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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange
    Act of 1934. [Fee Required]

              For the Fiscal Year Ended: December 31, 1999
                                       or
[_] Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange
    Act of 1934. [No Fee Required]

              For the transition period from       to

                        Commission File Number: 0-27558

                               CYTYC CORPORATION
             (Exact name of registrant as specified in its charter)

                 Delaware                               02-0407755
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

               85 Swanson Road,                              01719
           Boxborough, Massachusetts                       (Zip Code)
    (Address of principal executive offices)

      Registrant's telephone number, including area code:  (978) 263-8000

Securities registered pursuant to Section 12(b) of the Act:
                                     None

Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.01 par value
                                (Title of class)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes [x]     No [_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of March 22, 2000 (based on the closing price as quoted by The
Nasdaq Stock Market as of such date) was $1,589,548,275. As of March 22, 2000,
36,332,532 shares of the registrant's common stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE
     The registrant intends to file a definitive proxy statement pursuant to
Regulation 14A within 120 days of the end of the fiscal year ended December 31,
1999. Portions of such proxy statement are incorporated by reference into Part
III of this Form 10-K.
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                                     PART I

Item 1.   Business

The Company

     Cytyc Corporation (the "Company") designs, develops, manufactures and
markets a sample preparation system for medical diagnostic applications. The
Company's ThinPrep(R) System allows for the automated preparation of cervical
cell specimens on microscope slides for use in cervical cancer screening, as
well as for the automated preparation of other cell specimens on microscope
slides for use in non-gynecological testing applications. On May 20, 1996, the
Company received premarket approval ("PMA") from the United States Food and
Drug Administration ("FDA") to market the ThinPrep System for cervical cancer
screening as a replacement for the conventional Pap smear method. On November 6,
1996, the FDA cleared expanded product labeling for the ThinPrep System to
include the claim that the ThinPrep System is significantly more effective in
detecting Low Grade Squamous Intraepithelial Lesions ("LGSIL") and more severe
lesions than the conventional Pap smear method in a variety of patient
populations. The expanded labeling also indicates that the specimen quality
using the ThinPrep System is significantly improved over that of the
conventional Pap smear method. The Company believes that the ThinPrep System
improves accuracy in the detection of cervical cancer and precancerous lesions
by making the slide more representative of the patient's clinical condition,
improving preservation of the sample, standardizing the presentation of cells on
the slide, and reducing the presence of mucus, blood and other obscuring debris.
On February 25, 1997, the FDA approved the Company's supplemental PMA
application for use of a combination of an endocervical brush and spatula
sampling devices, a commonly used method of collecting samples for conventional
Pap smears. On September 4, 1997, the FDA approved the Company's supplemental
PMA application for the testing for the human papillomavirus ("HPV") directly
from a single vial of patient specimen collected in a ThinPrep solution using a
third party's Hybrid Capture HPV DNA Assay. In March 1999, the FDA approved the
use of Hybrid Capture II DNA Assay from a single vial of patient specimen
collected in ThinPrep Solution. The Company commenced the full-scale commercial
launch of the ThinPrep System for cervical cancer screening in the United States
in 1997 and in selected international markets in 1998. During the third quarter
of 1999, the Company completed clinical trials for the ThinPrep(R) 3000
Processor, the Company's next-generation processor, and submitted a supplemental
PMA application to the FDA in October 1999. In July 1999, the Company announced
that it had successfully completed feasibility studies of the ThinPrep(R)
Imaging System(TM) to aid in cervical cancer screening and has since accelerated
product development activities for this system.

Cervical Cancer

     Cervical cancer is one of the most common cancers among women throughout
the world. Cervical cancer is preceded by curable precancerous lesions that
progress without symptoms over a period of years until they become invasive,
penetrating the cervical epithelium (cellular covering) and entering the
bloodstream or lymph system. In order to detect these precancerous lesions,
gynecologists in the United States typically recommend annual screening
examinations. If detected in the precancerous stage, virtually all cervical
cancer cases are preventable. The treatment of cervical cancer after it reaches
the invasive stage may require surgery, including a hysterectomy, and
chemotherapy or radiation treatment, which are difficult, expensive and may not
be successful.

     The factors associated with the development of cervical cancer are believed
to include early sexual activity, multiple sexual partners, cigarette smoking
and immunosuppression. In addition, a number of recent studies have concluded
that cervical cancer is strongly correlated to the presence of certain types of
HPV. According to these studies, HPV DNA is present in most cases of
precancerous lesions and in more than 90% of cases of intraepithelial and
invasive cancer. Cervical lesions that are HPV-negative or lacking certain types
of HPV are less likely to progress to cervical cancer.

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The Pap Smear

     Cervical cancer screening has been conducted since the late 1940s using the
Pap smear, a test developed by Dr. George Papanicolaou. In the United States,
widespread and regular use of the Pap smear as a screening test has contributed
to a greater than 70% decrease in mortality from cervical cancer in the past.
The Pap smear is currently the most widely used screening test for the early
detection of cancer in the United States.

 The Pap Smear Process

     The Pap smear process involves the science of cytology, which is the
microscopic interpretation of precancerous, malignant and other changes in
cells. The conventional Pap smear process begins with the collection of a
cervical specimen during a gynecological examination. To obtain a cervical cell
sample, a sampling device, such as either a brush and spatula or a "broom-like"
device, is used to scrape cells from the surface of the cervix. The sample is
then manually smeared onto a clean microscope slide by the physician who must
then spray the slide within a few seconds with a fixative agent to prevent
damage to the cell specimen from air drying. The slide is then submitted to a
clinical laboratory for manual microscopic examination.

     At the laboratory, a cytotechnologist, a medical professional with special
training in the examination and interpretation of human cells, conducts a
microscopic review of a prepared slide to determine the adequacy of the sample
and the presence of abnormal cells. In determining slide adequacy,
cytotechnologists classify each slide in one of three categories: (i)
satisfactory for evaluation, (ii) satisfactory but limited by ("SBLB") certain
characteristics, or (iii) unsatisfactory for evaluation. The percentage of
unsatisfactory and SBLB slides varies widely from laboratory to laboratory. In a
1991 study of 600 laboratories, it was reported that up to 20% of slides were
classified as unsatisfactory and up to 40% were classified as SBLB. Frequent
reasons for unsatisfactory or SBLB classifications include excess blood or mucus
that impair viewing or too few cells per slide.

     After determining the adequacy of the slide, the cytotechnologist manually
screens each Pap smear slide with a microscope to differentiate diseased or
abnormal cells from healthy cells based on size, shape and structural details of
the cells and nuclei. Typically, each Pap smear slide is then classified in
accordance with the Bethesda System for Reporting Cervical/Vaginal Cytologic
Diagnoses ("Bethesda System") into one of the following categories: (i)
Negative; (ii) Atypical Squamous Cells of Undetermined Significance/Atypical
Glandular Cells of Undetermined Significance ("ASCUS/AGUS"); (iii) Low Grade
Squamous Intraepithelial Lesions ("LGSIL"); (iv) High Grade Squamous
Intraepithelial Lesion ("HGSIL"); and (v) Carcinoma. Any slide classified as
other than negative is considered abnormal and may be precancerous or cancerous.
All abnormal slides are referred to a senior cytotechnologist and pathologist
for further review and final diagnosis.

     Notwithstanding the classifications imposed by the Bethesda System, the
subjective nature of the classification of Pap smear specimens results in
diagnoses that vary widely among cytotechnologists, pathologists and
laboratories. In 1988, to address accuracy and quality control concerns,
Congress adopted the Clinical Laboratory Improvement Amendments of 1988
("CLIA"). CLIA requires cytology laboratories to perform proficiency testing and
quality control by testing cytotechnologists in order to assure a minimum level
of competence and expertise. In addition, the CLIA regulations currently limit
the number of slides screened per day by a cytotechnologist to 100. Certain
states have also adopted regulations further limiting the number of slides which
can be manually examined per day by a cytotechnologist. As a further quality
control measure, the CLIA regulations require that laboratories manually
rescreen at least 10% of the slides that are initially classified as negative.

     Other methods of rescreening are currently available, including computer
imaging technologies that select certain negative slides or portions of negative
slides for reexamination by the cytotechnologist. These computer-imaging
technologies are intended to provide an additional quality control measure to
help identify false negative diagnoses.

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 Follow-Up Treatment of Abnormal Pap Smears

     Women with abnormal Pap smears may have to return to their physician's
office for a repeat Pap smear or to undergo costly colposcopy and biopsy
procedures. A colposcopy involves the physician using a device to visually
examine the surface of the cervix, and if necessary, performing a biopsy.
Treatment of early-stage non-invasive cervical cancer may be accomplished by
procedures to remove the abnormal cells. Once the cancer reaches the invasive
stage, the patient's chances for recovery are diminished and more radical
treatment is typically required, such as a hysterectomy and chemotherapy or
radiation therapy. These procedures may expose the patient to risk and cost and
result in significant physical and psychological stress.

Problems with the Conventional Pap Smear

     In spite of the success of the Pap smear in reducing deaths due to cervical
cancer, the test has significant limitations, including inadequacies in sample
collection and slide preparation, slide interpretation errors and the inability
to use the specimen for additional diagnostic tests. These limitations result in
a substantial number of inaccurate test results, including false negative
diagnoses.

 False Negative Diagnoses

     The limitations of the conventional Pap smear method in sample collection
slide preparation and interpretation result in a substantial number of
inaccurate test results in the form of false negative diagnoses. A false
negative diagnosis may allow the disease to progress to a later-stage of
development before being detected, thereby requiring a more expensive and
invasive course of treatment and diminishing the likelihood of successful
treatment. Reports of the false negative rate of the Pap test vary widely,
between 5% and 55%. Past studies have suggested that approximately 50% of false
negative diagnoses are attributable to inadequacies in sample collection and
slide preparation and approximately 50% are attributable to slide interpretation
errors.  The most comprehensive literature survey to date was recently published
by the Agency for Health Care Policy and Research (AHCPR), a division of the
U.S. Department of Health and Human Services.  The "Evaluation of Cervical
Cytology" evidence report concluded that the false negative rate for the
conventional Pap smear is approximately 49% and that about two-thirds of false
negatives are due to sampling error and the remaining one-third due to detection
error.

 Inadequacies in Sample Collection and Slide Preparation

     There are a variety of difficulties with current methods of cell
collection, cell transfer and slide preparation. These difficulties include cell
loss, improper fixation of the cells (typically, from air-drying), thick and
uneven smearing of cells on the slide, and excess blood, mucus and other
obscuring debris on the slide. A study published in the American Journal of
Clinical Pathology in February 1994 reported that as much as 80% of the sample
taken from a patient using the conventional Pap smear method is not transferred
to the microscope slide and remains on the discarded collection device. This
discarded portion of the sample may contain the abnormal cells necessary for an
accurate diagnosis. In addition to the problem of cell transfer, the
conventional Pap smear method produces inconsistent and non-uniform slides with
extreme variability in quality, making examination difficult. The Company
believes that these limitations are responsible for a large percentage of slides
being classified as SBLB. These slides are more difficult to interpret and
increase the uncertainty of an accurate diagnosis. Consequently, patients are
often subjected to the inconvenience and expense of return office visits for
repeat testing and to the anxiety resulting from the inconclusive nature of the
initial test. The Company believes that these repeat visits and examinations
also result in significant costs to the healthcare system.

 Slide Interpretation Errors

     The process of screening and interpreting a manually prepared Pap smear is
complex and tedious. This process requires constant vigilance, as approximately
90% to 95% of all Pap smear diagnoses in the United States are negative. In
addition, the process is prone to error as a result of the complexity of
properly evaluating and categorizing subtle and minute changes in cellular or
nuclear detail. The screening process requires intense visual

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review through a microscope of a large volume of slides, each of which typically
contains 50,000 to 300,000 cervical cells. The small percentage of Pap smears
that contain any abnormality may, in turn, contain only a small number of
abnormal cells among the vast number of normal cells. Cytotechnologists
generally review each slide for approximately five to ten minutes and may review
up to 100 slides per day. All of these factors contribute to the incidence of
false negative diagnoses.

 Lack of Additional Testing Capability

     The conventional Pap smear method does not permit additional or adjunct
testing from the original patient sample. The ability to produce multiple slides
from a single sample could be used by clinical laboratories for follow-up
testing, quality control or proficiency testing. Further, the conventional Pap
smear method requires the patient to be called back to the physician's office to
provide a second sample if additional testing, such as HPV testing, is desired.
The Company believes that the ability to test for HPV directly from the ThinPrep
collection vial has the potential for substantial healthcare cost savings
through reduced costly management of borderline cervical abnormalities.

The ThinPrep System

     The Company believes that the ThinPrep System offers a number of benefits
which address limitations of the conventional Pap smear method, including
improved accuracy in the detection of cervical cancer and precancerous lesions,
standardization and simplification of the sample preparation process, the
ability to permit multiple tests to be conducted from a single sample and
improved productivity in screening by reducing cytotechnologist fatigue and the
time required to examine each slide. In August 1997, Obstetrics & Gynecology, a
preeminent, widely read, peer-reviewed journal on women's healthcare issues,
published a major study describing the effectiveness of the ThinPrep(R) Pap
Test(TM) in screening for cervical cancer.

