SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Hologic, Inc.
(Name of Registrant as Specified in its Charter)
Hologic, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction
applies:
_____________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-111:
_____________________________________________
4)Proposed maximum aggregate value of transaction:
---------------------------------------------
5)Total fee paid:
[ ] Fee paid previously with preliminary materials.
------------------------------------------------------
________
1 Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
1) Amount previously paid:
2) Form, schedule or registration statement no.:
3) Filing party:
4) Date filed:
HOLOGIC, INC.
____________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 7, 2000
TO THE STOCKHOLDERS OF HOLOGIC, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
Hologic, Inc., a Delaware corporation (the "Company"), will be held on
Tuesday, March 7, 2000 at 10:00 a.m., local time, at the offices of the
Company, 35 Crosby Drive, Bedford, Massachusetts 01730 for the
following purposes:
1. To elect seven (7) directors to serve for the ensuing year
and until their successors are duly elected.
2. To ratify the appointment of Arthur Andersen LLP as
independent public accountants of the Company.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on February 3,
2000 are entitled to notice of and to vote at the meeting and any
continuation or adjournment thereof. All stockholders are cordially
invited to attend the Annual Meeting. However, to assure your
representation at the meeting, you are urged to mark, sign, date and
return the enclosed proxy as promptly as possible in the postage-paid
envelope enclosed for that purpose. Any stockholder attending the
meeting may vote in person even if he or she returned a proxy.
By order of the Board of Directors
Lawrence M. Levy, Secretary
Bedford, Massachusetts
February 10, 2000
- -----------------------------------------------------------------------
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY
WILL HAVE THE ADDED EXPENSE OF RE-ISSUING THESE PROXY MATERIALS.
EVEN IF YOU HAVE GIVEN YOUR PROXY, THE PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO EXERCISE BY FILING WITH THE SECRETARY OF THE COMPANY A
WRITTEN REVOCATION, BY EXECUTING A PROXY WITH A LATER DATE, OR BY
ATTENDING AND VOTING AT THE MEETING.
THANK YOU FOR ACTING PROMPTLY.
- ----------------------------------------------------------------------
HOLOGIC, INC.
______________
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
March 7, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of
Directors of Hologic, Inc. (the "Company"), for use at the Annual
Meeting of Stockholders to be held on Tuesday, March 7, 2000, at 10:00
a.m., local time (the "Annual Meeting"), or at any continuation or
adjournment thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. The Annual
Meeting will be held at the offices of the Company, 35 Crosby Drive,
Bedford, Massachusetts 01730. This proxy statement, the accompanying
proxy card and the annual report to stockholders are first being mailed
to stockholders on or about February 10, 2000.
Record Date, Stock Ownership and Voting
Only stockholders of record at the close of business on February
3, 2000, are entitled to receive notice of and to vote at the Annual
Meeting. At the close of business on February 3, 2000 there were
outstanding and entitled to vote 15,366,388 shares of common stock of
the Company, par value $.01 per share ("Common Stock"). Each
stockholder is entitled to one vote for each share of Common Stock.
The affirmative vote of the holders of a plurality of the shares
of Common Stock present or represented by proxy at the Annual Meeting
is required for the election of directors. The affirmative vote of a
majority of the shares of Common Stock present or represented by proxy
at the Annual Meeting is required for the approval of each of the other
matters to be voted upon at the Annual Meeting. A majority of the
shares of Common Stock outstanding is required to be present or
represented by proxy at the Annual Meeting in order to constitute the
quorum necessary to take action at the Annual Meeting.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspector of elections appointed for the Annual
Meeting. The inspector of elections will treat broker non-votes and
abstentions as Common Stock that is present and entitled to vote for
purposes of determining the presence of a quorum but as not voted for
purposes of determining the approval of any matter submitted to
stockholders for a vote. Abstentions, including broker non-votes, will
have no effect on the outcome of the vote for the election of directors
or the ratification of auditors.
Revocability of Proxies
Any person giving a proxy in the form accompanying this statement
has the power to revoke it at any time before it is voted. It may be
revoked by filing with the Secretary of the Company at the Company's
principal executive office, 35 Crosby Drive, Bedford, Massachusetts
01730, written notice of revocation or a duly executed proxy bearing a
later date, or it may be revoked by attending the Annual Meeting and
voting in person.
Solicitation
All costs of this solicitation of proxies will be borne by the
Company. The Company has retained American Stock Transfer & Trust
Company to aid in the solicitation of proxies from stockholders, banks
and other institutional nominees. The Company may reimburse brokerage
firms and other persons representing beneficial owners of shares for
their reasonable expenses incurred in forwarding solicitation materials
to such beneficial owners. Original solicitation of proxies by mail
may be supplemented by telephone, telegram, or personal solicitations
by directors, officers, or employees of the Company. No additional
compensation will be paid for any such services.
Deadline for Receipt of Stockholder Proposals
Proposals of stockholders of the Company which comply with Rule
14a-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and which are intended to be presented by such
stockholders at the Company's 2001 Annual Meeting of Stockholders, must
be received by the Company no later than October 13, 2000, in order to
be considered for inclusion in the proxy statement and form of proxy
relating to that meeting. Stockholder proposals submitted outside the
processes of Exchange Act Rule 14a-8 will be considered untimely if
received after December 27, 2000. The proxy solicited by the Board of
Directors with respect to that meeting may confer discretionary
authority to vote on matters submitted in untimely proposals.
