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): November 1, 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
Incorporation)
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(Commission
File Number)
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(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 November 1, 2006, Gen-Probe Incorporated issued a news release announcing its financial
results for the fiscal quarter ended September 30, 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 November 1, 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. 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 we may not earn or receive milestone payments from our
collaborators, including Novartis, (iii) 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, (iv) 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, (v) the risk that products including our PROCLEIX ULTRIO assay, TIGRIS
instrument for blood screening, or PROCLEIX WNV assay on the TIGRIS instrument may not be approved
by regulatory authorities or commercially available in the time frame we anticipate, or at all,
(vi) we may not be able to compete effectively, (vii) we may not be able to maintain our current
corporate collaborations and enter into new corporate collaborations or customer contracts, (viii)
we are dependent on Novartis, Bayer and other third parties for the distribution of some of our
products, (ix) we are dependent on a small number of customers, contract manufacturers and single
source
suppliers of raw materials, (x) changes in third-party reimbursement policies regarding our
products could adversely affect sales of our products, (xi) changes in government regulation
affecting our diagnostic products could harm our sales and increase our development costs, (xii)
the risk that our intellectual property may be infringed by third parties or invalidated, and
(xiii) 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.