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) June 16, 2015

 

 

HOLOGIC, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

1-36214   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 June 16, 2015, David R. LaVance, Jr., resigned as Chairman of the Board of Directors of Hologic, Inc. (the “Company”), and notified the Company of his decision to not to stand for re-election at the 2016 Annual Meeting of Shareholders. Mr. LaVance’s decision not to stand for re-election, which marks his retirement from the Board after over 13 years of distinguished service, did not involve any disagreement with the other Board members or with management.

 

Item 7.01 Regulation FD Disclosure.

Following the resignation of Mr. LaVance as Chairman of the Company’s Board of Directors, the Board appointed the Company’s Chief Executive Officer, Stephen P. MacMillan, to serve as Chairman of the Board and current director Elaine S. Ullian to serve as Independent Lead Director.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

   

Description

99.1    Press release dated June 17, 2015

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: June 17, 2015 HOLOGIC, INC.
By:

/s/ John M. Griffin

John M. Griffin
General Counsel

EXHIBIT INDEX

 

Exhibit

Number

    Description
99.1    Press release dated June 17, 2015


Exhibit 99.1

Hologic Announces Changes to Board of Directors

— Steve MacMillan Replaces David LaVance as Chairman, Elaine Ullian Becomes Lead Independent Director —

Bedford, Mass., June 17, 2015 – Hologic, Inc. (NASDAQ: HOLX) announced today that David LaVance has resigned as Chairman of the Company’s Board of Directors, and notified the Board that he will not stand for re-election at the 2016 Annual Meeting of Stockholders.

Steve MacMillan, Hologic’s President and Chief Executive Officer, has been appointed Chairman of the Board. In addition, current Director Elaine Ullian, retired President and Chief Executive Officer of the Boston Medical Center, has been appointed Lead Independent Director. Ullian has been a member of the Company’s Board since 2007.

“It has been a great honor to contribute to Hologic’s growth and development since 2002,” LaVance said. “The Company’s future is bright, so this is the right time for me to transition leadership to the experienced team that’s now in place.”

“I’d like to thank David for his many contributions to Hologic over 13 years of distinguished service, and for his partnership in building a board and management team capable of delivering sustainable growth across the company,” MacMillan said.

About Hologic

Hologic, Inc. is a leading developer, manufacturer and supplier of premium diagnostic products, medical imaging systems and surgical products. The Company’s core business units focus on diagnostics, breast health, GYN surgical, and skeletal health. With a unified suite of technologies and a robust research and development program, Hologic is dedicated to The Science of Sure. For more information on Hologic, visit www.hologic.com.

Hologic 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 Statements

This news release contains forward-looking information that involves risks and uncertainties, including statements about the Company’s plans, objectives, expectations and intentions, and statements regarding the Company’s board of directors and management. These forward-looking statements are based on assumptions made by the Company as of this date and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, the risk that the Company may not be able to attract and retain qualified Board members or executives. 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 here to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.

Contact

Michael Watts

Vice President, Investor Relations and

Corporate Communications

(858) 410-8588

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