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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) September 15, 2000
HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-18281 04-2902449
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
35 Crosby Drive, Bedford, Massachusetts 01730
(address of principal executive offices) (Zip Code)
(781) 999-7300
Registrant's telephone number, including area code
N/A
(Former Name or Former Address, If Changed Since Last Report)
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ITEM 2. ACQUISITION OF ASSETS
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On September 15, 2000, the Registrant acquired substantially all of the
U.S. business assets of Trex Medical Systems Corporation ("Trex Medical") in
exchange for $30 million in cash and an 11.5% note in the amount of $25 million
with accrued interest first payable on September 13, 2001 and semi-annually
thereafter. The Registrant funded the cash portion of the purchase price from
its working capital. The note has term of three (3) years with a maturity date
of September 13, 2003. The note is secured by a mortgage on the Registrant's
principal office in Bedford, Massachusetts as well as the facility in Danbury,
Connecticut which was acquired from Trex Medical in connection with the
acquisition. The purchase price is subject to adjustment based upon the working
capital of the business as of the closing date. The Registrant also acquired 49
issued U.S. and foreign patents in connection with the acquisition. The
Registrant intends to use the purchase method to account for this acquisition.
Trex Medical manufactured X-ray mammography systems used for the detection
and diagnosis of breast cancer and other general-purpose and specialized medical
X-ray equipment. The Registrant intends to continue the business activities of
Trex Medical in the areas of mobile X-ray systems, X-ray systems for non-
destructive testing, digital radiographic/fluoroscopic (R/F) systems,
electrophysiology products and general radiography products. The Registrant
intends to wind down the cardiac catheterization laboratories purchased in
connection with the Trex Medical business and continue those operations only to
the extent necessary to service and support the product in the field. The
Registrant acquired approximately 550 employees at Trex Medical's owned 62,500
square foot and leased 60,000 square foot research and development,
manufacturing and administrative facilities in Danbury, Connecticut and Trex
Medical's 156,000 square foot leased facility in Littleton, Massachusetts.
The terms of the asset purchase are more fully described in that certain
Asset Purchase and Sale Agreement by and among the Registrant, Trex Medical,
Trex Medical Corporation, Thermotrex Corporation, and Thermo Electron
Corporation dated August 13, 2000, as amended on September 15, 2000 (the
"Purchase Agreement"), a copy of which is attached hereto. The terms of this
transaction were the result of arm's length negotiations between representatives
of the Registrant and Trex Medical. Prior to the consummation of the transaction
there was no material relationship between the Registrant, and its affiliates,
on the one hand, and Trex Medical, and its affiliates, on the other hand.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired. Filed herewith.
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(1) Audited Combined Financial Statements for the Medical
Imaging Business of Trex Medical Corporation.
(2) Unaudited Pro Forma Combined Condensed Financial
Statements.
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(b) Exhibits.
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2.1 Asset Purchase and Sale Agreement dated August 13, 2000, by
and between the Registrant, Trex Medical Systems
Corporation, Trex Medical Corporation, Thermotrex
Corporation and Thermo Electron Corporation, as amended on
September 15, 2000 (Incorporated herein by reference to the
Current Report on Form 8-K of the Registrant filed on
October 2, 2000).
23.1 Consent of Independent Public Accountants (Filed herewith).
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 27, 2000 HOLOGIC, INC.
By: /s/ Glenn P. Muir
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Glenn P. Muir,
Chief Financial Officer
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Exhibit Table
(a) Financial Statements of Business Acquired. Filed herewith.
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(1) Audited Combined Financial Statements for the Medical Imaging
Business of Trex Medical Corporation.
(2) Unaudited Pro Forma Combined Condensed Financial Statements
(b) Exhibits.
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2.1 Asset Purchase and Sale Agreement dated August 13, 2000,
by and between the Registrant, Trex Medical Systems
Corporation, Trex Medical Corporation, Thermotrex
Corporation and Thermo Electron Corporation, as amended
on September 15, 2000 (Incorporated herein by reference
to the Current Report on Form 8-K of the Registrant
filed on October 2, 2000).
23.1 Consent of Independent Public Accountants (Filed
herewith).
