Gen-Probe Incorporated
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 20,
2007
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 |
| (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 5.02(d) Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On September 20, 2007, John C. Martin, Ph.D. was elected as a member of the Board of Directors of
Gen-Probe Incorporated (“Gen-Probe”). Dr. Martin will serve as a member of the class of directors
serving in office until Gen-Probe’s 2009 annual meeting of stockholders. Dr. Martin will serve on
Gen-Probe’s Compensation Committee. In connection with his election, Dr. Martin entered into
Gen-Probe’s standard form of indemnification agreement for directors and officers.
Dr. Martin, 56, joined Gilead Sciences in 1990 and has served as president and chief executive
officer since 1996. Gilead is a biopharmaceutical company that discovers, develops and
commercializes innovative therapeutics in areas of unmet medical need. Prior to joining Gilead,
Dr. Martin held several leadership positions in the antiviral chemistry division at Bristol-Myers
Squibb, and also served for six years with Syntex Corporation, from 1978 to 1984.
Dr. Martin is a member of the presidential advisory council on HIV/AIDS and the board of directors
of the California Healthcare Institute. He serves on the Centers for Disease Control/Health
Resources and Services Administration’s advisory committee on HIV and STD prevention and treatment,
and is a member of the board of trustees at the University of Chicago. He holds a Ph.D. in organic
chemistry from the University of Chicago and an M.B.A. in marketing from Golden Gate University.
A copy of the press release announcing Dr. Martin’s election is furnished as Exhibit 99.1 to this
report.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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Press Release dated September 20, 2007 |
SIGNATURE
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.
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Date: September 21, 2007
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GEN-PROBE INCORPORATED |
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By:
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/s/ R. William Bowen
R. William Bowen
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Senior Vice President, General Counsel and
Corporate
Secretary |
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EXHIBITS
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Description |
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99.1
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Press Release dated September 20, 2007 |