     The ThinPrep System, which was cleared for marketing as a replacement for
the conventional Pap smear method for cervical cancer screening by the FDA on
May 20, 1996, consists of the ThinPrep(R) 2000 Processor and related disposable
reagents, filters and other supplies. The ThinPrep System is designed to reduce
the incidence of false negative diagnoses, improve slide quality, reduce
inconclusive SBLBs and enable a single sample to be used for additional
diagnostic testing. On November 6, 1996, the FDA cleared expanded product
labeling for the ThinPrep System to include the claim that the ThinPrep System
is significantly more effective in detecting LGSIL and more severe lesions than
the conventional Pap smear method in a variety of patient populations. This
expanded labeling also indicates that the specimen quality using the ThinPrep
System is significantly improved over that of the conventional Pap smear method.
In February 1997, the Company received FDA approval of the Company's
supplemental PMA application for the use of a combination of an endocervical
brush and spatula sampling devices, a commonly used method of collecting samples
for conventional Pap smears. In September 1997, the FDA approved the Company's
supplemental PMA application for the testing for HPV directly from a single vial
of patient specimen collected in a ThinPrep solution using the Hybrid Capture
HPV DNA Assay of a third party. In March 1999, the FDA approved the use of
Hybrid Capture II Assay from a single vial of patient specimen collected in
ThinPrep solution. The Company commenced the full-scale commercial launch of the
ThinPrep System for cervical cancer screening in the United States in 1997 and
in selected international markets in 1998. During the third quarter of 1999, the
Company completed clinical trials for the ThinPrep 3000 Processor, the Company's
next-generation processor, and submitted a supplemental PMA application to the
FDA in October 1999. In July 1999, the Company announced that it had
successfully completed feasibility studies of the ThinPrep Imaging System to aid
in cervical cancer screening and has since accelerated product development
activities of this system.

     The ThinPrep process begins with the patient's cervical sample being taken
by the physician using a cervical sampling device which, rather than being
smeared on a microscope slide, is rinsed in a vial filled with the Company's
proprietary PreservCyt(R) Solution. This enables virtually all of the patient's
cell sample to be preserved before the cells can be damaged by air drying. The
ThinPrep specimen vial is then labeled and sent to a laboratory equipped with a
ThinPrep 2000(R) Processor for slide preparation and screening.

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     At the laboratory, the ThinPrep specimen vial is inserted into a ThinPrep
2000 Processor, a proprietary sample preparation device which automates the
process of preparing cervical specimens. Once the vial is inserted into the
ThinPrep 2000 Processor, a gentle dispersion step breaks up blood, mucus, non-
diagnostic debris and large sheets of cells and homogenizes the cell population.
The cells are then automatically collected on the Company's proprietary
TransCyt(R) Filter, which incorporates an eight micron membrane specifically
designed to collect abnormal and cancerous cells. The ThinPrep 2000 Processor
constantly monitors the rate of flow through the TransCyt Filter during the
collection process in order to prevent the cellular presentation from being too
scant or too dense. A thin layer of cells is then transferred to a glass slide
in a 20 mm-diameter circle and the slide is automatically deposited into a
preservative solution. The ThinPrep 2000 Processor allows for the processing of
approximately 20 to 25 patient samples per hour.

     The Company's proprietary reagents and supplies include PreservCyt Solution
to collect and transport cervical samples to the laboratory for optimal cell
preservation and TransCyt Filters to collect cells and remove non-diagnostic
debris and mucus. The Company also sells ThinPrep(R) Microscope Slides, high-
quality microscope slides manufactured to the Company's specifications, which
improve cell adhesion to the slide.

Clinical Trial Results

     In October 1995, the Company completed the clinical trial used to support
its PMA application, which was a blinded, split-sample study performed at six
clinical sites in the United States, including three screening centers and three
hospital sites. A total of 6,747 patients were included. The study compared the
effectiveness of the ThinPrep System to the conventional Pap smear method for
the detection of precancerous lesions of the cervix. Specimen adequacy was also
compared.

     The results from the three screening centers indicated a 65% improvement in
the detection of disease, while in the three hospital sites in which patients
had historically exhibited high prevalence rates of cervical abnormalities, the
ThinPrep method demonstrated a 6% improvement. In May 1996, based on the
clinical trial results, the Food and Drug Administration (FDA) approved the
ThinPrep 2000 System as a replacement for the conventional Pap smear method in
screening for the presence of atypical cells, cervical cancer, and its precursor
lesions.  After further analysis of the clinical trial data, in November 1996,
the FDA cleared expanded product labeling for the ThinPrep System to include
that the ThinPrep System is significantly more effective in detecting LGSIL and
more severe lesions than the conventional Pap smear method in a variety of
patient populations.  The FDA also cleared expanded product labeling for the
ThinPrep System to include that the specimen quality using the ThinPrep System
is significantly improved over that of the conventional Pap smear method.

     Since FDA approval in May of 1996, a number of studies have been published
or presented that evaluate the ThinPrep Pap Test in direct-to-vial, routine
clinical use. To date, more than 20 major studies evaluating the performance of
the ThinPrep Pap Test have been published in peer-review journals. The studies
have included more than 300,000 patients in the ThinPrep Pap Test cohort and
have been conducted in every region of the United States, as well as Europe,
Asia, Africa and Australia. These studies consistently demonstrate a wide range
of benefits of the ThinPrep Pap Test including increased disease detection,
reduction of equivocal diagnoses, improved specimen adequacy and cost
effectiveness.

Non-Gynecological Cytology

     In May 1991, the Company began commercial shipments of the ThinPrep(R)
Processor to cytology laboratories in the United States for use in non-
gynecological testing applications. Non-gynecological specimens include sputum;
voided and catheterized urine; body fluids such as peritoneal fluid, ascites
fluid, or cerebrospinal fluid; brushing of respiratory or gastrointestinal
tracts; and fine needle aspiration specimens obtained from a variety of sources
such as the breast, thyroid, lung or liver. These samples are evaluated in
patients in whom malignancy is strongly suspected or as follow-up information in
patients previously diagnosed and treated for cancer.

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Marketing and Sales

     The Company's marketing and sales strategy is to achieve broad market
acceptance of the ThinPrep System for cervical cancer screening. A critical
element of its strategy is to utilize the results of the Company's 1995 clinical
trial and expanded FDA labeling to demonstrate the safety and efficacy of the
ThinPrep System to healthcare providers, third-party payors and clinical
laboratories. The Company believes that coordination of the activity of these
three market segments is necessary to achieve the desired level of market
penetration of the ThinPrep System. In 1997, the Company implemented a full-
scale commercial launch of the ThinPrep System in the United States with its
direct marketing and sales force organization, complemented by the initiation of
strategic marketing relationships with third parties.

     The Company continues to expand its direct marketing and sales organization
in the United States, supported by customer and technical service
representatives. The Company's direct marketing and sales organization focuses
on the clinical and economic benefits of the ThinPrep System for healthcare
providers, third-party payors and clinical laboratories. The Company designs its
marketing programs to establish and reinforce the recognition of its corporate
and product names through investments in medical advertising, direct mail,
focused medical educational symposia, trade shows and other promotional
activities. The Company has also initiated an education and training program
which will be offered to accredited cytology schools across the United States.

     In addition to its direct sales efforts during 1997 and 1998, the Company
entered into an agreement with Mead Johnson and Company ("Mead Johnson") a
division of Bristol-Meyers Squibb Company, to build a joint sales force of
approximately 500 sales representatives to co-promote the ThinPrep Pap Test
directly to over 15,000 obstetricians and gynecologists throughout the United
States.  The Company's agreement with Mead Johnson expired in December 1998.
Mead Johnson received a residual payment in February 2000, based upon 1999 sales
of the ThinPrep System. The Company has also entered into agreements with large
clinical laboratory companies with a network of laboratories across the United
States. The clinical laboratory companies have worked with the Company on
marketing and sales programs, which generally involve joint marketing geared
toward promoting the Company's products to physicians and third-party payors.
In January 1999, the Company announced its intention to employ 75 additional
direct sales personnel to promote its products to physicians.  As of January
2000, all 75 of such sales personnel had been employed by the Company.

     Following the initial market launch of the ThinPrep product in the United
States, the Company has more recently initiated its marketing and sales efforts
in Europe and Asia Pacific. The Company established subsidiaries in Switzerland
and Australia in 1997, and in France and Italy in 1998 and in Canada and the
United Kingdom in 1999, to handle sales, service, training and distribution to
clinical laboratories. The Company's strategy is to establish a worldwide
selling channel appropriate for developing an international customer-base,
taking into consideration factors such as government regulations, screening
cycles and clinical practices of the particular country or region. The Company
is also evaluating the use of direct and indirect international sales channels,
including contract sales organizations, distributors and marketing partners.

     Due to limited market awareness of the ThinPrep System, the Company
believes that both domestic and international sales efforts will continue to
involve a lengthy process, requiring the Company to educate healthcare providers
and third-party payors regarding the clinical benefits and cost-effectiveness of
the ThinPrep System. The Company's success and growth will depend on market
acceptance of the ThinPrep System among healthcare providers, third-party payors
and clinical laboratories. The Company will continue to sell the ThinPrep 2000
Processor to customers and charge separately for related disposable reagent
filters and supplies. In the past, the Company has offered discounts to
stimulate demand for the ThinPrep System and may elect to do so in the future,
which discounts could have a material adverse effect on the Company's business,
financial condition and results of operations.

     In order to effectively market the ThinPrep System for cervical cancer
screening, the Company will need to continue to increase its marketing and sales
capabilities. No assurance can be given that the Company's direct sales force or
strategic marketing relationships will succeed in promoting the ThinPrep System
to healthcare providers,

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third-party payors or clinical laboratories, or that additional marketing and
sales channels will be successfully established. While the Company is currently
evaluating marketing and sales channels abroad, including contract sales
organizations, distributors and marketing partners, the Company has established
very limited foreign sales channels. There can be no assurance that the Company
will be able to recruit and retain skilled marketing, sales, service or support
personnel or foreign distributors, or that the Company's marketing and sales
efforts will be successful. Failure to successfully expand its marketing and
sales capabilities in the United States or establish its international marketing
and sales organization internationally would have a material adverse effect on
the Company's business, financial condition and results of operations. The
Company's marketing success in the United States and abroad will depend on
whether it can obtain required regulatory approvals, successfully demonstrate
the cost-effectiveness of the ThinPrep System, further develop its direct sales
capability and establish arrangements with contract sales organizations,
distributors and marketing partners. Failure by the Company to successfully
market its products would have a material adverse effect on the Company's
business, financial condition and results of operations.

Third-Party Reimbursement

     The Company intends to focus on obtaining coverage and reimbursement from
major national and regional managed care organizations and insurance carriers
throughout the United States. Most of the third-party payor organizations
independently evaluate new diagnostic procedures by reviewing the published
literature and the Medicare coverage and reimbursement policy on the specific
diagnostic procedure. To assist the third-party payors in their respective
evaluations of the ThinPrep System, the Company provides scientific and clinical
data to support its claims of the safety and efficacy of the ThinPrep System.
The Company believes that the ThinPrep System will allow for earlier detection
of LGSIL and more severe lesions and result in less aggressive and costly
treatment procedures. In addition, the Company expects that the ThinPrep System
will significantly improve specimen adequacy, thereby reducing repeat office
visits and test procedures and thus overall healthcare management costs. The
Company will focus on earlier disease detection and cost savings benefits in
establishing reimbursement for the ThinPrep method for cervical cancer
screening.

     In the United States, the current rate of reimbursement to laboratories
from managed care organizations and other third-party payors to screen
conventional Pap smears ranges from approximately $6.00 to $36.00 per test, with
$17.00 as the most common rate of reimbursement. The cost per ThinPrep Pap Test,
plus a laboratory mark-up, is billed by laboratories to third-party payors or
patients and typically results in a higher cost than the current charge for
conventional Pap tests. The Medicare Balanced Budget Refinement Act (P.L.106-
113) has established a national minimum payment amount of $14.60 for a
diagnostic or screening pap smear laboratory test performed in 2000 (including
all cervical cancer screening technologies that have been approved by the Food
and Drug Administration as a primary screening method for detection of cervical
cancer). This amount is to be adjusted annually. Stated in this legislation is a
"Sense of Congress - It is the sense of the Congress that -

     (1)  the Health Care Financing Administration has been slow to incorporate
          or provide incentives for providers to use new screening diagnostic
          health care technologies in the area of cervical cancer;

     (2)  some new technologies have been developed which optimize the
          effectiveness of pap smear screening; and

     (3)  the Health Care Financing Administration should institute an
          appropriate increase in the payment rate for new cervical cancer
          screening technologies that have been approved by the Food and Drug
          Administration and that are significantly more effective than a
          conventional pap smear."

