Form 8-K












Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2012



Gen-Probe Incorporated

(Exact Name of Registrant as Specified in Charter)




Delaware   000-49834   33-0044608

(State or Other Jurisdiction of




File Number)


(I.R.S. Employer

Identification No.)

10210 Genetic Center Drive

San Diego, CA

(Address of Principal Executive Offices)   (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):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))




Item 8.01. Other Events.

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. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information required by Item 1.01 will be filed in a separate Current Report on Form 8-K.

Additional Information and Where You Can Find It

In connection with the proposed transaction, Gen-Probe will file a proxy statement and other materials with the Securities and Exchange Commission (the “SEC”). GEN-PROBE URGES INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors may obtain free copies of the proxy statement (when available) as well as other filed documents containing information about Gen-Probe at, the SEC’s free internet site. Free copies of Gen-Probe’s SEC filings including the proxy statement (when available) are also available on Gen-Probe’s internet site at under “Investors.”

Gen-Probe and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Gen-Probe’s stockholders with respect to the proposed transaction. Information regarding the officers and directors of Gen-Probe is included in the Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2012 with respect to the 2012 Annual Meeting of Stockholders of Gen-Probe Incorporated. More detailed information regarding the identity of the potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction.


Item 9.01. Financial Statements and Exhibits.


  (d) The following exhibit is furnished with this Current Report:


99.1    Joint news release of Gen-Probe Incorporated and Hologic, Inc., dated April 30, 2012


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: April 30, 2012     GEN-PROBE INCORPORATED

  /s/ R. William Bowen

      R. William Bowen
      Senior Vice President, General Counsel and Corporate Secretary







99.1    Joint news release of Gen-Probe Incorporated and Hologic, Inc., dated April 30, 2012