<PAGE>
 
  As filed with the Securities and Exchange Commission on September 12, 1996.
                                              Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             ---------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                             ---------------------

                                 HOLOGIC, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                         04-2902449
- -----------------------                  ------------------------------------
State of Incorporation                   (IRS Employer Identification Number)

                590 Lincoln Street, Waltham, Massachusetts 02154
                ------------------------------------------------
              (Address of principal executive offices) (zip code)

FluoroScan Imaging Systems, Inc. 1994 Amended and Restated Stock Incentive Plan
           FluoroScan Imaging Systems, Inc. 1995 Stock Incentive Plan
       FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option Plan
                             (Full title of Plans)

                         S. David Ellenbogen, Chairman
 Hologic, Inc., 590 Lincoln Street, Waltham, Massachusetts 02154 (617) 890-2300
                    (Name and address of agent for service)

                                   Copies to:
                           Lawrence M. Levy, Esquire
                         Brown, Rudnick, Freed & Gesmer
                              One Financial Center
                          Boston, Massachusetts 02111
<TABLE>
<CAPTION>
 
                                      CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                           Proposed maximum     Proposed maximum       Amount of
   Title of securities    Amount to be    offering price per   aggregate offering   registration fee
    to be registered     registered (1)        share (2)           price (2)        
=======================================================================================================
<S>                      <C>              <C>                  <C>                  <C> 
  Common Stock, $.01 
  par value                 297,517              $22.46           $6,682,231.82         $2,304.22
- ------------------------------------------------------------------------------------------------------- 
  Rights to Purchase 
  Common Stock (3)          297,517                ---                 ---                  ---
=======================================================================================================
</TABLE>

(1)   Represents  150,716 shares, 124,431 shares and 22,370 shares of Common
      Stock that may be issued upon exercise of outstanding options granted
      under the FluoroScan Imaging Systems, Inc. 1994 Amended and Restated Stock
      Incentive Plan, the FluoroScan Imaging Systems, Inc. 1995 Stock Incentive
      Plan and the FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option
      Plan, respectively, that were assumed by Hologic upon consummation of the
      merger of its wholly-owned subsidiary with and into FluoroScan. Also
      registered hereunder are such additional number of shares of common stock,
      presently indeterminable, as may be necessary to satisfy the antidilution
      provisions of the Plans to which this Registration Statement relates.
(2)   Based upon the average exercise price of the options pursuant to which the
      shares covered by this Registration Statement may be purchased.
(3)   Pursuant to a Rights Agreement entered into in 1992, as amended, one right
      (each a "Right") is deemed to be delivered with each share of Common Stock
      issued by the Registrant. The rights currently are not separately
      transferable apart from the Common Stock, and they are not exercisable
      until the occurrence of certain events. Accordingly, no independent value
      has been attributed to the Rights.
================================================================================
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation Of Documents by Reference.
- ------  --------------------------------------- 

        The Company hereby incorporates by reference the documents listed in 
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") (prior to the filing of a Post-
Effective Amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold) shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

        (a)   The Company's Prospectus included in its Registration Statement on
Form S-4, File No. 333-08977.

        (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Prospectus referred
to in (a) above.

        (c)   The description of the Company's Common Stock and Rights to
Purchase Common Stock which are contained in Hologic's Registration Statements
filed pursuant to Section 12 of the Exchange Act and all amendments thereto and
reports filed for the purpose of updating such description.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed hereby incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.

        The Company hereby undertakes to provide without charge to each person
who has received a copy of any of the prospectuses to which this registration
statement relates, upon the written or oral request of any such person, a copy
of any or all the documents that have been or may be incorporated by reference
into this registration statement, other than exhibits to such documents (unless
such exhibits are incorporated therein by reference).

Item 4. Description of Securities.
- ------  ------------------------- 

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.
- ------  -------------------------------------- 

        The validity of the securities offered hereby has been passed upon for
the Registrant by Messrs. Brown, Rudnick, Freed & Gesmer, One Financial Center,
Boston, Massachusetts 02111. Lawrence M. Levy, Secretary of the Registrant, is a
member of Brown, Rudnick, Freed & Gesmer and a stockholder of the Registrant.