     Successful sales of the ThinPrep System for cervical cancer screening in
the United States and other countries will depend on the availability of
reimbursement from third-party payors such as private insurance plans, managed
care organizations, and Medicare and Medicaid. In 1997, the United States
Healthcare Financing Administration ("USHCFA") determined that Medicare would
cover the ThinPrep Pap Test. Because the ThinPrep Pap Test is a new test, the
USHCFA did not assign a reimbursement level for the procedure, but instead
allows Medicare intermediaries at the state level to "gap fill" or reimburse for
the procedure based on the laboratory billing they receive. Although a number of
managed care organizations have added the ThinPrep Pap Test to their coverage,
there can be no assurance that third-party payors will provide or continue to
provide such coverage, that reimbursement levels will be adequate or that
healthcare providers or clinical laboratories will use the ThinPrep

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System for cervical cancer screening in lieu of the conventional Pap smear
method. There is significant uncertainty concerning third-party reimbursement
for the use of any medical device incorporating new technology. In February
1998, the BlueCross BlueShield Association's Technology Evaluation Center
announced results of a recent review of three new cervical cancer screening
technologies, including the ThinPrep Pap Test, with respect to cost-
effectiveness. Although the review concluded that such technologies offered only
modest improvement, the Company believes that the study did not consider certain
cost advantages inherent in using the ThinPrep System. The study's conclusions
are not binding and do not represent a national coverage or reimbursement
decision by the Blue Cross and Blue Shield organizations. The Company estimates
that approximately one half of the existing Blue Cross and Blue Shield Plans
currently cover the ThinPrep Pap Test. Although the Company believes that to
date the review has not caused any significant change in the decision of Blue
Cross and Blue Shield plans currently reimbursing laboratories for the ThinPrep
Pap Test, there can be no assurance that the review will not lead to adverse
reimbursement decisions by Blue Cross, Blue Shield plans or others.
Reimbursement by a third-party payor depends on a number of factors, including
the level of demand by healthcare providers and the payor's determination that
the use of the ThinPrep System represents a clinical advance compared to current
technology and is safe and effective, medically necessary, appropriate for
specific patient populations and cost-effective. Since reimbursement approval is
required from each payor individually, seeking such approvals is a time-
consuming and costly process, which requires the Company to provide scientific
and clinical data to support the use of the ThinPrep System to each payor
separately. There can be no assurance that third-party reimbursement will be or
remain available for the ThinPrep System or any other products that may be
developed by the Company, or that such third-party reimbursement will be
adequate.

     A key component in the reimbursement decision by most private insurers and
the United States Health Care Financing Administration, which administers
Medicare, is the assignment of a CPT code which is used in the submission of
claims to insurers for reimbursement for medical services. CPT codes are
assigned, maintained and revised by the CPT Editorial Board administered by the
American Medical Association. In 1997, the CPT Editorial Board assigned a new
CPT code number 88142, which has been in effect since January 1, 1998,
specifically for liquid-based monolayer cervical cell specimen preparation. The
new specific CPT code is expected to facilitate reimbursement to the Company's
laboratory customers for their use of the ThinPrep Pap Test. Initial delays in
the implementation of the new CPT code by third-party payors, however, resulted
in delayed reimbursement to the Company's laboratory customers in the first half
of 1998, which the Company believes caused orders for the ThinPrep Pap Test
during that period to be reduced, delayed, or eliminated.

     The Company's direct sales force is actively working with current
laboratory customers and health insurance companies to facilitate implementation
and reimbursement under the new CPT code. As of December 31, 1999, based on
information provided to the Company, the Company believes that substantially all
of the 190 health insurance companies which announced coverage of the ThinPrep
Pap Test have implemented the new CPT code and have established a reimbursement
amount. There are approximately six hundred managed care organizations and other
third-party payors in the United States. There can be no assurance, however,
that the new CPT code will be successfully implemented by additional third-party
payors, that any reimbursement delays will be successfully reduced, or that
reimbursement levels under the new CPT code will be adequate.

     The Company has limited experience in obtaining reimbursement for its
products in the United States or other countries. In addition, third-party
payors are routinely limiting reimbursement and coverage for medical devices and
in many instances are exerting significant pressure on medical suppliers to
lower their prices. Lack of or inadequate reimbursement by government and other
third-party payors for the Company's products would have a material adverse
effect on the Company's business, financial condition and results of operations.
Further, outside of the United States, healthcare reimbursement systems vary
from country to country, and there can be no assurance that third-party
reimbursement will be made available at an adequate level, if at all, for the
ThinPrep System under any other reimbursement system.

                                       9

<PAGE>

Manufacturing

     During 1999, the Company manufactured its ThinPrep 2000 Processors and
filters and purchased related disposable reagents and supplies from third
parties. In January 2000, the Company acquired Acu-Pak, Inc. ("Acu-Pak"), a
contract packager in Londonderry, New Hampshire that was manufacturing, filling
vials containing and distributing the Company's solutions for all of its
ThinPrep line of products. The Company currently leases approximately 97,000
square feet of commercial space in Boxborough, MA and believes that its existing
facility, along with the Acu-Pak production facility consisting of approximately
45,000 square feet of commercial space, are adequate to meet the existing
production requirements for the ThinPrep System.

     The Company has further expanded its manufacturing capacity by adding
approximately $2.2 million of additional automated equipment, which was
installed in early 1999. Of this amount, approximately $1.7 million was paid in
1998 and approximately $0.5 million was paid in 1999.

     The Company's manufacturing process is subject to pervasive and continuing
regulation by the FDA, including the FDA's Quality System Regulation ("QSR").
Failure to comply with such regulations would materially impair the Company's
ability to achieve or maintain commercial-scale production. Further, any failure
of the Company's equipment to perform to the Company's specifications could
impair the Company's ability to produce adequate quantities of ThinPrep
supplies. As a result, the Company may be subject to total or partial suspension
of production, withdrawal of approval, and recall or seizure of products by the
FDA in the event of product malfunction or failure.

     In October 1997, the Company obtained ISO 9001 registration, an
international quality standard. The Company has also met the applicable
requirements to use the "CE" mark for its ThinPrep System. There can be no
assurance that the Company will be able to maintain compliance with ISO or CE
mark requirements. Failure to maintain compliance with the applicable
manufacturing requirements of various regulatory agencies would have a material
adverse effect on the Company's business, financial condition and results of
operations.

     Certain key components of the Company's ThinPrep System are currently
provided to the Company by single sources. In the event that the Company is
unable to obtain sufficient quantities of such components on commercially
reasonable terms, or in a timely manner, the Company would not be able to
manufacture its products on a timely and cost-competitive basis, which would
have a material adverse effect on the Company's business, financial condition
and results of operations.

Research and Development

     The Company's research and development strategy is to continue to develop
innovative medical diagnostic applications of the ThinPrep technology and to
continue to enhance the ThinPrep System. The Company has established a program
to further enhance and automate the ThinPrep Processor. The Company's next
generation instrument, the ThinPrep(R) 3000 Processor, was designed to provide
batch processing and walk-away capability by increasing capacity to 80 sample
vials and more fully automating the slide preparation process. In October 1999
the Company completed clinical trials using the automated ThinPrep 3000
Processor and submitted a supplemental PMA application to the FDA. Although the
Company anticipates that the ThinPrep 3000 Processor will be commercially
available during 2000, there can be no assurance that the ThinPrep 3000 will
receive necessary regulatory approvals or be successfully commercialized.

     The Company is also evaluating additional diagnostic applications of its
ThinPrep technology in testing for the presence of other types of cancers and
sexually transmitted diseases. The Company has not yet determined which of these
applications, if any, it will seek to develop and commercialize. There can be no
assurance that the Company will be successful in developing or marketing
additional applications. Furthermore, any additional applications may require
submission of a PMA application or PMA supplement prior to the marketing of such
applications. There can be no assurance that the FDA would approve such
submissions on a timely basis, if at all.

                                      10

<PAGE>

     In July 1999, the Company announced that it had successfully completed
feasibility studies of the ThinPrep Imaging System to aid in cervical cancer
screening and has since accelerated its product development activities.  There
can be no assurance that the Company will obtain necessary regulatory approvals
or successfully develop such imaging technology.

     The Company's expenditures for research and development (which includes
clinical trials, regulatory affairs and engineering) were approximately $6.0
million, $8.4 million, and $13.4 million for the years ended December 31, 1997,
1998, and 1999, respectively.

Government Regulation

     The manufacture and sale of medical diagnostic devices intended for
commercial use are subject to extensive governmental regulation in the United
States and in other countries. The Company's existing products, including the
ThinPrep System, are regulated in the United States as medical devices by the
FDA under the Federal Food, Drug, and Cosmetic Act ("FDC Act") and generally
require premarket approval through the filing of a PMA prior to commercial
distribution. In addition, certain material changes or modifications to medical
devices also are subject to the FDA review and approval. Pursuant to the FDC
Act, the FDA regulates the research, testing, manufacture, safety, labeling,
storage, record keeping, advertising, distribution and production of medical
devices in the United States. Non-compliance with applicable requirements of the
FDC Act can result in the failure of the government to grant premarket approval
for devices, withdrawal of clearances or approvals, total or partial suspension
of production, fines, injunctions, civil penalties, recall or seizure of
products, and criminal prosecution.

     The regulatory approval process can be expensive, lengthy and uncertain.
There can be no assurance that the Company will be able to obtain necessary
regulatory approvals for any proposed future products or modifications of
existing products. The failure to obtain approvals, loss of previously received
approvals, or failure to comply with existing or future regulatory requirements,
would have a material adverse effect on the Company's business, financial
condition and results of operations.

     The FDA's regulations require agency approval of a PMA supplement for
certain changes if they affect the safety and effectiveness of the device,
including, but not limited to, new indications for use; labeling changes; the
use of a different facility or establishment to manufacture, process, or package
the device; changes in manufacturing facilities, methods, or quality control
systems; and changes in performance or design specifications.

     The ThinPrep System for cervical cancer screening received PMA approval in
May 1996. The Company anticipates that other proposed uses for the ThinPrep
System may require approval of a PMA supplement or a new PMA application.
Although the Company has developed and submitted to the FDA its next-generation
ThinPrep 3000 Processor and is currently developing its ThinPrep Imaging System,
neither product has received regulatory approval to date. There can be no
assurance that such approvals will be obtained on a timely basis, or at all.

     In July 1997, several petitions were filed requesting that the FDA review
the PMA approval granted to the ThinPrep System. The petitions were filed
pursuant to a provision of the FDC Act permitting any interested party to
initiate a process by which the FDA may review an approval order and may issue
an order affirming, reversing or modifying the approval. To the Company's
knowledge, the FDA has conducted a review pursuant to this provision only twice
since the enactment of the Medical Device Amendments of 1976. The Company
responded to the petitions by submitting comments in December 1997 arguing that
the FDA should deny them.

     In April 1999, the U.S. Food and Drug Administration (FDA) ruled on the
petitions objecting to the approval of the ThinPrep Pap Test.  In a letter
addressed to petitioners, and copied to Cytyc, the FDA concluded:   "It would
serve no useful purpose to convene an advisory committee of experts to consider
the objections raised in the petitions." The FDA addressed each of a total of 10
objections raised by the seven petitioners.  In each instance, the agency
concluded that there was no justification for review.

                                       11
<PAGE>

     The ThinPrep System is, and any other products manufactured or distributed
by the Company pursuant to an approved PMA application or supplements will be,
subject to pervasive and continuing regulation by the FDA, including record-
keeping requirements, reporting of adverse experience with the use of the
device, postmarket surveillance, postmarket registration and other actions as
deemed necessary by the FDA. The Company is also subject to FDA inspection for
compliance with regulatory requirements. Product labeling and promotional
activities are also subject to scrutiny by the FDA and, in certain instances, by
the Federal Trade Commission. Products may only be promoted by the Company and
any of its distributors for their approved indications. No assurance can be
given that modifications to the labeling which may be required by the FDA in the
future will not adversely affect the Company's ability to market or sell the
ThinPrep System.

     The Company also is subject to numerous federal, state and local laws
relating to such matters as safe working conditions, manufacturing practices,
environmental protection, fire hazard control and disposal of hazardous or
potentially hazardous substances. There can be no assurance that the Company
will not be required to incur significant costs to comply with such laws and
regulations in the future, or that such laws or regulations will not have a
material adverse effect upon the Company's business, financial condition and
results of operations.

     Sales of medical devices outside of the United States are subject to
foreign regulatory requirements that vary widely from country to country. The
time required to obtain approval to market and sell the ThinPrep System from a
foreign country may be longer or shorter than that required for FDA approval and
the requirements may differ. No assurance can be given that such foreign
regulatory approvals will be granted on a timely basis, or at all. In addition,
there can be no assurance that the Company will meet the FDA's export
requirements or receive FDA export approval when such approval is necessary, or
that countries to which the devices are to be exported will approve the devices
for import. Failure of the Company to meet the FDA's export requirements or
obtain FDA export approval when required to do so, or to obtain approval for
import, could have a material adverse effect on the Company's business,
financial condition and results of operations.

     The laboratories that would purchase the ThinPrep System are subject to
extensive regulation under the Clinical Laboratory Improvement Amendments of
1988 (CLIA), which requires laboratories to meet specified standards in the
areas of personnel qualifications, administration, participation in proficiency
testing, patient test management, quality control, quality assurance and
inspections. The Company believes that the ThinPrep device operates in a manner
that will allow laboratories purchasing the device to comply with CLIA
requirements. However, there can be no assurance that adverse interpretations of
current CLIA regulations or future changes in CLIA regulations would not have an
adverse effect on sales of the ThinPrep System.

Patents, Trademarks, Copyrights, Licenses and Proprietary Rights

     The Company relies on a combination of patents, trademarks, trade secrets,
copyrights and confidentiality agreements to protect its proprietary technology,
rights and know-how. The Company pursues patent protection in the United States
and files corresponding patent applications in certain foreign jurisdictions.
The Company holds fourteen issued United States patents, seven pending United
States patent applications, and corresponding foreign patents or patent
applications relating to various aspects of its ThinPrep technology. There can
be no assurance, however, that pending patent applications will ultimately issue
as patents or that the claims allowed in any of the Company's existing or future
patents will provide competitive advantages for the Company's products or will
not be successfully challenged or circumvented by competitors. Under current
law, patent applications in the United States are maintained in secrecy until
patents are issued and patent applications in foreign countries are maintained
in secrecy for a period after filing. The right to a patent in the United States
is attributable to the first to invent, not the first to file a patent
application. The Company cannot be sure that its products or technologies do not
infringe patents that may be granted in the future pursuant to pending patent
applications or that its products do not infringe any patents or proprietary
rights of third parties. In the event that any relevant claims of third-party
patents are upheld as valid and enforceable, the Company could be prevented from
selling its products or could be required to obtain licenses from the owners of
such patents or be required to redesign its products to avoid infringement.
There can be no assurance that such licenses would be available or, if
available, would be on terms acceptable to the Company or that the Company would
be successful in any attempts to redesign its products or processes to avoid
infringement.

