UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 13, 2008
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 2.02 Results of Operations and Financial Condition.
On February 13, 2008, Gen-Probe Incorporated issued a news release announcing its financial
results for the fourth quarter and fiscal year ended December 31, 2007. A copy of the 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.
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(d) |
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The following exhibit is furnished with this Current Report: |
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99.1 |
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News release dated February 13, 2008 |
Forward-Looking Statements
Any statements in this Current Report about our expectations, beliefs, plans, objectives,
assumptions or future events or performance, including those under the heading “Initial 2008
Financial Guidance,” 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, updated financial guidance,
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 2008 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, PROGENSA PCA3
assay and industrial products, 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
industrial collaborations, may not proceed as planned, (v) the risk that new products or
indications, such as the HBV screening claim for our PROCLEIX ULTRIO assay in the United States,
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 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.