-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C1kCpSWzRtdL+YuFw+4zqH1WsQppFMfi7OBOgrn8x2QqC26HNf4LlZEwDR6uMM8t wDMACJtxzz4QAVU309pEdg== 0000927016-00-000302.txt : 20000207 0000927016-00-000302.hdr.sgml : 20000207 ACCESSION NUMBER: 0000927016-00-000302 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990925 FILED AS OF DATE: 20000204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLOGIC INC CENTRAL INDEX KEY: 0000859737 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 042902449 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-18281 FILM NUMBER: 524147 BUSINESS ADDRESS: STREET 1: 35 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7819997300 MAIL ADDRESS: STREET 1: 590 LINCOLN STREET CITY: WALTHAM STATE: MA ZIP: 02154 10-K405/A 1 FORM 10-K405/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 25, 1999 ------------------ or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number: 0-18281 ------- Hologic, Inc. ------------- (Exact name of registrant as specified in its charter) Delaware 04-2902449 -------- ---------- (State of incorporation) (I.R.S. Employer Identification No.) 35 Crosby Drive, Bedford, Massachusetts 01730 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (781) 999-7300 -------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value Rights to purchase Common Stock Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this 10-K. X ---- The aggregate market value of the registrant's Common Stock held by non- affiliates of the registrant as of November 30, 1999 was $82,250,878 based on the price of the last reported sale on the Nasdaq National Market System on that date. As of December 16, 1999 there were 15,302,799 shares of the registrant's Common Stock, $.01 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Part III, Item 11, "Executive Compensation", of our Annual Report on Form 10-K for the fiscal year ended September 25, 1999, is hereby amended and restated as follows: Item 11. Executive Compensation. Summary Compensation Table The following table sets forth information concerning the compensation during the last three fiscal years of our Chief Executive Officer and our four other most highly compensated executive officers whose annual salary and bonus exceeded $100,000 for services in all capacities to us during the last fiscal year (the "named executive officers").
Long-Term Compensation ---------------------------------------- Name and Fiscal Annual Compensation Restricted Stock Securities Underlying All Other Principal Position Year Salary ($) Bonus ($) Awards ($)(1) Options (#) Compensation ($)(2) - -------------------- ------ --------- -------- ---------------- --------------------- ------------------- S. David Ellenbogen 1999 $244,297 --- $75,000 45,000 $3,500 Chairman and CEO 1998 $216,945 $150,000 $75,000 20,000 $3,500 1997 $201,382 $150,000 --- 25,000 $3,325 Steve L. Nakashige 1999 $200,954 --- $75,000 40,000 $3,500 President and COO 1998 $174,407 $ 75,000 $75,000 20,000 $3,500 1997 $152,441 $ 75,000 --- 20,000 $3,325 Jay A. Stein 1999 $205,759 --- --- 25,000 $3,500 Sr. Vice President 1998 $185,248 $ 25,000 --- 10,000 $3,500 Chief Technical 1997 $181,440 $ 25,000 --- 15,000 $3,325 Officer Jean Chaintreuil 1999 $228,791 --- --- 25,000 --- Vice President 1998 $244,574 $ 15,000 --- 10,000 --- European Operations 1997 $242,031 $ 15,000 --- 15,000 --- Mark A. Duerst 1999 $193,420 --- --- 25,000 $3,500 Vice President 1998 $235,347 $ 25,000 --- 10,000 $3,500 Sales and Marketing 1997 $197,909 $ 35,000 --- 15,000 $3,325
__________________ (1) Represents 2,913 restricted shares of common stock granted to each of Messrs. Ellenbogen and Nakashige on November 14, 1997 and 3,000 restricted shares of common stock on November 12, 1998. The amounts reported in this column represent the fair market value of restricted shares of common stock granted on November 14, 1997, and November 12, 1998 calculated as of the grant date. We may repurchase the underlying shares under certain circumstances before November 14, 1999 and November 12, 2000. At September 25, 1999, the aggregate number of restricted shares and fair market value of such shares on that date held by the respective named executive officers was as follows: Mr. Ellenbogen - 5,913 shares with an aggregate fair market value of $24,391 and Mr. Nakashige - 5,913 shares with an aggregate fair market value of $24,391. Dividends, if any, paid to holders of the our common stock would also be paid to holders of restricted shares. (2) The amounts reported in this column consist of our matching contribution under our 401(k) Profit-Sharing Plan. 2 Stock Option Grants in Last Fiscal Year The following table sets forth the stock options granted to our named executive officers during the fiscal year ended September 25, 1999.