                                       12
<PAGE>

The Company's failure to obtain these licenses or to redesign its products would
have a material adverse effect on the Company's business, financial condition
and results of operations. There can be no assurance that the obligations of
employees of the Company and third parties with whom the Company has entered
into confidentiality agreements to maintain the confidentiality of such trade
secrets and proprietary information, will effectively prevent disclosure of the
Company's confidential information or provide meaningful protection for the
Company's confidential information if there is unauthorized use or disclosure,
or that technology similar to the Company's will not be independently developed
by the Company's competitors. In addition, the Company is the exclusive
perpetual worldwide licensee of certain patented technology from DEKA for use in
the field of cytology related to the fluid pumping system used in the ThinPrep
System. The Company is obligated to pay royalties equal to 1% of net sales of
the ThinPrep Processor, filter cylinder disposable products which are used in
the ThinPrep System, and improvements made by the Company relating to such
items. The license provides that it may only be terminated (1) by mutual written
consent of both parties or (ii) by DEKA on written notice to the Company in the
event that the license is assigned to other than a single acquiror without the
consent of DEKA. Failure by the Company to maintain rights to such technology
could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company also holds unregistered
copyrights on documentation and operating software developed by it for the
ThinPrep System. There can be no assurance that any copyrights owned by the
Company will provide competitive advantages for the Company's products or will
not be challenged or circumvented by its competitors. Litigation may be
necessary to defend against claims of infringement, or to enforce patents,
copyrights, trademarks or trade secrets of the Company which could result in
substantial cost to, and diversion of effort by, the Company. The Company is
currently a party to a patent infringement lawsuit. See "Legal Proceedings".
There can be no assurance that the Company will prevail in this, or any other,
litigation. In addition, the laws of some foreign countries do not protect the
Company's proprietary rights to the same extent as do the laws of the United
States.

Competition

     The Company faces direct competition from a number of publicly-traded and
privately-held companies, including other manufacturers of thin layer slide
preparation systems. Many of the Company's existing and potential competitors
have substantially greater financial, marketing, sales, distribution and
technical resources than the Company, and more experience in research and
development, clinical trials, regulatory matters, manufacturing and marketing.
In addition, many of these companies may have established third-party
reimbursement for their products. Several established medical device
manufacturers produce thin layer slide preparation systems for use in non-
gynecological testing applications, at least one of which has achieved brand-
name recognition and significant penetration in the non-gynecological cytology
market.  In June 1999, AutoCyte, Inc., a competitor of the Company, received FDA
approval to market its slide preparation system.  In September 1999, AutoCyte,
Inc. effected a merger with NeoPath, Inc., another competitor of the Company and
a company that has received FDA approval for a computer imaging system for
primary screening of Pap smears.  The combined company was renamed TriPath
Imaging, Inc. The development, FDA approval and commercial marketing of such
systems for cervical cancer screening could have a material adverse effect on
the Company's business, financial condition and results of operations. In
addition to direct competition, the Company faces indirect competition from
companies which currently market imaging systems to initially evaluate
conventional pap smears (primary screening method) or to reexamine or rescreen
conventional Pap smears previously diagnosed as negative. The Company believes
that these systems, as currently sold, could not be used with the ThinPrep
System, and, therefore, if such systems are installed at or used by hospitals
and reference laboratories, the Company's ability to market its products to such
hospitals and laboratories could be materially adversely affected. The medical
device industry is characterized by rapid product development and technological
advances. The Company's products could be rendered obsolete or uneconomical by
the introduction and market acceptance of competing products, by technological
advances of the Company's current or potential competitors or by other
approaches. The Company competes on the basis of a number of factors, including
manufacturing efficiency, marketing and sales capabilities and customer service
and support, areas in which the Company currently has limited experience. There
can be no assurance that the Company will be able to compete successfully
against current or future competitors or that competition, including the
development and commercialization of new products and technology, will not have
a material adverse effect on the Company's business, financial condition or
results of operations.

                                       13
<PAGE>

Employees

     As of December 31, 1999, the Company employed 307 persons. The Company is
not subject to any collective bargaining agreements, has never experienced a
work stoppage and considers its relations with its employees to be good.

Item 2.  Properties

     The Company's executive offices and manufacturing operations are located in
Boxborough, Massachusetts in a leased facility consisting of approximately
97,000 square feet. The lease of this facility has a term of seven years
beginning November 1997, with an option to extend the term for an additional
five years. In January 2000, as part of its acquisition of Acu-Pak, Inc., a
contract packager in Londonderry, New Hampshire, the Company acquired
approximately 2.7 acres of land and facilities.  The Company believes that its
facilities in Massachusetts and New Hampshire will satisfy its operational
requirements for the foreseeable future.

Item 3.  Legal Proceedings

     On September 13, 1999, the Company filed a patent infringement lawsuit
against AutoCyte, Inc. ("AutoCyte") in the United States District Court for the
District of Delaware. On that same day, the Company filed a Motion for a
Preliminary Injunction in the matter. On December 7, 1999, the Company
voluntarily withdrew its Motion for a Preliminary Injunction. In addition to
seeking a permanent injunction to stop AutoCyte from infringing the Company's
patent, the Company seeks damages. AutoCyte has answered the Complaint in the
lawsuit and has asserted counterclaims seeking a judgment declaring that the
patent at issue is invalid and unenforceable and not infringed by AutoCyte. On
March 10, 2000, AutoCyte filed a Motion for Summary Judgment of non-
infringement. The lawsuit is in the early stages of discovery.

Item 4.  Submission of Matters to a Vote of Security Holders

     There were no matters submitted to a vote of security holders of the
Company during the fourth quarter of the year ended December 31, 1999.

                                       14
<PAGE>

                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Security Holder
Matters

     The Company's Common Stock is traded on The Nasdaq Stock Market under the
symbol "CYTC". The following table sets forth, for the calendar periods
indicated, the range of high and low sales prices for the Common Stock of the
Company on The Nasdaq Stock Market, as adjusted to reflect the two-for-one stock
split in the form of a stock dividend paid in January 2000 to holders of record
of the Company's Common Stock on January 14, 2000. These prices do not include
retail mark-up, mark-down or commissions and may not represent actual
transactions.

<TABLE>
<CAPTION>
                                                            High        Low
                                                            ----        ---
     <S>                                                   <C>        <C>
     1998:
        First Quarter................................      $13.94     $ 9.53
        Second Quarter...............................       12.75       5.88
        Third Quarter................................       10.25       3.69
        Fourth Quarter  .............................       13.63       3.72
     1999:
        First Quarter................................      $13.00     $ 5.00
        Second Quarter...............................       12.25       6.94
        Third Quarter................................       20.19       9.60
        Fourth Quarter...............................       31.16      14.63
     2000:
        First Quarter (through March 22, 2000).......      $57.75     $38.50
</TABLE>

     On March 22, 2000, the last reported sales price of the Common Stock on The
Nasdaq National Market was $43.75 per share. As of March 22, 2000, there were
approximately 254 holders of record of the Common Stock.

     For the year ended December 31, 1999, no shares of Common Stock were sold
which were not registered under the Securities Act.

     The Company has never declared or paid cash dividends. The Company
currently intends to retain any earnings for use in its business and does not
anticipate paying any cash dividends on its capital stock in the foreseeable
future.

     In December 1999, the Company announced that its Board of Directors
approved a two-for-one split of the Company's Common Stock. Payable in the form
of a 100 percent stock dividend, all stockholders of record at the close of
business on January 14, 2000 received one additional share for each share owned.
The additional shares were distributed to stockholders on January 31, 2000. Upon
completion of the stock split, the Company had approximately 36 million shares
of Common Stock outstanding. All share numbers contained in this Report on Form
10-K, including the computations of basic and diluted net income (loss) per
common share, have been adjusted for all periods presented to reflect the two-
for-one stock split.

                                       15
<PAGE>

Item 6.   Selected Consolidated Financial Data

     The selected consolidated financial data set forth below for each of the
years ended December 31, 1997, 1998 and 1999 and at December 31, 1998 and 1999
are derived from consolidated financial statements of the Company audited by
Arthur Andersen LLP, independent public accountants, which are included
elsewhere herein. The consolidated selected financial data for the years ended
December 31, 1995 and 1996 and at December 31, 1995, 1996 and 1997 are derived
from consolidated financial statements of the Company audited by Arthur Andersen
LLP which are not included herein. The selected consolidated financial data set
forth below should be read in conjunction with the consolidated financial
statements and related notes thereto and with Management's "Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this report.

<TABLE>
<CAPTION>

                                                                                          Year Ended December 31,
                                                                           -----------------------------------------------------
                                                                             1995       1996       1997       1998       1999
                                                                           ---------  ---------  ---------  ---------  ---------
Statements of Operations Data:                                                     (in thousands, except per share data)
<S>                                                                        <C>        <C>        <C>        <C>        <C>
Net sales..............................................................    $  4,273   $  8,198   $ 26,347   $ 44,264   $ 81,100
Cost of sales..........................................................       2,413      4,354      8,006     11,211     15,815
                                                                           --------   --------   --------   --------   --------
Gross profit...........................................................       1,860      3,844     18,341     33,053     65,285
                                                                           --------   --------   --------   --------   --------
Operating expenses:
    Research and development...........................................       3,908      4,689      6,048      8,419     13,372
    Sales and marketing................................................       2,582      9,918     31,761     35,332     44,017
    General and administrative.........................................       1,532      3,314      7,746      8,372      6,765
                                                                           --------   --------   --------   --------   --------
        Total operating expenses.......................................       8,022     17,921     45,555     52,123     64,154
                                                                           --------   --------   --------   --------   --------
Income (loss) from operations..........................................      (6,162)   (14,077)   (27,214)   (19,070)     1,131
Other income, net......................................................         247      2,158      5,142      7,341      4,639
                                                                           --------   --------   --------   --------   --------
Income (loss) before provision for income taxes........................      (5,915)   (11,919)   (22,072)   (11,729)     5,770
Provision for income taxes.............................................          --         --         --         --        130
                                                                           --------   --------   --------   --------   --------
Net income (loss)......................................................    $ (5,915)  $(11,919)  $(22,072)  $(11,729)  $  5,640
                                                                           ========   ========   ========   ========   ========
Net income (loss) per common and potential common share (1):
    Basic..............................................................    $ ( 9.60)  $  (0.53)  $  (0.65)  $  (0.33)  $   0.16
                                                                           ========   ========   ========   ========   ========
    Diluted............................................................    $ ( 9.60)  $  (0.53)  $  (0.65)  $  (0.33)  $   0.15
                                                                           ========   ========   ========   ========   ========
Weighted average common and potential common shares outstanding (1):
    Basic..............................................................         616     22,384     33,786     35,286     35,782
    Diluted............................................................         616     22,384     33,786     35,286     37,510

<CAPTION>
Balance Sheet Data:                                                          1995       1996       1997       1998       1999
                                                                           --------   --------   --------   --------   --------
<S>                                                                        <C>        <C>        <C>        <C>        <C>
Cash, cash equivalents and short-term investments......................    $  7,902   $ 39,057   $ 85,402   $ 69,908   $ 70,368
Total assets...........................................................      11,025     50,183    108,377     97,737    112,328
Accumulated deficit....................................................     (35,188)   (47,107)   (69,179)   (80,908)   (75,268)
Total stockholders' equity.............................................       8,078     46,681     96,187     85,807     94,991
</TABLE>

(1)  See Note 2 in the notes to the consolidated financial statements for an
     explanation of the computation of basic and diluted per share data.

                                       16
<PAGE>

Item 7.   Management's Discussion and Analysis of Financial Condition and
Results of Operations

Overview

     The Company designs, develops, manufactures and markets a sample
preparation system for medical diagnostic applications. The ThinPrep System
consists of the Thin Prep 2000 Processor, and related disposable reagents,
filters and other supplies. The Company has marketed the ThinPrep System for use
in non-gynecological testing applications since 1991. On May 20, 1996, the
Company received PMA approval from the FDA to market the ThinPrep System for
cervical cancer screening as a replacement for the conventional Pap smear
method. On November 6, 1996, the FDA cleared expanded product labeling for the
ThinPrep System to include the claim that the ThinPrep System is significantly
more effective in detecting low grade and more severe lesions than the
conventional Pap smear method in a variety of patient populations. The expanded
labeling also indicates that the specimen quality using the ThinPrep System is
significantly improved over that of the conventional Pap smear method. On
February 25, 1997, the FDA approved the Company's supplemental PMA application
for use of a combination of an endocervical brush and spatula sampling devices,
which is a commonly used method of collecting samples for conventional Pap
smears. On September 4, 1997, the FDA approved the Company's supplemental PMA
application for the testing for HPV directly from a single vial of patient
specimen collected in a ThinPrep solution using the Hybrid Capture HPV DNA Assay
of Digene Corporation. In March 1999, the FDA approved the use of Hybrid Capture
II DNA Assay from a single vial of patient specimen collected in ThinPrep
Solution. The Company commenced the full-scale commercial launch of the ThinPrep
System for cervical cancer screening in the United States in 1997 and in
selected international markets in 1998. During the third quarter of 1999, the
Company completed clinical trials for the ThinPrep(R) 3000 Processor, the
Company's next-generation processor, and submitted a supplemental PMA
application to the FDA in October 1999. Also in the third quarter of 1999, the
Company announced that it had successfully completed feasibility studies of the
ThinPrep Imaging System(TM) to aid in cervical cancer screening and has since
accelerated its product development activities.

