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 22, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 22, 2013, Hologic, Inc. (the “Company”) and Carl W. Hull, Senior Vice President and General Manager, Diagnostics Line of Business, mutually agreed that Mr. Hull will retire effective February 15, 2013. Following his retirement, Mr. Hull has agreed to serve as a consultant to the Company. The Company and Mr. Hull entered into a Separation and Release Agreement (the “Separation Agreement”) and a Consulting Agreement (the “Consulting Agreement”), each dated January 22, 2013, to set forth the terms of these arrangements. The agreements supersede Mr. Hull’s Retention and Severance Agreement with the Company, effective August 1, 2012 upon his joining the Company in connection with the Company’s acquisition of Gen-Probe Incorporated (the “Retention Agreement”). The Separation Agreement and the Consulting Agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively. The below descriptions of the Separation Agreement and Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the exhibits filed herewith.
Separation Agreement. The Separation Agreement provides that Mr. Hull’s employment with the Company will terminate on February 15, 2013 and that upon such termination, if not otherwise revoked by Mr. Hull within a legally mandated revocation period, will be entitled to the following benefits:
| • | all earned and unpaid compensation; |
| • | a lump sum payment of $2.4 million, payable on August 15, 2013; |
| • | a lump sum retention bonus of $3.2 million, payable within three days after the expiration of the revocation period provided for in the Separation Agreement; |
| • | the vesting of 133,333 restricted stock units granted to Mr. Hull under the Retention Agreement; and |
| • | vested equity awards or any other vested retirement benefits. |
These benefits correspond to the benefits that Mr. Hull would have otherwise been entitled to under the Retention Agreement. Under the Separation Agreement, Mr. Hull and the Company have also agreed to release, subject to customary exceptions, any claims they each may have against the other.
Consulting Agreement. The Consulting Agreement provides that following Mr. Hull’s retirement, Mr. Hull agrees to remain available on a part-time basis to provide consulting services to the Company on strategic and operational issues related to the Company’s diagnostics business for a consulting fee of $2,900 per day, with a minimum payment of $2,900 per week. The Consulting Agreement remains in effect through August 15, 2013 unless sooner terminated on seven days written notice by either party.
Item 7.01 Regulation FD Disclosure.
On January 22, 2013, Hologic issued a press release attached hereto as Exhibit 99.1 relating to the matters described in Item 5.02 above.
Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit |
Description | |
| 10.1 | Separation and Release Agreement. | |
| 10.2 | Consulting Agreement. | |
| 99.1 | Press Release. | |
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 22, 2013 | HOLOGIC, INC. | |||||
| By: | /s/ Glenn P. Muir | |||||
| Glenn P. Muir | ||||||
| Executive Vice President, Finance and Administration, and Chief Financial Officer | ||||||
Exhibit 10.1
Separation and Release Agreement
SEPARATION AND RELEASE AGREEMENT entered into as of this 22nd day of January, 2013 (the “Release Agreement”) by and between Hologic, Inc., a Delaware corporation with its principal place of business at 35 Crosby Drive, Bedford, Massachusetts 01730 (“Company”), and Carl W. Hull (the “Executive”).
RECITAL
WHEREAS, Executive and Company entered into that certain Retention and Severance Agreement dated July 10, 2012 (the “Retention Agreement”);
WHEREAS, Executive and Hologic entered into that certain Employee Intellectual Property Rights and Nonsolicitation Agreement, dated July 10, 2012 (the “IP Agreement”); and
WHEREAS, Executive and Company desire to reach a mutual understanding and acceptance of the terms and conditions related to Executive’s resignation from employment with the Company.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained it is hereby agreed as follows:
1. Separation Date. Executive shall cease to be an employee of Company as of February 15, 2013 (the “Separation Date”) provided that this Release Agreement is not revoked in accordance with Section 8 herein. The Executive shall execute and deliver a letter of resignation to Company in substantially the form attached as Exhibit A hereto and dated as of the Separation Date. The parties mutually agree that Executive’s resignation shall be deemed to be for “Good Reason” as that term is defined in the Retention Agreement and that any notice and cure periods required therein are deemed satisfied.
