SCHEDULE 14A INFORMATION
(Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12
HOLOGIC, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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HOLOGIC, INC.
____________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 25, 2002
TO THE STOCKHOLDERS OF HOLOGIC, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Hologic,
Inc., a Delaware corporation (the "Company"), will be held on Monday, February
25, 2002 at 10:00 a.m., local time, at the offices of the Company, 35 Crosby
Drive, Bedford, Massachusetts 01730 for the following purposes:
1. To elect seven (7) directors to serve for the ensuing year and until their
successors are duly elected.
2. To ratify the appointment of Arthur Andersen LLP as independent public
accountants of the Company.
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on January 11, 2002
are entitled to notice of and to vote at the meeting and any continuation or
adjournment thereof. All stockholders are cordially invited to attend the
meeting. However, to assure your representation at the meeting, you are urged to
mark, sign, date and return the enclosed proxy as promptly as possible in the
enclosed postage-prepaid envelope. Any stockholder attending the meeting may
vote in person even if he or she returned a proxy.
By order of the Board of Directors
Lawrence M. Levy, Secretary
Bedford, Massachusetts
January 25, 2002
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IMPORTANT
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WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. EVEN IF YOU HAVE GIVEN YOUR PROXY, THE PROXY MAY BE REVOKED AT
ANY TIME PRIOR TO EXERCISE BY FILING WITH THE SECRETARY OF THE COMPANY A
WRITTEN REVOCATION, BY EXECUTING A PROXY WITH A LATER DATE, OR BY ATTENDING
AND VOTING AT THE MEETING.
THANK YOU FOR ACTING PROMPTLY.
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HOLOGIC, INC.
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PROXY STATEMENT
2002 ANNUAL MEETING OF STOCKHOLDERS
February 25, 2002
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of Directors of
Hologic, Inc. (the "Company"), for use at the Annual Meeting of Stockholders to
be held on Monday, February 25, 2002, at 10:00 a.m., local time (the "Annual
Meeting"), or at any continuation or adjournment thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting of Stockholders.
The Annual Meeting will be held at the offices of the Company, 35 Crosby Drive,
Bedford, Massachusetts 01730. This proxy statement, the accompanying notice of
the Annual Meeting, proxy card and the annual report to stockholders are first
being mailed to stockholders on or about January 25, 2002.
Record Date, Stock Ownership and Voting
Only stockholders of record at the close of business on January 11, 2002,
are entitled to receive notice of and to vote at the Annual Meeting. At the
close of business on January 11, 2002 there were outstanding and entitled to
vote 18,891,277 shares of common stock of the Company, par value $.01 per share
("Common Stock"). Each stockholder is entitled to one vote for each share of
Common Stock.
The affirmative vote of the holders of a plurality of the shares of Common
Stock present in person or represented by proxy and entitled to vote at the
Annual Meeting is required for the election of directors. The affirmative vote
of a majority of the shares of Common Stock present in person or represented by
proxy and entitled to vote at the Annual Meeting is required for the
ratification of Arthur Andersen LLP as the Company's independent public
accountants. A majority of the shares of Common Stock outstanding and entitled
to vote is required to be present or represented by proxy at the Annual Meeting
in order to constitute the quorum necessary to take action at the Annual
Meeting.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspector of elections appointed for the Annual Meeting. The inspector of
elections will treat abstentions as shares of Common Stock that are present and
entitled to vote for purposes of determining a quorum. Abstentions will have no
effect on the outcome of the vote for the election of directors, but will have
the effect of a vote cast against the ratification of the auditors. Shares of
Common Stock held of record by brokers who do not return a signed and dated
proxy or do not comply with the voting instructions will not be considered
present at the Annual Meeting, will not be counted towards a quorum and will not
be voted in the election of directors or ratification of the auditors. Shares of
Common Stock held of record by brokers who return a signed and dated proxy or
comply with the voting instructions but who fail to vote on the election of
directors or the ratification of the auditors will be considered present at the
Annual Meeting and will count toward the quorum but will have no effect on the
proposal not voted.
Revocability of Proxies
Any person giving a proxy in the form accompanying this proxy statement
has the power to revoke it at any time before it is voted. It may be revoked by
filing with the Secretary of the Company at the Company's principal executive
office, 35 Crosby Drive, Bedford, Massachusetts 01730, written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the Annual Meeting and voting in person.
Solicitation
All costs of this solicitation of proxies will be borne by the Company.
The Company has retained American Stock Transfer & Trust Company to aid in the
solicitation of proxies from stockholders, banks and other institutional
nominees. The fees and expenses of such firm are not expected to exceed $10,000.
The Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their reasonable expenses incurred in forwarding
solicitation materials to such beneficial owners. Original solicitation of
proxies by mail may be supplemented by telephone, telegram, or personal
solicitations by directors, officers, or employees of the Company. No additional
compensation will be paid for any such services.
Deadline for Receipt of Stockholder Proposals; Discretionary Authority of
Proxies
Stockholder proposals for inclusion in the Company's proxy materials
for the Company's 2003 Annual Meeting of Stockholders must be received by the
Company no later than September 27, 2002. These proposals must also meet the
other requirements of the rules of the Securities and Exchange Commission
relating to stockholder proposals.
Stockholders who wish to make a proposal at the Company's 2003 Annual
Meeting - other than one that will be included in the Company's proxy materials
- should notify the Company no later than December 11, 2002. If a stockholder
who wishes to present such a proposal fails to notify the Company by this date,
the proxies that management solicits for the meeting will have discretionary
authority to vote on the stockholder's proposal if it is properly brought before
the meeting. If a stockholder makes a timely notification, the proxies may still
exercise discretionary voting authority under circumstances consistent with the
proxy rules of the Securities and Exchange Commission.
PROPOSAL 1
ELECTION OF DIRECTORS
A board of seven (7) directors is to be elected at the Annual Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the Board of Directors' nominees named below. All nominees are
currently directors of the Company. In the event that any nominee is unable or
declines to serve as a director at the time of the Annual Meeting, the proxies
will be voted for the nominee, if any, who shall be designated by the present
Board of Directors to fill the vacancy. It is not expected that any nominee will
be unable or will decline to serve as director. The proposed nominees are not
being nominated pursuant to any arrangement or understanding with any person.