     In the past, the Company has incurred substantial losses, principally from
expenses associated with obtaining FDA approval of the Company's ThinPrep System
for cervical cancer screening, engineering and development efforts related to
the ThinPrep System, ThinPrep 3000 Processor, and ThinPrep Imaging System,
expansion of the Company's manufacturing facilities, and the establishment of a
marketing and sales organization. The Company may experience losses in the
future as it expands its domestic and international marketing and sales
activities and continues its product development efforts.  The operating results
of the Company have fluctuated significantly in the past on an annual and a
quarterly basis. The Company expects that its operating results will fluctuate
significantly from quarter to quarter in the future depending on a number of
factors, including the extent to which the Company's products continue to gain
market acceptance, the rate and size of expenditures incurred as the Company
expands its domestic and establishes its international sales and distribution
networks, the timing and level of reimbursement for the ThinPrep System by
third-party payors, and other factors, many of which are outside the Company's
control.

     The Company occupies a 97,000 square foot facility in Boxborough,
Massachusetts. The Company has installed automated customized equipment for the
high-volume manufacture of disposable filters for use in connection with the
ThinPrep System.  In January 2000, the Company acquired approximately 2.7 acres
of land and facilities of Acu-Pak, Inc., a contract packager in Londonderry, New
Hampshire that was manufacturing, filling vials containing and distributing the
Company's solutions for all of its ThinPrep line of products, for $6.0 million
in cash.  The Company will account for the acquisition as a purchase and will
amortize goodwill associated with the purchase over seven years beginning in
January 2000.

     The cost per ThinPrep(R) Pap Test(TM), plus a laboratory mark-up, is
generally billed by laboratories to third-party payors and results in a higher
amount for the ThinPrep Pap Test than the current billing for conventional Pap
tests. Successful sales of the ThinPrep System for cervical cancer screening in
the United States and other countries will

                                       17
<PAGE>

depend on the availability of adequate reimbursement from third-party payors
such as private insurance plans, managed care organizations and Medicare and
Medicaid. In the United States, the current rate of reimbursement to
laboratories from managed care organizations and other third-party payors to
screen conventional Pap smears ranges from approximately $6.00 to $36.00 per
test, with $17.00 as the most common rate of reimbursement. Although many health
insurance companies have added the ThinPrep Pap Test to their coverage, there
can be no assurance that third-party payors will provide or continue to provide
such coverage, that reimbursement levels will be adequate or that health care
providers or clinical laboratories will use the ThinPrep System for cervical
cancer screening in lieu of the conventional Pap smear method.

     Since January 1, 1998, the Company's laboratory customers have been able to
request reimbursement for the ThinPrep Pap Test from health insurance companies
and the USHCFA (United States Health Care Financing Administration) using a
newly assigned Common Procedure Technology ("CPT") code specifically for liquid-
based monolayer cervical cell specimen preparation.  CPT codes are assigned,
maintained and revised by the CPT Editorial Board, which is administered by the
American Medical Association, and are used in the submission of claims to third-
party payors for reimbursement for medical services.  The new, single CPT code
replaced the non-specific, two-code description used during 1997 and is expected
to facilitate reimbursement to the Company's laboratory customers for their use
of the ThinPrep Pap Test.  Initial delays in the implementation of the new CPT
code by third-party payors, however, resulted in delayed reimbursement to the
Company's laboratory customers in the first half of 1998.  As a result, the
Company believes that orders for ThinPrep Pap Tests during the first half of
1998 were reduced, delayed or eliminated.

     The Company's direct sales force is actively working with current
laboratory customers and health insurance companies to facilitate reimbursement
under the new CPT code. As of December 31, 1999, based on information provided
to the Company, the Company believes that all of the 190 health insurance
companies which announced coverage of the ThinPrep Pap Test have implemented the
new CPT code and have established a reimbursement amount. There are
approximately six hundred managed care organizations and other third party
payors in the United States. There can be no assurance, however, that
reimbursement levels under the new CPT code will be adequate.

     The Company expects to continue its significant expenditures for sales and
marketing activities of the ThinPrep System for cervical cancer screening in
2000. During 1997, the Company entered into a co-promotion agreement with Mead
Johnson to promote the ThinPrep Pap Test to obstetricians and gynecologists in
the United States. The Mead Johnson agreement expired on December 31, 1998;
however, Mead Johnson received a residual payment of approximately $1.6 million
in February 2000 based on 1999 product sales.  In January 1999, the Company
announced its intention to employ 75 additional direct sales personnel to
promote its products directly to physicians. As of January 2000, all 75 of such
sales personnel had been employed by the Company.  There can be no assurance
that the Company's current and planned marketing, sales and customer support
activities will result in increased net sales, that agreements with third
parties will be successful, that the Company's direct sales force will succeed
in promoting the ThinPrep System to health care providers, third-party payors or
clinical laboratories, or that additional marketing and sales channels will be
successfully established.

     The Company expects to increase its expenditures in 2000 for research and
development to fund development of the ThinPrep Imaging System, as well as
follow-on products and additional applications of ThinPrep technology.

Results of Operations

  Years Ended December 31, 1999 and December 31, 1998

     Net sales increased to $81.1 million in 1999 from $44.3 million in 1998, an
increase of 83.2%. This increase was primarily due to increased sales of the
Company's ThinPrep Pap Test for cervical cancer screening in the United States.
Gross profit increased to $65.3 million in 1999 from $33.1 million in 1998, an
increase of 97.5%, and the gross margin increased to 80.5% in 1999 from 74.7% in
1998. Management attributes the increase in gross margin in 1999 primarily to
increased sales of the higher gross margin ThinPrep Pap Test in the United
States compared to domestic sales of the ThinPrep 2000 Processor or
international sales of either tests or processors.

                                       18
<PAGE>

     Total operating expenses increased to $64.2 million in 1999 from $52.1
million in 1998, an increase of 23.1%. Research and development costs increased
to $13.4 million in 1999 from $8.4 million in 1998 an increase of 58.8%,
primarily as a result of engineering costs associated with the Company's
ThinPrep Imaging System development activities. Sales and marketing costs
increased to $44.0 million in 1999 from $35.3 million in 1998, an increase of
24.6%. The increase reflects expenses associated with the employment of
additional direct sales personnel, commissions related to increased sales and to
a lesser extent additional travel and sales meetings. The Company expects that
sales and marketing costs will increase in succeeding quarters as a result of
increased expenditure for personnel, marketing programs and commissions expense,
all of which increase with sales. General and administrative costs decreased to
$6.8 million in 1999 from $8.4 million in 1998, a decrease of 19.2%. During the
third quarter of 1999, the Company revised its estimate and reversed
approximately $700,000 in legal expenses which had been accrued for certain
litigation which was favorably settled during the second quarter of 1999, with
all related efforts and costs completed in the third quarter. Excluding the
reversal, general and administrative expenses would have decreased 10.8% due to
decreased legal expenses associated with litigation. Interest income decreased
to $3.8 million in 1999 from $4.3 million in 1998, a decrease of 11.7%, due to a
decrease in the average cash balance available for investment. The Company
recorded $1.1 million in 1999 and $3.1 million in 1998 as other income relating
to the settlement of certain litigation. The Company also recorded $0.3 million
in foreign currency transaction losses in 1999.

  Years Ended December 31, 1998 and December 31, 1997

     Net sales increased to $44.3 million in 1998 from $26.3 million in 1997, an
increase of 68.0%. This increase in sales was primarily due to an increase in
worldwide sales of the Company's ThinPrep Pap Test for cervical cancer
screening.  Gross profit increased to $33.1 million in 1998 from $18.3 million
in 1997, an increase of 80.2% and the gross margin increased to 74.7% in 1998
from 69.6% in 1997. Management attributes the increase in gross margin in 1998
primarily to a change in the product mix with increased sales of the higher
gross margin ThinPrep Pap Test as compared to the ThinPrep 2000 Processor, and
increased selling prices for non-gynecological tests.

     Total operating expenses increased to $52.1 million in 1998 from $45.6
million in 1997, an increase of 14.4%. Research and development costs increased
to $8.4 million in 1998 from $6.0 million in 1997, an increase of 39.2%, as a
result of costs associated with the development of the ThinPrep 3000 instrument
and other product development activities. Sales and marketing costs increased to
$35.3 million in 1998 from $31.8 million in 1997, an increase of 11.2%. The
increase in sales and marketing costs primarily reflects increased payments to
Mead Johnson, employment of additional sales personnel in the United States and
the additional sales and marketing costs related to the international launch of
the ThinPrep Pap Test. General and administrative costs increased to $8.4
million in 1998 from $7.7 million in 1997, an increase of 8.1%, due to the
employment of additional administrative personnel and legal expenses associated
with certain litigation. Interest income decreased to $4.3 million in 1998 from
$5.2 million in 1997, a decrease of 16.7%, due to a decrease in the average cash
balance available for investment. The Company recorded $3.1 million in 1998 as
other income relating to the settlement of certain litigation.

Liquidity and Capital Resources

     Since inception, the Company's expenses have significantly exceeded its
revenue, resulting in an accumulated deficit of $75.3 million as of December 31,
1999. The Company has funded its operations primarily through the private
placement and public sale of equity securities and exercise of stock options and
warrants aggregating $170.3 million, net of offering expenses. At December 31,
1999, the Company had cash, cash equivalents and short-term investments of $70.4
million. Cash provided by the Company's operations was $1.7 million in 1999,
primarily as a result of net income generated in 1999. Cash used in the
Company's operations was $22.0 million and $12.8 million during 1997 and 1998,
respectively, due primarily to operating losses in each year.

     The Company's capital expenditures for the years ended December 31, 1997,
1998 and 1999 were $1.7 million, $4.6 million, and $3.8 million respectively.
The decrease in capital expenditures in 1999 as compared to 1998 was due
primarily to the purchase of automated customized manufacturing equipment which
occurred in 1998.

                                       19
<PAGE>

     Net accounts receivable increased by $9.8 million to approximately $22.4
million during 1999 as a result of significant sales growth in 1999. Net
inventories increased approximately $1.5 million to $5.4 million from December
31, 1998 to December 31, 1999 due primarily to the production of the Company's
second generation processor, the ThinPrep 3000, and the increased production due
to planned sales growth of ThinPrep Pap Tests. Stockholders' equity increased
approximately $9.2 million from December 31, 1998 to December 31, 1999 primarily
due to net income of $5.6 million and proceeds from the exercise of stock
options and warrants of $3.3 million.

     The Company's future liquidity and capital requirements will depend upon
numerous factors, including the resources required to further develop its
marketing and sales capabilities, both domestic and international, the extent to
which such activities generate market acceptance and demand for the ThinPrep
System for cervical cancer screening and additional applications of its ThinPrep
technology. The Company's liquidity and capital requirements will also depend
upon the progress of the Company's research and development programs to develop
follow-on products including the ThinPrep 3000 Processor and ThinPrep Imaging
System, the receipt of and the time required to obtain regulatory clearances and
approvals, and the resources the Company devotes to developing, manufacturing
and marketing its products. In addition, the Company's capital requirements will
depend on the extent of potential liabilities, if any, and costs associated with
existing or future litigation (see "Legal Proceedings"). There can be no
assurance that the Company will not require additional financing or will not in
the future seek to raise additional funds through bank facilities, debt or
equity offerings or other sources of capital. Additional funding may not be
available when needed or on terms acceptable to the Company, which would have a
material adverse effect on the Company's business, financial condition and
results of operations.

Income Taxes

     We have net operating loss and research and development tax credit
carryforwards for federal income tax purposes of approximately $59.1 million and
$1.2 million, respectively, at December 31, 1999 that will expire at various
dates through the year 2018 if not utilized.

     The net operating loss and research and development tax credit
carryforwards are subject to review by the Internal Revenue Service. Ownership
changes, as defined in the Internal Revenue Code, may limit the amount of these
tax attributes that can be utilized annually to offset future taxable income or
tax liabilities. The amount of the annual limitation is determined based on our
value immediately prior to the ownership change. Subsequent ownership changes
may further affect the limitation in future years.

Year 2000 Readiness Disclosure and Related Information

     Until recently, many computer programs were written using two digits rather
than four digits to define the applicable year in the twentieth century. Such
software may recognize a date using "00" as the year 1900 rather than the year
2000. In addition, the year 2000 is a special case leap year. The consequences
of this issue may include systems failures, data corruption and business process
interruption to the extent companies fail to upgrade, replace or otherwise
address year 2000 problems. The year 2000 problem may also result in additional
business and competitive differentiation.  Problems associated with the year
2000 problem may not become apparent until some time after January 2000.

     The Company has completed its assessment of the potential impact of the
year 2000 problem on the Company's products, internal information systems and
third-party suppliers, payors and laboratory customers, and has finalized a year
2000 contingency plan for all mission critical systems. The plan includes an
assessment of possible contingencies and responsive remediation plans if any of
these systems are determined to have year 2000 issues. The costs incurred by the
Company through the end of fiscal 1999 to address year 2000 compliance efforts
were approximately $40,000.

