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UNITED STATES
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): December 10, 2009
Gen-Probe Incorporated
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-31279 |
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33-0044608 |
(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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10210 Genetic Center Drive |
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San Diego, CA |
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92121 |
(Address of Principal Executive Offices)
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(Zip Code) |
(858) 410-8000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01 Other Events.
On December 10, 2009, the Board of Directors (the Board) of Gen-Probe Incorporated (the
Company) approved the amendment and restatement of the Companys Corporate Governance Guidelines
(the Governance Guidelines), effective immediately, to require that the annual Board assessments
include an evaluation of and by each director of the Board. Previously the evaluation only applied
to directors who were subject to re-nomination in connection with the Companys next annual meeting
of stockholders.
The preceding summary is qualified in its entirety by reference to the full text of the
Governance Guidelines, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is filed with this Current Report on Form 8-K:
99.1 Gen-Probe Incorporated Corporate Governance Guidelines
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.
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Date: December 15, 2009 |
GEN-PROBE INCORPORATED
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By: |
/s/ R. William Bowen
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R. William Bowen |
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Senior Vice President, General Counsel and
Corporate Secretary |
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EXHIBITS
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Exhibit |
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Number |
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Description |
99.1
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Gen-Probe Incorporated Corporate Governance Guidelines |