SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

HOLOGIC, INC.

(Name of Subject Company (Issuer) and Filing Person (Issuer))

2.00% Convertible Senior Notes due 2037

(Title of Class of Securities)

436440 AA9

(CUSIP Number of Class of Securities)

Glenn P. Muir

Executive Vice President, Finance and Administration, and Chief Financial Officer

Hologic, Inc.

35 Crosby Drive, Bedford, MA 01730

Tel: 781-999-7300

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Philip J. Flink, Esquire

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$409,050,000.00	$52,685.64

* Calculated solely for purposes of determining the filing fee. The purchase price of the 2.00% Convertible Senior Notes due 2037 issued December 10, 2007 (the “Notes”), as described herein, is 100% of the original principal amount of the Notes plus any accrued but unpaid interest thereon. As of November 14, 2013, there was $405,000,000.00 aggregate principal amount of Notes outstanding and, as of the date of repurchase, there will be $4,050,000.00 of accrued and unpaid interest on the Notes, resulting in an aggregate maximum purchase price of $409,050,000.00.

** The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $128.80 for each $1,000,000 of the value of the transaction.

x 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: $52,685.64	Filing Party: Hologic, Inc.
Form or Registration No.: Schedule TO	Date Filed: November 14, 2013

¨ 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:

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

x 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:  ¨

INTRODUCTORY STATEMENT

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (“SEC”) on November 14, 2013 (the “Original Schedule TO” and together with this Amendment No. 1, the “Schedule TO”) by Hologic, Inc., a Delaware corporation (the “Company”). The Schedule TO relates to the right of each holder (each a “Holder”) of the Company’s 2.00% Convertible Senior Notes due 2037 issued December 10, 2007 (the “Notes”) to require the Company to repurchase the Notes upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Notes, the Company’s Put Right Notice to Holders of 2.00% Convertible Senior Notes due 2037, dated November 14, 2013, filed as an exhibit to the Original Schedule TO (the “Original Put Right Notice”), and Amendment No. 1 to the Put Right Notice, dated November 26, 2013, filed as an exhibit to this Amendment No. 1 (the “Amendment to Put Right Notice” and together with the Original Put Right Notice, the “Put Right Notice”). The right of a Holder to require the Company to repurchase the Notes, as described in the Put Right Notice, as amended or supplemented from time to time, is referred to as the “Put Option.”

The Notes were issued under an Indenture, dated as of December 10, 2007 (the “Base Indenture”), by and between the Company, as issuer, and Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of December 10, 2007 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee.

This Amendment No. 1 includes only the items in the Original Schedule TO that are being amended. Unaffected items are not included herein. Except as specifically set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule TO. Capitalized terms used but not defined herein have the respective meanings given to such terms in the Original Put Right Notice. You should read this Amendment No. 1 together with the Original Schedule TO and the exhibits thereto and hereto.

The Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended.

Items 1 through 9.

On November 26, 2013, the Company issued the Amendment to Put Right Notice announcing that the Expiration Date of the Put Option and the deadline for the Holders’ right to withdraw their previous exercise of the Put Option has been extended until 12:00 midnight, New York City time, on Thursday, December 12, 2013. The Put Option and the Holders’ right to withdraw their previous exercise of the Put Option was previously scheduled to expire at 5:00 p.m., New York City time, on Thursday, December 12, 2013. Therefore, all references to “5:00 p.m., New York City time, on Thursday, December 12, 2013” and all references to “5:00 p.m., New York City time, on the Expiration Date” in the Original Put Right Notice are hereby amended to be references to “12:00 midnight, New York City time, on December 12, 2013.” A copy of the Amendment to Put Right Notice is filed as Exhibit (a)(1)(C) and is incorporated herein by reference.

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Item 12. Exhibits.

Exhibit No.	Description
(a)(1)(A)	Put Right Notice to Holders of 2.00% Convertible Senior Notes due 2037, dated November 14, 2013, including form of Optional Put Repurchase Notice (previously filed with the Original Schedule TO on November 14, 2013).
(a)(1)(B)	IRS Form W-9 (previously filed with the Original Schedule TO on November 14, 2013).
(a)(1)(C)	Amendment No. 1 to the Put Right Notice to Holders of 2.00% Convertible Senior Notes due 2037, dated November 26, 2013.
(a)(5)	Press Release issued by the Company on November 14, 2013 (previously filed with the Original Schedule TO on November 14, 2013).
(b)	Not applicable.
(d)(1)	Indenture, dated as of December 10, 2007, by and between the Company and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 10, 2007).
(d)(2)	First Supplemental Indenture, dated as of December 10, 2007, by and between the Company and the Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 10, 2007).
(d)(3)	Notice of Redemption to Holders of 2.00% Convertible Senior Notes due 2037, dated November 14, 2013 (previously filed with the Original Schedule TO on November 14, 2013).
(g)	Not applicable.
(h)	Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HOLOGIC, INC.
By:	/s/ Glenn P. Muir
Name:	Glenn P. Muir
Title:	Executive Vice President, Finance and Administration, and Chief Financial Officer
Date:	November 26, 2013