     On the basis of its assessment, the Company believes that all of its
products are year 2000 compliant and that its internal information systems will
not experience material disruption as a result of year 2000 issues.  However,

                                       20
<PAGE>

because of the many uncertainties associated with year 2000 compliance efforts
by the Company's third-party payors, laboratory customers and suppliers and
because any assessment by the Company of the year 2000 readiness of such third-
party payors, laboratory customers and suppliers is necessarily based primarily
on information provided by such parties, there can be no assurance that the
impact on the Company of any resulting year 2000 disruptions with respect to
such parties will not be material.

Certain Factors Which May Affect Future Results

     The Company does not provide financial performance forecasts. The forward
looking statements in this Form 10-K are made under the safe harbor provisions
of Section 21E of the Securities Exchange Act of 1934, as amended. The Company's
operating results and financial condition have varied and may in the future vary
significantly depending on a number of factors. Statements in this Form 10-K
which are not strictly historical statements, including, without limitation,
statements regarding management's plans and objectives for future operations,
domestic and international marketing and sales plans, product plans and
performance, potential savings to the healthcare system, management's assessment
of market factors, as well as statements regarding the strategy and plans of the
Company, constitute forward-looking statements that involve risks and
uncertainties. The following factors, among others, could cause actual results
to differ materially from those contained in forward-looking statements made in
this report and presented elsewhere by management from time to time. Such
factors, among others, may have a material adverse effect upon the Company's
business, financial conditions, and results of operations.

     The following discussion of the Company's risk factors should be read in
conjunction with the consolidated financial statements and related notes
included herein. Because of these and other factors, past financial performance
should not be considered an indication of future performance.

     Dependence on Single Product.   Substantially all of the Company's revenues
to date have been derived from sales of its ThinPrep 2000 Processor and
predecessor instruments, and related reagents, filters and other supplies for
use in gynecological and non-gynecological testing applications. Although the
Company has developed and submitted to the FDA its next-generation ThinPrep 3000
Processor and is currently developing its ThinPrep Imaging System, neither
product has received regulatory approval to date. The Company's inability to
successfully commercialize its current ThinPrep System for cervical cancer
screening or to obtain adequate third-party reimbursement coverage, among other
factors, would have a material adverse effect on the Company's business,
financial condition and results of operations.

     Uncertainty of FDA Approval. The manufacturer and sale of medical
diagnostic devices intended for commercial use are subject to extensive
governmental regulation in the United States and FDA approval is required before
any United States commercial sales of such devices may commence. In 1999, the
Company conducted clinical trials using its next-generation ThinPrep 3000
Processor and in October 1999 submitted a supplemental PMA application to the
FDA. Also in 1999, the Company completed feasibility studies of its ThinPrep
Imaging System. There can be no assurance that either product will receive
necessary regulatory approvals on a timely basis, or at all.

     Uncertainty of Market Acceptance and Additional Cost. The Company's success
and growth will depend on market acceptance of the ThinPrep System, including
follow-on products and additional applications of ThinPrep technology, if any,
for cervical cancer screening by healthcare providers, third-party payors and
clinical laboratories. The laboratory cost of using the ThinPrep System for
cervical cancer screening is higher than that of a conventional Pap smear. Due
in part to increased competitive pressures in the healthcare industry to reduce
costs, the Company's ability to gain market acceptance of the ThinPrep System
for cervical cancer screening will depend on the Company's ability to
demonstrate that the higher cost of using the ThinPrep System will be offset by
a reduction in costs often associated with conventional Pap smears, including
inaccurate diagnoses and the need for repeat Pap tests.

     Limited Marketing and Sales Experience.   Although the Company received
clearance from the FDA to market its ThinPrep System for cervical cancer
screening on May 20, 1996, the Company initiated full-scale marketing and sales
efforts for the ThinPrep System in United States beginning only in the first
quarter of 1997. The

                                       21
<PAGE>

Company has depended on strategic marketing relationships with large clinical
laboratories to effect commercial-scale marketing in the United States. In
addition, in 1999 the Company hired 75 additional direct sales personnel to
promote its products directly to physicians. There can be no assurance that such
relationships or such personnel will succeed in promoting the ThinPrep System in
the United States. The Company has limited experience in marketing and selling
the ThinPrep System for cervical cancer screening, and no assurance can be given
that its direct marketing and sales organization will succeed in promoting the
ThinPrep System in the United States or internationally.

     Dependence on Third-Party Reimbursement. Successful sales of the ThinPrep
System for cervical cancer screening in the United States and other countries
will depend on the availability of adequate reimbursement from third-party
payors such as private insurance plans, managed care organizations, and Medicare
and Medicaid. Although a number of managed care organizations have added the
ThinPrep Pap Test to their coverage, there can be no assurance that
reimbursement will be available, reimbursement levels will be adequate or that
healthcare providers or clinical laboratories will use the ThinPrep System for
cervical cancer screening in lieu of the conventional Pap smear method. In
February 1998, the BlueCross BlueShield Association's Technology Evaluation
Center announced results of a recent review of three new cervical cancer
screening technologies, including the ThinPrep Pap Test, with respect to cost-
effectiveness. Although the review concluded that such technologies offered only
modest improvement, the Company believes that the study did not consider certain
cost and other advantages inherent in using the ThinPrep System. The study's
conclusions are not binding and do not represent a national coverage or
reimbursement decision by the Blue Cross and Blue Shield organizations. Although
the Company believes that to date the review has not caused any change in the
decision of Blue Cross and Blue Shield plans currently reimbursing laboratories
for the ThinPrep Pap Test, there can be no assurance that the review will not
lead to adverse reimbursement decisions by Blue Cross, Blue Shield plans or
others. There is significant uncertainty concerning third-party reimbursement
for the use of any medical device incorporating new technology.

     Limited Number of Customers and Lengthy Sales Process. Due in part to a
recent trend toward consolidation of clinical laboratories, the Company expects
that the number of potential domestic customers for its products will decrease.
Due to the relative size of the largest United States laboratories, it is likely
that a significant portion of ThinPrep System sales will be concentrated among a
relatively small number of large clinical laboratories. Further, in order to
generate demand for the ThinPrep Pap Test among clinical laboratories, the
Company will be required to educate physicians and healthcare providers
regarding the clinical benefits and cost-effectiveness of the ThinPrep System as
well as to demonstrate to such parties that adequate levels of reimbursement
will be available for the ThinPrep Pap Test, a process which the Company
believes will require a lengthy sales effort.

     Limited Operating History. The Company has a limited operating history and,
to date, has focused on product development, clinical trials, obtaining
regulatory approvals, the expansion of manufacturing facilities and the
establishment of marketing and sales capabilities for its ThinPrep System for
cervical cancer screening in the United States and abroad. The Company's future
revenues and profitability are critically dependent on the Company's ability to
successfully market and sell the ThinPrep System, including follow-on products
and additional applications of ThinPrep technology, if any, for cervical cancer
screening.

     Management of Growth. The Company has recently experienced rapid growth in
the scope of its operations and facilities, the number of its employees and the
geographic area of its operations. In addition, the Company recently completed
its acquisition of Acu-Pak, a contract packager which was manufacturing, filling
vials containing and distributing the Company's solutions for all of its
ThinPrep line of products. Such activities may place a significant strain on the
Company's managerial, operational and financial resources and systems. To manage
its growth effectively, the Company will be required to continue to implement
and improve additional management and financial systems and controls, and to
expand, train and manage its employee base. If the Company is unable to manage
growth effectively, the Company's business, operating results and financial
condition may be materially adversely effected.

     Intense Competition. The Company faces direct competition from a number of
publicly-traded and privately-held companies, including at least one other
manufacturer of a thin-layer slide preparation system. The development,

                                       22
<PAGE>

FDA approval and commercial marketing of such systems for cervical cancer
screening could have a material adverse effect on the Company's business,
financial condition and results of operations. Many of the Company's existing
and potential competitors have substantially greater financial, marketing,
sales, distribution and technical resources than the Company, and more
experience in research and development, clinical trials, regulatory matters,
manufacturing and marketing.

     Potential Fluctuations in Future Quarterly Results. The Company expects
that its operating results will fluctuate significantly from quarter to quarter
in the future and will depend on a number of factors, many of which are outside
the Company's control. These factors include: the extent to which the Company's
products gain market acceptance; the rate and size of expenditures incurred as
the Company expands its domestic and establishes its international sales and
distribution networks; the timing of any approvals of the ThinPrep System for
reimbursement by third-party payors; the timing and size of sales; the
likelihood and timing of FDA approval of PMA supplements related to the ThinPrep
System; the timing and size of expenditures incurred in the research and
development of new products; and the introduction and market acceptance of
competing products or technologies.

     Extensive Government Regulation. The manufacture and sale of medical
diagnostic devices are subject to extensive government regulation in the United
States and in other countries. The process of obtaining FDA and other required
regulatory approvals can be time-consuming, expensive and uncertain, frequently
requiring several years from the commencement of clinical trials to the receipt
of regulatory approval. After approval, the Company and its medical products
remain subject to pervasive regulation and FDA inspection for compliance with
regulatory requirements. In July 1997, several petitions were filed requesting
that the FDA review the PMA approval granted to the ThinPrep System. The
petitions were filed pursuant to a provision of the FDC Act permitting any
interested party to initiate a process by which the FDA may review an approval
order and may issue an order affirming, reversing or modifying the approval. To
the Company's knowledge, the FDA has conducted a review pursuant to this
provision only twice since the enactment of the Medical Device Amendments of
1976. The Company responded to the petitions by submitting comments in December
1997 arguing that the FDA should deny them. In April 1999, the U.S. Food and
Drug Administration (FDA) ruled on the petitions objecting to the approval of
the ThinPrep Pap Test. In a letter addressed to petitioners, and copied to
Cytyc, the FDA concluded: "It would serve no useful purpose to convene an
advisory committee of experts to consider the objections raised in the
petitions." The FDA methodically and thoroughly addressed each of a total of 10
objections raised by the seven petitioners. In each instance, the agency
provided a detailed response and concluded that there was no justification for
review. Although the Company has developed and submitted to the FDA its next-
generation ThinPrep 3000 Processor and is currently developing its ThinPrep
Imaging System, neither product has received regulatory approval to date.

     International Sales and Operations Risks. The Company has commenced sales
of its ThinPrep System and intends to sell any future products to customers both
in the United States and internationally. While the Company is evaluating
marketing and sales channels abroad, including contract sales organizations,
distributors and marketing partners, the Company currently has very limited
foreign sales channels in place at this time. There can be no assurance that the
Company will successfully develop international sales capabilities or that, if
the Company establishes such capabilities, the Company will be successful in
obtaining reimbursement or any regulatory approvals required in foreign
countries.

     Uncertainty of Additional Applications. The Company intends to continue to
evaluate additional diagnostic applications of its ThinPrep technology in
testing for the presence of other types of cancers and sexually transmitted
diseases. The Company has not yet determined which of these applications, if
any, it will seek to develop and commercialize.

     Dependence on Key Personnel. The Company is highly dependent on the
principal members of its management and scientific staff, the loss of whose
services might impede achievement of its research and development or strategic
objectives. The Company's success will depend on its ability to retain key
employees and to attract additional qualified employees.

     Dependence on Patents, Copyrights, Licenses and Proprietary Rights; Risk of
Third-Party Claims of Infringement. The Company relies on a combination of
patents, trade secrets, copyrights, trademarks and

                                       23
<PAGE>

confidentiality agreements to protect its proprietary technology, rights and
know-how. In addition, the Company is the exclusive licensee of certain patented
technology for use in the field of cytology related to the fluid pumping system
used in the ThinPrep System. Failure by the Company to protect, defend and
maintain such intellectual property rights, or a third party claim of
infringement, could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company is currently a party
to a patent infringement lawsuit. See "Legal Proceedings".

     Dependence on Single Source Suppliers. Certain key components of the
ThinPrep System, including its proprietary filter material, are currently
provided to the Company by single sources. The Company has been increasing its
inventory of these components in an effort to mitigate this risk. In the event
that the Company is unable to obtain sufficient quantities of such components on
commercially reasonable terms, or in a timely manner, the Company would not be
able to manufacture its products on a timely and cost-competitive basis, which
would have a material adverse effect on the Company's business, financial
condition and results of operations.

     Year 2000 Risks. The Company has completed its assessment of the potential
impact of the year 2000 problem on the Company's products, internal information
systems and third-party suppliers, payors and laboratory customers. On the basis
of its assessment, the Company believes that all of its products are year 2000
compliant and that its internal information systems will not experience material
disruption as a result of year 2000 issues. However, because of the many
uncertainties associated with year 2000 compliance efforts by the Company's
third-party payors, laboratory customers and suppliers, there can be no
assurance that the impact on the Company of any resulting year 2000 disruptions
with respect to such parties will not be material.

     Impact of Euro Conversion. On January 1, 1999, 11 of the 15 member
countries of the European Economic and Monetary Union established fixed
conversion rates between their existing sovereign currencies and the Euro, and
adopted the Euro as their common legal currency. The Euro is currently being
traded on currency exchanges and is available for non-cash transactions. For a
three-year transition period, both the Euro and each participating country's
sovereign currency will remain legal currency. After June 30, 2002, the Euro
will be the sole legal tender for the participating countries.

