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): August 1, 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):
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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 August 1, 2007, Gen-Probe Incorporated issued a news release announcing its financial
results for the fiscal quarter ended June 30, 2007. A copy of this news release is attached hereto
as Exhibit 99.1.
The information furnished pursuant to this Current Report, 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 August 1, 2007
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 2007 growth, revenue, earnings or
other financial targets, (ii) the risk that we may not earn or receive milestone payments from our
collaborators, including Novartis and 3M, (iii) the possibility that the market for the sale of our
new products, such as our TIGRIS system, APTIMA Combo 2 assay, PROCLEIX ULTRIO assay and PROGENSA
PCA3 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 or TIGRIS instrument for blood screening 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, Siemens (as assignee of 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