The term of office of each person elected as a director will continue until the
next Annual Meeting of Stockholders or until a successor has been elected and
qualified.
Set forth below is certain biographical information regarding the nominees,
including information furnished by them as to their principal occupation for at
least the last five (5) years, certain other directorships held by them and
their ages as of January 11, 2002.
Director
Name Age Position Since
---- --- -------- -----
Jay A. Stein 59 Chairman of the Board and
Chief Technical Officer 1985
John W. Cumming 55 Chief Executive Officer, President and
Director 2001
Glenn P. Muir 42 Executive Vice President, Finance and
Administration, Treasurer and
Director 2001
Irwin Jacobs 64 Director 1990
William A. Peck 68 Director 1990
Gerald Segel 80 Director 1990
Elaine Ullian 54 Director 1996
Dr. Stein, a co-founder and the Chief Technical Officer of the Company, has
served as Executive or Senior Vice President, Chief Technical Officer and a
director of the Company since its organization in October 1985 and as Chairman
of the Company's Board of Directors since June 2001. In addition, from June 22,
2001 to July 31, 2001, Dr. Stein served as the Company's interim Chief Executive
Officer after the unexpected death of S. David Ellenbogen, the Company's former
Chairman and Chief Executive Officer. Prior to co-founding the Company, Dr.
Stein served as Vice President and Technical Director of Diagnostic Technology,
Inc. ("DTI"), which he co-founded with S. David Ellenbogen in 1981. DTI, which
developed an X-ray product for digital angiography, was acquired in 1982 by
Advanced Technology Laboratories, Inc. ("ATL"), a wholly-owned subsidiary of
Squibb Corporation. Dr. Stein served as Technical Director of the digital
angiography group of ATL from 1982 to 1985. Dr. Stein received a Ph.D. in
Physics from The Massachusetts Institute of Technology. He is the principal
author of fifteen patents involving X-ray technology. From July 1989 to January
2000, Dr. Stein was also the Senior Vice President, Technical Director and a
director of Vivid Technologies, Inc. ("Vivid") pursuant to a management
agreement between the Company and Vivid. On January 13, 2000, PerkinElmer
completed the purchase of Vivid and Dr. Stein relinquished all positions and
duties with Vivid.
Mr. Cumming was appointed to the positions of Chief Executive Officer,
President and a director in July 2001. Prior to that, Mr. Cumming held the
position of Senior Vice President and
President, Lorad, since joining the Company in August 2000. Prior to joining the
Company, Mr. Cumming served as President and Managing Director of Health Care
Markets Group, a strategic advisory and investment banking firm he founded in
1984. Prior to forming Health Care Markets Group, Mr. Cumming was Vice
President/Division Manager for Elscint, Inc., a full line manufacturer of
diagnostic imaging equipment. He became a member of Elscint's management team
through the acquisition of Xonics Medical Systems in 1983, where he served as
Director of Sales & Marketing. Mr. Cumming joined Xonics through the acquisition
of Radiographic Development (medical imaging), where he served as Vice
President, Sales & Marketing. Mr. Cumming currently serves on the Board of
Directors of MRPnet, Inc., an internet application provider to the healthcare
industry, Century Capital, an investment banking firm specializing in the
biosciences fields, and Health Care Markets Group.
Mr. Muir, a Certified Public Accountant, was appointed to the Company's
Board of Directors in July 2001, and has held the positions of Executive Vice
President, Finance and Administration and Treasurer since September 2000. Prior
to that, Mr. Muir served as the Company's Vice President of Finance and
Treasurer since February 1992 and Controller since joining the Company in
October 1988. From 1986 to 1988, Mr. Muir was Vice President of Finance and
Administration and Chief Financial Officer of Metallon Engineered Materials
Corp., a manufacturer of composite materials. Mr. Muir received an MBA from the
Harvard Graduate School of Business Administration in 1986.
Mr. Jacobs has been a director of the Company since January 1990. Mr.
Jacobs, currently retired, was the President of Dataviews, Inc., a company that
manufactures and distributes software products, from January 1992 to September
1997. From May 1990 to December 1990, Mr. Jacobs was a Vice President of Ask
Computers, Inc., a computer system developer. From 1987 to May 1990, Mr. Jacobs
was the President and Chairman of the Board of Directors of Perception
Technology Corp., a manufacturer of voice response systems. Mr. Jacobs was
formerly a Vice President of Digital Equipment Corporation.
Dr. Peck has been a director of the Company since January 1990. In
1989, Dr. Peck became the Vice Chancellor for Medical Affairs at Washington
University (Executive Vice Chancellor since 1993) and Dean of the Washington
University School of Medicine in St. Louis, Missouri. From 1976 until his
appointment as Vice Chancellor, Dr. Peck was a Professor of Medicine and the
Co-Chairman of the Department of Medicine at Washington University, and the
Physician-in-Chief at the Jewish Hospital of St. Louis. Dr. Peck is a member of
the Board of Trustees of the National Osteoporosis Foundation and served as its
President from 1985 to 1990. Dr. Peck also serves as a director of Allied
Healthcare Products, Inc., Angelica Corporation, Reinsurance Group of America,
Inc. and TIAA-CREF Trust Company.
Mr. Segel has been a director of the Company since March 1990. Mr.
Segel, currently retired, was Chairman of the Board of Tucker Anthony
Incorporated from January 1987 to May 1990. From 1983 through January 1987, he
served as President of Tucker Anthony Incorporated. Mr. Segel also serves as a
director of Boston Communications Group, Inc. and served as a director of Vivid
until January 2000.
Ms. Ullian has been a director of the Company since February 1996.
Since 1996, Ms. Ullian has served as President and Chief Executive Officer of
Boston Medical Center, the successor of Boston University Medical Center
Hospital. In April 1994, Ms. Ullian was appointed President and Chief Executive
Officer of Boston University Medical Center Hospital. From January 1987 to March
1994, Ms. Ullian held the position of President and Chief Executive Officer of
Faulkner Corporation/Faulkner Hospital. From 1984 to 1987, she was Vice
President for Clinical Operations at New England Medical Center. Ms. Ullian also
serves as a director of Vertex Pharmaceuticals and Thermo Electron Corp.