2. Severance. In consideration of Executive’s accepting and not revoking this Release Agreement:
(a) In addition to the Company’s payment to Executive of all “Accrued Compensation,” as that term is defined in the Retention Agreement, on the Separation Date (or, in the case of any previously unreimbursed business expenses, as promptly as feasible following the Separation Date, subject to Company policies), Company shall pay Executive a lump sum cash payment equal to $2,400,000.00 upon the six-month anniversary of the Separation Date provided that this Release Agreement was not revoked by the Executive in accordance with Section 8. The payments indicated in this Section 2(a) hereof shall be net of all other withholdings required by law, including, without limitation, applicable federal and state taxes. The Company shall pay the Retention Bonus and fully vest the Restricted Stock Units as such terms are defined in the Retention Agreement within three (3) business days following expiration of the revocation date set forth in Section 8 and provided that this Release Agreement was not revoked.
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3. Executive Release.
(a) In consideration for, among other things, the payments to be made pursuant to Section 2(a) above, Executive, for himself, his agents, legal representatives, assigns, heirs, distributes, devisees, legatees, administrators, personal representatives and executors (collectively, the “Releasing Parties”), hereby releases and discharges, to the extent permitted by law, the Company and its present and past subsidiaries and affiliates, its and their respective successors and assigns, and the present and past shareholders, officers, directors, employees, agents and representatives of each of the foregoing (collectively, the “Releasees”), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever, whether known or unknown, from the beginning of the world to the date Executive signs this Release Agreement, but otherwise including, without limitation, any claims arising out of or relating to Executive’s employment with and termination of employment from the Company Corporation, for wrongful discharge, for breach of contract, for discrimination or retaliation under any federal, state or local fair employment practices laws, including, Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, for defamation or other torts, for wages, bonuses, incentive compensation, unvested stock, unvested stock options, vacation pay or any other compensation or benefit and any claims under any tort or contract (express or implied) theory, and any of the claims, matters and issues which could have been asserted by the Releasing Parties against the Released Parties in any legal, administrative or other proceeding in any jurisdiction. Notwithstanding the above, nothing in this release is intended to release or waive your right to COBRA, unemployment insurance benefits, any other vested retirement benefits or vested equity awards (including, without limitation, any deferred stock issuance), the right to seek enforcement of this Agreement or any rights referenced in Section 5 below, all of which are expressly excepted from the scope of this release.
(b) For the purpose of implementing a full and complete release, Executive expressly acknowledges that the releases he gives in this Release Agreement are intended to include in their effect, without limitation, claims that he did not suspect to exist in his respective favor at the time of the Separation Date of this Agreement, regardless of whether knowledge of such claims, or the facts upon which they might be based, would materially have effected the settlement of this matter, and that the consideration given by the Company is also for a release of those claims and contemplates the extinguishment of any such unknown claims by Executive. In furtherance of this Release Agreement, Executive specifically waives any rights provided by California Civil Code section 1542 or other similar statutes. Section 1542 states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
4. Company Release. In consideration of the Release provided by the Executive in Section 3 above, Company hereby releases and discharges, to the extent permitted by law, the Executive from any and all claims, demands, actions and liabilities and other claims for relief or remuneration whatsoever, whether known or unknown, from the beginning of the world to the
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date Executive signs this Release Agreement; provided, however, nothing herein shall eliminate or limit Executive’s personal liability for any acts or omissions that were not in good faith or which involved intentional misconduct or knowing violation of the law.