PROPOSAL 1
ELECTION OF DIRECTORS
A board of seven (7) directors is to be elected at the Annual
Meeting. Unless otherwise instructed, the proxy holders will vote the
proxies received by them for the Board of Directors' nominees named
below. All nominees are currently directors of the Company. In the
event that any nominee is unable or declines to serve as a director at
the time of the Annual Meeting, the proxies will be voted for the
nominee, if any, who shall be designated by the present Board of
Directors to fill the vacancy. It is not expected that any nominee
will be unable or will decline to serve as director. The proposed
nominees are not being nominated pursuant to any arrangement or
understanding with any person. The term of office of each person
elected as a director will continue until the next Annual Meeting of
Stockholders or until a successor has been elected and qualified.
Set forth below is certain biographical information regarding the
nominees, including information furnished by them as to their principal
occupation for the last five (5) years, certain other directorships
held by them and their ages as of February 3, 2000.
Director
Name Age Position Since
- ------------------- --- -------- ------
S. David Ellenbogen 61 Chairman of the Board and
Chief Executive Officer 1985
Steve L. Nakashige 50 President and Chief Operating
Officer and Director 1998
Jay A. Stein 57 Senior Vice President, Chief
Technical Officer and Director 1985
Irwin Jacobs 62 Director 1990
William A. Peck 66 Director 1990
Gerald Segel 78 Director 1990
Elaine Ullian 52 Director 1996
Mr. Ellenbogen, a co-founder of the Company, has served as its
Chief Executive Officer and a director since its organization in
October 1985, as its Chairman of the Board of Directors since May 1994,
as its President from October 1985 until May 1994 and as its Treasurer
from October 1985 until February 1992. Prior to founding the Company,
Mr. Ellenbogen served as President, Treasurer and a director of
Diagnostic Technology, Inc. ("DTI"), which he co-founded with Dr. Stein
in 1981. DTI, which developed an x-ray product for digital angiography,
was acquired in 1982 by Advanced Technology Laboratories, Inc. ("ATL"),
a wholly-owned subsidiary of Squibb Corporation. Mr. Ellenbogen was
involved in the management of the digital angiography group of ATL from
1982 to 1985. From July 1989 to January 2000, Mr. Ellenbogen was also
the President, and a director of Vivid Technologies, Inc. ("Vivid") and
typically devoted approximately sixteen hours per week to Vivid
pursuant to a management agreement between the Company and Vivid. On
January 13, 2000, PerkinElmer completed the purchase of Vivid and Mr.
Ellenbogen relinquished all positions and duties with Vivid. See
"Certain Transactions".
Mr. Nakashige has served as President and Chief Operating Officer
of the Company since May 1994. From 1988 to 1994, Mr. Nakashige was
with General Electric Medical Systems where he held the position of
Senior Manager, Ultrasound Business from 1990 to 1994 and Manager,
Ultrasound Marketing Operations from 1988 to 1990. From 1986 to 1988,
Mr. Nakashige was Vice President of Operations of Biosound Inc., a
medical equipment manufacturer.
Dr. Stein, a co-founder of the Company, has served as its Senior
Vice President, Chief Technical Officer and a director since its
organization. Dr. Stein co-founded DTI with Mr. Ellenbogen in 1981,
served as Vice President and Technical Director of DTI and was
Technical Director of the digital angiography group of its successor,
ATL, from 1982 to 1985. Dr. Stein received a Ph.D. in Physics from The
Massachusetts Institute of Technology. He is the principal author of
fifteen patents involving x-ray technology. From July 1989 to January
2000, Dr. Stein was also the Senior Vice President, Technical Director
and a director of Vivid and devoted approximately eight hours per week
to Vivid pursuant to a management agreement between the Company and
Vivid. On January 13, 2000, PerkinElmer completed the purchase of
Vivid and Dr. Stein relinquished all positions and duties with Vivid.
See "Certain Transactions".
Mr. Jacobs has been a director of the Company since January 1990.
Mr. Jacobs, currently retired, was the President of Dataviews, Inc., a
company that manufactures and distributes software products, from
January 1992 to September 1997. Since December 1990, Mr. Jacobs has
also been the Chairman of the Board of Personal Protection Consultants,
Inc., a company which provides specialized training to hospitals and
law enforcement agencies. From May 1990 to December 1990, Mr. Jacobs
was a Vice President of Ask Computers, Inc., a computer system
developer. From 1987 to May 1990, Mr. Jacobs was the President and
Chairman of the Board of Directors of Perception Technology Corp., a
manufacturer of voice response systems.
Dr. Peck has been a director of the Company since January 1990.
In 1989, Dr. Peck became the Vice Chancellor for Medical Affairs at
Washington University (Executive Vice Chancellor since 1993) and Dean
of the Washington University School of Medicine in St. Louis, Missouri.
From 1976 until his appointment as Vice Chancellor, Dr. Peck was a
Professor of Medicine and the Co-Chairman of the Department of Medicine
at Washington University, and the Physician-in-Chief at the Jewish
Hospital of St. Louis. Dr. Peck is a member of the Board of Trustees
of the National Osteoporosis Foundation and served as its President
from 1985 to 1990. Dr. Peck also serves as a director of Allied
Healthcare Products, Inc., Angelica Corporation, Reinsurance Group of
America, Inc. and TIAA-CREF Trust Company.
