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 11, 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 11, 2008

EX-99.1

Needham Seventh Annual

Medical Technology Conference

Robert Cascella

President & COO

June 11, 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

•

Distribution –

largest dedicated sales/service force in U.S.

•

> 20 years

•

440 sales / 250 service team in U.S.

•

Technology –

R&D leadership and Innovation products

•

293 patents issued,184 pending

•

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

Best-in-Class Products –

Breast Health 

(52% of Revenues)

•

U.S. Market Share Leader

•

Historically a Replacement Market (7-10 years)

•

Growth Drivers

•

Aging population, earlier testing,

increased awareness and improved

compliance

•

Shift from analog to digital imaging –

mammography last to go digital

•

Hologic Breast Health

Product Coverage

•

Mammography

•

Biopsy systems

•

Radiation therapy

04

05

06

07

$129.6

$201.2

Fiscal Year

Breast Health Segment Revenue

FY 2004 -

2008: $ in Millions

08*

$381.9

$676.2

$880.0

* Guidance for fiscal year ending September 27, 2008

World Leader in Tomosynthesis*

Next frontier for digital mammography

•

3D visualization of breast tissue –

multiple views

•

Helps solve tissue overlap problems

•

Improved detection

and lower recall rates

* Works-in-Progress

Normal

Mammogram

Tomosynthesis Slices

Bringing together two great companies

that share a common mission:

To help save women’s lives

June 9, 2008

Transaction Overview

For the Acquisition of Third Wave

$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:

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

Molecular Diagnostic Platform Potential

HIV/HCV

$600M

Blood

Banking

$520M

Genetics

& PGx

$267M

Oncology

$231M

HPV

$200M

HAI

$50M

CTNG

$250M

Third Wave Products Access a $1B U.S. Market

2007 U.S. Molecular Diagnostics Market:

$2.1B

HPV

$200M

Genetics &

PGx

$267M

CTNG

$250M

HAI

$50M

Oncology

$231M

Large Market, Significant Opportunity

2007 Third Wave U.S. Market Potential:

$1B

A Great

Strategic Fit

•

Hologic –

Diagnostic line of business focused on cervical cancer screening

and pre-term birth testing.

•

Third Wave –

Emerging leader in molecular diagnostic reagents including

HPV screening products.

•

Hologic

provides

–

Diagnostic

platform

business

with

an

established

infrastructure

and

strong

presence,

enabling

access

to

more

customers

and

new markets, ultimately accelerating growth

•

Third

Wave

provides

–

Molecular

diagnostics

business

with

emphasis

on 

Hologic’s

areas

of

interest

(HPV,

CTNG,

etc),

complementing

the

strong

foundation

laid

by

ThinPrep

with

attractive

revenue

growth

and

profitability,

Hologic and Third Wave

A Great

Product Fit

•

Recommended

Protocol

–

Combined

Pap

testing

and

HPV

testing

recommended

protocols

for

OB/GYNs

in

the

U.S.

market

–

existing

sales

channels

are

well

suited

for

selling

these

products

to

both

the

OB/GYNs

and

the

clinical

labs.

•

Complementary

Testing

–

Cystic

Fibrosis

testing

is

performed

during

pregnancy

to

the

parents

and

just

after

birth

to

the

child

–

Third

Wave’s

InPlex

CF

test

is

a

good

match

to

the

sales

efforts

for

FullTerm

pre-term

birth

testing.

•

Common

Delivery

Mechanism

–

With

the

addition

of

HPV

testing

and

future

plans

for

CTNG

testing,

both

can

utilize

same

sample

vial

as

the

pap

test,

significantly

improving lab productivity and patient compliance.

•

Expected

Workflow

Improvements

–

Future

automation

capability

under

development

for

the

Invader

chemistry

provides

for

sample-in

and

results-out

walk-

away

testing.  An  ideal concept for the labs

Hologic and Third Wave

Acquisition of Third

Wave Technologies

Strategic Rationale

•

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

•

Improved analytical results

•

Improved lab productivity

•

Entry to Sizeable OUS Market Opportunity providing revenue growth

opportunity

for many years

Third Wave Technologies

•

Innovative Molecular Diagnostics Platform

•

Patented Invader Chemistry

•

Flexible / Simple / Broad Applicability

•

Growing revenue stream ($31M, 40% CAGR)

•

Cystic Fibrosis Testing

•

Coagulation Marker Testing

•

HPV Testing

•

U.S. FDA PMA Application Submitted for Cervista HPV Test

•

Strong Clinical Data

•

Near-term Pipeline Products

•

CTNG, HAI/ MRSA

A Unique Platform for Growth in Molecular Diagnostics

Cervista Regulatory Summary

•

PMA’s submitted 4/28/08

•

Outstanding clinical results reported in submission

•

Comprehensive due diligence on the filings, trial design and clinical

endpoints

•

High confidence in a positive outcome

•

Anticipate a decision in first-half calendar 2009

•

Third Wave key executives have agreed to align their financial

incentives with achieving FDA clearance for these two products

Cervista

HR HPV Test

•

Cervista HR indications for use (as submitted to the FDA) are identical to

Qiagen’s hc2 product, but Third Wave’s products have some important

advantages;

