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 8, 2008
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.) |
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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))
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TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Promotion of Carl W. Hull
On February 8, 2008, the Board of Directors of Gen-Probe Incorporated (the “Company”) approved
the appointment of Carl W. Hull as President and Chief Operating Officer of the Company, effective
March 1, 2008. Mr. Hull currently serves as Executive Vice President and Chief Operating Officer
of the Company. Henry L. Nordhoff, currently Chairman, President and Chief Executive Officer of
the Company, will continue to serve as Chairman and Chief Executive Officer following Mr. Hull’s
promotion. A press release issued by the Company announcing Mr. Hull’s promotion is attached
hereto as Exhibit 99.1.
In connection with Mr. Hull’s promotion, the Compensation Committee of the Board of Directors
of the Company approved on February 8, 2008 an annual base salary for Mr. Hull of $490,875,
effective March 1, 2008. In addition, Mr. Hull’s bonus target will be increased from 50% of base
salary to 60% of base salary, commencing in fiscal year 2008.
Mr. Hull, 50, joined the Company in February 2007. Mr. Hull previously served as Vice
President & General Manager of the SDS/Arrays Business Unit of Applied Biosystems, which develops
and sells genomic research systems and reagents, from January 2005 to January 2007. Prior to
joining Applied Biosystems, Mr. Hull held a number of positions with Applied Imaging Corp., which
makes automated imaging and imaging analysis systems, most recently serving as its Chief Executive
Officer from January 2001 to December 2004.
The Company is not aware of any transaction requiring disclosure under Item 404(a) of
Regulation S-K.
2007 Bonuses
On February 8, 2008, the Compensation Committee approved the payment of cash bonuses to the
Company’s named executive officers based on 2007 performance as follows:
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| Name |
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Position |
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Bonus |
Henry L. Nordhoff
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Chairman, President & Chief Executive Officer
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668,250 |
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Carl W. Hull
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Executive Vice President & Chief Operating Officer
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280,500 |
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Daniel L. Kacian, Ph.D., M.D.
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Executive Vice President and Chief Scientist
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$ |
146,024 |
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R. William Bowen
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Senior Vice President, General Counsel & Secretary
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110,887 |
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Diana De Walt
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Senior Vice President, Human Resources
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101,372 |
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Herm Rosenman
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Senior Vice President — Finance, Chief Financial Officer
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109,134 |
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| Item 9.01. |
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Financial Statements and Exhibits. |
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The following exhibits are filed with this Current Report: |
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99.1 |
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Press release dated February 11, 2008. |