Board of Directors' Meetings and Committees
The Board of Directors met five times for regular meetings and held
nine special meetings during the year ended September 29, 2001. Each director,
except for Ms. Ullian who attended six of the ten meetings of the Board or
Committee on which she served, attended at least 75% of the meetings of the
Board of Directors and each Committee on which they served.
Standing committees of the Board include an Executive Committee, an
Audit Committee and a Compensation Committee. The Board does not have a
nominating committee or a committee performing a similar function.
Messrs. Jacobs and Segel and Dr. Stein are currently the members of the
Executive Committee. The Executive Committee did not meet formally during fiscal
2001. The Executive Committee has all the powers and authority of the Board of
Directors, except those powers that may not lawfully be delegated by the Board
of Directors and except those specific powers delegated by the Board of
Directors to any other committee appointed by it.
Messrs. Jacobs and Segel and Dr. Peck, are currently the members of the
Audit Committee. Each member of the Audit Committee is "independent" as such
term is defined under the listing standards of the Nasdaq National Market. The
Audit Committee operates pursuant to a written charter (the "Audit Committee
Charter") which was approved and adopted by the Board of Directors. A copy of
the Audit Committee Charter was filed with the Securities and Exchange
Commission as Appendix A to the Company's Proxy Statement for the Annual Meeting
of Stockholders held on March 6, 2001. Under the provisions of the Audit
Committee Charter, the Audit Committee is responsible for, among other things:
recommending to the Board of Directors the nomination of the Company's
independent auditor; reviewing and monitoring the Company's financial reporting
process and internal control systems; reviewing the Company's annual financial
statements, the scope of the audit and the role and performance of the
independent auditor; reviewing the independence of the independent auditors;
providing an open avenue for communication between the independent auditor,
management and the Board of Directors; and reviewing its Audit Committee Charter
annually. The Audit Committee held four meetings during fiscal 2001. See "Audit
Committee Report" below.
Messrs. Jacobs and Segel, Dr. Peck and Ms. Ullian are currently the
members of the Company's Compensation Committee. During fiscal 2001, the
Compensation Committee met three times. The Compensation Committee determines
the compensation to be paid to key officers of the Company and administers the
Company's stock incentive plans, Executive and Key Employee Bonus Program, Trex
Acquisition Bonus Plan, Performance-Bonus Plan, employee stock purchase plans,
and 401(k) Plan.
AUDIT COMMITTEE REPORT
In connection with the issuance of the Company's Annual Report on Form
10-K for the fiscal year ended September 29, 2001, the Audit Committee:
1. Reviewed and discussed the Company's audited financial statements
for the fiscal year ended September 29, 2001 with the management
personnel.
2. Discussed with Arthur Andersen LLP, the Company's independent
auditors, the matters required to be discussed by the Auditing
Standards Board Statement of Auditing Standards (SAS) No. 61, as
amended.
3. Requested and obtained from, and discussed with, the independent
auditors the written disclosures and the letter required by
Independent Standards Board (ISB) No. 1, as amended, that the
auditors were in all respects independent.
Based on the review and discussions referred in paragraph numbers (1) -
(3) above, the Committee recommended to the Board of Directors that the audited
financial statements for the fiscal year ended September 29, 2001 be included in
the Company's Annual Report on Form 10-K for the fiscal year ended September 29,
2001.
In connection with the issuance of the foregoing report, the Audit
Committee advises you of the following: Management is responsible for the
Company's financial reporting process including its system of internal control,
and for the preparation of consolidated financial statements in accordance with
generally accepted accounting principles. The Company's independent auditors are
responsible for auditing those financial statements. The Audit Committee's
responsibility is to monitor and review these processes. It is not duty or
responsibility of the Audit Committee to conduct auditing or accounting reviews
or procedures. Members of the Audit Committee are not and may not be employees
of the Company, and they may not represent themselves to be or to serve as,
accountants or auditors by profession or experts in the fields of accounting or
auditing. Therefore, the Audit Committee has relied, without independent
verification, on management's representation that the financial statements have
been prepared with integrity and objectivity and in conformity with accounting
principles generally accepted in the United States of America and on the
representations of the independent auditors included in their report on the
Company's financial statements. The Audit Committee's oversight does not provide
the members of the Audit Committee with an independent basis to determine that
management has maintained appropriate accounting and financial reporting
principles or policies, or appropriate internal controls and procedures designed
to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
with management and the independent auditors do not assure that the Company's
financial statements are presented in accordance with generally accepted
accounting principles, that the audit of the Company's financial statements has
been carried out in accordance with generally accepted auditing standards or
that the Company's independent accountants are in fact "independent."
THE AUDIT COMMITTEE:
Gerald Segel, Chairman
Irwin Jacobs
William A. Peck
Independent Auditor Fees
Audit Fees. Arthur Andersen LLP billed the Company an aggregate of $298,000
for professional services rendered by it in connection with its audit of the
Company's financial statements for the fiscal year ended September 29, 2001 and
its review of the Company's quarterly reports on Form 10-Q during fiscal 2001.
Financial Information Systems Design and Implementation. Arthur Andersen
LLP did not render any services to the Company for financial information systems
design and implementation during fiscal 2001.
All Other Fees. Arthur Andersen LLP billed the Company an additional
$466,000 for professional services rendered during fiscal 2001 which are not
otherwise described above. These fees included $346,000 of audit related fees.
Audit related fees include those related to assisting with the Company's 8KA
filing, litigation support services and accounting consultation. All other fees
also include $120,000 for tax-related services, including tax advice and
research and the assistance with the preparation and filing of tax returns.
The Audit Committee has considered whether Arthur Andersen's provision of
services other than services rendered in connection with the audit of the
Company's annual financial statements is compatible with maintaining their
independence.
Compensation of Directors
In fiscal 2001, 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 on which the director served and 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.