•

Clinical data supports enhanced test quality and performance

•

Improved Analytical Specificity

•

Internal Controls Confirm Negative Test Results

•

Lab Economics and Test Automation

•

Significant Reduction in Samples not Analyzable for “Quantity Not Sufficient”

•

Lower Labor Costs

•

Single Shift Processing

•

Automation Platform in Development for walk-away processing

Key Differentiators

Cervista

HPV 16/18 Test

•

Cervista

16/18 –

Patient triaged to genotyping to determine the

presence

on

high

risk

type

–

applicable

for

>30

with

negative

Pap

result and positive HPV

•

5X more likely to cause cervical cancer than other strains

•

Persistent 16/18 HPV infections cause a majority of cervical

cancers

•

Cervista 16/18 is filed in a separate submission from the screening

product for its own unique claims

•

This

is

the

first

HPV

genotyping

submission

that

we

are

aware

of

in

the U.S.

Key Differentiators

OB/GYN and Clinical Lab Sales Force

•

425+ Hologic sales personnel call on

customers in the Women’s Health

segment in the U.S. Market

•

250 Hologic sales people currently call

on OB/GYNs and Clinical Labs in the

U.S. today

•

120 of those sales people specifically sell

Hologic Diagnostic products in the U.S.

(ThinPrep & Full Term)

•

29 sales people call on the 2000 clinical

& cytology labs in the U.S. market

250 call on

OB/Gyns + Clinical Labs

120 call on

Diagnostic  customers

29

call on

Clinical Labs

425 Women’s Health Sales people

Capitalize on Global Scale

•

20+ years in the women’s healthcare market

•

Enhance U.S. sales coverage model: 425+ sales team & 250+ service team

•

Leverage global footprint and resources to focus on underserved markets:

200+ sales/service associates in 125 countries

•Canada

•MA

•CT

•DE

•Australia

•IN

•CA

•Costa Rica

•UK

•France

•Spain

•Italy

•Switzerland

•Belgium

•Germany

•Hong Kong

•China

•Japan

•Brazil

•Mexico

•Company Presence

•Key Distributors

Commercial Presence

in Over 125 Countries

•South Africa

Delivering Superior Products in 125 Countries

Third Wave Fits Target Profile

•

Provide access to growing markets complementary to our core

business segments

•

Utilize our existing diagnostic sales channel coverage

•

Provide best-in-class products for earlier and better detection,

improved diagnosis, and less-invasive treatment

•

Goal:  Enhance revenue and earnings growth

Execute Strategic Goals

Financial Rationale

•

Projected Third Wave Revenue Growth

•

50% compounded over the next 5 years

•

$200 million annually, within three years after receipt of FDA approval of HPV

products.

(Seven times today’s sales.)

(Seven times today’s sales.)

•

Projected Earnings accretion

•

Accretive to non-GAAP EPS

1

in FY2010 and significantly more accretive thereafter

•

Utilizes our existing sales channels to improve overall gross

margins

•

Provides attractive return on capital

Third Wave can help transform a successful but mature

diagnostic business into a growth business.

1

non-GAAP EPS excludes the write-off and amortization of acquisition-related intangible assets, and related tax effect.

For Third Wave

FY2008 Guidance and Summary Outlook

•

Non-cash acquisition related costs related primarily to the write-off of in-

process research and development following the close of the tender offer.

•

Slightly dilutive ($0.02-0.03 per share) non-GAAP EPS (excluding

acquisition-related charges) in fiscal 2008 (fourth quarter).

•

Approximately $0.10 dilutive to non-GAAP EPS (excluding the

amortization of intangibles) in fiscal 2009 and to be accretive to non-

GAAP EPS beginning in fiscal 2010.

•

Expect transaction to be cash flow neutral in fiscal 2009 as a result of

$160 million acquired NOL (including interest/financing expense of

approximately $40 million from the term loan of $600 million to finance

the acquisition) and increasingly positive thereafter.

Our Strategy…

•

Market leadership

•

Premium brand

•

Best-in-class products

•

Ongoing innovation

•

Revenue growth

•

Channel leverage

•

Shift toward consumables

•

International market penetration

•

Financial Discipline

•

Profitability through operating leverage

•

Free cash flow and liquidity

Market

Leadership

Revenue

Growth

Financial

Discipline

Strategic Success

Serving Women’s Healthcare Needs

generation after generation

June 11, 2008