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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) August 13, 2000
HOLOGIC, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-18281 04-2902449
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(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
35 Crosby Drive, Bedford, Massachusetts 01730
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(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 999-7300
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(Former Name or Former Address, If Changed Since Last Report) NA
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ITEM 5. OTHER EVENTS
On August 13, 2000, the Registrant signed a definitive Asset Purchase and
Sale Agreement (the "Purchase Agreement") to acquire the U.S. business assets of
Trex Medical Systems Corporation ("Trex Medical") in exchange for $30 million in
cash and a note in the amount of $25 million with a term of three (3) years.
The note would be secured by a mortgage on the Registrant's principal office in
Bedford, Massachusetts as well as the research, development and manufacturing
facility in Danbury, Connecticut which is to be acquired from Trex Medical.
Trex Medical manufactures X-ray mammography systems used for the detection
and diagnosis of breast cancer. Completion of the sale is expected to take
place in mid to late September, subject to regulatory approvals and customary
closing conditions. Pending receipt of these approvals and satisfaction of the
closing conditions, the Registrant cannot guarantee that it will complete this
purchase on schedule, if at all.
If the sale is completed, 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, specialized medical X-ray imaging equipment for
cardiac catheterization laboratories, digital radiographic/fluoroscopic (R/F)
systems, electrophysiology products and general radiography products. The
Registrant intends to take over approximately 550 employees at Trex Medical's
current 62,500 square foot research and development, manufacturing and
administrative site in Danbury, Connecticut and Trex Medical's 156,000 square
foot leased facility in Littleton, Massachusetts. Under the Purchase Agreement,
the Registrant would acquire approximately 49 issued U.S. and foreign patents.
The terms of this transaction were as a result of arm's length negotiations
between representatives of the Registrant and Trex Medical. Prior to the
execution of the Purchase Agreement, 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.
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SIGNATURE
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: August 28, 2000 HOLOGIC, INC.
By: /s/ Glenn Muir
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Glenn P. Muir,
Chief Financial Officer
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