Item 6. Indemnification of Directors and Officers.
- ------  ----------------------------------------- 

        Article 10 of the Registrant's Certificate of Incorporation eliminates
the personal liability of directors of the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the full extent permitted by
Delaware law. Article 11 of the Registrant's By-laws provides that the
Registrant may indemnify its officers and directors to the full extent permitted
by the General Corporation Law of the State of Delaware. Section 145 of the
General Corporation Law of the State of Delaware authorizes a corporation to
indemnify directors, officers, employees or agents of the corporation in non-
derivative suits if such party acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe this conduct was unlawful, as determined in
accordance with the Delaware General Corporation Law. Section 145 further
provides that indemnification shall be provided if the party in question is
successful on the merits or otherwise in the defense of any claim.

                                     II-2
<PAGE>
 
        The Registrant has entered into indemnification agreements with each of
its present directors. The Company may also enter into similar agreements with
certain of the Company's officers who are not also directors. Generally, the
indemnification agreements attempt to provide the maximum protection permitted
by Delaware law with respect to indemnification of directors. In addition, the
Registrant maintains insurance on behalf of any person who is or was a director
or officer against any loss arising from any claim asserted against him or her
in any such capacity, subject to certain exceptions.

Item 7. Exemption from Registration Claimed.
- ------  ----------------------------------- 

        Not Applicable.

Item 8. Exhibits.
- ------  -------- 

Number        Description
- ------        -----------

 4.1             Certificate of Incorporation of the Registrant -- Filed as
                 Exhibit 3.01 to the Registrant's Registration Statement on 
                 Form S-1 (File No. 33-33128)*

 4.2             By-Laws of the Registrant -- Filed as Exhibit 3.02 to the
                 Registrant's Registration Statement on Form S-1 (File 
                 No. 33-33128)*

 4.3             Specimen Certificate of Common Stock -- Filed as Exhibit 4.01
                 to the Registrant's Registration Statement on Form S-1 (File
                 No. 33-33128)*

 5               Legal Opinion of Brown, Rudnick, Freed & Gesmer

 23.1            Consent of Arthur Andersen LLP

 23.2            Consent of Brown, Rudnick, Freed & Gesmer is included in their
                 legal opinion filed as Exhibit 5 hereof.

 24              Power of Attorney (included on the signature page of this
                 Registration Statement)

 99.1            FluoroScan Imaging Systems, Inc. 1994 Amended and Restated
                 Stock Incentive Plan
 99.2            FluoroScan Imaging Systems, Inc. 1995 Stock Incentive Plan
 99.3            FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option
                 Plan
 99.4            Agreement and Plan of Merger dated as of July 18, 1996 among
                 the Registrant, Fenway Acquisition Corp. and FluoroScan Imaging
                 Systems, Inc. -- Filed as Exhibit 2.01 to the Registrant's
                 Registration Statement on Form S-4 (File No. 333-08977)*

- --------------

* Not filed herewith.  In accordance with Rule 411 promulgated pursuant to the
  Securities Act of 1933, as amended, reference is made to the documents
  previously filed with the Commission, which are incorporated by reference
  herein.

Item 9. Undertakings.
- ------  -------------

      (a) The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

              (2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                     II-3
<PAGE>
 
      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                     II-4
<PAGE>
 
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Waltham, Commonwealth of Massachusetts, on
September 11, 1996.

                                            HOLOGIC, INC.

                                            By: /s/ S. David Ellenbogen
                                                _____________________
                                                S. David Ellenbogen
                                                Chairman and Chief
                                                Executive Officer

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints S. David Ellenbogen and Glenn P. Muir and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
 

         Signature                        Title                      Date
         ---------                        -----                      ----       
 /s/ S. David Ellenbogen
______________________       Principal Executive Officer      September 11, 1996
 S. David Ellenbogen         and Director
 
 /s/ Glenn P. Muir
______________________       Principal Financial and          September 11, 1996
    Glenn P. Muir            Accounting Officer
 
 /s/ Jay A. Stein
______________________       Director                         September 11, 1996
    Jay A. Stein  


_______________________      Director                        
   Larry S. Grossman 

 /s/ Irwin Jacobs
_______________________      Director                         September 11, 1996
     Irwin Jacobs 

 /s/ William A. Peck
_______________________      Director                         September 11, 1996
    William A. Peck    