Potential Realizable Value Individual Grants at Assumed Annual Rates --------------------------------------------------------------- Number of % of Total of Stock Price Appreciation Securities Options Granted Exercise for Option Term (3) ------------------- Underlying Options to Employees Price Expiration Name Granted (#) (1) in Fiscal Year ($/share)(2) Date 5% ($) 10% ($) - ---- ------------------ --------------- ------------ ---------- ------ ------- S.D. Ellenbogen 25,000 2% $13.125 11/12/08 $206,356 $522,947 20,000 2% $13.125 11/12/08 $165,085 $418,357 S. Nakashige 20,000 2% $13.125 11/12/08 $165,085 $418,357 20,000 2% $13.125 11/12/08 $165,085 $418,357 J. Stein 15,000 1% $13.125 11/12/08 $123,814 $313,768 10,000 1% $13.125 11/12/08 $ 82,542 $209,179 J. Chaintreuil 15,000 1% $13.125 11/12/08 $123,814 $313,768 10,000 1% $13.125 11/12/08 $ 82,542 $209,179 M. Duerst 15,000 1% $13.125 11/12/08 $123,814 $313,768 10,000 1% $13.125 11/12/08 $ 82,542 $209,179
_____________ (1) Options vest at the rate of 20% per year, beginning in 1998. The options were granted under our 1995 Combination Stock Option Plan. (2) The exercise price is equal to the fair market value of the stock on the date of grant. (3) The 5% and 10% assumed rates of annual compounded stock price appreciation are set forth in the rules of the SEC and do not represent our estimate or projection of future common stock prices. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values The following table sets forth certain information regarding the exercise of stock options during the fiscal year ended September 25, 1999 and the fiscal year-end value of unexercised options for our named executive officers.
Number of Securities Underlying Value of Unexercised Unexercised Options In-the-Money Options at Shares Acquired Value at Fiscal Year-End (#) Fiscal Year-End ($)(1) Name on Exercise (#) Realized ($) Exercisable / Unexercisable Exercisable/Unexercisable - ---- --------------- ------------ --------------------------- ------------------------- S. D. Ellenbogen --- --- 124,996 / 43,004 $ 56,250 / $ --- S. Nakashige --- --- 150,332 / 34,668 $ 39,375 / $ --- J. Stein --- --- 118,996 / 29,004 $ 56,250 / $ --- J. Chaintreuil --- --- 32,332 / 35,668 $ 3,500 / $ --- M. Duerst --- --- 57,164 / 20,336 $ 8,750 / $ ---
___________________ (1) Based upon the $ 4.125 closing market price of our common stock as reported on the Nasdaq National Market on September 25, 1999 minus the respective option exercise price. 3 Compensation of Directors In fiscal 1999, each non-employee director received (i) an annual retainer of $12,000, payable $3,000 per quarter, (ii) a director's meeting fee of $1,500 for each meeting of the Board of Directors at which the director was physically present and $600 for each meeting at which the director participated by telephone and (iii) a committee meeting fee for each meeting of a committee of the Board of Directors at which the director was physically present, in the amount of $1,200 if the meeting was held on a day other than the day of the meeting of the Board of Directors and $600 if held on the same day as the meeting of the Board of Directors, but no fee if the committee meeting was held at the same time or immediately in conjunction with the meeting of the Board of Directors. Non-employee directors are also eligible to receive stock options pursuant to our Amended and Restated 1990 Non-Employee Director Stock Option Plan (the "Director's Plan"). The Director's Plan provides that each eligible director will receive an option to purchase 10,000 shares of common stock at the time the director is first elected to the Board of Directors. These options become exercisable in increments of 2,000 shares over a five year period for each year that the director remains affiliated with us. Each director who has served as a director for a full fiscal year will be granted an option to purchase an additional 8,000 shares of common stock on December 15 of each year, provided he or she continues to be an eligible director, until the director has received options to purchase 44,000 additional shares. These options become exercisable in full six months after the date of grant. The exercise price for all options granted under the Director's Plan is the fair market value of the common stock at the time the option is granted. The exercise price may be paid in cash, with common stock (valued at fair market value on the date of purchase), or by a combination of cash and common stock. On December 15, 1998, options to purchase 8,000 shares of common stock, at an exercise price of $11.00 per share, were granted to each of Messrs. Jacobs and Segel and Dr. Peck and Ms. Ullian under the Director's Plan. There are no remaining shares available for issuance under this plan. Beginning in 1999, non-employee directors are eligible to receive stock options pursuant to our 1999 Equity Incentive Plan (the "1999 Plan"). The 1999 Plan provides that, unless otherwise determined by the Board of Directors, each of our directors who is not also one of our employees shall automatically be granted a nonqualified option to acquire 25,000 shares of common stock as of the date he or she is first elected to the Board or, with respect to such directors serving on the Board as of the effective date of the 1999 Plan, as of the date of our 