     A significant amount of uncertainty exists as to the interpretation of
certain Euro regulations and the effect that the Euro will have on the
marketplace, including its impact on currency exchange rate risk, pricing,
competition, contracts, information systems and taxation. During 1999, the
Company derived approximately 3% of its revenues from sales of the ThinPrep
System to customers in countries which have converted to the Euro. The Company
is currently evaluating Euro-related issues and the impact that the introduction
of the Euro may have on the Company's business and results of operations. The
Company expects to take appropriate actions based on the results of its
evaluation. The Company has not yet determined the costs of addressing Euro-
related issues, but does not expect such costs to be material. Because the
Company's evaluation of Euro-related issues is at an early stage and is ongoing,
however, there can be no assurance that such issues and their related costs will
not have a material adverse effect on the Company's business, financial
condition and results of operations.

     Impact of Ongoing Litigation. The Company is currently involved in ongoing
commercial litigation. Any such litigation, regardless of the outcome, could
result in substantial cost to the Company and divert management's attention from
the Company's operations.

Item 8. Financial Statements and Supplementary Data

     The information required by this item may be found on pages F-1 through F-
18 of this Form 10-K.

Item 9. Disagreements with Accountants on Accounting and Financial Disclosure

     There have been no changes in or disagreements with accountants on
accounting or financial disclosure matters in the last two fiscal years.

                                       24
<PAGE>

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant

     The information required under this item may be found under the sections
captioned "Election of Directors", "Occupations of Directors and Executive
Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Company's Proxy Statement (the "2000 Proxy Statement"), which will be filed with
the Securities and Exchange Commission not later than 120 days after the close
of the Company's fiscal year ended December 31, 1999, and is incorporated herein
by reference.

Item 11.  Executive Compensation

     The information required under this item may be found under the section
captioned "Compensation and Other Information concerning Directors and Officers"
in the 2000 Proxy Statement, and is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The information required under this item may be found under the section
captioned "Securities Ownership of Certain Beneficial Owners and Management" in
the 2000 Proxy Statement, and is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

     The information required under this item may be found under the caption
"Certain Relationships and Related Transactions" in the 2000 Proxy Statement,
and is incorporated herein by reference.

                                       25
<PAGE>

                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)(1)  Consolidated Financial Statements.

          For a list of the consolidated financial information included herein,
     see Index on page F-1.

     (a)(2)  Financial Statement Schedules.

          Schedules not listed above have been omitted because the information
     required to be set forth therein is not applicable or is shown in the
     accompanying Consolidated Financial Statements or notes thereto.

     (a)(3)  List of Exhibits.

          The following exhibits are filed as part of and incorporated by
     reference into, this Annual Report on Form 10-K:

 Exhibit
 -------
Number                                Description
------                                -----------

  3.1(2)     Third Amended and Restated Certificate of Incorporation of the
             Company.
  3.2(2)     Amended and Restated By-Laws of the Company.
  4.1(1)     Specimen certificate representing the Common Stock.
  4.2(3)     Rights Agreement, dated as of August 27, 1997, between Cytyc
             Corporation and BankBoston, N.A (the "Rights Agreement") which
             includes as Exhibit A the Form of Certificate of Designations, as
             Exhibit B the Form of Rights Certificate, and as Exhibit C the
             Summary of Rights to Purchase Preferred Stock.
  4.3(4)     Amendment No. 1 to Rights Agreement, dated as of June 22, 1998,
             between Cytyc Corporation and BankBoston, N.A., amending the Rights
             Agreement.
 10.1(1)*    1988 Stock Plan.
 10.2(1)*    1989 Stock Plan.
 10.3(1)*    1995 Stock Plan.
 10.4(1)*    1995 Non-Employee Director Stock Option Plan.
 10.5(1)*    1995 Employee Stock Purchase Plan, as amended.
 10.6(1)#    License Agreement between the Company and DEKA Products Limited
             Partnership dated March 22, 1993.
 10.7(1)     Form of Indemnification Agreement.
 10.8(1)     Lease Agreement between the Company and BFA Realty Partnership,
             L.P. d/b/a BFA, Limited Partnership of February 1996.
 10.9(5)     Amendment No. 1 to Lease Agreement dated as of February 1996
             between the Company and BFA Realty Partnership, L.P. d/b/a BFA,
             Limited Partnership.
 10.10(6)#   Co-Promotion Agreement dated as of May 27, 1997 by and between Mead
             Johnson & Company and the Company.
 10.11(7)#   Amendment No. 1 to Co-Promotion Agreement dated as of May 27, 1997
             by and between Mead Johnson & Company and the Company.
 10.12*      Cytyc Corporation Director Deferred Compensation Plan.
 21.1**      List of Subsidiaries of the Company.
 23.1**      Consent of Arthur Andersen LLP.
 24.1**      Power of Attorney (see signature page hereto).
 27.1**      Financial Data Schedule.


(1)  Incorporated herein by reference to the exhibits to the Company's
     Registration Statement on Form S-1 (File No. 333-00300).
(2)  Incorporated by reference to the exhibits to the Company's Registration
     Statement on Form S-1 (File No. 333-19367).
(3)  Incorporated herein by reference to Exhibit 4.1 to the Company's Current
     Report on Form 8-K, filed August 29, 1997 (File No. 000-27558).

                                       26
<PAGE>

(4)  Incorporated herein by reference to Exhibit 4.2 to the Company's Quarterly
     Report on Form 10-Q, filed August 13, 1998.
(5)  Incorporated herein by reference to Exhibit 10.9 to the Company's Annual
     Report on Form 10-K, filed March 31, 1998.
(6)  Incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly
     Report on Form 10-Q, filed August 8, 1997.
(7)  Incorporated herein by reference to Exhibit 10.11 to the Company's Annual
     Report on Form 10-K, filed March 31, 1998.
*    Indicates a management contract or any compensatory plan, contract or
     arrangement
**   Filed herewith.
#    Confidential treatment granted as to certain portions.
+    Confidential treatment requested as to omitted portions pursuant to Rule
     24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

     (b)  Reports On Form 8-K

          There were no reports on Form 8-K filed by the Company for the quarter
          ended December 31, 1999.

     (c)  Exhibits

          The Company hereby files as part of this Annual Report on Form 10-K
     the exhibits listed in Item 14(a)(3) set forth above. Exhibits which are
     incorporated herein by reference may be inspected and copied at the public
     reference facilities maintained by the SEC at Room 1024, Washington, D.C.
     20549, and at the SEC's regional offices located at Seven World Trade
     Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500
     West Madison Street, Suite 1400, Chicago, Illinois 60611-2511. Copies of
     such material may be obtained by mail from the Public Reference Section of
     the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
     at prescribed rates. The SEC also maintains a Website that contains
     reports, proxy and information statements and other information regarding
     registrants that file electronically with the SEC at the address
     "http://www.sec.gov".

                                       27
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                  Cytyc Corporation

  Date: March 29, 2000

                                             /s/ Patrick J. Sullivan
                                  By:
                                        President and Chief Executive Officer


                       POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Cytyc Corporation, hereby
severally constitute and appoint Patrick J. Sullivan and Joseph W. Kelly, and
each of them singly, our true and lawful attorneys, with full power to both of
them and each of them singly, to sign for us and in our names in the capacities
indicated below, any amendments to this Report on Form 10-K, and generally to do
all things in our names and on our behalf in such capacities to enable Cytyc
Corporation to comply with the provisions of the Securities Exchange Act of
1934, as amended, and all the requirements of the Securities and Exchange
Commission.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant, in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                              Title(s)                       Date
               ---------                              --------                       ----
       <S>                                 <C>                                  <C>
       /s/ Patrick J. Sullivan             President, Chief Executive           March 29, 2000
           Patrick J. Sullivan             Officer (Principal
                                           Executive Officer) and
                                           Director
       /s/ Joseph W. Kelly                 Senior Vice President, and           March 29, 2000
           Joseph W. Kelly                 Chief Financial Officer
                                           (Principal Financial
                                           Officer and Principal
                                           Accounting Officer)
       /s/ Alfred J. Battaglia             Director                             March 29, 2000
           Alfred J. Battaglia
       /s/ Walter E. Boomer                Director                             March 29, 2000
           Walter E. Boomer
       /s/ Sally W. Crawford               Director                             March 29, 2000
           Sally W. Crawford
       /s/ William G. Little               Director                             March 29, 2000
           William G. Little
       /s/ C. William McDaniel             Director                             March 29, 2000
           C. William McDaniel
       /s/ Anna S. Richo                   Director                             March 29, 2000
           Anna S. Richo
       /s/ Monroe E. Trout, M.D.           Chairman of the Board of             March 29, 2000
           Monroe E. Trout, M.D.           Directors
</TABLE>

                                       28
<PAGE>

                               CYTYC CORPORATION

                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
Report of Independent Public Accountants.................................................................    F-2
Consolidated Balance Sheets as of December 31, 1998 and 1999.............................................    F-3
Consolidated Statements of Operations for the Years Ended December 31, 1997, 1998 and 1999...............    F-4
Consolidated Statements of Stockholders' Equity  for the Years Ended December 31, 1997, 1998.............
   and 1999..............................................................................................    F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 1997, 1998 and 1999...............    F-6
Notes to Consolidated Financial Statements...............................................................    F-7
</TABLE>

                                       F-1
<PAGE>

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of
     Cytyc Corporation:

     We have audited the accompanying consolidated balance sheets of Cytyc
Corporation (a Delaware corporation) and subsidiaries as of December 31, 1998
and 1999, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cytyc Corporation and
subsidiaries as of December 31, 1998 and 1999 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.


                                   Arthur Andersen LLP



Boston, Massachusetts
January 27, 2000

                                       F-2
<PAGE>

                               CYTYC CORPORATION

                          CONSOLIDATED BALANCE SHEETS
                     (in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                                                December 31,
                                                                                                ------------
                                                                                           1998             1999
                                                                                         --------         --------
<S>                                                                                      <C>              <C>
                                   ASSETS
Current assets:
    Cash and cash equivalents..........................................................   $ 33,566         $ 29,686
    Short-term investments.............................................................     36,342           40,682
    Accounts receivable, net of allowance of $913 and $1,134 at December 31,
       1998 and 1999, respectively.....................................................     12,548           22,379
    Inventories........................................................................      3,973            5,427
    Prepaid expenses and other current assets..........................................        650              783
                                                                                          --------         --------
       Total current assets............................................................     87,079           98,957
Property and equipment, net............................................................      8,825           10,660
Other assets...........................................................................      1,833            2,711
                                                                                          --------         --------
       Total assets....................................................................   $ 97,737         $112,328
                                                                                          ========         ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable...................................................................   $  2,555         $  4,400
    Accrued expenses...................................................................      7,962           11,215
    Deferred revenue...................................................................      1,413            1,722
                                                                                          --------         --------
       Total current liabilities.......................................................     11,930           17,337
                                                                                          --------         --------
Commitments and contingencies (Note 10)

Stockholders' equity:
    Preferred Stock, $0.01 par value--
      Authorized--5,000,000 shares
      No shares issued or outstanding..................................................         --               --
    Common Stock, $0.01 par value--
      Authorized--60,000,000 shares
      Issued and outstanding-- 35,597,190 shares in 1998 and 36,139,878
      in 1999..........................................................................        356              361
    Additional paid-in capital.........................................................    166,253          169,951
    Accumulated other comprehensive income (loss)......................................        106              (53)
    Accumulated deficit................................................................    (80,908)         (75,268)
                                                                                          --------         --------
       Total stockholders' equity......................................................     85,807           94,991
                                                                                          --------         --------
       Total liabilities and stockholders' equity......................................   $ 97,737         $112,328
                                                                                          ========         ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-3
<PAGE>

                               CYTYC CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                                          ---------------------------------------
                                                                              1997          1998         1999
                                                                          ------------  ------------  -----------
<S>                                                                       <C>           <C>           <C>
Net sales.................................................................   $ 26,347      $ 44,264       $81,100
Cost of sales.............................................................      8,006        11,211        15,815
                                                                             --------      --------       -------
     Gross profit.........................................................     18,341        33,053        65,285
                                                                             --------      --------       -------
Operating expenses:
     Research and development.............................................      6,048         8,419        13,372
     Sales and marketing..................................................     31,761        35,332        44,017
     General and administrative...........................................      7,746         8,372         6,765
                                                                             --------      --------       -------
          Total operating expenses........................................     45,555        52,123        64,154
                                                                             --------      --------       -------

Income (loss) from operations.............................................    (27,214)      (19,070)        1,131

Other income, net:
     Interest income......................................................      5,152         4,291         3,790
     Other, net...........................................................        (10)        3,050           849
                                                                             --------      --------       -------
          Total other income, net.........................................      5,142         7,341         4,639
                                                                             --------      --------       -------
Income (loss) before provision for income taxes...........................    (22,072)      (11,729)        5,770

Provision for income taxes................................................         --            --           130
                                                                             --------      --------       -------
Net income (loss).........................................................   $(22,072)     $(11,729)      $ 5,640
                                                                             ========      ========       =======
Net income (loss) per common and potential common share:
     Basic................................................................   $  (0.65)     $  (0.33)      $  0.16
                                                                             ========      ========       =======
     Diluted..............................................................   $  (0.65)     $  (0.33)      $  0.15
                                                                             ========      ========       =======

Weighted average common and potential common shares outstanding:
     Basic................................................................     33,786        35,286        35,782
     Diluted..............................................................     33,786        35,286        37,510
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-4
<PAGE>