Mr. Segel has been a director of the Company since March 1990.
Mr. Segel, currently retired, was Chairman of the Board of Tucker
Anthony Incorporated from January 1987 to May 1990. From 1983 through
January 1987 he served as President of Tucker Anthony Incorporated.
Mr. Segel also serves as a director of Boston Communications Group,
Inc. and served as a director of Vivid until January 2000.
Ms. Ullian has been a director of the Company since February 1996.
In 1996, Ms. Ullian was appointed President and Chief Executive Officer
of Boston Medical Center, the successor corporation of Boston
University Medical Center Hospital. In April 1994, Ms. Ullian was
appointed President and Chief Executive Officer of Boston University
Medical Center Hospital. From January 1987 to March 1994, Ms. Ullian
held the position of President and Chief Executive Officer of Faulkner
Corporation/Faulkner Hospital. From 1984 to 1987, she was Vice
President for Clinical Operations at New England Medical Center. Ms.
Ullian also serves as a director of Vertex Pharmaceuticals.
Board of Directors' Meetings and Committees
The Board of Directors met four times for regular meetings and
held eleven special meetings during the year ended September 25, 1999.
Each director attended at least 75% of the meetings of the Board of
Directors and each of its Committees on which they served.
Standing committees of the Board include an Executive Committee,
an Audit Committee and a Compensation Committee. The Board does not
have a nominating committee or a committee performing a similar
function.
Messrs. Ellenbogen, Jacobs and Segel and Dr. Stein are currently
the members of the Executive Committee. The Executive Committee did
not meet formally during fiscal 1999. The Executive Committee has all
the powers and authority of the Board of Directors, except those powers
that may not lawfully be delegated by the Board of Directors and except
those specific powers delegated by the Board of Directors to any other
committee appointed by it.
Messrs. Jacobs and Segel are currently the members of the Audit
Committee. During fiscal 1999, the Audit Committee met twice with the
Company's independent auditors. The Audit Committee reviews with the
Company's independent auditors the scope of the audit for the year, the
results of the audit when completed, the adequacy of the Company's
internal control systems and financial reporting procedures, and the
independent auditors' fee for services performed.
Messrs. Jacobs and Segel, Dr. Peck and Ms. Ullian are currently
the members of the Company's Compensation Committee. During fiscal
1999, the Compensation Committee met twice. The Compensation Committee
determines the compensation to be paid to key officers of the Company
and administers the Company's Stock Incentive Plans, Executive and Key
Employee Bonus Program, Performance-Bonus Plan, 1995 Employee Stock
Purchase Plan, and 401(k) Plan.
Compensation of Directors
In fiscal 1999, each non-employee director received (i) an annual
retainer of $12,000, payable $3,000 per quarter, (ii) a director's
meeting fee of $1,500 for each meeting of the Board of Directors at
which the director was physically present and $600 for each meeting at
which the director participated by telephone and (iii) a committee
meeting fee for each meeting of a committee of the Board of Directors
at which the director was physically present, in the amount of $1,200
if the meeting was held on a day other than the day of the meeting of
the Board of Directors and $600 if held on the same day as the meeting
of the Board of Directors, but no fee if the committee meeting was held
at the same time or immediately in conjunction with the meeting of the
Board of Directors.
Non-employee directors are also eligible to receive stock options
pursuant to the Company's Amended and Restated 1990 Non-Employee
Director Stock Option Plan (the "Director's Plan"). The Director's
Plan provides that each eligible director will receive an option to
purchase 10,000 shares of Common Stock at the time the director is
first elected to the Board of Directors. These options become
exercisable in increments of 2,000 shares over a five-year period for
each year that the director remains affiliated with the Company. Each
director who has served as a director for a full fiscal year will be
granted an option to purchase an additional 8,000 shares of Common
Stock on December 15 of each year, provided he or she continues to be
an eligible director, until the director has received options to
purchase 44,000 additional shares. These options become exercisable in
full six months after the date of grant. The exercise price for all
options granted under the Director's Plan is the fair market value of
the Common Stock at the time the option is granted. The exercise price
may be paid in cash, with Common Stock (valued at fair market value on
the date of purchase), or by a combination of cash and Common Stock.
On December 15, 1998, options to purchase 8,000 shares of Common Stock,
at an exercise price of $11.00 per share, were granted to each of
Messrs. Jacobs and Segel and Dr. Peck and Ms. Ullian under the
Director's Plan. There are no remaining shares available for issuance
under this plan.
Beginning in 1999, non-employee directors are eligible to receive
stock options pursuant to the Company's 1999 Equity Incentive Plan (the
"1999 Plan"). The 1999 Plan provides that, unless otherwise determined
by the Board of Directors, each director of the Company who is not an
employee of the Company shall automatically be granted a nonqualified
option to acquire 25,000 shares of Common Stock as of the date he or
she is first elected to the Board or, with respect to such directors
serving on the Board, as of the effective date of the 1999 Plan. In
each case, the option price will be the fair market value of the Common
Stock on such date and the expiration date will be the tenth
anniversary thereof. Each such nonqualified option will become
exercisable in 20% installments beginning on January 1 of the first
year after the grant date, and on January 1 of each year thereafter,
until such option is fully exercisable on January 1 of the fifth year
following the grant date.
