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): February 9, 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.) |
10210 Genetic Center Drive
San Diego, CA 92121
(Address of Principal Executive Offices)
(858) 410-8000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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)
¨ 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
CRF 240.13e-4(c))
TABLE OF CONTENTS
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On February 9, 2006, the Compensation Committee of the Board of Directors and the Board of
Directors of Gen-Probe Incorporated (the “Company”) authorized bonuses based on 2005 performance,
payable February 24, 2006, and base salary adjustments as of February 24, 2006, retroactive to
January 7, 2006, as follows:
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2006 Base |
| Name |
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Position |
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2005 Bonus |
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Salary |
Henry L. Nordhoff
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Chairman, President, and Chief
Executive Officer
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$ |
450,000 |
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$ |
640,000 |
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Daniel L. Kacian,
Ph.D., M.D.
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Executive Vice President and Chief
Scientist
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$ |
104,000 |
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$ |
363,000 |
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Niall M. Conway
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Executive Vice President, Operations
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$ |
70,000 |
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$ |
334,000 |
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R. William Bowen
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VP, General Counsel, and Secretary
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$ |
85,000 |
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$ |
317,000 |
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Herm Rosenman
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VP, Finance and Chief Financial Officer
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$ |
80,000 |
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$ |
315,000 |
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Each executive’s bonus and adjusted base salary was determined by an assessment of the Company’s
performance against corporate goals and an assessment of the executive’s sustained performance
against individual goals, and job responsibilities including, where appropriate, the impact of such
performance on the Company’s business results, industry pay levels, and experience and potential
for advancement.