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): April 28, 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
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| Item 2.02. |
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Results of Operations and Financial Condition. |
On April 28, 2008, Gen-Probe Incorporated issued a news release announcing its financial
results for the fiscal quarter ended March 31, 2008. 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.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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(d) |
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The following exhibit is furnished with this Current Report: |
99.1 News release dated April 28, 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 “Updated 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, 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, (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 industrial collaborations,
may not proceed as planned, (v) the risk that products including our PROCLEIX ULTRIO assay 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 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.