Furthermore, unless otherwise determined by the Board of
Directors, each director of the Company who is not an employee of the
Company and who has served as a director for six months shall
automatically be granted a nonqualified option to acquire 3,000 shares
of Common Stock as of January 1 of each year, beginning with January 1,
2000. The option price will be the fair market value of the Common
Stock on such date and the expiration date will be the tenth
anniversary thereof. These options are exercisable on and after the
date that is six months after the date of grant. On March 9, 1999,
options to purchase 25,000 shares of Common Stock, at an exercise price
of $8.875 per share, were granted to each of Messrs. Jacobs and Segel
and Dr. Peck and Ms. Ullian under the 1999 Plan.
The Board of Directors is authorized to increase annually the
number of shares of Common Stock available for issuance under the 1999
Equity Incentive Plan (the "1999 Plan"), subject to certain
limitations. On September 24, 1999, the Board of Directors increased
the number of shares available under the 1999 Plan by a total of
380,000 shares.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends that the stockholders ratify the
selection of Arthur Andersen LLP as independent public accountants to
examine the consolidated financial statements of the Company and its
subsidiaries for the fiscal year ending September 30, 2000. Arthur
Andersen LLP has audited the Company's financial statements annually
since 1986, and the Board of Directors believes it is desirable and in
the best interests of the Company to continue employment of that firm.
The affirmative vote of a majority of the Company's Common Stock
present in person or represented by proxy is required to ratify the
appointment of Arthur Andersen LLP as the Company's independent public
accountants. Action by stockholders is not required by law in the
appointment of independent public accountants, but their appointment is
submitted by the Board of Directors in order to give the stockholders a
voice in the designation of accountants. If the appointment is not
ratified by the stockholders, the Board of Directors will reconsider
its choice of Arthur Andersen LLP as the Company's independent public
accountants.
A representative of Arthur Andersen LLP will be present at the
meeting to make a statement if such representative desires to do so
and to respond to appropriate questions.
OTHER INFORMATION
SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of February
3, 2000 with respect to the beneficial ownership of the Company's
Common Stock of each director, each nominee for director, each named
executive officer in the Summary Compensation Table under "Executive
Compensation", below, all executive officers and directors as a group,
and each person known by the Company to be the beneficial owner of 5%
or more of the Company's Common Stock. This information is based upon
information received from or on behalf of the named individuals.
Beneficial Ownership (1)
------------------------
Name of Number Percent of
Beneficial Owner of Shares Common Shares
---------------- --------- -------------
S. David Ellenbogen (2) 561,082 3.7%
Jay A. Stein (3) 396,309 2.6%
Steve L. Nakashige (4) 160,430 1.0%
Jean Chaintreuil (4) 36,332 *
Mark A. Duerst (4) 59,164 *
Irwin Jacobs (4) 49,000 *
William A. Peck (4) 35,000 *
Gerald Segel (4) 49,000 *
Elaine Ullian (4) 37,000 *
All directors and executive officers
as a group (10 persons)(4) 1,486,485 9.7%
_____________________
* Less than one percent.
(1) Unless otherwise noted, each person identified possesses sole
voting and investment power with respect to the shares listed.
(2) Includes (i) 48,110 shares held by, or in trust for, Mr.
Ellenbogen's children and grandchildren and (ii) 7,150 shares held by
Mr. Ellenbogen as trustee, all of which shares Mr. Ellenbogen disclaims
beneficial ownership. Also includes options to purchase 128,996 shares
of Common Stock which are exercisable within 60 days after February 3,
2000.
(3) Includes (i) 7,230 shares held by, or in trust, for Dr. Stein's
children and (ii) 23,170 shares held by Dr. Stein as trustee or
custodian, all of which shares Dr. Stein disclaims beneficial
ownership. Also includes options to purchase 120,996 shares of Common
Stock which are exercisable within 60 days after February 3, 2000.
(4) Includes the following shares subject to options which are
exercisable within 60 days after February 3, 2000: Mr. Nakashige -
154,332; Mr. Chaintreuil - 36,332; Mr. Duerst - 59,164; Mr. Jacobs -
49,000; Dr. Peck - 35,000; Mr. Segel - 49,000; Ms. Ullian - 37,000; and
all directors and executive officers as a group - 763,152.
EXECUTIVE OFFICERS
The names of the executive officers of the Company who are
not directors of the Company, and certain biographical
information furnished by them, are set forth below:
Name Age Title
---- --- -------
Jean Chaintreuil 44 Vice President of
European Operations
Mark A. Duerst 43 Vice President of Sales
Glenn P. Muir 40 Vice President of Finance and
Treasurer
Executive officers are chosen by and serve at the discretion
of the Board of Directors of the Company.
Mr. Chaintreuil has served as Vice President of European
Operations of the Company since February 1993. Mr. Chaintreuil
has held the position of President, Hologic Europe since joining
the Company in October 1991. From 1986 to 1991, Mr. Chaintreuil
held a variety of positions with General Electric/C.G.R.,
including International Marketing Manager for mammography and
stand-alone products and Regional Sales and Service Manager for
the Paris and west France territory.
Mr. Duerst has served as Vice President of Sales since
September 1994. Prior to that, Mr. Duerst held the position of
Director of North American Sales since 1990 and the position of
Central Regional Sales Manager since joining the Company in 1989.
From 1988 to 1989, Mr. Duerst was an independent marketing and
sales consultant and from 1983 to 1987 he was Director of Sales
and Marketing of Lunar Corporation.
