SC TO-C

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

THIRD WAVE TECHNOLOGIES, INC.

(Name of Subject Company (Issuer))

HOLOGIC, INC.

THUNDER TECH CORP.

(Name of Filing Persons (Offerors))

Common Stock, par value $0.001 per share

(Titles of Classes of Securities)

88428W108

(CUSIP Number of Class of Securities)

John W. Cumming

Chairman and Chief Executive Officer

Hologic, Inc.

35 Crosby Drive, Bedford, MA 01730-1401

Tel: (781) 999-7300

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of the filing person)

Copies to:

Philip J. Flink, Esquire

Brown Rudnick Berlack Israels LLP

One Financial Center

Boston, Massachusetts 02111

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
N/A	N/A

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A

Form or Registration No.: N/A

Filing Party: N/A

Date Filed: N/A

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding common stock of Third Wave Technologies, Inc. (“Third Wave”) by Thunder Tech Corp. (the “Purchaser”), a direct wholly-owned subsidiary of Hologic, Inc. (“Hologic”). Attached as Exhibit 99.1 is a presentation made available to investors and stockholders on June 10, 2008.

This description contained herein is neither an offer to purchase nor solicitation of an offer to sell securities. The tender offer for the outstanding shares of Third Wave’s common stock described herein has not commenced. At the time the Offer is commenced, Hologic and Thunder Tech Corp. (a wholly owned subsidiary of Hologic) will file with the Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO containing an offer to purchase, the form of the letter of transmittal and other documents relating to the tender offer, and Third Wave will file with the SEC a solicitation/recommendation statement on Schedule 14D-9, with respect to the Offer. Hologic, Thunder Tech Corp. and Third Wave intend to mail these documents to the stockholders of Third Wave. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information about the tender offer, including the terms and conditions of the offer and stockholders of Third Wave are urged to read them carefully when they become available before they make a decision with respect to the Offer. Stockholders of Third Wave will be able to obtain a free copy of these documents (when they become available) at http://www.hologic.com and the website maintained by the SEC at http://www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) by contacting Hologic or Third Wave.

Exhibit Index

Exhibit	Description
99.1	Presentation dated June 10, 2008

EX-99.1

Goldman Sachs Twenty-Ninth

Annual Global Healthcare Conference

Glenn Muir

Executive Vice President & CFO

Howard Doran

President, Diagnostics Group

June 10, 2008

Exhibit 99.1

Forward-Looking Statements

This presentation contains forward-looking information that involves risks

and uncertainties, including statements regarding the Company’s plans,

objectives, expectations and intentions. These forward-looking

statements are based upon assumptions made by the Company as

of the date hereof and are subject to known and unknown risks and

uncertainties that could cause actual results to differ materially from

those anticipated. Factors that could adversely affect the Company’s

business and prospects are described in the Company’s filings

with the Securities and Exchange Commission. Hologic expressly

disclaims any obligation or undertaking to release publicly any updates or

revisions to any such statements to reflect any change in the Company’s

expectations or any change in events, conditions or circumstances on

which any such statement is based.

Information Concerning Forward-Looking Statements

Information set forth in this communication contains forward-looking statements, which involve a number of risks and uncertainties.

Such forward-looking statements include, but are not limited to, statements about the timing of the completion of the transaction,

the anticipated benefits of the acquisition of Third Wave by Hologic, including future financial and operating results, the expected

permanent financing for the transaction, Hologic’s and Third Wave’s plans, objectives, expectations and intentions and other

statements that

are

not

historical

facts.

Hologic

and

Third

Wave

caution

readers

that

any

forward-looking

information

is

not

a

guarantee of future performance and actual results could differ materially from those contained in the forward-looking information.

