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): November 2, 2005
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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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 November 2, 2005, Gen-Probe Incorporated issued a news release announcing its financial
results for fiscal quarter ended September 30, 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.
(d) The following exhibit is furnished with this Current Report:
99.1 News release dated November 2, 2005
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 future results
of operations, regulatory approvals, 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 the risks, uncertainties and assumptions that could cause actual
results to differ materially from estimates or projections contained in the forward-looking
statements include, but are not limited to: (i) the risk that we may not achieve our expected 2005
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, (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 and WNV assays may not be approved by
regulatory authorities and commercially available in the time frames 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 any
forward-looking statement to reflect events or circumstances after the date of this Current Report
or to reflect the occurrence of subsequent events.