HOLOGIC INC DE false 0000859737 0000859737 2020-09-14 2020-09-14

 

 

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): September 14, 2020

 

 

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.)

 

250 Campus DriveMarlboroughMA   01752
(Address of Principal Executive Offices)   (Zip Code)

(508) 263-2900

(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))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $.01 par value   HOLX   The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01.

Other Events.

On September 14, 2020, Hologic, Inc. (“Hologic” or the “Company”) issued a press release announcing a private offering (the “Offering”) of $950,000,000 aggregate principal amount of senior notes due 2029 (the “New Notes”). The New Notes will be issued pursuant to an indenture to be executed as of the closing of the Offering. The New Notes will be unsecured obligations of the Company and will be guaranteed by certain subsidiaries. Hologic intends to use the net proceeds of the Offering, plus available cash, to redeem in full all of its outstanding 4.375% senior notes due 2025 (the “2025 Notes”), in an aggregate principal amount of $950 million.

Hologic will redeem the 2025 Notes on or about October 15, 2020 (the “Redemption Date”), subject to its completion of the Offering and the receipt of the proceeds thereof (the “Redemption”), for an aggregate redemption price equal to the sum of (i) a principal payment (including redemption premium) of $970,786,000, and (ii) a final interest payment.

A copy of the press release announcing the Offering, the use of proceeds and the Redemption is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number
  

Description

99.1    Press Release issued by Hologic, Inc. on September 14, 2020.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: September 14, 2020     HOLOGIC, INC.
    By:  

/s/ Karleen M. Oberton

      Karleen M. Oberton
      Chief Financial Officer