In the past, non-employee directors were granted stock options pursuant to
the Company's Amended and Restated 1990 Non-Employee Director Stock Option Plan
(the "Director's Plan"). There are no remaining shares available for issuance
under this plan, however, there are options to purchase 148,000 shares that were
previously granted and are still outstanding and eligible to be exercised.
Accordingly, the terms of the Director's Plan are still in effect. The exercise
price for all options granted under the Director's Plan is the fair market value
of the Common Stock on the date of the option grant. 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.
Beginning in 1999, non-employee directors became eligible to receive stock
options pursuant to the Company's 1999 Equity Incentive Plan (the "1999 Plan").
The 1999 Plan provides that, unless otherwise determined by the Board of
Directors, each director of the Company who is not an employee of the Company
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. In each case, the option price will be
the fair market value of the Common Stock on the date of grant 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.
The 1999 Plan also provides that, unless otherwise determined by the Board
of Directors, each director of the Company who is not an employee of the Company
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. 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 January 1, 2001, options to purchase 3,000 shares of Common Stock,
at an exercise price of $5.3125 per share, were granted to each of Messrs.
Jacobs and Segel and Dr. Peck and Ms. Ullian under the 1999 Plan.
The Board of Directors is authorized to increase annually the number of
shares of Common Stock available for issuance under the 1999 Plan, subject to
certain limitations. Effective on September 30, 2001, the Board of Directors
increased the number of shares available under the 1999 Plan by 380,000 shares
bringing the total shares available for issuance under the 1999 Plan to
1,440,000 shares.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends that the stockholders ratify the
selection of Arthur Andersen LLP as independent public accountants to examine
the consolidated financial statements of the Company and its subsidiaries for
the fiscal year ending September 28, 2002. Arthur Andersen LLP has audited the
Company's financial statements annually since 1986 and the Board of Directors
believes it is desirable and in the best interests of the Company to continue
employment of that firm. The affirmative vote of a majority of the Company's
Common Stock present in person or represented by proxy and entitled to vote at
the Annual Meeting is required to ratify the appointment of Arthur Andersen LLP
as the Company's independent public accountants. Action by stockholders is not
required by law in the appointment of independent public accountants, but their
appointment is submitted to the stockholders by the Board of Directors in order
to provide the stockholders with a voice in the designation of the Company's
independent public accountants. If the appointment is not ratified by the
stockholders, the Board of Directors will reconsider its choice of Arthur
Andersen LLP as the Company's independent public accountants. For a discussion
of the fees paid to Arthur Andersen LLP during the fiscal year ended September
29, 2001, please see "Independent Auditor Fees."
A representative of Arthur Andersen LLP will be present at the meeting to
make a statement if such representative desires to do so and to respond to
appropriate questions.
OTHER INFORMATION
SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of January 11, 2002
with respect to the beneficial ownership of the Company's Common Stock of each
director, each nominee for director, each named executive officer in the Summary
Compensation Table under "Executive Compensation" below, all current executive
officers and directors as a group, and each person known by the Company to be
the beneficial owner of 5% or more of the Company's Common Stock. This
information is based upon information received from or on behalf of the named
individuals or from publicly available information and filings by or on behalf
of those persons with the Securities and Exchange Commission.
Beneficial Ownership (1)
------------------------
Name of Number Percent of
Beneficial Owner of Shares Common Shares
---------------- --------- -------------
5% Beneficial Owners:
Dimensional Fund Advisors, Inc. 1,435,727 7.6%
1299 Ocean Avenue
Santa Monica, CA 90401
Kahn Brothers & Company, Inc. (2) 1,281,350 6.8%
555 Madison Avenue
New York, NY 10022
Officers and Directors:
The Estate of S. David Ellenbogen (3) 600,915 3.2%
Jay A. Stein (4) 433,392 2.3%
Steve L. Nakashige (5) 12,098 *
John W. Cumming (6) 130,316 *
Glenn P. Muir (6) 162,773 *
Mark A. Duerst (6) 78,767 *
Peter Soltani (6) 9,236 *
Irwin Jacobs (6) 65,000 *
William A. Peck (6) 51,000 *
Gerald Segel (6) 68,000 *
Elaine Ullian (6) 55,900 *
All current directors and executive officers as a group
(12 persons) (6) 1,674,148 8.5%
---------------------
* Less than one percent.
(1) Unless otherwise noted, each person identified possesses sole voting and
investment power with respect to the shares listed.
(2) According to an amended Schedule 13G filed by Kahn Brothers & Company, Inc.
with the Securities and Exchange Commission on January 31, 2001, Kahn Brothers &
Company, Inc. has neither shared nor sole voting power over the shares and has
only shared dispositive power with respect to the shares.
(3) Includes (i) 69,710 shares held by, or in trust for, Mr. Ellenbogen's
children and grandchildren and (ii) 7,150 shares held by Mr. Ellenbogen as
trustee. The beneficial ownership of such shares was previously disclaimed by
Mr. Ellenbogen. Also includes options to purchase 162,829 shares of Common Stock
which are exercisable within 60 days after January 11, 2002. In June 2001, Mr.
Ellenbogen unexpectedly passed away. The shares held by Mr. Ellenbogen are in
the process of being transferred to his estate.
(4) Includes (i) 7,230 shares held by, or in trust, for Dr. Stein's children
and (ii) 23,170 shares held by Dr. Stein as trustee or custodian, all of which
shares Dr. Stein disclaims beneficial ownership. Also includes options to
purchase 152,079 shares of Common Stock which are exercisable within 60 days
after January 11, 2002.
(5) On July 27, 2001 Mr. Nakashige resigned from his positions as President,
Chief Operating Officer and a director.
(6) Includes the following shares subject to options which are exercisable
within 60 days after January 11, 2002: Mr. Cumming - 127,916; Mr. Muir -
142,665; Mr. Duerst - 75,247; Dr. Soltani - 9,062; Mr. Jacobs - 63,000; Dr. Peck
- 51,000; Mr. Segel - 63,000; Ms. Ullian - 55,000; and all current directors and
executive officers as a group - 920,293.
EXECUTIVE OFFICERS
The names of the executive officers of the Company who are not directors of
the Company, and certain biographical information furnished by them, are set
forth below:
Name Age Title
---- --- -----
Mark A. Duerst 45 Senior Vice President, Worldwide Sales
Peter C. Kershaw 48 Vice President and General Manager, Lorad
Peter Soltani 40 Vice President and General Manager,
Direct Radiography Corp.