5. Survival. It is understood and agreed that, with the exception of (i) obligations set forth or confirmed in this Agreement, (ii) obligations of Executive under the IP Agreement, (iii) the Consulting Agreement entered into by and between the Company and the Executive, and (iv) any of the Executive’s rights to indemnification as provided in Company’s certificate of incorporation, bylaws (it being acknowledged and agreed by the Executive that, as of the date of this Release Agreement, there are no amounts owing to the Executive pursuant to any such indemnification rights), all which shall remain fully binding and in full effect subsequent to the execution of this Release Agreement, the release set forth in the preceding Section 3 is intended and shall be deemed to be a full and complete release of any and all claims that Executive or Releasing Parties may or might have against Releasees, or that the Company may have against the Releasing Parties, arising out of any occurrence on or before the Execution Date and said Release Agreement is intended to cover and does cover any and all future damages not now known to Executive or which may later develop or be discovered, including all causes of action arising out of or in connection with any occurrence on or before the Execution Date.
6. Exceptions. This Release Agreement does not (i) prohibit or restrict the Executive from communicating, providing relevant information to or otherwise cooperating with the EEOC or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Release Agreement or its underlying facts, or (ii) preclude Executive from benefiting from classwide injunctive relief awarded in any fair employment practices case brought by any governmental agency, provided such relief does not result in Executive’s receipt of any monetary benefit or substantial equivalent thereof.
7. ADEA Release. By signing and returning this Release Agreement, Executive acknowledges that Executive:
(a) has carefully read and fully understands the terms of this Release Agreement;
(b) is entering into this Release Agreement voluntarily and knowing that Executive is releasing claims that Executive has or believes Executive may have against the Releasees; and
(c) has obtained advice of counsel with respect to the negotiation and execution of this Release Agreement.
8. ADEA Revocation. Executive acknowledges that he has been given the opportunity to consider this Release Agreement for twenty-one (21) days before signing it. For a period of seven (7) days from the date Executive signs this Agreement, Executive has the right to revoke this Release Agreement by written notice to the undersigned. This Release Agreement shall not become effective or enforceable until the expiration of the revocation period. This Release Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”).
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9. Public Statement. Executive hereby agrees that he will refrain from making any derogatory or false statements with respect to the Company or any of their officers, directors, Executives, advisors, customers, shareholders or other related or affiliated parties or any other Releasees. The Company hereby agrees that it shall direct its officers, directors, shareholders or other related or affiliated parties to refrain from making any derogatory or false statements with respect to Executive.
10. Confidentiality. By employment with Company, Executive has had, or will have, contact with and has gained or will gain knowledge of certain confidential and proprietary information and trade secrets, including without limitation, analyses of Company’s prospects and opportunities; programs (including advertising); direct mail and telephone lists, customer lists and potential customer lists; Company’s plans for present and future developments; marketing information including strategies, tactics, methods, customer’s market research data; financial information, including reports, records, costs, and performance data, debt arrangements, holdings, income statements, annual and/or quarterly statements and accounting records and/or tax returns; operational information, including operating procedures, products, methods, service techniques, “know-how”, tooling, plans, concepts, designs, specifications, trade secrets, processes, methods and suppliers; technical information, including computer software programs; research and development projects; product formulae, processes, inventions, designs, or discoveries, which information Company treats as confidential. Executive agrees that Executive will not communicate or disclose to any third party or use without the written consent of Company, any of the aforementioned information or material, except as required or otherwise authorized by law, unless and until such information or material becomes generally available to the public through sources other than Executive.
Executive will deliver to Company all property, documents, or materials in his possession or custody, of any nature belonging to Company whether in original form or copies of any kind, including any trade secrets and proprietary information upon the Separation Date, excepting therefrom only personal compensation and employee benefits information.
11. Assignment. Executive hereby represents and warrants to Company that Executive has not assigned any claim that Executive may or might have against Company, from which Company would otherwise be released pursuant to this Release Agreement, to any third party.
12. Governing Law. This Release Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of California, without giving effect to conflict of laws principles.
13. Voluntary Assent. The Executive confirms that no other promises or agreements of any kind have been made by any person to cause him to sign this Release Agreement except as otherwise as noted herein, and that he fully understands the meaning and intent of this Release Agreement. Executive agrees that this is the entire agreement and understanding between Company and him or herself.