Risks and uncertainties include, among others: the ability of the parties to obtain regulatory approvals of the transaction on the

proposed terms and schedule; the parties may be unable to complete the transaction because conditions to the closing of the

transaction may not be satisfied; the risk that the businesses will not be integrated successfully; the transaction may involve

unexpected costs or unexpected liabilities; the risk that the cost savings and any other synergies from the transaction may not be

fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain

relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and

revenues; the risk of Third Wave’s products not obtaining regulatory approval or significant delays in obtaining such approval; the

need to develop new products and adapt to significant technological change; implementation of strategies for improving internal

growth; use and protection of intellectual property; dependence on customers’

capital spending policies and government funding

policies, including third-party reimbursement; realization of potential future savings from new productivity initiatives; general

worldwide economic conditions and related uncertainties; future legislative, regulatory, or tax changes as well as other economic,

business and/or competitive factors; and the effect of exchange rate fluctuations on international operations. In addition, the

transaction will require Hologic to increase the financing available to it under its existing credit agreement with Goldman Sachs

Credit Partners L.P. While Hologic has obtained a commitment for

such increased financing, Hologic’s liquidity and results of

operations could be materially adversely affected if such financing is not available on favorable terms. Moreover, the substantial

leverage resulting from such financing will subject Hologic’s business to additional risks and uncertainties. The risks included above

are not exhaustive. The annual reports on Form 10-K, the quarterly reports on Form 10-Q, current reports on Form 8-K and other

documents Hologic and Third Wave have filed with the SEC contain

additional factors that could impact Hologic’s business and

financial performance. Hologic and Third Wave expressly disclaim

any obligation or undertaking to release publicly any updates or

revisions to any such statements to reflect any change in the parties expectations or any change in events, conditions or

circumstances on which any such statement is based.

Important Information for Investors and Stockholders

This description contained herein is neither an offer to purchase nor solicitation of

an offer to sell securities. The tender offer for the outstanding shares of Third

Wave’s common stock described herein has not commenced. At the time the

Offer is commenced, Hologic and Thunder Tech Corp. (a wholly owned

subsidiary of Hologic) will file with the Securities and Exchange Commission (the

“SEC”) a tender offer statement on Schedule TO containing an offer to

purchase,

the form of the letter of transmittal and other documents relating to the tender

offer, and Third Wave will file with the SEC a solicitation/recommendation

statement on Schedule 14D-9, with respect to the Offer. Hologic, Thunder Tech

Corp. and Third Wave intend to mail these documents to the stockholders of

Third Wave. The tender offer statement (including an offer to purchase, a related

letter of transmittal and other offer documents) and the

solicitation/recommendation statement will contain important information about

the tender offer, including the terms and conditions of the offer and stockholders

of Third Wave are urged to read them carefully when they become available

before they make a decision with respect to the Offer. Stockholders of Third

Wave will

be

able

to

obtain

a

free

copy

of

these

documents

(when

they

become

available) at

http://www.hologic.com

and

the

website

maintained

by

the

SEC

at

http://www.sec.gov. In addition, stockholders will be able to obtain a free copy of

these documents (when they become available) by contacting Hologic or Third

Wave.

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally

accepted accounting principles (GAAP), we use the non-GAAP financial measures

"adjusted EPS" and “EBITDA”. Adjusted EPS excludes the write-off and

amortization of acquisition-related intangible assets, and tax provisions/benefits

related thereto.  EBITDA is defined as net earnings (loss) before interest, taxes,

depreciation and

amortization

expense.

Neither

adjusted

EPS

nor

EBITDA

is

a

measure of operating performance under GAAP.  We believe that the use of these

non-GAAP measures helps investors to gain a better understanding of our core

operating results and future prospects, consistent with how management

measures and forecasts our performance, especially when comparing such results

to previous periods or forecasts.  When analyzing our operating performance,

investors should not consider these non-GAAP measures as a substitute for net

income prepared in accordance with GAAP.

World’s Largest Pure Play in Women’s Healthcare

•

Our mission:

To be the gold standard of

care in the markets we serve

•

Nine Hologic products with #1 share in

major women’s healthcare markets:

•

Breast cancer

•

Cervical cancer

•

Abnormal uterine bleeding

•

Osteoporosis

•

Pre-term labor

•

Permanent contraception

•

Focused on earlier detection, improved

diagnosis and less

invasive therapy

FY 2008 Revenue Forecast: $1.7 Billion

Breast Health

52%

Diagnostics

28%

Gyn

Surgical

13%

Skeletal Health

7%

Targeting Key Segments in

U.S. Women’s Healthcare Market

Market Drivers:

•

Aging population

•

Global economic growth

•

Advanced screening improves

outcomes

•

Push for less invasive, less

costly therapies

Total Market 2007: $2.75 Billion (16% CAGR)

Hologic Covered Market:

$2.13 billion

Breast Health

$906 million (20% CAGR*)

Cervical Cancer

$592 million (17% CAGR)

Gynecological Health

$392 million (25% CAGR)

Incontinence

$340 million (9% CAGR)

Aesthetics

$282 million (15% CAGR)

Pre-natal Health

$141 million (17% CAGR)

Osteoporosis

$110 million (0% CAGR)

* CAGRs

represent historical market growth from 2003-2006

Defining the Standard of Care in Women’s Health

•

Technology –

R&D leadership and Innovation products

•

293 patents issued,184 pending

•

Distribution –

largest dedicated sales/service force in U.S.

•

> 20 years

•

440 sales / 250 service team in U.S.

•

Expansion –

Going Global, Leverage Distribution, Cross-Sell

Best-In-Class Products

•

Screening

•

Diagnosis

•

Therapy

Early Detection…

Saves Lives

ThinPrep

Pap Test

Cervical Cancer

Screening

ThinPrep

Imaging

System

Cervical Cancer

Screening

FullTerm

-

Adeza

Preterm Labor

NovaSure

Endometrial Ablation

Adiana

Contraception

MammoSite

Radiation Therapy

Discovery

Osteoporosis

Screening

Suros

Biopsy Systems

MultiCare

Stereotactic Biopsy

Selenia

Breast Cancer

Screening

Comprehensive Women’s Health Platform

Transaction Overview

$600 million term loan under existing secured credit

facility

Financing:

100% cash in two-step cash merger through tender

offer

Transaction

Structure:

Fourth Quarter of Fiscal 2008

Timing to Close:

Customary closing conditions, including HSR

Customary

Approvals:

$11.25 for each Third Wave share for approximate

total consideration of $580 million in cash

Purchase

Consideration:

Third Wave –

June 9, 2008 Announcement

Acquisition of Third Wave Technologies

•

Platform for entry into the U.S. Molecular Diagnostics Market ($2.1B)

and growing rapidly

•

Access to the U.S. HPV Testing Market ($200M)

•

Utilizes Hologic’s existing Laboratory & GYN sales force calling on

the same customer base

•

Promising Technology and Strong Product Differentiators

•

Clinical data supports test results are better

•

Improved lab productivity

•

Entry to Sizeable OUS Market Opportunity which will provide

revenue growth opportunity for many years

Strategic Rationale

Human Papillomavirus (HPV) Testing

•

Cervical Cancer is caused by HPV infections

•

Most infections are cleared by the immune system

•

Persistent HPV infections can lead to cervical cancer

•

HPV Testing and Pap Testing are Complementary

•

Pap tests detect presence of disease

•

Clinical guidelines recommend HPV for:

•

Triaging ambiguous Pap test results

•

HPV with Pap, for women over 30, to identify women at-risk for

developing cancer

•

Adoption of HPV with pap testing for women over 30 will expand the

HPV market

•

Large and Growing Potential Market

•

$400M U.S.,  50% penetrated

•

$400M OUS, 10% penetrated

A Complementary Growth Driver

Roadmap to the Future …

Tomosynthesis 3D

Mammography

Image Fusion w/3D

Functional Imaging

NexGen

Biopsy Guidance

More Comfort, Better

Accuracy

Eviva

Hand Piece

Improved

Geometry, Broader

Utilization

Mammosite

II

Better Dosimetry,

Expanded Patient

Base

FA Percutaneous

Extraction Device

FullTerm to

“AT RISK”

T5000, Better Thru

Put, Improved

Reliability

Integrated Imager,

Improved WF,

Lower Cost

Adiana To Market

SuperNova,

Better Comfort,

Ease of Use,

Reliability

Adiana II,

Improved

Efficiency,

Ease of Use

AAC, Expanded

Market

Body Composition

Fracture Risk,

Improved

Predictability

Breast Health

Diagnostic

GYN Surgical

Skeletal Health

HPV Testing