As filed with the Securities and Exchange Commission on April 12, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
HOLOGIC, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2902449
- ------------------------------- --------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
35 Crosby Drive, Bedford, Massachusetts 01730-1401
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(Address of Principal Executive Offices) (Zip Code)
Hologic, Inc. 1997 Employee Equity Incentive Plan
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(Full Title of the Plan)
S. David Ellenbogen, Chairman
Hologic, Inc.
35 Crosby Drive, Bedford, Massachusetts 01730-1401
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(Name and Address of Agent For Service)
(781) 999-7300
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(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Lawrence M. Levy, Esquire
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, Massachusetts 02111
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================
Title of each Proposed Proposed
class of securities Amount to maximum maximum Amount of
to be registered be registered offering price aggregate registration
(1) per share offering price fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 500,000 shares $6.5625 (3) $3,281,250 $866.25
par value (2)
Rights to Purchase 500,000 rights --- --- ---
Common Stock (4)
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</TABLE>
(1) Such presently indeterminable number of additional shares of
Common Stock and Rights are also registered hereunder as may
be issued in the event of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock
split or other similar change in Common Stock.
(2) To be issued pursuant to the Registrant's 1997 Employee
Equity Incentive Plan.
(3) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, on the basis of the
average of the high and low prices for the Registrant's
Common Stock on April 11, 2000, as reported by the Nasdaq
Stock Market.
(4) Pursuant to a Rights Agreement entered into in 1992, as
amended, one right (each a "Right") is deemed to be
delivered with each share of Common Stock issued by the
Registrant. The Rights currently are not separately
transferable apart from the Common Stock, and they are not
exercisable until the occurrence of certain events.
Accordingly, no independent value has been attributed to the
Rights.
This Registration Statement relates to the registration of
additional securities of the same class as other securities for
which registration statements are effective relating to the
Registrant's 1997 Employee Equity Incentive Plan. Pursuant to
General Instruction E of Form S-8, this Registration Statement
also incorporates by reference Registration Statement No. 333-
34003 on Form S-8 and Registration Statement No. 333-79167 on
Form S-8, relating to an aggregate of 600,000 shares issuable
under the Registrant's 1997 Employee Equity Incentive Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registrant's Registration Statement on
Form S-8 (File No. 333-34003), filed with the Securities and
Exchange Commission on August 20, 1997 and the registrant's
Registration Statement on Form S-8 (File No. 333-79167), filed
with the Securities and Exchange Commission on May 24, 1999, are
incorporated by reference herein.
Item 8. Exhibits.
- ------- ---------
Exhibit
Number
- -------
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in
their legal opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of this
Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Town of Bedford, Commonwealth of Massachusetts, on the 12th
day of April, 2000.
HOLOGIC, INC.
By: /s/ S. David Ellenbogen
---------------------------
S. David Ellenbogen
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints S. David
Ellenbogen and Jay A. Stein and each of them (with full power to
each of them to act alone), his true and lawful attorneys-in-
fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or
their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
- ---------- ------ -----
/s/ S. David Ellenbogen Director and Principal April 12, 2000
- ----------------------- Executive Officer
S. David Ellenbogen
/s/ Jay A. Stein Director April 12, 2000
- ----------------------
Jay A. Stein
/s/ Steve L. Nakashige Director April 12, 2000
- ----------------------
Steve L. Nakashige
/s/ Glenn P. Muir Chief Financial Officer April 12, 2000
- ---------------------- and Principal Accounting
Glenn P. Muir Officer
/s/ Irwin Jacobs Director April 12, 2000
- ----------------------
Irwin Jacobs
/s/ William A. Peck Director April 12, 2000
- ----------------------
William A. Peck
/s/ Gerald Segel Director April 12, 2000
- ----------------------
Gerald Segel
/s/ Elaine Ullian Director April 12, 2000
- ----------------------
Elaine Ullian
INDEX TO EXHIBITS
Exhibit Sequential
Number Page Number
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included
in their legal opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of
this Registration Statement).
Exhibit 5
April 12, 2000
Hologic, Inc.
35 Crosby Drive
Bedford, MA 01730-1401
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We are general counsel to Hologic, Inc., a Delaware
corporation (the "Company"). We have been asked to deliver this
opinion in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), of a Registration Statement on Form
S-8 (the "Registration Statement") relating to (i) 500,000 shares
of the Company's Common Stock, $.01 par value (the "Shares")
which may be issued pursuant to options granted under the
Company's 1997 Employee Equity Incentive Plan (the "1997 Plan");
and (ii) 500,000 Rights (as defined below) that may be issued in
connection with the issuance of the Shares pursuant to options
granted under the 1997 Plan. The Rights are issuable pursuant to
that certain Rights Agreement, dated as of December 22, 1992, as
amended by Amendment No. 1, dated December 14, 1995, Amendment
No. 2, dated as of December 9, 1996, and Amendment No. 3, dated
as of April 25, 1999 (together, the "Rights Agreement"),
providing, in effect, for the delivery of a right (a "Right"),
along with each share of Common Stock issued by the Company.
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise
identified to our satisfaction, of the following documents
(collectively, the "Documents"):
1. a copy of the Certificate of Incorporation of the Company as
in effect on the date hereof;
2. a copy of the Bylaws of the Company as in effect on the date
hereof;
3. the corporate records of the Company relating to the
proceedings of stockholders and directors of the Company;
4. the 1997 Plan;
5. the Rights Agreement; and
6. the Registration Statement.
In giving our opinion, we have relied as to matters of fact
upon certificates of officers of the Company. For purposes of
this opinion we have assumed without any investigation (1) the
legal capacity of each natural person and (2) the genuineness of
each signature, the completeness of each document submitted to us
as an original and the conformity with the original of each
document submitted to us as a copy.
Our opinion hereafter expressed is based solely upon (1) our
review of the Documents, (2) discussions with certain officers of
the Company with respect to the Documents, (3) discussions with
those of our attorneys who have devoted substantive attention to
the matters contained herein and (4) such review of published
sources of law as we have deemed necessary.
Based upon and subject to the foregoing, we are of the
opinion that:
(1) the Shares have been duly authorized and, when
issued in accordance with the terms of the 1997 Plan,
will be validly issued, fully paid and nonassessable; and
(2) the Rights have been duly authorized and, when
issued in accordance with the terms of the Rights
Agreement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the reference to our firm
wherever it appears in the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: Brown, Rudnick, Freed &
Gesmer, Ltd., a partner
By: /s/ Jayne M. Donegan
-----------------------
Jayne M. Donegan, a Member
hereunto duly authorized
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated November 5, 1999 included in Hologic, Inc.'s Form
10-K for the year ended September 25, 1999, and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 10, 2000