14. Severability. The provisions of this Release Agreement are severable. If any provision of this Release Agreement is declared invalid or unenforceable, any court of competent
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jurisdiction reviewing such provision shall enforce the provision to the maximum extent permissible under applicable law. Any ruling will not affect the validity and enforceability of any other provision of the Release Agreement.
15. Notices. Any and all notices or other communications required or permitted to be given in connection with this Agreement shall be in writing (or in the form of a facsimile or electronic transmission) addressed as provided below and shall be (i) delivered by hand, (ii) transmitted by facsimile or electronic mail with receipt confirmed, (iii) delivered by overnight courier service with confirmed receipt or (iv) mailed by first class U.S. mail, postage prepaid and registered or certified, return receipt requested:
If to the Company send c/o Hologic, Inc. at:
Hologic, Inc.
35 Crosby Drive
Bedford, MA 07130
Attention: David Brady, Senior Vice President
Facsimile No: (781) 280-0674
Email Address: dbrady@hologic.com
with a copy to:
James L. Hauser, Esq.
Brown Rudnick LLP
One Financial Center
Boston, MA 02111
E-Mail Address: jhauser@brownrudnick.com
If to the Executive, to:
Carl W. Hull
with a copy to:
James L. Morris
Rutan & Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, CA 92626
E-Mail Address: JMorris@rutan.com
and in any case at such other address as the addressee shall have specified by written notice. Any notice or other communication given in accordance with this Section 15 shall be deemed delivered and effective upon receipt, except those notices and other communications sent by mail, which shall be deemed delivered and effective three (3) business days following deposit with the United States Postal Service. All periods of notice shall be measured from the date of delivery thereof.
16. Entire Agreement. This Release Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, superseding all prior
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understandings and agreements, whether written or oral, including without limitation, the Retention Agreement, provided, however, that the IP Agreement shall remain in full force and effect.
17. Remedies. Any breach or threatened breach by the Executive of the provisions of this Release Agreement could result in irreparable and continuing damage to the Company for which there is no adequate remedy at law. In such event, the Company shall be entitled to seek injunctive relief and/or specific performance, and such other relief that may be proper (including monetary damages, if proper). Any breach or threatened breach by the Company of the provisions of this Release Agreement could result in irreparable and continuing damage to the Executive for which there is no adequate remedy at law. In such event, the Executive shall be entitled to seek injunctive relief and/or specific performance, and such other relief that may be proper (including monetary damages, if proper).
IN WITNESS WHEREOF, the Company and Executive have executed and delivered this Release Agreement as of the date first written above.
| /s/ Carl W. Hull |
| Carl W. Hull |
| HOLOGIC, INC. | ||
| By: | /s/ Mark J. Casey | |
| Name: | Mark J. Casey | |
| Title: | Chief Administrative Officer, Senior Vice President, General Counsel | |
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Exhibit A
Letter of Resignation
February 15, 2013
Hologic, Inc.
c/o Mr. David Brady
35 Crosby Drive
Bedford, MA 07130
To the Board of Directors of Hologic, Inc. (the “Company”):
I, Carl W. Hull, hereby resign from the Board of Directors, any and all committees on which I may serve, and any and all positions held by me as an Officer of all direct or indirect subsidiaries of the Company (if I serve on such Board of Directors and in such an Officer capacity), including, but not limited to, the subsidiaries of the Company listed on Exhibit A attached hereto. My resignation shall be effective on February 15, 2013.
| Sincerely, |
|
|
| Carl W. Hull |
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Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement (“Agreement”) made and entered into this January 22, 2013 by and between CARL W. HULL (the “Consultant”) and HOLOGIC, INC., 35 Crosby Drive, Bedford, MA 01730 (the “Company”).
