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): May 2, 2006
Gen-Probe Incorporated
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-31279
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33-0044608 |
| (State or Other Jurisdiction of
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(Commission
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(I.R.S. Employer |
| Incorporation)
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File Number)
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Identification No.) |
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10210 Genetic Center Drive |
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San Diego, CA
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92121 |
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(Address of Principal Executive Offices)
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On May 2, 2006, Gen-Probe Incorporated issued a news release announcing its financial results
for fiscal quarter ended March 31, 2006. A copy of this news release is attached hereto as Exhibit
99.1.
The information furnished pursuant to this Current Report on Form 8-K, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, regardless of any general incorporation language in any such
filing, unless Gen-Probe expressly sets forth in such filing that such information is to be
considered “filed” or incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is furnished with this Current Report:
99.1 News release dated May 2, 2006
Forward-Looking Statements
Any statements in this Current Report about our expectations, beliefs, plans, objectives,
assumptions or future events or performance are not historical facts and are forward-looking
statements. These statements are often, but not always, made through the use of words or phrases
such as believe, will, expect, anticipate, estimate, intend, plan and would. For example,
statements concerning Gen-Probe’s financial condition, possible or expected results of operations,
regulatory approvals, future milestone payments, growth opportunities, and plans and objectives of
management are all forward-looking statements. Forward-looking statements are not guarantees of
performance. They involve known and unknown risks, uncertainties and assumptions that may cause
actual results, levels of activity, performance or achievements to differ materially from those
expressed or implied by any forward-looking statement. Some of these risks, uncertainties and
assumptions include but are not limited to: (i) the risk that we may not achieve our expected 2006
growth, revenue, earnings or other financial targets, (ii) the risk that Bayer may successfully
appeal the arbitration decision that favored us, (iii) the risk that we may not earn or receive
milestone payments from our collaborators, including Chiron, (iv) the possibility that the market
for the sale of our new products, such as our TIGRIS system, APTIMA Combo 2 assay and PROCLEIX
ULTRIO assay, may not develop as expected, (v) the enhancement of existing products and the
development of new products, including products, if any, to be developed under our recent
industrial collaborations, may not proceed as planned, (vi) the risk that our PROCLEIX ULTRIO
assay and our TIGRIS instrument for blood screening may not be approved by regulatory authorities
or commercially available in the time frame we anticipate, or at all, (vii) we may not be able to
compete effectively, (viii) we may not be able to maintain our current corporate collaborations
and enter into new corporate collaborations or customer contracts, (ix) we are dependent on
Chiron, Bayer and other third parties for the distribution of some of our products, (x) we are
dependent on a small number of customers,
contract manufacturers and single source suppliers of raw materials, (xi) changes in third-party
reimbursement policies regarding our products could adversely affect sales of our products, (xii)
changes in government regulation affecting our diagnostic products could harm our sales and
increase our development costs, (xiii) the risk that our intellectual property may be infringed by
third parties or invalidated, and (xiv) our involvement in patent and other intellectual property
and commercial litigation could be expensive and could divert management’s attention. The
foregoing list sets forth some, but not all, of the factors that could affect our ability to
achieve results described in any forward-looking statements. For additional information about
risks and uncertainties we face and a discussion of our financial statements and footnotes, see
documents we file with the SEC, including our most recent annual report on Form 10-K and all
subsequent periodic reports. We assume no obligation and expressly disclaim any duty to update
forward-looking statements to reflect events or circumstances after the date of this Current
Report or to reflect the occurrence of subsequent events.