Mr. Muir, a Certified Public Accountant, has served as Vice
President of Finance and Treasurer of the Company since February
1992. Prior to that, Mr. Muir held the position of Controller
since joining the Company in October 1988. From 1986 to 1988,
Mr. Muir was Vice President of Finance and Administration and
Chief Financial Officer of Metallon Engineered Materials Corp., a
manufacturer of composite materials. Mr. Muir received an MBA
from the Harvard Graduate School of Business Administration in
1986. Mr. Muir also served as a director of Vivid Technologies,
Inc.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the
compensation during the last three fiscal years of the Company's
Chief Executive Officer and the four other most highly
compensated executive officers whose annual salary and bonus
exceeded $100,000 for services in all capacities to the Company
during the last fiscal year (the "named executive officers").
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------------------------
Name and Fiscal Annual Compensation Restricted Stock Securities Underlying All Other
Principal Position Year Salary ($) Bonus ($) Awards($)(1) Options (#) Compensation ($)(2)
- ------------------ ---- --------------------- -------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
S. David Ellenbogen 1999 $244,297 --- $75,000 45,000 $3,500
Chairman and CEO 1998 $216,945 $150,000 $75,000 20,000 $3,500
1997 $201,382 $150,000 --- 25,000 $3,325
Steve L. Nakashige 1999 $200,954 --- $75,000 40,000 $3,500
President and COO 1998 $174,407 $ 75,000 $75,000 20,000 $3,500
1997 $152,441 $ 75,000 --- 20,000 $3,325
Jay A. Stein 1999 $205,759 --- --- 25,000 $3,500
Sr. Vice President 1998 $185,248 $ 25,000 --- 10,000 $3,500
Chief Technical Officer 1997 $181,440 $ 25,000 --- 15,000 $3,325
Jean Chaintreuil 1999 $228,791 --- --- 25,000 ---
Vice President 1998 $244,574 $ 15,000 --- 10,000 ---
European Operations 1997 $242,031 $ 15,000 --- 15,000 ---
Mark A. Duerst 1999 $193,420 --- --- 25,000 $3,500
Vice President 1998 $235,347 $ 25,000 --- 10,000 $3,500
Sales and Marketing 1997 $197,909 $ 35,000 --- 15,000 $3,325
__________________
</TABLE>
(1) Represents 2,913 restricted shares of Common Stock granted
to each of Messrs. Ellenbogen and Nakashige on November 14, 1997
and 3,000 restricted shares of Common Stock on November 12, 1998.
The amounts reported in this column represent the fair market
value of restricted shares of Common Stock granted on November
14, 1997, and November 12, 1998 calculated as of the grant date.
The underlying shares may be repurchased by the Company under
certain circumstances before November 14, 1999 and November 12,
2000. At September 25, 1999, the aggregate number of restricted
shares and fair market value of such shares on that date held by
the respective named executive officers was as follows: Mr.
Ellenbogen - 5,913 shares with an aggregate fair market value of
$24,391 and Mr. Nakashige - 5,913 shares with an aggregate fair
market value of $24,391. Dividends, if any, paid to holders of
the Company's Common Stock would also be paid to holders of
restricted shares.
(2) The amounts reported in this column consist of the Company's
matching contribution under its 401(k) Profit-Sharing Plan.
Stock Option Grants in Last Fiscal Year
The following table sets forth the stock options granted to
the Company's named executive officers during the fiscal year ended
September 25, 1999.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable Value
------------------------------------------------------- at Assumed Annual Rates
Number of % of Total of Stock Price Appreciation
Securities Options Granted Exercise for Option Term (3)
Underlying Options to Employees Price Expiration
Name Granted(#)(1) in Fiscal Year ($/share)(2) Date 5% ($) 10% ($)
- --------------- -------------- ------------- ------------ ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
S.D. Ellenbogen 25,000 2% $13.125 11/12/08 $206,356 $522,947
20,000 2% $13.125 11/12/08 $165,085 $418,357
S. Nakashige 20,000 2% $13.125 11/12/08 $165,085 $418,357
20,000 2% $13.125 11/12/08 $165,085 $418,357
J. Stein 15,000 1% $13.125 11/12/08 $123,814 $313,768
10,000 1% $13.125 11/12/08 $ 82,542 $209,179
J. Chaintreuil 15,000 1% $13.125 11/12/08 $123,814 $313,768
10,000 1% $13.125 11/12/08 $ 82,542 $209,179
M. Duerst 15,000 1% $13.125 11/12/08 $123,814 $313,768
10,000 1% $13.125 11/12/08 $ 82,542 $209,179
</TABLE>
_____________
(1) Options vest at the rate of 20% per year, beginning in 1998.
The options were granted under the Company's 1995 Combination Stock
Option Plan.
(2) The exercise price is equal to the fair market value of the
stock on the date of grant.
