Delaware
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04-2902449
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
(do not check if smaller reporting company)
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Smaller reporting company
¨
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee (2)
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Common Stock
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3,000,000
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$ 37.50
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$ 112,500,000
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$ 11,329
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(1)
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Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock issuable under the Hologic, Inc. 2012 Employee Stock Purchase Plan, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number outstanding shares of the Registrant’s Common Stock.
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(2)
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This estimate is made pursuant to Rule 457(h) and Rule 457(c) under the Securities Act solely for the purpose of determining the registration fee. The above calculation is based on the offering of 3,000,000 shares of Common Stock at a purchase price of $37.50 per share, which is the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Market on April 22, 2016, which were $37.70 and $37.29, respectively.
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE
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(a)
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The Registrant’s Annual Report on Form 10-K for the year ended September 26, 2015, filed with the SEC on November 19, 2015;
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(b)
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 26, 2015, filed with the SEC on January 27, 2016;
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(c)
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2016, filed with the SEC on April 27, 2016;
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(c)
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The Registrant’s Current Reports on Form 8-K filed on March 4, 2016; December 16, 2015; November 6, 2015; and October 14, 2015; and
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(e)
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The description of the Registrant’s Common Stock contained in the registration statement on Form 8-A, filed with the SEC on January 31, 1990.
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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•
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for any breach of the director’s duty of loyalty to the Registrant or its stockholders;
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•
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for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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•
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under section 174 of the DGCL regarding unlawful dividends and stock purchases; or
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•
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for any transaction from which the director derived an improper personal benefit.
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ITEM 8.
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EXHIBITS
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4.1
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Certificate of Incorporation (incorporated by reference from the Registrant’s Registration Statement on Form S-1, filed on January 24, 1990).
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4.2
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Amendment to Certificate of Incorporation (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q, for the period ended March 30, 1996).
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4.3
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Certificate of Amendment to Certificate of Incorporation (incorporated by reference from the Registrant’s Annual Report on Form 10-K, for the period ended September 24, 2005).
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4.4
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Certificate of Amendment to Certificate of Incorporation (incorporated by reference from the Registrant’s Current Report on Form 8-K, filed on October 22, 2007).
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4.5
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Certificate of Amendment to Certificate of Incorporation (incorporated by reference from the Registrant’s Current Report on Form 8-K, filed on March 11, 2008).
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4.6
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Fifth Amended and Restated Bylaws (incorporated by reference from the Registrant’s Current Report on Form 8-K, filed on March 4, 2016).
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4.7
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Hologic, Inc. 2012 Employee Stock Purchase Plan, as amended (incorporated by reference from the Registrant’s Current Report on Form 8-K, filed on March 4, 2016).
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5.1
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Opinion of John M. Griffin, General Counsel to the Registrant, as to legality of the securities being registered.
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23.1
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Consent of Ernst & Young LLP, independent registered public accounting firm.
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23.2
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Consent of John M. Griffin, General Counsel to the Registrant
(contained in the opinion filed as Exhibit 5.1 to this Registration Statement).
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24.1
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Power of Attorney (included on the signature pages to this Registration Statement).
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ITEM 9.
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UNDERTAKINGS
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HOLOGIC, INC.
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By:
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/s/ John M. Griffin
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John M. Griffin
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General Counsel
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Signature
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Title
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/s/ Stephen P. MacMillan
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Chairman, President and Chief Executive Officer
(Principal Executive Officer)
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Stephen P. MacMillan
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/s/ Robert W. McMahon
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Chief Financial Officer
(Principal Financial Officer)
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Robert W. McMahon
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/s/ Karleen M. Oberton
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Corporate Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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Karleen M. Oberton
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/s/ Christopher J. Coughlin
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Director
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Christopher J. Coughlin
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/s/ Sally W. Crawford
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Director
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Sally W. Crawford
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/s/ Scott T. Garrett
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Director
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Scott T. Garrett
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/s/ Nancy L. Leaming
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Director
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Nancy L. Leaming
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/s/ Lawrence M. Levy
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Director
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Lawrence M. Levy
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/s/ Christiana Stamoulis
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Director
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Christiana Stamoulis
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/s/ Elaine S. Ullian
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Director
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Elaine S. Ullian
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Exhibit No.
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Exhibit Name
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4.1
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Certificate of Incorporation (incorporated by reference from the Registrant’s Registration Statement on Form S-1, filed on January 24, 1990).
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4.2
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Amendment to Certificate of Incorporation (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q, for the period ended March 30, 1996).
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4.3
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Certificate of Amendment to Certificate of Incorporation (incorporated by reference from the Registrant’s Annual Report on Form 10-K, for the period ended September 24, 2005).
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4.4
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Certificate of Amendment to Certificate of Incorporation (incorporated by reference from the Registrant’s Current Report on Form 8-K, filed on October 22, 2007).
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4.5
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Certificate of Amendment to Certificate of Incorporation (incorporated by reference from the Registrant’s Current Report on Form 8-K, filed on March 11, 2008).
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4.6
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Fifth Amended and Restated Bylaws (incorporated by reference from the Registrant’s Current Report on Form 8-K, filed on March 4, 2016).
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4,7
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Hologic, Inc. 2012 Employee Stock Purchase Plan, as amended (incorporated by reference from the Registrant’s Current Report on Form 8-K, filed on March 4, 2016).
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5.1
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Opinion of John M. Griffin, General Counsel to the Registrant, as to legality of the securities being registered.
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23.1
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Consent of Ernst & Young LLP, independent registered public accounting firm.
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23.2
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Consent of John M. Griffin, General Counsel to the Registrant
(contained in the opinion filed as Exhibit 5.1 to this Registration Statement).
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24.1
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Power of Attorney (included on the signature pages to this Registration Statement).
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