RECITALS
WHEREAS, the Company is engaged in the business, among others, of developing, manufacturing and distributing medical device and diagnostic products and systems;
WHEREAS, effective as of February 15, 2013, the Consultant completed his term as an employee of the Company, and the Company seeks to retain him as an independent consultant upon and subject to the terms and conditions of this Agreement;
WHEREAS, the Company and Consultant are parties to an Employee Intellectual Property Rights and Non-Solicitation Agreement, effective as of July 10, 2012 (in its entirety the “Intellectual Property Agreement”), the terms of which shall survive execution of this Agreement; and
WHEREAS, the Company and Consultant are parties to a Separation and Release Agreement, executed of even date herewith (the “Separation Agreement”), the terms of which shall survive execution of this Agreement.
AGREEMENT
Now, therefore, in consideration of the foregoing Recitals and the mutual promises and covenants contained herein and each act done pursuant thereto, the parties hereby agree as follows:
1. Term. Unless sooner terminated by either the Company or Consultant by providing seven (7) days written notice to the other in accordance with Section 7, or extended by mutual written agreement of the parties, the term of this Agreement shall commence effective as of February 16, 2013 (the “Effective Date”) and shall continue until August 15, 2013 (the “Term”), unless terminated earlier in accordance with Section 7.
2. Consulting Services. Company hereby engages Consultant to serve as a consultant to Company, and Consultant hereby accepts such engagement, all in accordance with and subject to the terms and conditions contained herein. The Consultant hereby agrees to consult with Company on strategic and operational issues related to the Company’s diagnostic business as may be reasonably requested by the Company (“Services”), provided that he shall be available for at least one day per week, unless otherwise agreed to by the parties. The Consultant shall perform the Services in a professional and businesslike manner, and within guidelines established by Company, and the Consultant shall comply with all applicable laws. The Consultant shall exercise
diligence and shall devote such time and effort as is required to properly and timely perform the Services; provided, however, that reasonable time for personal, business and professional activities of the Consultant shall be permitted.
3. Consulting Fee. Company shall pay Consultant a daily consultant fee equal to $2,900 for each day Services are provided and it being understood that Consultant is entitled to be paid a daily consultant fee for each day his services are requested by the Company. Company shall pay Consultant for a minimum of one day per week during the Term. Consultant shall provide Company with all documentation and other records as reasonably requested by Company concerning the Services rendered. The foregoing provisions shall not be deemed to require Consultant to maintain or provide an hourly record of his Services rendered.
4. Return of Company Property. Upon expiration of the Term, Consultant agrees to return to the Company all Company documents (and all copies thereof) and other Company property which Consultant has had in his possession at any time, including, but not limited to, Company files, notes, computers, printers, cell phones, printers, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers), credit cards, entry cards, identification badges and keys; and, any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof).
5. Proprietary Information Obligations. Both during and after the Term, Consultant will refrain from any use or disclosure of the Company’s proprietary or confidential information or materials. In addition, Consultant hereby acknowledges and agrees not to use or disclose any confidential or proprietary information of the Company without prior written authorization from a duly authorized representative of the Company other than for the purposes of providing Services hereunder.
6. Independent Contractor. It is expressly understood by the parties hereto that the Consultant shall be an independent contractor and not an employee of Company. Consultant shall not be an agent of Company and shall have no authority to act for or bind Company and shall not represent such authority to third parties. Company shall have no control over or right to control or direct the business of the Consultant or the manner in which the Consultant approaches and performs the Services, except as provided in Section 2 above. As an independent contractor, the Consultant specifically understands that Consultant shall not be treated as an employee of Company for purposes of employee benefits, social security benefits and taxes, any other employment taxes, or unemployment and worker’s compensation benefits. The Consultant shall be liable for any and all Federal and state income and employment taxes and worker’s compensation insurance. Company shall treat the Consultant as an independent contractor for purposes of filing any information returns which may be required pursuant to the Internal Revenue Code of 1986, as amended, or any state or local tax law.
7. Termination. This Agreement may be terminated by either party, with or without cause, by providing seven (7) days written notice to the other party. This
Agreement shall automatically terminate upon the death or substantial physical and/or mental incapacitation of the Consultant. Upon termination, the obligation for payment of unearned consulting fees shall cease.