(3) The 5% and 10% assumed rates of annual compounded stock price
appreciation are set forth in the rules of the SEC and do not
represent the Company's estimate or projection of future Common
Stock prices.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year
End Option Values
The following table sets forth certain information regarding
the exercise of stock options during the fiscal year ended
September 25, 1999 and the fiscal year-end value of unexercised
options for the Company's named executive officers.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options at
Acquired Value at FiscalYear-End (#) Fiscal Year-End ($)(1)
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- --------------- -------------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
S. D. Ellenbogen --- --- 124,996 / 43,004 $ 56,250 / $ ---
S. Nakashige --- --- 150,332 / 34,668 $ 39,375 / $ ---
J. Stein --- --- 118,996 / 29,004 $ 56,250 / $ ---
J. Chaintreuil --- --- 32,332 / 35,668 $ 3,500 / $ ---
M. Duerst --- --- 57,164 / 20,336 $ 8,750 / $ ---
___________________
</TABLE>
(1) Based upon the $4.125 closing market price of the
Company's Common Stock as reported on the Nasdaq National Market
System on September 25, 1999 minus the respective option exercise
price.
Executive Bonus Program
The Compensation Committee of the Board of Directors
approved an Executive and Key Employee Bonus Program for fiscal
2000 under which executive officers, senior management and key
contributors selected by the Compensation Committee may be
eligible for cash bonuses, awarded at the discretion of the
Compensation Committee, to be paid in the first quarter of fiscal
2001. This program is designed to attract and retain key talent
and is directly related to the success of the Company and to an
overall increase in shareholder value. Under this program,
executive officers are measured against a combination of
strategic, divisional and individual goals to qualify for a
bonus. Considerations include an evaluation of overall and
divisional revenues and profitability, new product development
and introductions, and improved shareholder value. For fiscal
1999, bonuses of $315,000 were paid to key employees and senior
managers under a similar program approved for that year. Based
on an evaluation of the Company's overall profitability and
change in shareholder value during fiscal 1999, the Compensation
Committee did not award bonuses to the Company's executive
officers in fiscal 1999.
Severance Agreements
Severance agreements are in effect between the Company and
each of the Named Executive Officers. The agreements are intended
to encourage the executives to continue to carry on their duties
in the event of a change of control of the Company. Under the
terms of these agreements, if termination of an executive's
employment occurs within the three-year period following a change
of control of the Company and such termination is by the Company
(or its successor) other than for cause or disability or by the
executive for good reason (each as defined in the agreement),
each executive will be entitled to receive, among other things,
in a lump sum in cash: (i) the executive's accrued salary; (ii) a
pro rata portion of such executive's highest annual bonus; (iii)
if the executive has remained employed for one year following the
change of control, a special bonus equal to the sum of the
executive's annual salary and highest annual bonus; and (iv) a
severance amount equal to $1.00 less than the executive's base
amount (as defined in the tax code), multiplied by three. In
addition, all unvested stock options or stock appreciation rights
held by the executive shall be immediately exercisable for a one
year period following the executive's termination date. The
severance agreements confer no benefits prior to a change of
control. In the event that any payments received by the
executives in connection with a change of control are subject to
the excise tax imposed upon certain change of control payments
under federal tax laws or would be nondeductible to the Company
under such laws, the agreements provide for a reduction in the
amount to be paid to the executive to an amount which is one
dollar less than the maximum that can be paid without subjecting
the payments to such excise tax or resulting in such payments
being nondeductible to the Company.
Compensation Committee Interlocks and Insider Participation
Decisions regarding executive compensation are made by the
Company's Compensation Committee of the Board of Directors, which
is composed of Irwin Jacobs, William A. Peck, Gerald Segel and
Elaine Ullian. The Compensation Committee also administers the
Company's Stock Incentive Plans, Executive and Key Employee Bonus
Program, Performance - Bonus Plan, and 401(k) Plan. None of the
members of the Compensation Committee has ever been an officer or
employee of the Company or any of its subsidiaries. Glenn P.
Muir, the Vice President of Finance and Treasurer of the Company,
served on the Board of Directors and the Compensation Committee
of Vivid during fiscal 1999. S. David Ellenbogen, the Chairman
of the Board and Chief Executive Officer of the Company, and Jay
A. Stein, the Senior Vice President, Chief Technical Officer and
a director of the Company, were executive officers of Vivid
during fiscal 1999. See "Certain Transactions".
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors,
consisting entirely of independent non-management directors,
approves all policies under which compensation is paid or awarded
to the Company's executive officers. The Committee is comprised
of Messrs. Jacobs, Peck and Segel and Ms. Ullian.
The Company's Compensation Philosophy and Plan
The Company's executive compensation program is designed to
attract and retain superior executive talent, to provide
incentives and rewards to executive officers who will contribute
to the long-term success of the Company and to closely align the
interests of executives with those of the Company's stockholders.
The Committee reviews the Company's executive compensation
program through the application of the subjective business
judgment of each of its members and through an informal survey of
executive compensation programs of peer companies. The
Compensation Committee does not use a quantitative method or use
a mathematical formula to set any element of compensation for a
particular executive officer. The Compensation Committee uses
discretion and considers all elements of an executive's
compensation package when setting each portion of compensation
which is based upon corporate performance and individual
initiatives and performance. The principle elements of the
Company's executive compensation program consist of: (i) base
annual salary, (ii) executive bonus program and (iii) equity
awards.
Base Annual Salaries. Base annual salaries for executive
officers are initially determined by evaluating the
responsibilities of the position and the experience and knowledge
of the individual. Also taken into consideration is the
competitiveness of the marketplace for executive talent,
including a comparison of base annual salaries for comparable
positions at peer companies. Individual adjustments are made at
the discretion of the Compensation Committee, taking into
consideration factors such as the Company's performance and the
Compensation Committee's subjective perception of the
individual's performance.
