GEN PROBE INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-08-01: Form 8-K; Period of report 2012-07-27; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2012-07-31: Form 8-K; Period of report 2012-07-31; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2012-07-12: Form 8-K; Period of report 2012-07-10; Description 8.01 Other Events; Details 8.01.
- 2012-05-23: Form 8-K; Period of report 2012-05-17; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-08-01 | 8-K | 2012-07-27 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 On February 27, 2009, Gen-Probe entered into a Credit Agreement (as amended, the “Credit Agreement”) with Bank of America, N.A (the “Lender”), which originally provided for a one year senior secured revolving credit facility in an amount of up to $180.0 million that was subject to a borrowing base formula. 2.01 On August 1, 2012, pursuant to the Merger Agreement, Hologic completed its acquisition of Gen-Probe. 2.03 The disclosure under Item 1.01 above is incorporated herein by reference. 3.01 In connection with the closing of the Merger, Gen-Probe notified the NASDAQ Global Select Market (“Nasdaq”) on August 1, 2012 that each outstanding share of Common Stock was converted in the Merger into the right to receive the Merger Consideration, as set forth under Item 2.01 above, which description is incorporated herein by reference, and requested that Nasdaq file with the SEC an application on Form 25 to delist and deregister the shares of Common Stock. 3.03 Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Common Stock was canceled and converted at the Effective Time into the right to receive the Merger Consideration. 5.01 As a result of the Merger, Gen-Probe became a wholly owned subsidiary of Hologic. 5.02 In accordance with the terms of the Merger Agreement, immediately prior to the Effective Time, all of the directors of Gen-Probe voluntarily resigned from Gen-Probe’s board of directors. 5.03 In connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, at the Effective Time, Gen-Probe’s amended and restated certificate of incorporation and amended and restated bylaws were amended and restated in their entirety to be identical to the certificate of incorporation and bylaws of Merger Sub, as in effect immediately prior to the Effective Time, except that the name of the company set forth therein is “Gen-Probe Incorporated.” Copies of the amended and restated certificate of incorporation and the amended and restated bylaws of Gen-Probe are attached as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference. | d388893d8k.htm |
| 2012-07-31 | 8-K | 2012-07-31 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 At a special meeting of stockholders of Gen-Probe Incorporated, a Delaware corporation (“Gen-Probe”), held on July 31, 2012 (the “Special Meeting”), Gen-Probe’s stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of April 29, 2012 (as the same may be amended from time to time, the “Merger Agreement”), by and among Gen-Probe, Hologic, Inc., a Delaware corporation (“Hologic”), and Gold Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Hologic (“Merger Sub”). 8.01 On July 31, 2012, Gen-Probe issued a press release announcing that a majority of its shares of common stock voted at the Special Meeting to adopt the proposed Merger Agreement. | d388545d8k.htm |
| 2012-07-12 | 8-K | 2012-07-10 | 8.01 Other Events | 8.01 On April 29, 2012, Gen-Probe Incorporated (“Gen-Probe” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hologic, Inc. (“Hologic”) and Hologic’s direct, wholly owned subsidiary Gold Acquisition Corp. (“Merger Sub”). | d378175d8k.htm |
| 2012-05-23 | 8-K | 2012-05-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Gen-Probe Incorporated (“Gen-Probe”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) on May 17, 2012, at which a total of 41,610,812 shares of Gen-Probe common stock, or approximately 91.8% of the shares entitled to vote, were represented in person or by valid proxies. | annualmeeting8-k.htm |
| 2012-05-02 | 8-K | 2012-04-30 | 8.01 Other Events | 8.01 On April 30, 2012, Gen-Probe Incorporated (“Gen-Probe”) held an employee conference call regarding the proposed acquisition of Gen-Probe by Hologic, Inc. (the “Proposed Acquisition”). | d342329d8k.htm |