Eric von Stetten 39 Vice President and General Manager,
Osteoporosis Assessment
Executive officers are chosen by and serve at the discretion of the Board
of Directors of the Company.
Mark A. Duerst was appointed as the Company's Senior Vice President,
Worldwide Sales in April 2001. Prior to that, Mr. Duerst served as Senior Vice
President and General Manager of International Sales from September 2000, served
as Vice President of Sales from 1994 to 2000 and in other sales management
positions since joining the Company in 1989. From 1988 to 1989, Mr. Duerst was
an independent marketing and sales consultant and from 1983 to 1987, he was
Director of Sales and Marketing of Lunar Corporation.
Peter C. Kershaw was appointed as the Company's Vice President and General
Manager, Lorad in July 2001. Prior to joining the Company, Mr. Kershaw was
President of Bespak Medical Device Division from 1998 to 2001 and held the
position of Vice President and General Manager of such company from 1996 to
1998. From 1991 to 1996, Mr. Kershaw was Vice President of Operations at Bard
Cardiology, a division of C.R. Bard and served as Director of Manufacturing from
1989 to 1991. Prior thereto, Mr. Kershaw was with Johnson & Johnson Orthopedics
serving in a variety of engineering and manufacturing management roles from 1982
to 1989.
Peter Soltani joined the Company in November 2000 as Vice President and
General Manager of Direct Radiography Corp. Prior to joining the Company, Dr.
Soltani served as General Manager, NDT Business Group, Digital Systems at AGFA
Corporation from 1999 to November 2000. From 1994 to 1999, Dr. Soltani served as
General Manager, Imaging Systems Division of Liberty Technologies, a division of
Crane Nuclear, Inc. Prior to joining Liberty Technologies, Dr. Soltani was with
Quantex Corporation, serving as Vice President, Technology from 1992 to 1994,
Director, Product Development from 1990 to 1992 and as a Senior Staff Scientist
from 1986 to 1990. Dr. Soltani is the principal author or co-author of a number
of patents related to digital imaging technologies and has published numerous
articles on digital imaging. Dr. Soltani received a Ph.D. in Materials
Engineering from the University of Maryland in 1994.
Eric von Stetten has held numerous positions with the Company since joining
the Company in 1990. Dr. von Stetten was appointed to his current position of
Vice President and General Manager, Osteoporosis Assessment in September 2000
and served as Scientific Director for the Company's bone densitometry products
from 1999 to 2000. Prior thereto, Dr. von Stetten held the position of Director,
Ultrasound Technologies from 1996 to 1999 and Principal Scientist from 1993 to
1996. Dr. von Stetten is the principal author or co-author of several patents
related to osteoporosis testing devices and has published numerous papers on
osteoporosis assessment technologies. Dr. von Stetten received a Ph.D. in
Experimental Solid State Physics from Brandeis University in 1990.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation
during the last three fiscal years of the Company's Chief Executive Officers,
the four other most highly compensated executive officers whose annual salary
and bonus exceeded $100,000 for services in all capacities to the Company during
the last fiscal year who were serving as executive officers at the end of the
last fiscal year and one additional individual who would have been one of the
four most highly compensated executive officers, but for the fact that such
individual was not serving as an executive officer at the end of the last fiscal
year (the "named executive officers").
Long-Term Compensation
---------------------------------------
Name and Fiscal Annual Compensation Restricted Stock Securities Underlying All Other
Principal Position Year Salary ($) Bonus ($) Awards ($)(1) Options (#) Compensation ($)(2)
----------------------- ----- --------------------- ------------- --------------------- -------------------
S. David Ellenbogen* 2001 $233,547 --- $ 41,628 20,000 $ 2,625
Chairman and CEO 2000 $251,480 --- --- 20,000 $ 2,625
1999 $244,297 --- $ 75,000 45,000 $ 3,500
Steve L. Nakashige (3) 2001 $220,542 --- $ 41,628 20,000 $ 2,625
President and COO 2000 $206,444 $ 50,000 (5) --- 25,000 $ 2,625
1999 $200,954 --- $ 75,000 40,000 $ 3,500
John W. Cumming (4) 2001 $302,262 --- --- 220,000 ---
President and CEO
Jay A. Stein 2001 $191,376 --- $ 41,628 20,000 $ 2,625
Chairman of the Board, 2000 $196,476 --- --- 10,000 $ 2,625
Interim CEO and Chief 1999 $205,759 --- --- 25,000 $ 3,500
Technical Officer
Glenn P. Muir 2001 $205,225 --- $ 41,628 70,000 $ 2,625
Executive Vice President 2000 $199,801 $ 50,000 (5) --- 25,000 $ 2,625
Finance and Administration 1999 $182,695 --- $ 75,000 40,000 $ 2,775
Mark A. Duerst 2001 $267,994 --- --- 20,000 $ 2,625
Sr. Vice President 2000 $217,788 --- --- 10,000 $ 2,625
Worldwide Sales 1999 $193,420 --- --- 25,000 $ 3,500
Peter Soltani (6) 2001 $158,927 --- --- 47,500 $ 1,000
Vice President and GM
Direct Radiography Corp.
________________
* On June 21, 2001, S. David Ellenbogen, the Company's co-founder, Chairman and
Chief Executive Officer, unexpectedly passed away. From June 22, 2001 through
July 30, 2001, Dr. Jay A. Stein served as the Company's interim Chief Executive
Officer and on July 31, 2001, the Company's Board of Directors appointed John W.
Cumming, to serve as the Company's Chief Executive Officer, President and a
director.
(1) Represents 3,000 restricted shares of Common Stock granted to each of
Messrs. Ellenbogen, Nakashige and Muir on November 12, 1998 and 6,000 restricted
shares of Common Stock granted to Messrs. Ellenbogen, Nakashige and Muir and Dr.
