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 15, 2006
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 |
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(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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On February 15, 2006, Gen-Probe Incorporated issued a news release announcing its financial
results for the fourth quarter and year ended December 31, 2005. A copy of this 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 News release dated February 15, 2006. |
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 by any forward-looking statement. Some of these risks, uncertainties and assumptions
include but are not limited to: (i) the risk that we may not achieve our expected 2006 growth,
revenue, earnings or other financial targets, (ii) the risk that Bayer may successfully appeal the
arbitration decision that favored us, (iii) the risk that we may not earn or receive milestone
payments from our collaborators, including Chiron, (iv) the possibility that the market for the
sale of our new products, such as our TIGRIS system, APTIMA Combo 2 assay and PROCLEIX ULTRIO
assay, may not develop as expected, (v) 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, (vi) the risk that our PROCLEIX ULTRIO assay and our
TIGRIS instrument for blood screening may not be approved by regulatory authorities or commercially
available in the time frame we anticipate, or at all, (vii) we may not be able to compete
effectively, (viii) we may not be able to maintain our current corporate collaborations and enter
into new corporate collaborations or customer contracts, (ix) we are dependent on Chiron, Bayer and
other third parties for the distribution of some of our products, (x) we are dependent on a small
number of customers, contract manufacturers and single source suppliers of raw materials, (xi)
changes in third-party reimbursement policies regarding our products could adversely affect sales
of our products, (xii) changes in government regulation affecting our diagnostic products could
harm our sales and increase our development costs, (xiii) the risk that our intellectual property
may be infringed by third parties or invalidated, and (xiv) 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 statement to reflect events or circumstances
after the date of this current report or to reflect the occurrence of subsequent events.