UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: SEPTEMBER 29, 2001
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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 or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
35 Crosby Drive, Bedford, Massachusetts 01730
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(Address of Principal Executive Offices, Including 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 December 7, 2001 was $166,348,970 based on
the price of the last reported sale on the Nasdaq National Market System on that
date.
As of December 7, 2001 there were 15,842,759 shares of the registrant's Common
Stock, $.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the registrant's annual meeting of stockholders to be filed
within 120 days of the end of its fiscal year ended September 29, 2001 (Part
III: Items 10, 11, 12 and 13).
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
(1) Financial Statements
Report of Independent Public Accountants
Consolidated Balance Sheets as of September 30, 2000
and September 29, 2001
Consolidated Statements of Operations for the years
ended September 25, 1999, September 30, 2000 and September 29, 2001
Consolidated Statements of Stockholders' Equity for the years ended
September 25, 1999, September 30, 2000 and September 29, 2001
Consolidated Statements of Cash Flows for the years ended September
25, 1999, September 30, 2000 and September 29, 2001
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
The following financial statement schedules are filed as part of this
report and should be read in conjunction with the consolidated
financial statements:
SCHEDULE
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Report of Independent Public Accountants on Schedule II,
Valuation and Qualifying Accounts
All other schedules have been omitted because they are not required or
because the required information is given in the Consolidated Financial
Statements or Notes thereto.
(3) Listing of Exhibits
Exhibit
Number Reference
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2.01 Securities Purchase Agreement dated April 28, 1999, as amended on June 3, 1999, by and among N-1
Hologic, Sterling Diagnostic Imaging, Inc., and SDI Investments, L.L.C.
2.02 Contract of Sale dated April 28, 1999, as amended on June 3, 1999, by and between Hologic and N-2
Glasgow Land Company, L.L.C.
2.03 Asset Purchase and Sale Agreement Among Trex Medical Systems Corporation, Trex Medical Corporation, P-2
ThermoTrex Corporation and Thermo Electron Corporation and Hologic, Inc. dated August 13, 2000
3.01 Certificate of Incorporation of Hologic A-3.01
3.02 Amendment to Certificate of Incorporation of Hologic G-3.03
3.03 By-laws of Hologic A-3.02
4.01 Specimen certificate for shares of Hologic's Common Stock B-1
Exhibit
Number Reference
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4.02 Description of capital stock (contained in the Certificate of Incorporation of Hologic, as amended, A-3.01; G-3.03
filed as Exhibits 3.01 and 3.02).
4.03 Rights Agreement dated December 22, 1992 C-1
4.04 Form of Rights Certificate C-2
4.05 Amendment No. 1 to Rights Agreement, dated as of December 13, 1995 I-4.01
4.06 Amendment No. 2 to Rights Agreement, dated as of December 9, 1996 I-4.02
4.07 Amendment No. 3 to Rights Agreement, dated as of April 25, 1999 M-4.03
10.01 1986 Combination Stock Option Plan, as amended E-10.07*
10.02 Amended and Restated 1990 Non-Employee Director Stock Option Plan F-10.08*
10.03 1995 Combination Stock Option Plan F-10.10*
10.04 Amended and Restated 1999 Equity Incentive Plan L-10*
10.05 2000 Acquisition Equity Incentive Plan T-10.05
10.06 Form of Indemnification Agreement for directors and certain officers of Hologic A-10.12*
10.07 Employment Agreement with an officer of Hologic D-10.22*
10.08 Severance Agreement with an officer of Hologic Q-10.08*
10.09 Severance Agreement with an officer of Hologic Q-10.09*
10.10 Severance Agreement with an officer of Hologic Q-10.11*
10.11 Severance Agreement with an officer of Hologic T-10.11*
10.12 Employment Letter to an officer of Hologic T-10.12*
10.13 Promissory Note to an officer of Hologic T-10.13*
10.14 Form of Officer Separation Agreement including list of officers to whom provided T-10.14*
10.15 License Agreement by and between Hologic and Vivid Technologies, Inc. A-10.18
10.16 Amendment No. 1 to the License Agreement by and between Hologic and Vivid Technologies, Inc. H-10.25
10.17 Termination Agreement to the License Agreement by and between Hologic and Vivid Technologies, Inc. Q-10.16
10.18 Secured Promissory Note S-10.23
10.19 Mortgage, Security Agreement and assignment of Leases and Rents (Danbury) S-10.24
10.20 Mortgage, Security Agreement and assignment of Leases and Rents (Bedford) S-10.25
10.21 Guaranty S-10.26
10.22 Supply Agreement S-10.27
10.23 Facility Lease (Littleton) R-10.89
10.24 Facility Lease (Danbury) R-10.14
10.25 Loan and Security Agreement T-10.25
10.26 Parent Pledge Agreement T-10.26
10.27 Guaranty and Security Agreement T-10.27
10.28 Mortgage and Security Agreement T-10.28
10.29 First Amendment to the Loan and Security Agreement T-10.29
21.01 Subsidiaries of the Company T-21.01
23.01 Consent of Arthur Andersen LLP T-23.01
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* Management compensation plan or arrangement
A We previously filed this exhibit on January 24, 1990 with the referenced
exhibit number as an exhibit to our Registration Statement on Form S-1
(Registration No. 33-33128), and the previously filed exhibit is
incorporated herein by reference.