Stein on November 9, 2000. The amounts reported in this column represent the
fair market value of restricted shares of Common Stock granted on November 12,
1998, and November 9, 2000 calculated as of the grant date. At September 29,
2001, 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 - 11,913 shares with an aggregate fair market value of
$60,161, Dr. Stein - 6,000 shares with an aggregate fair market value of
$30,300, Mr. Nakashige - 11,913 shares with an aggregate fair market
value of $60,161 and Mr. Muir - 11,913 shares with an aggregate fair market
value of $60,161. Dividends, if any, paid to holders of the Company's Common
Stock would also be paid to holders of restricted shares.
(2) The amounts reported in this column consist of the Company's matching
contribution under its 401(k) Profit-Sharing Plan. For fiscal 2001 the matching
contribution was made in shares of the Company's Common Stock, valued at the
fair market value on the date of contribution in October 2001.
(3) On July 27, 2001, Mr. Nakashige resigned from his positions as
President, Chief Operating Officer and a director of the Company.
(4) In July 2001, Mr. Cumming was appointed by the Company's Board of
Directors as the Company's Chief Executive Officer, President and a director.
(5) Represents the amount paid under the Trex Acquisition Bonus Plan in the
first quarter of fiscal 2001.
(6) Dr. Soltani joined the Company in November 2000.
Stock Option Grants in Last Fiscal Year
The following table sets forth the stock options granted to the
Company's named executive officers during the fiscal year ended September 29,
2001.
Potential Realizable Value
Individual Grants at Assumed Annual Rates
-------------------------------------------------------------- of Stock Price Appreciation
Number of % of Total for Option Term 3)
Securities Options Granted Exercise -------------------------------
Underlying Options to Employees Price Expiration
Name Granted (#)(1) in Fiscal Year ($/share)(2) Date 5% ($) 10% ($)
------------ -------------------- --------------- ------------ --------- -------- -------
S. D. Ellenbogen 5,000 .3% $5.00 10/25/10 $ 15,722 $ 39,844
15,000 1% $6.94 11/09/10 $ 65,444 $ 165,849
S. Nakashige 5,000 .3% $5.00 10/25/10 $ 15,722 $ 39,844
15,000 1% $6.94 11/09/10 $ 65,444 $ 165,849
J. Cumming 70,000 4.6% $5.00 10/25/10 $220,113 $ 557,810
150,000 9.8% $5.78 07/31/11 $545,252 $1,381,775
J. Stein 5,000 .3% $5.00 10/25/10 $ 15,722 $ 39,844
15,000 1% $6.94 11/09/10 $ 65,444 $ 165,849
G. Muir 5,000 .3% $5.00 10/25/10 $ 15,722 $ 39,844
15,000 1% $6.94 11/09/10 $ 65,444 $ 165,849
50,000 3.3% $5.78 07/31/11 $181,751 $ 460,592
M. Duerst 5,000 .3% $5.00 10/25/10 $ 15,722 $ 39,844
15,000 1% $4.75 04/23/11 $ 44,808 $ 113,554
P. Soltani 25,000 1.6% $6.81 11/13/10 $107,109 $ 271,434
22,500 1.5% $5.78 07/31/11 $ 81,788 $ 207,266
_____________
(1) Options vest at various rates between six months and five years. The
options were granted under the Company's stock option plans.
(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 the
Company's 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 29, 2001 and
the fiscal year-end value of unexercised options for the Company's 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 --- --- 162,829 / --- $ 79,417 / $ ---
S. Nakashige 90,000 $113,524 --- / --- $ --- / $ ---
J. Cumming --- --- 80,833 / 269,167 $ 875 / $ 2,625
J. Stein --- --- 147,246 / 30,754 $ 79,438 / $ 188
G. Muir --- --- 126,582 / 94,418 $ 53,213 / $ 188
M. Duerst --- --- 70,414 / 37,086 $ 12,513 / $ 4,688
P. Soltani --- --- --- / 47,500 $ --- / $ ---
___________________
(1) Based upon the $5.05 closing market price of the Company's Common Stock
as reported on the Nasdaq Stock Market's National Market on September 29, 2001
minus the respective option exercise price.
Severance and Separation Agreements
Severance agreements are in effect between the Company and the following
named executive officers: Messrs. Cumming, Muir and Duerst and Dr. Stein. During
the year, similar agreements with Messrs. Ellenbogen and Nakashige were
terminated. The agreements are intended to encourage the executives to continue
to carry on their duties in the event of a change of control of the Company.
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 the Company
and such termination is by the Company (or its successor) other than for cause
or disability or by the executive for good reason (each as defined in the
agreement), the 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 become
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 the Company 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 the
Company.
The Company also has separation agreements with Messrs. Cumming, Muir and
Dr. Soltani, three named executive officers. Under the terms of these
agreements, if the executive's employment is terminated for any reason other
than cause, the executive will receive a separation package which will include a
salary contribution of up to one year of base salary and continued medical and
dental benefits up to the earlier of one year or such time as the executive
becomes re-employed. The separation agreements survive a change in control, but
cannot be triggered by a change in control or any voluntary separation notice
given by the executive.
On July 27, 2001 the Company entered into a separation agreement with Steve
Nakashige in connection with his resignation from his positions as President,
Chief Operating Officer and a director of the Company. The agreement provides
that the Company will continue to pay Mr. Nakashige's then current base salary
of $200,000, through July 27, 2002. In addition, the Company agreed to provide
the following to Mr. Nakashige through the earlier of his re-employment or July
27, 2002: (i) payment of health and dental insurance premiums if Mr. Nakashige
elected to be covered under the Company's health plans, (ii) continued use of
the Company car then leased to him, (iii) continued use of Company e-mail,
voice-mail, and cell phone, and (iv) ownership of his Company's laptop computer.
The Company also agreed to provide continued coverage to Mr. Nakashige under the
Company's directors and officers insurance plan, with respect to matters covered
by the plan through July 27, 2002 (and thereafter pursuant to the plan for
incidents occurring during his employment with the Company). In exchange for
these severance benefits, Mr. Nakashige agreed to certain restrictions,
including, an agreement not to solicit employees of the Company and not to
compete with certain businesses of the Company.