 /s/ Gerald Segel
_______________________      Director                         September 11, 1996
      Gerald Segel  

 /s/ Elaine Ullian
______________________       Director                         September 3,  1996
     Elaine Ullian 


                                     II-5
<PAGE>
 
                                 Exhibit Index
<TABLE>
<CAPTION>
 
 
Number                                      Description                                          Reference
- ------                                      -----------                                          ---------
<S>        <C>                                                                                   <C>  
4.1        Certificate of Incorporation of the Registrant -- Filed as Exhibit 3.01 to the 
           Registrant's Registration Statement on Form S-1 (File No. 33-33128)                       *
 
4.2        By-Laws of the Registrant -- Filed as Exhibit 3.02 to the Registrant's Registration 
           Statement on Form S-1 (File No. 33-33128)                                                 *
 
4.3        Specimen Certificate of Common Stock -- Filed as Exhibit 4.01 to the Registrant's 
           Registration Statement on Form S-1 (File No. 33-33128)*                                   *
 
5          Legal Opinion of Brown, Rudnick, Freed & Gesmer
                                                                              
23.1       Consent of Arthur Andersen LLP

23.2       Consent of Brown, Rudnick, Freed & Gesmer is included in their legal opinion filed 
           as Exhibit 5 hereof.
 
24         Power of Attorney (included on the signature page of this Registration Statement)
 
99.1       FluoroScan Imaging Systems, Inc. 1994 Amended and Restated Stock Incentive Plan
 
99.2       FluoroScan Imaging Systems, Inc. 1995 Stock Incentive Plan
 
99.3       FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option Plan
 
99.4       Agreement and Plan of Merger dated as of July 18, 1996 among the Registrant, 
           Fenway Acquisition Corp. and FluoroScan Imaging Systems, Inc. -- Filed as Exhibit 
           2.01 to the Registrant's Registration Statement on Form S-4 (File No. 333-08977)*         *
</TABLE> 

- --------------                         
 
*  Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
   Securities Act of 1933, as amended, reference is made to the documents
   previously filed with the Commission, which are incorporated by reference
   herein.

                                     II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19939}]
{"company-data": {"conformed-name": "HOLOGIC INC", "cik": "0000859737", "assigned-sic": "3844", "irs-number": "042902449", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11853", "film-number": "96629244"}, "business-address": {"street1": "590 LINCOLN ST", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178902300"}, "mail-address": {"street1": "590 LINCOLN STREET", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
As filed with the Securities and Exchange Commission on September 12, 1996.
                                              Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             ---------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                             ---------------------

                                 HOLOGIC, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                         04-2902449
- -----------------------                  ------------------------------------
State of Incorporation                   (IRS Employer Identification Number)

                590 Lincoln Street, Waltham, Massachusetts 02154
                ------------------------------------------------
              (Address of principal executive offices) (zip code)

FluoroScan Imaging Systems, Inc. 1994 Amended and Restated Stock Incentive Plan
           FluoroScan Imaging Systems, Inc. 1995 Stock Incentive Plan
       FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option Plan
                             (Full title of Plans)

                         S. David Ellenbogen, Chairman
 Hologic, Inc., 590 Lincoln Street, Waltham, Massachusetts 02154 (617) 890-2300
                    (Name and address of agent for service)

                                   Copies to:
                           Lawrence M. Levy, Esquire
                         Brown, Rudnick, Freed & Gesmer
                              One Financial Center
                          Boston, Massachusetts 02111
CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                           Proposed maximum     Proposed maximum       Amount of
   Title of securities    Amount to be    offering price per   aggregate offering   registration fee
    to be registered     registered (1)        share (2)           price (2)        
=======================================================================================================
Common Stock, $.01 
  par value                 297,517              $22.46           $6,682,231.82         $2,304.22
- ------------------------------------------------------------------------------------------------------- 
  Rights to Purchase 
  Common Stock (3)          297,517                ---                 ---                  ---
=======================================================================================================
(1)   Represents  150,716 shares, 124,431 shares and 22,370 shares of Common
      Stock that may be issued upon exercise of outstanding options granted
      under the FluoroScan Imaging Systems, Inc. 1994 Amended and Restated Stock
      Incentive Plan, the FluoroScan Imaging Systems, Inc. 1995 Stock Incentive
      Plan and the FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option
      Plan, respectively, that were assumed by Hologic upon consummation of the
      merger of its wholly-owned subsidiary with and into FluoroScan. Also
      registered hereunder are such additional number of shares of common stock,
      presently indeterminable, as may be necessary to satisfy the antidilution
      provisions of the Plans to which this Registration Statement relates.
(2)   Based upon the average exercise price of the options pursuant to which the
      shares covered by this Registration Statement may be purchased.
(3)   Pursuant to a Rights Agreement entered into in 1992, as amended, one right
      (each a "Right") is deemed to be delivered with each share of Common Stock
      issued by the Registrant. The rights currently are not separately
      transferable apart from the Common Stock, and they are not exercisable
      until the occurrence of certain events. Accordingly, no independent value
      has been attributed to the Rights.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation Of Documents by Reference.
- ------  --------------------------------------- 