| 2012-05-02 | 8-K | 2012-04-30 | 8.01 Other Events | 8.01 On April 30, 2012, Gen-Probe Incorporated (“Gen-Probe”) and Hologic, Inc. (“Hologic”) held a joint conference call announcing Gen-Probe’s first quarter 2012 financial results and Hologic’s second quarter 2012 financial results, and announcing that they had entered into an Agreement and Plan of Merger relating to the proposed acquisition of Gen-Probe by Hologic (the “Proposed Acquisition”). | d342417d8k.htm |
| 2012-05-01 | 8-K | 2012-04-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 On April 29, 2012, Gen-Probe Incorporated, a Delaware corporation (“Gen-Probe” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hologic, Inc., a Delaware corporation (“Hologic” or “Parent”), and Gold Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). | d343012d8k.htm |
| 2012-04-30 | 8-K | 2012-04-30 | 8.01 Other Events | 8.01 On April 30, 2012, in connection with the proposed acquisition (the “Proposed Acquisition”) of Gen-Probe Incorporated (“Gen-Probe”) by Hologic, Inc. (“Hologic”), Carl W. Hull, Chairman and Chief Executive Officer of Gen-Probe, delivered an email communication to all employees of Gen-Probe. | d343688d8k.htm |
| 2012-04-30 | 8-K | 2012-04-30 | 2.02 Results of Operations and Financial Condition | 2.02 On April 30, 2012, Gen-Probe Incorporated (“Gen-Probe”) issued a news release announcing its financial results for the fiscal quarter ended March 31, 2012. | d343875d8k.htm |
| 2012-04-30 | 8-K | 2012-04-30 | 8.01 Other Events | 8.01 On April 30, 2012, Gen-Probe Incorporated (“Gen-Probe”) and Hologic, Inc. (“Hologic”) issued a joint news release announcing that they had entered into an Agreement and Plan of Merger relating to the acquisition of Gen-Probe by Hologic and the other matters described therein. | d343874d8k.htm |
| 2012-02-15 | 8-K | 2012-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference. | d300918d8k.htm |
| 2012-02-14 | 8-K | 2012-02-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | 5.02 On February 8, 2012, the Board of Directors (the “Board”) of Gen-Probe Incorporated (the “Company”), acting on the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), approved the adoption of the Gen-Probe Incorporated 2012 Executive Bonus Plan (the “Executive Bonus Plan”), subject to approval by the Company’s stockholders at the annual meeting of stockholders to be held in 2012. 5.05 On February 8, 2012, the Board, acting on the recommendation of the Nominating and Corporate Governance Committee of the Board, approved the adoption of an amended Code of Ethics (the “Amended Code of Ethics”), which applies to all of the Company’s employees, including the Company’s principal executive officer and principal financial officer, to be effective on or about July 1, 2012. | d301773d8k.htm |
| 2012-02-13 | 8-K | 2012-02-13 | 2.02 Results of Operations and Financial Condition | 2.02 On February 13, 2012, Gen-Probe Incorporated (“Gen-Probe”) issued a news release announcing its financial results for the fiscal quarter ended December 31, 2011. | d299903d8k.htm |
| 2012-02-10 | 8-K | 2012-02-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 8, 2012, the Board of Directors (the “Board”) of Gen-Probe Incorporated (the “Company”), acting on the recommendation of the Compensation Committee, approved and adopted a new form of Employee Stock Option Agreement and a new form of Stock Option Grant Notice (together, the “2012 Employee Stock Option Agreement and Grant Notice”) for use under The 2003 Incentive Award Plan of Gen-Probe Incorporated (the “2003 Plan”) which, among other things, provides for (i) a so-called “double trigger” acceleration in connection with a Change in Control (as defined in the 2003 Plan) of the Company and (ii) the automatic exercise of the stock option upon expiration of the stock option if the Fair Market Value (as defined in the 2003 Plan) of the shares subject to the stock option exceeds the exercise price of the shares subject to the stock option by more than one percent (1%). | d298852d8k.htm |