8-K 1 d8k.htm FORM 8-K Form 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): October 5, 2006

 


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.)

 

250 Campus Drive, Marlborough, MA   01752
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (508) 263-2900

N/A

(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 (see General Instruction A.2. below):

 

¨ 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 8.01. Other Events

On October 5, 2006, Cytyc Corporation (“Cytyc”) issued a press release announcing that, with regard to Cytyc’s unconditional A$3.25 cash per share tender offer to acquire Vision Systems Limited (“Vision”), three significant developments have occurred:

 

  the Merger Implementation Agreement between Vision and Ventana Medical Systems, Inc. (“Ventana”) has been formally terminated because Vision’s Board of Directors has determined that Cytyc’s offer is more favorable to Vision shareholders;

 

  the Australian Competition and Consumer Commission informed Cytyc on October 4 that it has extended the timeline for its investigation into any acquisition of Vision by Ventana until October 25, 2006; and

 

  the Australian Takeovers Panel announced that it has declined to hear Ventana’s challenge to Cytyc’s pre-bid acceptance agreements for the Vision shares.

The description of the press release set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed pursuant to Item 8.01:

 

Exhibit No.  

Description

99.1   Press release, dated October 5, 2006.


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: October 6, 2006


EXHIBIT INDEX

 

Exhibit No.  

Description

99.1   Press release, dated October 5, 2006.