B We previously filed this exhibit on January 31, 1990 with the referenced
exhibit number as an exhibit to our Registration Statement on Form 8-A, and
the previously filed exhibit is incorporated herein by reference.
C We previously filed this exhibit on January 29, 1993 with the referenced
exhibit number as an exhibit to our Registration Statement on Form 8-A, and
the previously filed exhibit is incorporated herein by reference.
D We previously filed this exhibit on December 22, 1993 with the referenced
exhibit number as an exhibit to our 1993 Annual Report on Form 10-K (SEC
File No. 000-18281) for the fiscal year ended September 25, 1993, and the
previously filed exhibit is incorporated herein by reference.
E We previously filed this exhibit on December 22, 1994 with the referenced
exhibit number as an exhibit to our 1994 Annual Report on Form 10-K (SEC
File No. 000-18281) for the fiscal year ended September 24, 1994, and the
previously filed exhibit is incorporated herein by reference.
F We previously filed this exhibit on December 26, 1995, with the referenced
exhibit number as an exhibit to our 1995 Annual Report on Form 10-K (SEC
File No. 000-18281) for the fiscal year ended September 30, 1995, and the
previously filed exhibit is incorporated herein by reference.
G We previously filed this exhibit on May 14, 1996, with the referenced
exhibit number as an exhibit to our 1996 Second Quarter Report on Form 10-Q
(SEC File No. 000-18281) for the quarter ended March 30, 1996, and the
previously filed exhibit is incorporated herein by reference.
H We previously filed this exhibit on December 27, 1996 with the referenced
exhibit number as an exhibit to our 1996 Annual Report on Form 10-K (SEC
File No. 000-18281) for the fiscal year ended September 28, 1996, and the
previously filed exhibit is incorporated herein by reference.
I We previously filed this exhibit on January 17, 1997 with the referenced
exhibit number as an exhibit to our Registration Statement on Form 8-A/A,
and the previously filed exhibit is incorporated herein by reference.
J We previously filed this exhibit on August 7, 1998 with the referenced
exhibit number as an exhibit to our 1998 Third Quarter Report on Form 10-Q
(SEC File No. 000-18281) for the quarter ended June 27, 1998, and the
previously filed exhibit is incorporated herein by reference.
K We previously filed this exhibit on December 23, 1998 with the referenced
exhibit number as an exhibit to our 1998 Annual Report on Form 10-K (SEC
File No. 000-18281) for the fiscal year ended September 26, 1998, and the
previously filed exhibit is incorporated herein by reference.
L We previously filed this exhibit on May 11, 1999 with the referenced
exhibit number as an exhibit to our 1999 Second Quarter Report on Form 10-Q
(SEC File No. 000-18281) for the quarter ended March 27, 1999, and the
previously filed exhibit is incorporated herein by reference.
M We previously filed this exhibit on May 20, 1999 with the referenced
exhibit number as an exhibit to our Registration Statement on Form 8-A/A,
and the previously filed exhibit is incorporated herein by reference.
N We previously filed this exhibit on June 18, 1999 with the referenced
exhibit number as an exhibit to our Current Report on Form 8-K (SEC File
No. 000-18281) dated as of June 3, 1999, and the previously filed exhibit
is incorporated herein by reference.
O We previously filed this exhibit on October 1, 1999 with the referenced
exhibit number as an exhibit to our Current Report on Form 8-K (SEC File
No. 000-18281) dated as of September 29, 1999, and the previously filed
exhibit is incorporated herein by reference.
P We previously filed this exhibit on October 2, 2000 with the referenced
exhibit number as an exhibit to our Current Report on Form 8-K (SEC File
No. 000-18281) dated as of September 15, 2000, and the previously filed
exhibit is incorporated herein by reference.
Q We previously filed this exhibit on December 23, 1999 with the referenced
exhibit number as an exhibit to our Annual Report on Form 10-K (SEC File
No. 000-18281) for the fiscal year ended September 25, 1999, and the
previously filed exhibit is incorporated by reference.
R Trex Medical Corporation previously filed this exhibit with the referenced
exhibit number as an exhibit to its Registration Statement on Form S-1
(Reg. No. 333-2926), and the previously filed exhibit is incorporated by
reference.
S We previously filed this exhibit on December 22, 2000 with the referenced
exhibit number as an exhibit to our Annual Report on Form 10-K (SEC File
No. 000-18281) for the fiscal year ended September 30, 2000, and the
previously filed exhibit is incorporated by reference.
T We previously filed this exhibit on December 12, 2001 with the referenced
exhibit number as an exhibit to our Annual Report on Form 10-K (SEC File
No. 000-18281) for the fiscal year ended September 29, 2001, and the
previously filed exhibit is incorporated by reference.
(b) Reports on Form 8-K.
The following Current Report on Form 8-K was filed by the registrant during
the last quarter of the period covered by this report:
Current Report on Form 8-K filed on August 2, 2001 regarding management
changes.
(d) Financial Statement Schedules:
The financial statement schedules required are included as part of Item (2)
above.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Hologic, Inc.
Dated: December 18, 2001 By: /s/ Glenn P. Muir
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Glenn P. Muir, Executive Vice
President and Chief Financial Officer