8-K

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 28, 2004

Cytyc Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-27558	02-0407755
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

85 Swanson Road, Boxborough, MA	01719
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (978) 263-8000

N/A

(Former name or former address, if changed since last report)

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)    Exhibits

The following exhibit is furnished pursuant to Item 12:

Exhibit 99.1:    Earnings Release of Cytyc Corporation dated January 28, 2004

Item 12.    Results of Operations and Financial Conditions

On January 28, 2004, Cytyc Corporation issued a press release announcing the Company’s earnings for the quarter and year ended December 31, 2003. A copy of the release is furnished with this report as an exhibit to this Form 8-K.

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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.

CYTYC CORPORATION
By:	/s/ Patrick J. Sullivan
	Patrick J. Sullivan Chairman, Chief Executive Officer, and President

Date: January 28, 2004

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings Release of Cytyc Corporation dated January 28, 2004.

EX-99.1

Exhibit 99.1

Contact: Patrick J. Sullivan, Chairman, President, & CEO Anne Rivers, Investor Relations Jeff Keene, Healthcare Media Cytyc Corporation: 978-266-3010 www.cytyc.com David Walsey Media: Greg Tiberend The Ruth Group: 646-536-7029 Shanti Skiffington/Wendy Williams Schwartz Communications: 781-684-0770

FOR IMMEDIATE RELEASE

CYTYC REPORTS RECORD QUARTER AND YEAR END RESULTS

Year Over Year Sales Increase 28 Percent; Earnings Per Share Increases 74 Percent

Boxborough, MA, January 28, 2004 — Cytyc Corporation (Nasdaq:CYTC) today announced record sales results for the fourth quarter of 2003 of $78.3 million, an increase of 17 percent over the $66.7 million reported in the fourth quarter of 2002. Fourth quarter 2003 reported net income was $19.5 million, or $0.17 per diluted share, compared to reported $17.9 million, or $0.15 per diluted share, in the fourth quarter 2002.

For the year ended December 31, 2003, revenues grew 28 percent to $303.1 million compared to $236.5 million for the same period in 2002. Reported net income was $76.2 million, or $0.68 per diluted share for the year, compared to $47.9 million, or $0.39 per diluted share in 2002.

Patrick J. Sullivan, Cytyc’s chairman, president, and chief executive officer, commented, “I am pleased with Cytyc’s achievements in 2003, especially with how well our strong financial and operating performance positions us for the future. In 2004, we will continue to build on our leadership position in cervical cancer screening and concentrate on our growth opportunities. We are particularly focused on making the ThinPrep^® Imaging System the standard of care for cervical cancer screening. Since FDA approval of the ThinPrep Imaging System last June through December 31, 2003, we have shipped 27 instruments, well ahead of our goal, and expect to place an additional 100 instruments in 2004.”

Mr. Sullivan further commented, “We will also continue to drive U.S. conversion and international expansion for worldwide adoption of our ThinPrep^® Pap Test. Our recent announcement with Abbott Laboratories for the development and marketing of the ThinPrep UroCyte^™ Preparation System demonstrates the value of the ThinPrep^® System and provides an exciting growth opportunity to expand our non-gynecological business. Finally, we continue our commitment to the FirstCyte^® Breast Test, a breast cancer risk assessment tool, and expect to initiate an outcomes study to further define the value of ductal lavage cytology in high-risk women.”

Cytyc management will discuss fourth quarter results, business highlights and future expectations during a conference call on January 28, at 5:30 p.m. (Eastern). The call will be hosted by Patrick Sullivan, chairman, president, and chief executive officer; Daniel Levangie, executive vice president; Leslie Teso-Lichtman, vice president, controller, acting chief financial officer and treasurer; and Christopher Bleck, vice president of commercial operations. A live webcast of the call may be accessed at Cytyc’s website, http://ir.cytyc.com, and the event will be available for replay at this site approximately two hours following the call until February 9, 2004. Those without web access may access the call by dialing 973-582-2710. A telephonic replay of the call will be available through February 9, 2004, by dialing 973-341-3080 (Reservation #: 4422574).

