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) January 1, 2013
HOLOGIC, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 0-18281 | 04-2902449 | |
| (Commission File Number) |
(I.R.S. Employer Identification No.) | |
| 35 Crosby Drive, Bedford, MA | 01730 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(781) 999-7300
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.03 | Material Modification to Rights of Security Holders. |
The Amended and Restated Rights Agreement by and between Hologic, Inc. (the “Company”) and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”), dated as of April 2, 2008 (the “Rights Plan”), and all preferred share purchase rights distributed to holders of the Company’s common stock pursuant to the Rights Plan, expired by their terms on January 1, 2013. As a result, the Rights Plan is of no further force and effect. The Rights Plan provided for a dividend of one right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company held of record at the close of business on December 31, 2002, or issued thereafter. Each Right entitled its registered holder to purchase from the Company, under the circumstances defined in the Rights Plan, one one-twenty-five thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, for an exercise price as determined under the Rights Plan.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 2, 2013, as a consequence of the expiration of the Rights Plan on January 1, 2013, the Company filed with the Secretary of State of the State of Delaware a certificate eliminating from the Company’s Certificate of Incorporation all matters set forth in the Amended and Restated Certificate of Designations with respect to the Series A Junior Participating Preferred Stock (the “Certificate of Elimination”).
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Elimination is attached as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Certificate Eliminating Series A Junior Participating Preferred Stock of Hologic, Inc. | |
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SIGNATURES
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.
| Date: January 4, 2013 | HOLOGIC, INC. | |||||
| By: | /s/ Glenn P. Muir | |||||
| Glenn P. Muir | ||||||
| Executive Vice President, Finance and Administration, and Chief Financial Officer | ||||||
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Exhibit 3.1
CERTIFICATE ELIMINATING
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
HOLOGIC, INC.
(Pursuant to Section 151(g) of the Delaware General Corporation Law)
Pursuant to Section 151 of the General Corporation Law of Delaware (the DGCL), the undersigned officer of Hologic, Inc., a corporation organized and existing under the DGCL (the Corporation), in accordance with the provisions of Section 103 of the DGCL hereby certifies:
| 1. | The name of the Corporation is Hologic, Inc. |
| 2. | The designation of the series of shares of stock of the Corporation to which this certificate relates is the amended and restated Certificate of Designations of Series A Junior Participating Preferred Stock. |
| 3. | The powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of the Corporation’s Series A Junior Participating Preferred Stock were provided for in resolutions adopted by the Board of Directors of the Corporation (the Board) on September 17, 2002 and March 11, 2008 pursuant to the authority expressly vested in it by the provisions of the Certificate of Incorporation of the Corporation. A certificate setting forth such resolutions has been heretofore filed with the Secretary of State of Delaware pursuant to the provisions of Section 151(g) of the DGCL. |
| 4. | The Board has adopted the following resolutions: |
WHEREAS, in connection with the amended and restated rights agreement dated as of April 2, 2008, between Hologic, Inc. (the “Corporation”) and American Stock Transfer & Trust Company (the “Rights Agent”), as amended (the “Rights Agreement”), the Corporation filed an amended and restated Certificate of Designations with respect to its Series A Junior Participating Preferred Stock; and
WHEREAS, on January 1, 2013, the Rights Agreement terminates according to its terms.
NOW, THEREFORE, BE IT RESOLVED, that on the date hereof no shares of the Corporation’s Series A Junior Participating Preferred Stock are outstanding and that no shares of the Series A Junior Participating Preferred Stock will be issued subject to the amended and restated Certificate of Designations previously filed with respect to the Series A Junior Participating Preferred Stock;
RESOLVED FUTHER, that the Board of Directors of the Corporation has determined that no action shall be taken to extend the Rights Agreement beyond its expiration and that it would be desirable and in the best interests of the Corporation and its stockholders to eliminate the Series A Junior Participating Preferred Stock;
RESOLVED FURTHER, that, if on January 1, 2013, the foregoing resolutions remain true, the appropriate officers of the Corporation be, and each of them acting singly hereby is, authorized and directed to file with the Secretary of State of the State of Delaware, on or after January 1, 2013, a certificate pursuant to Section 151(g) of the DGCL setting forth the foregoing resolutions in order to eliminate from the Corporation’s Certificate of Incorporation all matters set forth in the previously filed amended and restated Certificate of Designations with respect to the Series A Junior Participating Preferred Stock.
IN WITNESS WHEREOF, this Certificate is executed on behalf of the Corporation by its duly authorized officer this 2nd day of January, 2013.
| HOLOGIC, INC. | ||
| By: | /s/ GLENN P. MUIR | |
| Glenn P. Muir | ||
| Executive Vice President, Finance and Administration, and Chief Financial Officer | ||
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