Executive Bonus Program. The Compensation Committee of the Board
of Directors approved an Executive and Key Employee Bonus Program
for fiscal 2000 under which executive officers, senior management
and key contributors selected by the Compensation Committee may
be eligible for cash bonuses, awarded at the discretion of the
Compensation Committee, to be paid in the first quarter of fiscal
2001. This program is designed to attract and retain key talent
and is directly related to our success and to an overall increase
in shareholder value. Under this program, executive officers are
measured against a combination of strategic, divisional and
individual goals to qualify for a bonus. Considerations include
an evaluation of overall and divisional revenues and
profitability, new product development and introductions, and
improved shareholder value. Based on an evaluation of the
Company's overall profitability and change in shareholder value
during fiscal 1999, the Compensation Committee did not award
bonuses to the Company's executive officers in fiscal 1999.
Equity Awards. The third component of executive officers'
compensation are equity awards in the form of stock options and
restricted stock grants.
Stock options and restricted stock grants are designed to
align the interests of the executive with those of the
stockholders. Stock options are granted at an exercise price
equal to the fair market value of the Common Stock on the date of
grant. These options generally vest at the rate of 20% or 25%
per year, with the first installment vesting either at the end of
one or two years, respectively, from the date of employment (for
options granted upon initial employment) or the date of grant and
are exercisable within ten years from the date of grant. The
restricted stock grants are awards of shares of common stock.
These awards are generally subject to repurchase by the Company
for a two year period from the date of grant. The size of
individual option and stock grants are based upon the Committee's
subjective review of the job responsibility and individual
contribution to the Company's success. Previous option and stock
grants are considered when awards are determined. These equity
awards are designed to provide incentives for the creation of
long-term value for the Company's stockholders.
Compensation of the Chief Executive Officer
In January 1999, Mr. Ellenbogen's base salary was increased
to $250,000 from $220,000, which the Committee considers to be
comparable to the salaries of chief executive officers of peer
companies based on the Committee's informal survey of executive
compensation at peer companies. In fiscal 1999, Mr. Ellenbogen
did not receive a bonus. In fiscal 1999, Mr. Ellenbogen also
received 3,000 restricted shares of common stock which may be
repurchased by the Company under certain circumstances before
November, 2000. In fiscal 1999, Mr. Ellenbogen was instrumental
in, among other things, the Company beginning to diversify its
product line with the acquisition of Direct Radiography Corp.
Conclusion
Through these programs, a significant portion of the
Company's executive compensation is linked directly to individual
and Company performance in pursuance of strategic goals as well
as stock price appreciation. The Compensation Committee intends
to continue the policy of linking executive compensation to
Company performance and stockholder return, recognizing however,
that fluctuations in the operating results of the business may
result over time.
The Compensation Committee
Irwin Jacobs
William A. Peck
Gerald Segel
Elaine Ullian
PERFORMANCE GRAPH
The following Performance Graph compares the yearly
percentage change in the Company's cumulative total shareholder
return on the Company's Common Stock for the period from
September 25, 1994 through September 25, 1999, based upon the
market price of the Company's Common Stock, with the cumulative
total return on the Standard and Poor's 500 Stock Index (the "S&P
500") and the Standard and Poor's Medical Products and Supplies
Index (the "S&P Medical Products") for that period. The
Performance Graph assumes the investment of $100 on September 25,
1994 in the Company's Common Stock, the S&P 500 and the S&P
Medical Products, and the reinvestment of any and all dividends.
<TABLE>
<CAPTION>
Cumulative Total Return
***********************************************************************************
September September September September September September
1994 1995 1996 1997 1998 1999
***********************************************************************************
<S> <C> <C> <C> <C> <C> <C>
Hologic,Inc. $100 $160 $379 $357 $179 $ 58
S&P 500 $100 $130 $156 $219 $239 $306
S&P Healthcare
(Medical Products
& Supplies) $100 $162 $194 $240 $290 $324
***********************************************************************************
</TABLE>
CERTAIN TRANSACTIONS
For the fiscal year ended September 25, 1999, the following
transactions occurred which involved more than $60,000 with any
director, executive officer, five percent (5%) beneficial owner
of the Company's common stock or any member of the immediate
family of any of the foregoing persons.
Vivid Technologies, Inc.
In June 1989, the Company granted an exclusive perpetual
license to use certain patent rights and technology to Vivid
Technologies, Inc. for the development, manufacture and sale of
X-ray screening security systems for explosives, drugs, currency
and other contraband (subject to termination by either party for
certain defaults). In September 1996, this license was amended
to grant Vivid a nonexclusive license to use these patents and
technology for the development, manufacture and sale of X-ray-
based products capable of being used for process control
applications in the food and beverage industries. During fiscal
1999, Mr. Ellenbogen and Dr. Stein were directors of Vivid and
held similar offices in Vivid as they do with the Company. Mr.
Ellenbogen and Dr. Stein collectively beneficially owned
approximately 12% of the outstanding voting stock of Vivid
during fiscal 1999.
Under the license agreement, Vivid was required to pay the
Company royalties of 5% of the first $50 million of net sales of
screening security systems using the Company's technology, and
3% of net sales in excess of $50 million, up to a maximum of
$200 million of net sales of these products. Vivid was also
required to pay royalties of 3% up to a maximum of $200 million
of net sales of products covered by the nonexclusive license for
food and beverage process control. The maximum aggregate
royalties payable to the Company by Vivid under this exclusive
arrangement was $7 million, and under the nonexclusive
arrangement, was $6 million. In fiscal 1999, Vivid paid the
Company royalties of approximately $393,000 under the license
agreement, on aggregate sales through fiscal 1999 of
approximately $125 million.