1999 Annual Meeting. In each case, the option price will be the fair market value of the common stock on such date and the expiration date will be the tenth anniversary thereof. Each such nonqualified option will become exercisable in 20% installments beginning on January 1 of the first year after the grant date, and on January 1 of each year thereafter, until such option is fully exercisable on January 1 of the fifth year following the grant date. Furthermore, unless otherwise determined by the Board of Directors, each of our directors who is not also one of our employees and who has served as a director for six months shall automatically be granted a nonqualified option to acquire 3,000 shares of common stock as of January 1 of each year, beginning with January 1, 2000. The option price will be the fair market value of the common stock on such date and the expiration date will be the tenth anniversary thereof. These options are exercisable on and after the date that is six months after the date of grant. On March 9, 1999, options to purchase 25,000 shares of common stock, at an exercise price of $8.875 per share, were granted to each of Messrs. Jacobs and Segel and Dr. Peck and Ms. Ullian under the 1999 Plan. 4 Executive Bonus Program The Compensation Committee of the Board of Directors approved an Executive and Key Employee Bonus Program for fiscal 2000 under which executive officers, senior management and key contributors selected by the Compensation Committee may be eligible for cash bonuses, awarded at the discretion of the Compensation Committee, to be paid in the first quarter of fiscal 2001. This program is designed to attract and retain key talent and is directly related to our success and to an overall increase in shareholder value. Under this program, executive officers are measured against a combination of strategic, divisional and individual goals to qualify for a bonus. Considerations include an evaluation of overall and divisional revenues and profitability, new product development and introductions, and improved shareholder value. Based on an evaluation of the Company's overall profitability and change in shareholder value during fiscal 1999, the Compensation Committee did not award bonuses to our executive officers in fiscal 1999. Severance Agreements Severance agreements are in effect with each of the Named Executive Officers. The agreements are intended to encourage the executives to continue to carry on their duties in the event of a change of control of Hologic. Under the terms of these agreements, if termination of an executive's employment occurs within the three-year period following a change of control of Hologic and the termination is by Hologic (or its successor) other than for cause or disability or by the executive for good reason (each as defined in the agreement), each executive will be entitled to receive, among other things, in a lump sum in cash: (i) the executive's accrued salary; (ii) a pro rata portion of such executive's highest annual bonus; (iii) if the executive has remained employed for one year following the change of control, a special bonus equal to the sum of the executive's annual salary and highest annual bonus; and (iv) a severance amount equal to $1.00 less than the executive's base amount (as defined in the tax code), multiplied by three. In addition, all unvested stock options or stock appreciation rights held by the executive shall be immediately exercisable for a one year period following the executive's termination date. The severance agreements confer no benefits prior to a change of control. In the event that any payments received by the executives in connection with a change of control are subject to the excise tax imposed upon certain change of control payments under federal tax laws or would be nondeductible to us under such laws, the agreements provide for a reduction in the amount to be paid to the executive to an amount which is one dollar less than the maximum that can be paid without subjecting the payments to such excise tax or resulting in such payments being nondeductible to us. Compensation Committee Interlocks and Insider Participation Decisions regarding executive compensation are made by the Compensation Committee of our Board of Directors, which is composed of Irwin Jacobs, William A. Peck, Gerald Segel and Elaine Ullian. The Compensation Committee also administers our Stock Incentive Plans, Executive and Key Employee Bonus Program, Performance - Bonus Plan, and 401(k) Plan. None of the members of the Compensation Committee has ever been an officer or employee of Hologic or any of our subsidiaries. Glenn P. Muir, our Vice President of Finance and Treasurer, served on the Board of Directors and the Compensation Committee of Vivid Technologies, Inc. during fiscal 1999. S. David Ellenbogen, our Chairman of the Board and Chief Executive Officer, and Jay A. Stein, our Senior Vice President and Chief Technical Officer and one of our directors, were executive officers of Vivid Technologies during fiscal 1999. 5 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. HOLOGIC, INC. By: /s/ Glenn P. Muir ----------------------------------------------- GLENN P. MUIR Vice President, Finance and Principal Financial and Accounting Officer Dated: February 3, 2000 6 -----END PRIVACY-ENHANCED MESSAGE-----