8. Notices. Any and all notices or other communications required or permitted to be given in connection with this Agreement shall be in writing (or in the form of a facsimile or electronic transmission) addressed as provided below and shall be (i) delivered by hand, (ii) transmitted by facsimile or electronic mail with receipt confirmed, (iii) delivered by overnight courier service with confirmed receipt or (iv) mailed by first class U.S. mail, postage prepaid and registered or certified, return receipt requested:
If to the Company send c/o Hologic, Inc. at:
Hologic, Inc.
35 Crosby Drive
Bedford, MA 07130
Attention: David Brady, Senior Vice President
Facsimile No: (781) 280-0674
Email Address: dbrady@hologic.com
with a copy to:
James L. Hauser, Esq.
Brown Rudnick LLP
One Financial Center
Boston, MA 02111
E-Mail Address: jhauser@brownrudnick.com
If to the Executive, to:
Carl W. Hull
with a copy to:
James L. Morris
Rutan & Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, CA 92626
E-Mail Address: JMorris@rutan.com
and in any case at such other address as the addressee shall have specified by written notice. Any notice or other communication given in accordance with this Section 8 shall be deemed delivered and effective upon receipt, except those notices and other communications sent by mail, which shall be deemed delivered and effective three (3) business days following deposit with the United States Postal Service. All periods of notice shall be measured from the date of delivery thereof.
9. Waiver of Breach and Severability. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach. In the event any provision of this Agreement is found to be invalid or unenforceable, it may be severed from the Agreement and the remaining provisions of the Agreement shall continue to be binding and effective, unless by reason of such partial invalidity or unenforceability, this Agreement fails its essential purpose.
10. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the provision of consulting services to the Company by the Consultant and supersedes any prior or contemporaneous discussions, understandings and agreements between the parties respecting the subject matter hereof. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought to be charged. The Separation Agreement or Intellectual Property Agreement, as amended herein, shall survive the execution of this Agreement, but in the event of any irreconcilable inconsistency between the terms of the Separation Agreement and this Agreement, then this Agreement shall control.
11. Binding Agreement and Governing Law. This Agreement may not be assigned by the Company or the Consultant without the prior written consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and permitted assigns and shall be construed in accordance with and governed by the laws of the Commonwealth of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date.
| /s/ Carl W. Hull |
| Carl W. Hull |
| HOLOGIC, INC. | ||
| By: | /s/ Mark J. Casey | |
| Name: | Mark J. Casey | |
| Title: | Chief Administrative Officer, Senior Vice President, General Counsel | |
Exhibit 99.1
HOLOGIC ANNOUNCES ORGANIZATIONAL CHANGES TO ITS DIAGNOSTICS SEGMENT; INTEGRATION OF GEN-PROBE PROCEEDING AHEAD OF SCHEDULE
On Track to Achieve Over $40 Million in First-Year Cost Synergies
BEDFORD, Mass. (January 22, 2013) – Hologic, Inc. (“Hologic” or “the Company”) (NASDAQ: HOLX), a leading developer, manufacturer and supplier of premium diagnostics products, medical imaging systems and surgical products dedicated to serving the healthcare needs of women, today announced organizational changes to its Diagnostics segment.
Based upon the successful progress achieved in the ongoing integration of Gen-Probe Incorporated (“Gen-Probe”), which is proceeding ahead of schedule, and the solid foundation of the Diagnostics segment, Hologic has accelerated the timing of several planned organizational changes. In conjunction with the Company’s accelerated execution, Carl Hull will be retiring from his role as Senior Vice President and General Manager of Diagnostics. Mr. Hull, who served as Chairman, President and Chief Executive Officer of Gen-Probe until that company was acquired by Hologic in August 2012, will continue with the Company as a consultant up to mid-August 2013.