Compensation Committee Interlocks and Insider Participation
Decisions regarding executive compensation are made by the Company's
Compensation Committee of the Board of Directors, which is composed of Irwin
Jacobs, William A. Peck, Gerald
Segel and Elaine Ullian. The Compensation Committee also administers the
Company's stock incentive plans, Executive and Key Employee Bonus Program, Trex
Acquisition Bonus Plan, Performance - Bonus Plan, and 401(k) Plan. None of the
members of the Compensation Committee has ever been an officer or employee of
the Company or any of its subsidiaries. Glenn P. Muir, the Executive Vice
President of Finance and Administration, Treasurer and a director of the
Company, served on the Board of Directors and the Compensation Committee of
Vivid during fiscal 2000. S. David Ellenbogen, the former Chairman of the Board
and Chief Executive Officer of the Company, and Jay A. Stein, Chief Technical
Officer and a director of the Company, were executive officers of Vivid until
January 13, 2000, when Vivid was purchased by PerkinElmer, Inc.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, consisting entirely
of independent non-management directors, approves all policies under which
compensation is paid or awarded to the Company's executive officers. The
Committee is comprised of Messrs. Jacobs and Segel, Dr. Peck and Ms. Ullian.
The Company's Compensation Philosophy and Plan
The Company's executive compensation program is designed to attract and
retain superior executive talent, to provide incentives and rewards to executive
officers who will contribute to the long-term success of the Company and to
closely align the interests of executives with those of the Company's
stockholders.
The Committee reviews the Company's executive compensation program through
the application of the subjective business judgment of each of its members and
through an informal survey of executive compensation programs of peer companies.
The Compensation Committee does not use a quantitative method or use a
mathematical formula to set any element of compensation for a particular
executive officer. The Compensation Committee uses discretion and considers all
elements of an executive's compensation package when setting each portion of
compensation which is based upon corporate performance and individual
initiatives and performance. The principal elements of the Company's executive
compensation program consist of: (i) base annual salary, (ii) executive bonus
program and (iii) equity awards.
Base Annual Salaries. Base annual salaries for executive officers are initially
determined by evaluating the responsibilities of the position and the experience
and knowledge of the individual. Also taken into consideration is the
competitiveness of the marketplace for executive talent, including a comparison
of base annual salaries for comparable positions at peer companies. Individual
adjustments are made at the discretion of the Compensation Committee, taking
into consideration factors such as the Company's performance and the
Compensation Committee's subjective perception of the individual's performance.
Executive Bonus Program. The Compensation Committee of the Board of Directors
approved an Executive and Key Employee Bonus Program for fiscal 2001 under which
executive officers, senior management and key contributors selected by the
Compensation Committee were eligible for cash bonuses, awarded at the discretion
of the Compensation Committee, to be paid in the first quarter of fiscal 2002.
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 2001, the Compensation
Committee did not award bonuses to the Company's executive officers, senior
management or key contributors with respect to fiscal 2001 performance.
In November 2001, the Compensation Committee of the Board of Directors
approved a similar Executive and Key Employee Bonus Program for fiscal 2002
under which executive officers, senior management and key contributors selected
by the Compensation Committee are eligible for cash bonuses to be awarded at the
discretion of the Compensation Committee, to be paid in the first quarter of
fiscal 2003. As part of this plan, three of the executive officers were asked to
forgo eligibility and participation in this plan for fiscal 2002 in order to
help achieve the company's stated goal of profitability for the year. Messrs.
Cumming, Muir and Dr. Stein have each agreed not to participate in the plan and
in lieu thereof were each awarded stock options to purchase 50,000 shares of
Common Stock. These options, granted on November 13, 2001 vest annually over a
ten year period and accelerate to full vesting in the year the company achieves
pre-tax profits of at least $1 million.
Equity Awards. The third component of executive officers' compensation are
equity awards in the form of stock options and restricted stock grants.
Stock options and restricted stock grants are designed to align the
interests of the executive with those of the stockholders. Stock options are
granted at an exercise price equal to the fair market value of the Common Stock
on the date of grant. These options generally vest at the rate of 20% or 25% per
year, with the first installment vesting either at the end of one or two years,
respectively, from the date of employment (for options granted upon initial
employment) or the date of grant and are exercisable within ten years from the
date of grant. The restricted stock grants are awards of shares of Common Stock.
These awards are generally subject to repurchase by the Company for a two year
period from the date of grant. The size of individual option and stock grants
are based upon the Committee's subjective review of the job responsibility and
individual contribution to the Company's success. Previous option and stock
grants are considered when awards are determined. These equity awards are
designed to provide incentives for the creation of long-term value for the
Company's stockholders.
Compensation of the Chief Executive Officer
On June 21, 2001, S. David Ellenbogen, the Company's co-founder, Chairman
and Chief Executive Officer passed away. On July 31, 2001, the Board of
Directors named John W. Cumming as our Chief Executive Officer, President and a
director. At that time, Mr. Cumming's salary was increased to $300,000 from
$250,000, which he was earning as the President of the Company's Lorad division.
This new base salary was the same as Mr. Ellenbogen's which the Committee
considered at the time to be comparable to the salaries of chief executive
officers of peer companies based on the Committee's informal survey of executive
compensation at peer companies. In addition, Mr. Cumming received options to
purchase 150,000 shares at $5.78 per share, the fair market value of the
Company's Common Stock on the date of grant, pursuant to the Company's 1999
Equity Incentive Plan. In fiscal 2001, Mr. Cumming was instrumental in, among
other things, turning around the performance of the Company's Lorad mammography
operation and initiating the restructuring plan to return the Company to
profitability.
Conclusion
Through these programs, a significant portion of the Company's executive
compensation is linked directly to individual and Company performance in
pursuance of strategic goals as well as stock price appreciation. The
Compensation Committee intends to continue the policy of linking executive
compensation to Company performance and stockholder return, recognizing however,
that fluctuations in the operating results of the business may result over time.
