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Prospectus
Filed Pursuant to Rule 424(b)(1)
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.
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TABLE OF CONTENTS
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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
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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.
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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.
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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
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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;
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- 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.
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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.
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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.
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<TABLE>
<CAPTION>
Number of Shares
Number of Shares Maximum Number of Beneficially
Beneficially Owned Shares Being Owned after Percentage of Shares
Name of Beneficial Owner as of July 29, 1999 Offered Offering Owned After Offering
- --------------------------------- ---------------------- ------------------ ---------------- ----------------------
<S> <C> <C> <C> <C>
SDI Investments Liquidating Trust 1,383,571 1,383,571 0 0%
E. I. du Pont de Nemours and Company 473,571 473,571 0 0%
</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.
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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
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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.
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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.
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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.
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This prospectus is part of a registration statement we filed with the SEC. You
should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
The selling 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 information in this prospectus is accurate as of any date other than the
date of this prospectus.
HOLOGIC, INC.
Up to 1,857,142 Shares of Common Stock
PROSPECTUS
August 19, 1999