“We are confident that now is the right time to transition our team and we are grateful for the deep bench of talent within the Hologic and legacy Gen-Probe organizations who are well positioned to successfully assume greater levels of responsibility as we continue to grow,” said Rob Cascella, President and Chief Executive Officer of Hologic. “Carl has been instrumental in the ongoing and successful integration of Gen-Probe into Hologic that has supported our rapid progress. We have benefitted from his experience, deep knowledge of the industry and valuable relationships and we thank Carl for his leadership and commitment. We look forward to his continued contributions throughout 2013, including his support in facilitating a seamless leadership transition.”
“We have a well-defined strategic path forward to grow the diagnostics businesses globally, drive innovation and expand our technology offerings,” said Mr. Hull. “I look forward to working with Rob and the rest of the team to ensure that we capture the benefits of the Gen-Probe transaction for all of our stakeholders. We are very excited about our future and are confident that today, Hologic is well positioned to build upon its leadership role in diagnostics as it continues to meet the expanding needs of its customers.”
As part of the organizational changes, Rohan Hastie, formerly a vice president and general manager within the Women’s Health group of the Company’s Diagnostics segment, has been appointed Senior Vice President and Group General Manager—Diagnostics, which now includes overseeing the segment’s Women’s Health and Virology businesses, as well as the U.S. Diagnostics sales team. In addition, Eric Tardif, Senior Vice President of Commercial Operations—Diagnostics, will assume the role of Senior Vice President of Corporate Strategy, partnering with Mr. Cascella and the business leaders to further shape Hologic’s long-range goals.
On Track to Achieve Over $40 Million in First-Year Cost Synergies:
Hologic has made significant progress in integrating Gen-Probe into its existing Diagnostics segment. The Company remains on track to realize over $40 million in cost synergies by the end of the first year following the acquisition and an additional $35 million in cost synergies by the
end of the third year. In addition, Hologic is continuing to drive revenue synergies by utilizing its global sales and marketing presence to capitalize on cross-selling opportunities to leverage its expanded molecular diagnostics product portfolio.
“Through our efforts since August, we have made tremendous strides in leveraging our global infrastructure and robust product pipeline – cementing Hologic’s position as a premier provider of diagnostics solutions,” continued Mr. Cascella. “The integration of Gen-Probe is proceeding at a pace better than plan. We are excited about the significant opportunities we have to create value for all of our stakeholders, including our shareholders and customers, and we are confident that these organizational changes will help take our Diagnostics franchise to the next level.”
About Hologic, Inc.:
Hologic, Inc. is a leading developer, manufacturer and supplier of premium diagnostic products, medical imaging systems, and surgical products. The Company operates four core business units focused on diagnostics, breast health, GYN surgical and skeletal health. With a comprehensive suite of technologies and a robust research and development program, Hologic is committed to improving lives. The Company is headquartered in Massachusetts. For more information, visit www.hologic.com.
Hologic, Gen-Probe and associated logos are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries.
Forward-Looking Statement Disclaimer:
This News Release contains forward-looking information that involves risks and uncertainties, including statements about the Company’s plans, objectives, expectations and intentions. Such statements include, without limitation, the anticipated benefits and synergies of the Gen-Probe acquisition and the Company’s outlook and opportunities. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: Hologic’s ability to successfully and timely integrate Gen-Probe’s operations, product lines, technologies and employees, and realize synergies from the proposed transaction; unknown, underestimated or undisclosed commitments or liabilities, costs or expenses; the level of demand for the Company’s products; the ability of the Company to develop, deliver and support a broad range of products, develop new products, expand its markets and/or develop new markets; and the ability of the Company to attract, motivate and retain key employees. Moreover, the combined business may be adversely affected by future legislative, regulatory, or tax changes as well as other economic, business and/or competitive factors.
The risks included above are not exhaustive. Other factors that could adversely affect the Company’s business and prospects are described in the filings made by the Company with the SEC. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.
Investor Relations and Media Contacts:
| Deborah R. Gordon Vice President, Investor Relations (781) 999-7716 deborah.gordon@hologic.com |
Al Kildani Senior Director, Investor Relations (858) 410-8653 al.kildani@hologic.com |
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