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| HOLX > SEC Filings for HOLX > Form 8-K on 16-Nov-2012 | All Recent SEC Filings |
16-Nov-2012
Results of Operations and Financial Condition, Financial Statements and Exhibits
On November 12, 2012, Hologic, Inc., a Delaware corporation (the "Company"), issued a press release announcing its financial results for the fourth quarter and year ended September 29, 2012 and hosted a conference call to discuss those results.
A copy of the press release was furnished as an exhibit to a Form 8-K filed by the Company November 13, 2012 and is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. A copy of the written transcript of the conference call is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference. Supplemental information regarding certain non-GAAP financial measures and a reconciliation of those measures to the most comparable GAAP financial measures is attached hereto as Exhibit 99.3 and is incorporated herein in its entirety by reference.
Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including Exhibits 99.1, 99.2, and 99.3, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. The information presented
in the exhibits hereto contains forward-looking information that involves risks
and uncertainties, including statements about the Company's plans, objectives,
expectations and intentions. Such statements include, without limitation:
financial or other information based upon or otherwise incorporating judgments
or estimates relating to future performance, events or expectations; the
Company's positioning and expectations for future growth; the anticipated
benefits of the Gen-Probe acquisition; and the Company's outlook and financial
and other guidance. These forward-looking statements are based upon assumptions
made by the Company as of the date hereof and are subject to known and unknown
risks and uncertainties that could cause actual results to differ materially
from those anticipated. Risks and uncertainties that could adversely affect the
Company's business and prospects, and otherwise cause actual results to differ
materially from those anticipated, include without limitation: U.S., European
and general worldwide economic conditions and related uncertainties; the
Company's reliance on third-party reimbursement policies to support the sales
and market acceptance of its products, including the possible adverse impact of
government regulation and changes in the availability and amount of
reimbursement and uncertainties for new products or product enhancements;
uncertainties regarding the recently enacted or future healthcare reform
legislation, including associated tax provisions, or budget reduction or other
cost containment efforts; changes in guidelines, recommendations and studies
published by various organizations that could affect the use of the Company's
products; uncertainties inherent in the development of new products and the
enhancement of existing products, including FDA approval and/or clearance and
other regulatory risks, technical risks, cost overruns and delays; the risk that
products may contain undetected errors or defects or otherwise not perform as
anticipated; risks associated with acquisitions, including without limitation,
the Company's ability to successfully integrate acquired businesses, the risks
that the acquired businesses may not operate as effectively and efficiently as
expected even if otherwise successfully integrated, the risks that acquisitions
may involve unexpected costs or unexpected liabilities, including the risks and
challenges associated with the Company's recent acquisition of Gen-Probe and
operations in China; manufacturing risks, including the Company's reliance on a
single or limited source of supply for key components, and the need to comply
with especially high standards for the manufacture of many of its products; the
Company's ability to predict accurately the demand for its products, and
products under development, and to develop strategies to address its markets
successfully; the early stage of market development for certain of the Company's
products; the Company's leverage risks, including the Company's obligation to
meet payment obligations and financial covenants associated with its debt; risks
related to the use and protection of intellectual property; expenses,
uncertainties and potential liabilities relating to litigation, including,
without limitation, commercial, intellectual property, employment and product
liability litigation; technical innovations that could render products marketed
or under development by the Company obsolete; competition; the risks of
conducting business internationally, including the effect of exchange rate
fluctuations on those operations; and the Company's ability to attract and
retain qualified personnel. The risks included above are not exhaustive. Other
factors that could adversely affect the combined company's business and
prospects are described in the filings made by the Company with the Securities
and Exchange
(d) Exhibits.
Exhibit
Number Description
99.1 Press release dated November 12, 2012 of Hologic, Inc. announcing its
financial results for the fourth quarter and year ended September 29,
2012 (incorporated by reference to the Company's Current Report on
Form 8-K filed November 13, 2012).
99.2 Transcript of conference call held November 12, 2012 by Hologic, Inc.
discussing its financial results for the fourth quarter and year ended
September 29, 2012.
99.3 Supplemental Information (Non-GAAP Financial Measures).
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