        The Company hereby incorporates by reference the documents listed in 
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") (prior to the filing of a Post-
Effective Amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold) shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

        (a)   The Company's Prospectus included in its Registration Statement on
Form S-4, File No. 333-08977.

        (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Prospectus referred
to in (a) above.

        (c)   The description of the Company's Common Stock and Rights to
Purchase Common Stock which are contained in Hologic's Registration Statements
filed pursuant to Section 12 of the Exchange Act and all amendments thereto and
reports filed for the purpose of updating such description.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed hereby incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.

        The Company hereby undertakes to provide without charge to each person
who has received a copy of any of the prospectuses to which this registration
statement relates, upon the written or oral request of any such person, a copy
of any or all the documents that have been or may be incorporated by reference
into this registration statement, other than exhibits to such documents (unless
such exhibits are incorporated therein by reference).

Item 4. Description of Securities.
- ------  ------------------------- 

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.
- ------  -------------------------------------- 

        The validity of the securities offered hereby has been passed upon for
the Registrant by Messrs. Brown, Rudnick, Freed & Gesmer, One Financial Center,
Boston, Massachusetts 02111. Lawrence M. Levy, Secretary of the Registrant, is a
member of Brown, Rudnick, Freed & Gesmer and a stockholder of the Registrant.

Item 6. Indemnification of Directors and Officers.
- ------  ----------------------------------------- 

        Article 10 of the Registrant's Certificate of Incorporation eliminates
the personal liability of directors of the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the full extent permitted by
Delaware law. Article 11 of the Registrant's By-laws provides that the
Registrant may indemnify its officers and directors to the full extent permitted
by the General Corporation Law of the State of Delaware. Section 145 of the
General Corporation Law of the State of Delaware authorizes a corporation to
indemnify directors, officers, employees or agents of the corporation in non-
derivative suits if such party acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe this conduct was unlawful, as determined in
accordance with the Delaware General Corporation Law. Section 145 further
provides that indemnification shall be provided if the party in question is
successful on the merits or otherwise in the defense of any claim.

                                     II-2
The Registrant has entered into indemnification agreements with each of
its present directors. The Company may also enter into similar agreements with
certain of the Company's officers who are not also directors. Generally, the
indemnification agreements attempt to provide the maximum protection permitted
by Delaware law with respect to indemnification of directors. In addition, the
Registrant maintains insurance on behalf of any person who is or was a director
or officer against any loss arising from any claim asserted against him or her
in any such capacity, subject to certain exceptions.

Item 7. Exemption from Registration Claimed.
- ------  ----------------------------------- 

        Not Applicable.

Item 8. Exhibits.
- ------  -------- 

Number        Description
- ------        -----------

 4.1             Certificate of Incorporation of the Registrant -- Filed as
                 Exhibit 3.01 to the Registrant's Registration Statement on 
                 Form S-1 (File No. 33-33128)*

 4.2             By-Laws of the Registrant -- Filed as Exhibit 3.02 to the
                 Registrant's Registration Statement on Form S-1 (File 
                 No. 33-33128)*

 4.3             Specimen Certificate of Common Stock -- Filed as Exhibit 4.01
                 to the Registrant's Registration Statement on Form S-1 (File
                 No. 33-33128)*

 5               Legal Opinion of Brown, Rudnick, Freed & Gesmer

 23.1            Consent of Arthur Andersen LLP

 23.2            Consent of Brown, Rudnick, Freed & Gesmer is included in their
                 legal opinion filed as Exhibit 5 hereof.

