UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2006
Gen-Probe Incorporated
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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001-31279
(Commission
File Number)
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33-0044608
(I.R.S. Employer
Identification No.) |
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10210 Genetic Center Drive
San Diego, CA
(Address of Principal Executive Offices)
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92121
(Zip Code) |
(858) 410-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under item 3.03 “Material Modifications to Rights of Security
Holders” is incorporated herein by reference.
Item. 1.02 Termination of a Material Definitive Agreement.
The information set forth under item 3.03 “Material Modifications to Rights of Security
Holders” is incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
On September 28, 2006, the Board of Directors (the “Board”) of Gen-Probe Incorporated (the
“Company”), at a regularly scheduled meeting, approved an amendment (the “Amendment”) to the Rights
Agreement, dated as of September 16, 2002, as amended, between the Company and Mellon Investor
Services LLC, as Rights Agent (the “Rights Agreement”). The Amendment accelerates the termination
of the Company’s preferred stock purchase rights (the “Rights”) from the close of business on
September 26, 2012 to the close of business on November 30, 2006. The Amendment also has the effect
of terminating the Company’s Rights Agreement effective November 30, 2006. The form of Amendment is
filed with this report as Exhibit 4.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Upon the expiration of the Rights Agreement and the Rights on November 30, 2006, as described
in Item 3.03 above, the Company will file a Certificate of Elimination with the Secretary of State
of the State of Delaware eliminating the Certificate of Designations with respect to the Company’s
Series A Junior Participating Preferred Stock which was issuable, under certain circumstances, upon
exercise of the Rights.
Item 8.02 Other Events.
At the same meeting, the Board adopted a stock ownership policy for directors and officers of
the Company. The new stock ownership policy requires Gen-Probe officers and directors to maintain
ownership of Company stock equal to between one and three times their annual salary, or director
compensation, as applicable, depending on position level. Officers and directors will have five
years to comply with the policy.
A copy
of the press release announcing the termination of the Rights
Agreement and the adoption of the stock ownership policy is attached
hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report:
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4.1
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Form of Third Amendment to Rights Agreement dated as of October , 2006 |
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99.1
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Press Release dated October 2, 2006 |