4

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Put Right Notice to Holders of 2.00% Convertible Senior Notes due 2037, dated November 14, 2013, including form of Optional Put Repurchase Notice (previously filed with the Original Schedule TO on November 14, 2013).
(a)(1)(B)	IRS Form W-9 (previously filed with the Original Schedule TO on November 14, 2013).
(a)(1)(C)	Amendment No. 1 to the Put Right Notice to Holders of 2.00% Convertible Senior Notes due 2037, dated November 26, 2013.
(a)(5)	Press Release issued by the Company on November 14, 2013 (previously filed with the Original Schedule TO on November 14, 2013).
(b)	Not applicable.
(d)(1)	Indenture, dated as of December 10, 2007, by and between the Company and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 10, 2007).
(d)(2)	First Supplemental Indenture, dated as of December 10, 2007, by and between the Company and the Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 10, 2007).
(d)(3)	Notice of Redemption to Holders of 2.00% Convertible Senior Notes due 2037, dated November 14, 2013 (previously filed with the Original Schedule TO on November 14, 2013).
(g)	Not applicable.
(h)	Not applicable.

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EX-99.A.1.C

Exhibit 99.(a)(1)(C)

AMENDMENT NO. 1

to the

PUT RIGHT NOTICE

To the Holders of All Outstanding

HOLOGIC, INC.

2.00% Convertible Senior Notes due 2037

(CUSIP No. 436440 AA9)¹

Reference is made to the Put Right Notice issued by Hologic, Inc. (the “Company”) on November 14, 2013 (the “Original Put Right Notice”) to the Holders of the Notes. All capitalized terms used but not specifically defined in this amendment (the “Amendment”) shall have the respective meanings given to such terms in the Original Put Right Notice.

The Company hereby provides notice to the Holders that the Put Option has been amended to provide Holders until 12:00 midnight, New York City time, on Thursday, December 12, 2013 to exercise the Put Option. The Put Option was previously scheduled to expire at 5:00 p.m., New York City time, on Thursday, December 12, 2013. Additionally, Holders can withdraw their previous exercise of the Put Option with respect to any Notes at any time until 12:00 midnight, New York City time, on Thursday, December 12, 2013. A Holder’s right to withdraw their previous exercise of the Put Option was previously scheduled to expire at 5:00 p.m., New York City time, on Thursday, December 12, 2013.

Additional Information

The information under the caption “Additional Information” in the Original Put Right Notice is hereby amended to include a reference to the following documents (as such documents may be amended from time to time), which contain important information about the Company and its financial condition:

• The Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, as filed with the SEC on November 26, 2013;

• The Company’s Current Reports on Form 8-K filed with the SEC on November 14, 2013, November 15, 2013 and November 21, 2013; and

• The description of the Company’s preferred share rights contained in the Registration Statement on Form 8-A, filed with the SEC on November 21, 2013.

This Amendment is being made to comply with the rules and procedure requirements of the SEC. Except for the extensions and additional information described above, all of the terms and conditions set forth in the Original Put Right Notice issued to Holders and filed with the SEC on November 14, 2013 remain unchanged.

The Trustee, Paying Agent and Conversion Agent is

Wilmington Trust Company

and for purposes of this Amendment, the address is:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attention: Sam Hamed

Telephone: (302) 636-6181

Facsimile: (302) 636-4139

Email: shamed@wilmingtontrust.com

Any questions or requests for assistance or copies of this Amendment, the Original Put Right Notice or other materials may be directed to the Paying Agent. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Put Option.

* * * * *

HOLOGIC, INC.

By: Wilmington Trust Company, as Trustee

Dated: November 26, 2013

¹  The CUSIP number has been assigned to the Notes by an organization that is not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders of the Notes. Neither the Company nor the Trustee shall be responsible for the selection or use of any such CUSIP number, nor is any representation made as to its correctness or accuracy on the Notes or as indicated in this Put Right Notice.