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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: September 25, 1999
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or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 0-18281
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Hologic, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-2902449
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(State of incorporation) (I.R.S. Employer Identification No.)
35 Crosby Drive, Bedford, Massachusetts 01730
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(Address of principal executive offices) (Zip Code)
(781) 999-7300
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Rights to purchase Common Stock
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
10-K. X
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The aggregate market value of the registrant's Common Stock held by non-
affiliates of the registrant as of November 30, 1999 was $82,250,878 based on
the price of the last reported sale on the Nasdaq National Market System on that
date.
As of December 16, 1999 there were 15,302,799 shares of the registrant's Common
Stock, $.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Part III, Item 11, "Executive Compensation", of our Annual Report on Form 10-K
for the fiscal year ended September 25, 1999, is hereby amended and restated as
follows:
Item 11. Executive Compensation.
Summary Compensation Table
The following table sets forth information concerning the compensation
during the last three fiscal years of our Chief Executive Officer and our four
other most highly compensated executive officers whose annual salary and bonus
exceeded $100,000 for services in all capacities to us during the last fiscal
year (the "named executive officers").
<TABLE>
<CAPTION>
Long-Term Compensation
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Name and Fiscal Annual Compensation Restricted Stock Securities Underlying All Other
Principal Position Year Salary ($) 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 1997 $181,440 $ 25,000 --- 15,000 $3,325
Officer
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>
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(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. We may
repurchase the underlying shares 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 $24,391. Dividends, if any, paid
to holders of the our common stock would also be paid to holders of restricted
shares.
(2) The amounts reported in this column consist of our matching contribution
under our 401(k) Profit-Sharing Plan.
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Stock Option Grants in Last Fiscal Year
The following table sets forth the stock options granted to our named
executive officers during the fiscal year ended September 25, 1999.
<TABLE>
<CAPTION>
Potential Realizable Value
Individual Grants at Assumed Annual Rates
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Number of % of Total of Stock Price Appreciation
Securities Options Granted Exercise for Option Term (3)
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Underlying Options to Employees Price Expiration
Name Granted (#) (1) in Fiscal Year ($/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 $209,179
</TABLE>
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(1) Options vest at the rate of 20% per year, beginning in 1998. The options
were granted under our 1995 Combination Stock Option Plan.
(2) The exercise price is equal to the fair market value of the stock on the
date of grant.
(3) The 5% and 10% assumed rates of annual compounded stock price appreciation
are set forth in the rules of the SEC and do not represent our estimate or
projection of future common stock prices.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table sets forth certain information regarding the exercise
of stock options during the fiscal year ended September 25, 1999 and the fiscal
year-end value of unexercised options for our named executive officers.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options at
Shares Acquired Value at Fiscal Year-End (#) Fiscal Year-End ($)(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>
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(1) Based upon the $ 4.125 closing market price of our common stock as
reported on the Nasdaq National Market on September 25, 1999 minus the
respective option exercise price.
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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 our 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 us. 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 our 1999 Equity Incentive Plan (the "1999 Plan"). The 1999
Plan provides that, unless otherwise determined by the Board of Directors, each
of our directors who is not also one of our employees 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, as of the date
of our 1999 Annual Meeting. 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 of
our directors who is not also one of our employees 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.
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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 our executive
officers in fiscal 1999.
Severance Agreements
Severance agreements are in effect with 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 Hologic. 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 Hologic and the
termination is by Hologic (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 us 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 us.
Compensation Committee Interlocks and Insider Participation
Decisions regarding executive compensation are made by the Compensation
Committee of our Board of Directors, which is composed of Irwin Jacobs, William
A. Peck, Gerald Segel and Elaine Ullian. The Compensation Committee also
administers our 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 Hologic or any of
our subsidiaries. Glenn P. Muir, our Vice President of Finance and Treasurer,
served on the Board of Directors and the Compensation Committee of Vivid
Technologies, Inc. during fiscal 1999. S. David Ellenbogen, our Chairman of the
Board and Chief Executive Officer, and Jay A. Stein, our Senior Vice President
and Chief Technical Officer and one of our directors, were executive officers of
Vivid Technologies during fiscal 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment to Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.
HOLOGIC, INC.
By: /s/ Glenn P. Muir
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GLENN P. MUIR
Vice President, Finance and
Principal Financial and Accounting Officer
Dated: February 3, 2000
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