Cytyc Corporation designs, develops, manufactures, and markets the ThinPrep^® System for use in medical diagnostic applications primarily focused on women’s health. The ThinPrep System is widely used for cervical cancer screening and is the platform from which the Company has launched its expansion into breast cancer risk assessment with the FirstCyte^® Breast Test. The ThinPrep System consists of the ThinPrep^® 2000 Processor, ThinPrep^® 3000 Processor, ThinPrep^® Imaging System, and related reagents, filters, and other supplies. Cytyc is traded on The Nasdaq Stock Market under the symbol CYTC.

Cytyc, ThinPrep^, and FirstCyte are registered trademarks of Cytyc Corporation.

Forward-looking statements in this press release are made pursuant to the provisions of Section 21E of the Securities Exchange Act of 1934. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, statements relating to the Company’s future financial condition, operating results and economic performance, and management’s expectations regarding future growth opportunities, product acceptance and business strategy, constitute forward-looking statements. These statements are based on current expectations, forecasts and assumptions that are subject to risks and uncertainties, which could cause actual outcomes and results to differ materially from those statements. Risks and uncertainties include, among others, dependence on key personnel and proprietary technology, uncertainty of product development efforts, product acceptance, management of growth, risks associated with litigation, competition and competitive pricing pressures, risks associated with the FDA regulatory approval processes and any healthcare reimbursement policies, and other risks detailed in the Company’s filings with the Securities and Exchange Commission, including under the heading “Certain Factors Which May Affect Future Results” in its 2002 Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q filed with the Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in Company expectations or events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

-TABLES TO FOLLOW-

Cytyc Corporation

Condensed Consolidated Balance Sheets

(in thousands)

	December 31, 2003		December 31, 2002
Assets
Current assets:
Cash and investment securities	$	177,897	$	163,744
Accounts receivable, net		42,070		34,066
Inventories		17,801		11,012
Other current assets		4,859		9,777
Total current assets		242,627		218,599
Property and equipment, net		32,561		27,281
Other assets, net		115,712		115,746
Total Assets	$	390,900	$	361,626
Liabilities and Stockholders’ Equity
Current liabilities	$	32,920	$	36,585
Non-current liabilities		4,349		313
Stockholders’ equity		353,631		324,728
Total Liabilities and Stockholders’ Equity	$	390,900	$	361,626

Cytyc Corporation

Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

	Three Months Ended December 31,
	2003		2002
Net sales	$	78,294	$	66,743
Cost of sales		15,781		12,952
Gross profit		62,513		53,791
Operating expenses:
Research and development		3,735		2,640
Sales and marketing		19,346		18,844
General and administrative		8,297		3,808
Total operating expenses		31,378		25,292
Income from operations		31,135		28,499
Other income, net:
Interest income		541		762
Other income (expense)		309		(354	)
Total other income, net		850		408
Income before provision for income taxes		31,985		28,907
Provision for income taxes		12,482		10,990
Net Income	$	19,503	$	17,917
Net income per common and potential common share:
Basic	$	0.18	$	0.16
Diluted	$	0.17	$	0.15
Weighted average common and potential common shares outstanding:
Basic		109,694		115,185
Diluted		111,633		116,868

Cytyc Corporation

Consolidated Statements of Income

(in thousands, except per share data)

	Twelve Months Ended December 31,
	2003		2002
Net sales	$	303,060	$	236,493
Cost of sales		57,420		48,622
Gross profit		245,640		187,871
Operating expenses:
Research and development		14,724		14,524
Sales and marketing		79,547		69,971
General and administrative		28,008		23,125
Expenses related to terminated merger		—		5,705
Total operating expenses		122,279		113,325
Income from operations		123,361		74,546
Other income, net:
Interest income		2,425		3,505
Other income (expense)		197		(794	)
Total other income, net		2,622		2,711
Income before provision for income taxes		125,983		77,257
Provision for income taxes		49,763		29,363
Net income	$	76,220	$	47,894
Net income per common and potential common share:
Basic	$	0.69	$	0.40
Diluted	$	0.68	$	0.39
Weighted average common and potential common shares outstanding:
Basic		110,983		120,114
Diluted		112,807		122,782