24.01 Power of Attorney (continued on page II-6 hereof) A
_________________
A. Previously filed.
B. The above exhibits were previously filed as an
exhibit of the same number to our Registration
Statement on Form S-1 (Registration No. 33-33128)
filed on January 24, 1990 and are incorporated
herein by reference.
C. The above exhibit was previously filed as an
exhibit of the same number to our 1992 Annual
Report on Form 10-K and are incorporated herein by
reference.
D. The above exhibit was previously filed as an
exhibit of the above referenced number of our Proxy
Statement and Prospectus on Form S-4 filed
(Registration No. 333-08977) on August 6, 1996 and
is incorporated herein by reference.
E. The above exhibit was previously filed as an
exhibit of the referenced number to Amendment No. 1
to Hologic's Registration Statement on Form 8-A/A
(Registration No. 000-18281) filed on January 17,
1997 and is incorporated herein by reference.
F. The above exhibit was previously filed as an
exhibit of the referenced number to Amendment No. 2
to Hologic's Registration Statement on Form 8-A/A
(Registration No. 000-18281) filed on May 20, 1999
and is incorporated herein by reference.
G. The above exhibit was previously filed as an
exhibit of the referenced number to Hologic's
Current Report on Form 8-K (SEC File No. 000-18281)
filed on June 18, 1999 and is incorporated herein
by reference.