Under a management agreement, the Company provided Vivid
with the part-time management services of Mr. Ellenbogen and Dr.
Stein during fiscal 1999. Under this arrangement, Vivid was
required to pay the Company its proportionate share of the
salary of the Company's employees rendering services to Vivid.
During fiscal 1999, the payments made under this arrangement
were Vivid's proportionate share of Mr. Ellenbogen's and Dr.
Stein's compensation. Under this arrangement, no compensation
was paid by Vivid to any of the Company's employees. For the
fiscal year ended September 25, 1999, Vivid was charged
approximately $151,000 by the Company for services rendered
under the agreement. The Company estimates that Mr. Ellenbogen
and Dr. Stein had typically devoted approximately sixteen and
eight hours per week, respectively, on matters involving Vivid.
In January 2000 the license and technology agreement with
Vivid was terminated in connection with the completion of the
merger of Vivid with PerkinElmer, Inc. Upon the effective date
of the merger, Vivid paid the Company $2 million as a fully paid
up, exclusive license to utilize the Company's technology for X-
ray security systems.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the
Company's directors, its executive officers, and any persons
holding more than ten percent of the Company's Common Stock are
required to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission ("SEC"). Specific filing
deadlines of these reports have been established and the Company
is required to disclose in this Proxy Statement any failure to
file by these dates during the fiscal year ended September 25,
1999. To the best of the Company's knowledge, all of these
filing requirements have been satisfied. In making this
statement, the Company has relied solely on written
representations of its directors and executive officers and any
ten percent stockholders and copies of the reports that they
filed with the SEC.
OTHER MATTERS
The Company knows of no other matters to be submitted at
the meeting. If any other matters properly come before the
meeting, it is the intention of the persons named in the
accompanying proxy to vote the shares represented thereby on
such matters in accordance with their best judgment.
Incorporation by Reference
To the extent that this Proxy Statement has been or will be
specifically incorporated by reference into any filing by the
Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, the sections of the
Proxy Statement entitled "Report of the Compensation Committee
on Executive Compensation" and "Performance Graph" shall not be
deemed to be so incorporated, unless specifically otherwise
provided in any such filing.
FINANCIAL MATTERS AND FORM 10-K REPORT
The Company's annual report for the fiscal year ended
September 25, 1999, is being mailed with this proxy statement to
stockholders entitled to notice of the meeting. The
consolidated financial statements, unaudited selected quarterly
data and management's discussion and analysis of financial
condition and results of operations included in the annual
report are incorporated by reference herein.
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS
SECURITIES WITH A COPY OF AN ANNUAL REPORT ON FORM 10-K,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR THE COMPANY'S MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON
RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST
SHOULD BE SENT TO INVESTOR RELATIONS, HOLOGIC, INC., 35 CROSBY
DRIVE, BEDFORD, MASSACHUSETTS 01730.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on
all proposals specified. Proxies will be voted as specified.
If signed proxies are returned without specifying an affirmative
or negative vote on any proposal, the shares represented by such
proxies will be voted in favor of the Board of Directors'
recommendations.
By order of the Board of Directors
Lawrence M. Levy, Secretary
Bedford, Massachusetts
February 10, 2000
HOLOGIC, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
35 Crosby Drive March 7, 2000
Bedford, MA 01730
(781) 999-7300
The undersigned stockholder of HOLOGIC, INC., a Delaware corporation
(the "Company"), acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement, dated February 10, 2000, and
hereby appoints S. David Ellenbogen and Jay A. Stein, and each of them
acting singly, with full power of substitution, attorneys and proxies
to represent the undersigned at the Annual Meeting of Stockholders of
the Company to be held at the offices of the Company, 35 Crosby Drive,
Bedford, Massachusetts 01730, on Tuesday, March 7, 2000, at 10:00 A.M.
local time, and at any adjournment or adjournments thereof, with all
power which the undersigned would possess if personally present, and to
vote all shares of stock which the undersigned may be entitled to vote
at said meeting upon the matters set forth in the Notice of Meeting in
accordance with the following instructions and with discretionary
authority upon such other matters as may come before the meeting. All
previous proxies are hereby revoked.
1. The election of seven (7) directors nominated by the Board of
Directors for the ensuing year:
FOR all nominees listed below WITHHOLD AUTHORITY
(except as indicated) to vote for all nominees
listed below
_____________ ________________
S. David Ellenbogen, Irwin Jacobs, Steve L. Nakashige, William A.
Peck, Gerald Segel, Jay A. Stein, Elaine Ullian
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
_______________________________________________________________________
2. To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants:
FOR AGAINST ABSTAIN
----- ------ -----
This proxy is solicited on behalf of the Board of Directors. This
proxy will be voted as specified or, where no direction is given, will
be voted FOR all nominees listed in Item 1 and FOR the proposal in
Items 2.
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED
ENVELOPE.
__________________________________ Dated___________, 2000
Please sign your name exactly as it appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give
your full title as it appears hereon. When signing as joint tenants,
all parties in the joint tenancy must sign. When a proxy is given by a
corporation, it should be signed by an authorized officer and the
corporate seal affixed.