 24              Power of Attorney (included on the signature page of this
                 Registration Statement)

 99.1            FluoroScan Imaging Systems, Inc. 1994 Amended and Restated
                 Stock Incentive Plan
 99.2            FluoroScan Imaging Systems, Inc. 1995 Stock Incentive Plan
 99.3            FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option
                 Plan
 99.4            Agreement and Plan of Merger dated as of July 18, 1996 among
                 the Registrant, Fenway Acquisition Corp. and FluoroScan Imaging
                 Systems, Inc. -- Filed as Exhibit 2.01 to the Registrant's
                 Registration Statement on Form S-4 (File No. 333-08977)*

- --------------

* Not filed herewith.  In accordance with Rule 411 promulgated pursuant to the
  Securities Act of 1933, as amended, reference is made to the documents
  previously filed with the Commission, which are incorporated by reference
  herein.

Item 9. Undertakings.
- ------  -------------

      (a) The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

              (2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                     II-3
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                     II-4
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Waltham, Commonwealth of Massachusetts, on
September 11, 1996.

                                            HOLOGIC, INC.

                                            By: /s/ S. David Ellenbogen
                                                _____________________
                                                S. David Ellenbogen
                                                Chairman and Chief
                                                Executive Officer

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints S. David Ellenbogen and Glenn P. Muir and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
 

         Signature                        Title                      Date
         ---------                        -----                      ----       
 /s/ S. David Ellenbogen
______________________       Principal Executive Officer      September 11, 1996
 S. David Ellenbogen         and Director
 
 /s/ Glenn P. Muir
______________________       Principal Financial and          September 11, 1996
    Glenn P. Muir            Accounting Officer
 
 /s/ Jay A. Stein
______________________       Director                         September 11, 1996
    Jay A. Stein  

_______________________      Director                        
   Larry S. Grossman 

 /s/ Irwin Jacobs
_______________________      Director                         September 11, 1996
     Irwin Jacobs 

 /s/ William A. Peck
_______________________      Director                         September 11, 1996
    William A. Peck    

 /s/ Gerald Segel
_______________________      Director                         September 11, 1996
      Gerald Segel  

 /s/ Elaine Ullian
______________________       Director                         September 3,  1996
     Elaine Ullian 

                                     II-5
Exhibit Index
Number                                      Description                                          Reference
- ------                                      -----------                                          ---------
4.1        Certificate of Incorporation of the Registrant -- Filed as Exhibit 3.01 to the 
           Registrant's Registration Statement on Form S-1 (File No. 33-33128)                       *
 
4.2        By-Laws of the Registrant -- Filed as Exhibit 3.02 to the Registrant's Registration 
           Statement on Form S-1 (File No. 33-33128)                                                 *
 
4.3        Specimen Certificate of Common Stock -- Filed as Exhibit 4.01 to the Registrant's 
           Registration Statement on Form S-1 (File No. 33-33128)*                                   *
 
5          Legal Opinion of Brown, Rudnick, Freed & Gesmer
                                                                              
23.1       Consent of Arthur Andersen LLP

23.2       Consent of Brown, Rudnick, Freed & Gesmer is included in their legal opinion filed 
           as Exhibit 5 hereof.
 
24         Power of Attorney (included on the signature page of this Registration Statement)
 
99.1       FluoroScan Imaging Systems, Inc. 1994 Amended and Restated Stock Incentive Plan
 
99.2       FluoroScan Imaging Systems, Inc. 1995 Stock Incentive Plan
 
99.3       FluoroScan Imaging Systems, Inc. 1994 Directors Stock Option Plan
 
99.4       Agreement and Plan of Merger dated as of July 18, 1996 among the Registrant, 
           Fenway Acquisition Corp. and FluoroScan Imaging Systems, Inc. -- Filed as Exhibit 
           2.01 to the Registrant's Registration Statement on Form S-4 (File No. 333-08977)*         *
- --------------                         
 
*  Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
   Securities Act of 1933, as amended, reference is made to the documents
   previously filed with the Commission, which are incorporated by reference
   herein.

                                     II-6