THE COMPENSATION COMMITTEE:
Irwin Jacobs
William A. Peck
Gerald Segel
Elaine Ullian
PERFORMANCE GRAPH
The following Performance Graph compares the yearly percentage change in the
Company's cumulative total shareholder return on the Company's Common Stock for
the period from September 28, 1996 through September 29, 2001, based upon the
market price of the Company's Common Stock, with the cumulative total return on
the Standard and Poor's 500 Stock Index (the "S&P 500"), the Standard and Poor's
Medical Products and Supplies Index (the "S&P Medical Products") and the Russell
2000 for that period. The Performance Graph assumes the investment of $100 on
September 28, 1996 in the Company's Common Stock, the S&P 500, the S&P Medical
Products, and the Russell 2000, and the reinvestment of any and all dividends.
[GRAPH APPEARS HERE]
Cumulative Total Return
------------------------------------------------------------------------------------------------
September September September September September September
1996 1997 1998 1999 2000 2001
------------------------------------------------------------------------------------------------
Hologic, Inc. $100 $ 94 $ 47 $ 15 $ 27 $ 18
S&P 500 $100 $140 $153 $196 $222 $163
S&P Healthcare
(Medical Products
& Supplies) $100 $124 $149 $167 $234 $203
Russell 2000 $100 $133 $108 $128 $158 $125
------------------------------------------------------------------------------------------------
22
CERTAIN RELATED TRANSACTIONS
Prior to joining the Company, John Cumming, the Company's Chief Executive
Officer, President and a director, was the President and Managing Director of
Health Care Markets Group, a strategic advisory and investment banking firm
which he founded in 1984. During Mr. Cumming's tenure with them, Health Care
Markets Group served as the Company's financial advisor in connection with the
Company's acquisition of Direct Radiography Corp. and of the U.S. assets of Trex
Medical. During each of fiscal 2000 and 1999, the Company paid Health Care
Markets Group $260,000 in advisory fees in connection with those transactions.
In addition, in connection with these consulting activities, in June 1999, the
Company granted Mr. Cumming a stock option to acquire 30,000 shares of the
Company's Common Stock at $5.00 per share. Until recently, Mr. Cumming held a
33% equity interest in Health Care Markets Group. He now owns a 25% interest.
In addition, to assist Mr. Cumming in the purchase of a local primary
residence in connection with his initial relocation to Danbury, Connecticut to
take on the position of Senior Vice President and President of Lorad, the
Company loaned Mr. Cumming the principal amount of $300,000 pursuant to a
promissory note. The note bears interest at the rate of 7.0% per year. The
principal and interest of the note become payable each quarter commencing on
January 10, 2002 until paid in full no later than January 10, 2005. In the event
that the Company undergoes a change of control, the balance of the note will be
forgiven. In the event Mr. Cumming's employment with the Company is terminated,
either voluntarily or for cause, Mr. Cumming has agreed to repay the balance of
the note.
In connection with Mr. Cumming's recent move to the Company's Massachusetts
headquarters in order to assume the position of Chief Executive Officer and
President, the Company loaned Mr. Cumming an additional principal amount of
$200,000, which has been consolidated with the original loan into one $500,000
promissory note on the same terms as the original loan. As of the date of this
report, an aggregate of $500,000 of principal on this loan remains outstanding.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission ("SEC"). Specific filing deadlines of these
reports have been established and the Company is required to disclose in this
Proxy Statement any failure to file by these dates during the fiscal year ended
September 29, 2001. To the best of the Company's knowledge, all of these filing
requirements have been satisfied. In making this statement, the Company has
relied solely on written representations of its directors and executive officers
and any ten percent stockholders and copies of the reports that they filed with
the SEC.
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the accompanying proxy to vote the shares represented thereby
on such matters in accordance with their best judgment.
Incorporation by Reference
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, the sections of the Proxy Statement
entitled "Report of the Compensation Committee on Executive Compensation,"
"Audit Committee Report" and "Performance Graph" shall not be deemed to be so
incorporated, unless specifically otherwise provided in any such filing.
FINANCIAL MATTERS AND FORM 10-K REPORT
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A
COPY OF AN ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON
RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE SENT TO
INVESTOR RELATIONS, HOLOGIC, INC., 35 CROSBY DRIVE, BEDFORD, MASSACHUSETTS
01730.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.
By order of the Board of Directors
Lawrence M. Levy, Secretary
Bedford, Massachusetts
January 25, 2002
HOLOGIC, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
35 Crosby Drive February 25, 2002
Bedford, MA 01730
(781) 999-7300
The undersigned stockholder of HOLOGIC, INC., a Delaware corporation (the
"Company"), acknowledges receipt of the Notice of Annual Meeting of Stockholders
and Proxy Statement, dated January 25, 2002, and hereby appoints John W. Cumming
and Jay A. Stein, and each of them acting singly, with full power of
substitution, attorneys and proxies to represent the undersigned at the Annual
Meeting of Stockholders of the Company to be held at the offices of the Company,
35 Crosby Drive, Bedford, Massachusetts 01730, on Monday, February 25, 2002, at
10:00 A.M. local time, and at any adjournment or adjournments thereof, with all
power which the undersigned would possess if personally present, and to vote all
shares of stock which the undersigned may be entitled to vote at said meeting
upon the matters set forth in the Notice of Meeting in accordance with the
following instructions and with discretionary authority upon such other matters
as may come before the meeting. All previous proxies are hereby revoked.
1. The election of seven (7) directors nominated by the Board of Directors for
the ensuing year:
FOR all nominees listed below WITHHOLD AUTHORITY
(except as indicated) to vote for all nominees listed below
John W. Cumming, Irwin Jacobs, Glenn P. Muir, William A. Peck, Gerald Segel, Jay
A. Stein, Elaine Ullian
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
________________________________________________________________________________
------------------------------------------------------------------------
2. To ratify the selection of Arthur Andersen LLP as the Company's independent
public accountants:
FOR AGAINST ABSTAIN
This proxy is solicited on behalf of the Board of Directors. This proxy will be
voted as specified or, where no direction is given, will be voted FOR all
nominees listed in Item 1 and FOR the proposal in Items 2.
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
Dated _________________, 2002
____________________________
____________________________
Please sign your name exactly as it appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as it
appears hereon. When signing as joint tenants, all parties in the joint tenancy
must sign. When a proxy is given by a corporation, it should be signed by an
authorized officer and the corporate seal affixed.