                               CYTYC CORPORATION

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                                                          Accumulated
                                                                                                        ---------------
                                                                         Common Stock       Additional       Other
                                                                    ----------------------  ----------  ---------------
                                                  Comprehensive      Number of       Par     Paid-in     Comprehensive
                                                ------------------  ------------  --------  ----------  ---------------
                                                  Income (Loss)        Shares       Value    Capital     Income(Loss)
                                                ------------------  ------------  --------  ----------  ---------------
<S>                                             <C>                 <C>           <C>       <C>         <C>
Balance, December 31, 1996                                            28,026,004      $280    $ 93,508            $  --
Sale of Common Stock, net of issuance costs
      of $500,000                                         --           6,395,000        64      70,517               --
Exercise of stock options                                 --             464,842         5         750               --
Issuance of shares under Employee Stock
      Purchase Plan                                       --              22,346        --         242               --
Comprehensive loss -
     Net loss                                       $(22,072)                 --        --          --               --
     Comprehensive loss                             $(22,072)                 --        --          --               --
                                                    ---------       ------------  --------  ----------  ---------------
Balance, December 31, 1997                                --          34,908,192       349     165,017               --
Exercise of stock options                                 --             648,370         7         917               --
Issuance of shares under Employee Stock
      Purchase Plan                                       --              33,440        --         231               --
Issuance of shares under Directors'
      Stock Plan                                          --               7,188        --          88               --
Comprehensive loss -
     Net loss                                       $(11,729)                 --        --          --               --
     Other comprehensive income -
          Unrealized gain on marketable
           securities                                    106                  --        --          --              106
                                                    --------
          Comprehensive loss                        $(11,623)                 --        --          --               --
                                                    ========        ------------  --------  ----------  ---------------
Balance, December 31, 1998                                --          35,597,190       356     166,253              106
Exercise of stock options and warrants                    --             500,342         5       3,301               --
Issuance of shares under Employee Stock
      Purchase Plan                                       --              32,640        --         276               --
Issuance of shares under Directors'
      Stock Plan                                          --               9,706        --         121               --
Comprehensive income -
      Net income                                    $  5,640                  --        --          --               --
      Other comprehensive income (loss)-
          Unrealized loss on marketable
           securities                                   (150)                 --        --          --             (150)
          Cumulative translation adjustment               (9)                 --        --          --               (9)
                                                    --------
          Comprehensive income                      $  5,481                  --        --          --               --
                                                    ========        ------------  --------  ----------  ---------------
Balance, December 31, 1999                                            36,139,878      $361    $169,951            $ (53)
                                                                    ============  ========  ==========  ===============

<CAPTION>
                                                                        Total
                                                                    --------------
                                                      Accumulated   Stockholders'
                                                      ------------  --------------
                                                        Deficit         Equity
                                                      ------------  --------------
<S>                                                   <C>           <C>
Balance, December 31, 1996                               $(47,107)       $ 46,681
Sale of Common Stock, net of issuance costs
      of $500,000                                              --          70,581
Exercise of stock options                                      --             755
Issuance of shares under Employee Stock
      Purchase Plan                                            --             242
Comprehensive loss -
     Net loss                                             (22,072)        (22,072)
     Comprehensive loss                                        --              --
                                                         --------        --------
Balance, December 31, 1997                                (69,179)         96,187
Exercise of stock options                                      --             924
Issuance of shares under Employee Stock
      Purchase Plan                                            --             231
Issuance of shares under Directors'
      Stock Plan                                               --              88
Comprehensive loss -
     Net loss                                             (11,729)        (11,729)
     Other comprehensive income -

          Unrealized gain on marketable
           securities                                          --             106
          Comprehensive loss                                   --              --
                                                         --------        --------
Balance, December 31, 1998                                (80,908)         85,807
Exercise of stock options and warrants                         --           3,306
Issuance of shares under Employee Stock
      Purchase Plan                                            --             276
Issuance of shares under Directors'
      Stock Plan                                               --             121
Comprehensive income -
      Net income                                            5,640           5,640
      Other comprehensive income (loss)-
          Unrealized loss on marketable                        --            (150)
           securities
          Cumulative translation adjustment                    --              (9)

          Comprehensive income                                 --              --
                                                         --------        --------
Balance, December 31, 1999                               $(75,268)       $ 94,991
                                                         ========        ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements

                                       F-5
<PAGE>

                               CYTYC CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                     Years Ended December 31,
                                                                           --------------------------------------------
                                                                               1997            1998           1999
                                                                           -------------  --------------  -------------
<S>                                                                        <C>            <C>             <C>
Cash flows from operating activities:
    Net income (loss)......................................................    $(22,072)       $(11,729)      $  5,640
    Adjustments to reconcile net income (loss) to net cash (used in)
    provided by operating activities
      Depreciation and amortization........................................       1,084           1,603          1,951
      Provision for doubtful accounts......................................         546             325            299
      Compensation expense related to issuance of stock to directors.......          --              88            121
      Changes in assets and liabilities--
         Accounts receivable...............................................      (8,365)         (2,372)       (10,130)
         Inventories.......................................................      (1,778)           (732)        (1,454)
         Prepaid expenses and other current assets.........................        (134)            255           (133)
         Accounts payable..................................................       1,536             (15)         1,845
         Accrued expenses..................................................       6,144            (126)         3,253
         Deferred revenue..................................................       1,008            (119)           309
                                                                               --------        --------       --------
            Net cash (used in) provided by operating activities............     (22,031)        (12,822)         1,701
                                                                               --------        --------       --------

Cash flows from investing activities:
    (Increase) decrease in other assets....................................      (1,518)            644           (878)
    Purchases of property and equipment....................................      (1,684)         (4,577)        (3,786)
    Purchases of available-for-sale securities.............................     (66,653)        (45,143)       (59,882)
    Proceeds from sale and maturity of available-for-sale securities.......      39,940          47,105         55,392
                                                                               --------        --------       --------
            Net cash used in investing activities..........................     (29,915)         (1,971)        (9,154)
                                                                               --------        --------       --------

Cash flows from financing activities:
    Proceeds from exercise of stock options and warrants...................         755             924          3,306
    Proceeds from issuance of shares under Employee Stock Purchase Plan....         242             231            276
    Proceeds from sale of stock............................................      70,581              --             --
                                                                               --------        --------       --------
            Net cash provided by financing activities......................      71,578           1,155          3,582
                                                                               --------        --------       --------

Net increase (decrease) in cash and cash equivalents.......................      19,632         (13,638)        (3,871)
Effect of exchange rates on cash...........................................          --              --             (9)
Cash and cash equivalents, beginning of year...............................      27,572          47,204         33,566
                                                                               --------        --------       --------

Cash and cash equivalents, end of year.....................................    $ 47,204        $ 33,566       $ 29,686
                                                                               ========        ========       ========

Supplemental disclosure of cash flow information:
    Cash paid for income taxes.............................................    $     --        $     --       $    138
                                                                               ========        ========       ========

Supplemental disclosure of non-cash  items:
    Unrealized holding gain (loss) on short-term investments...............    $     --        $    106       $   (150)
                                                                               ========        ========       ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-6
<PAGE>

                               CYTYC CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  The Company

     Cytyc Corporation and subsidiaries (the "Company") design, develop,
manufacture and market sample preparation systems for medical diagnostic
applications. The Company's principal product, the ThinPrep System, is an
automated system for the preparation of non-gynecological samples and cervical
specimens on microscope slides.

     In 1991, the Company commenced commercial sales of ThinPrep Processors,
reagents, filters and related supplies for non-gynecological diagnostic
applications to clinical laboratories and hospitals. On May 20, 1996, the
Company received clearance from the U.S. Food and Drug Administration to market
the ThinPrep System for cervical cancer screening.

     To date, revenue from sales of products has not generated sufficient cash
to support the Company's operations. Since inception, the Company has incurred
substantial losses, principally from expenses associated with obtaining FDA
approval of the ThinPrep System, engineering and development efforts related to
the ThinPrep System, expansion of the Company's manufacturing facilities and the
establishment of a sales and administrative organization. The Company continues
to be subject to certain risks common to medical device companies in similar
stages of development, including dependence on a single product, extensive
government regulation, uncertainty of market acceptance, and uncertainty of
future profitability.

(2)  Summary of Significant Accounting Policies

     The accompanying consolidated financial statements reflect the application
of certain significant accounting policies, as discussed below and elsewhere in
the notes to consolidated financial statements. The preparation of these
consolidated financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

(a)  Principles of Consolidation

     The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries: Cytyc SARL (a Swiss corporation)
(including its wholly-owned subsidiaries Cytyc Italia s.r.l. and Cytyc France
s.a.r.l.), Cytyc (Australia) PTY LIMITED (an Australian corporation), Cytyc
Canada Ltd. (a Canadian corporation), Cytyc (UK) Limited (a United Kingdom
corporation) and Cytyc Securities Corporation (a Massachusetts securities
corporation). All intercompany transactions and balances have been eliminated in
consolidation.

(b)  Revenue Recognition

     The Company recognizes product revenue upon shipment, provided that there
is persuasive evidence of an arrangement, there are no uncertainties regarding
acceptance, the sales price is fixed or determinable, collection of the
resulting receivable is probable and only perfunctory Company obligations
included in the arrangement remain to be completed. Deferred revenue represents
amounts relating to deferred interest recorded in connection with sales-type
finance leases with customers and amounts related to product billed for which
revenue has not been recognized.

                                       F-7
<PAGE>

                               CYTYC CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

(c)  Cash and Cash Equivalents

     Cash equivalents consist of money market mutual funds, commercial paper and
U.S. Government securities with original maturities of three months or less.

(d)  Short-term Investments

     The Company follows the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 115, Accounting for Certain Investments in Debt and
Equity Securities.

     At December 31, 1999, the Company's available-for-sale securities had
contractual maturities that expire at various dates through December, 2000. The
fair value of available-for-sale securities was determined based on quoted
market prices at the reporting date for those securities. Available-for-sale
securities are shown in the consolidated financial statements at fair market
value. At December 31, 1999 and 1998, the amortized cost basis, aggregate fair
value and gross unrealized holding gains (losses) by major security type are as
follows:

<TABLE>
<CAPTION>
                                                                     Amortized      Gross Unrealized     Fair
                                                                     ---------      ----------------     ----
                                                                       Cost      Holding Gains(Losses)   Value
                                                                       ----      --------------------    -----
                                                                                     (in thousands)
<S>                                                                  <C>         <C>                     <C>
December 31, 1999
-----------------
Available-for-sale securities
U.S. Government and Agency securities (average maturity of 3.9
  months).......................................................      $20,600           $(49)          $20,551
Commercial Paper (average maturity of 1.2 months)...............       20,126              5            20,131
                                                                      -------           ----           -------
                                                                      $40,726           $(44)          $40,682
                                                                      =======           ====           =======
December 31, 1998
-----------------
Available-for-sale securities
U.S. Government and Agency securities (average maturity of 4.4
  months).......................................................      $31,767           $105           $31,872
Certificates of Deposit (average maturity of 3.8 months)........        2,999             --             2,999
Commercial Paper (average maturity of 4.6 months)...............        1,470              1             1,471
                                                                      -------           ----           -------
                                                                      $36,236           $106           $36,342
                                                                      =======           ====           =======
</TABLE>

     In the fourth quarter of 1998, upon the Company's reevaluation of its
investment portfolio, all of the Company's securities were reclassified from
held-to-maturity to available-for-sale for SFAS No. 115 purposes.  During 1998,
the Company sold prior to maturity securities previously classified as held-to-
maturity with an amortized cost aggregating $3,998,626.  Total proceeds from
these sales were $4,084,075, resulting in a realized gain of $85,449.

(e)  Reclassifications

     Certain amounts in the prior year's financial statements have been
reclassified to conform with the current year's presentation.

(f)  Concentration of Credit Risk

     Financial instruments that potentially subject the Company to
concentrations of credit risk are principally cash, cash equivalents, short-term
investments and accounts receivable. The Company places its investments in
highly rated financial institutions. Concentration of credit risk with respect
to accounts receivable is limited to certain

                                       F-8
<PAGE>

                               CYTYC CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

customers to whom the Company makes substantial sales. To reduce risk, the
Company routinely assesses the financial strength of its customers and, as a
consequence, believes that its accounts receivable credit risk exposure is
limited. The Company maintains an allowance for potential credit losses but
historically has not experienced any significant credit losses related to an
individual customer or groups of customers in any particular industry or
geographic area.

(g)  Dependence on Single Source Suppliers

     Certain key components of the ThinPrep System, including its proprietary
filter material, are currently provided to the Company by single sources. The
Company has been increasing its inventory-on-hand of these components in an
effort to mitigate this risk. In the event that the Company is unable to obtain
sufficient quantities of such components on commercially reasonable terms, or in
a timely manner, the Company would not be able to manufacture its products on a
timely and cost-competitive basis, which would have a material adverse effect on
the Company's business, consolidated financial position and results of
operations.

(h)  Depreciation and Amortization

     The Company provides for depreciation and amortization by charges to
operations, on a straight-line basis, in amounts estimated to allocate the cost
of the assets over their estimated useful lives as follows:

<TABLE>
<CAPTION>
                                                                                                     Estimated
                                                                                                     ---------
Asset Classification                                                                                Useful Life
--------------------                                                                                -----------
<S>                                                                                                <C>
     Production equipment.......................................................................     3-7 Years
     Research equipment.........................................................................     3-7 Years
     Furniture, fixtures and computer equipment.................................................     2-7 Years
     Leasehold improvements.....................................................................   Life of lease
</TABLE>

(i)  Other Assets

     Other assets consist of long-term lease receivables from the sale of
ThinPrep Processors.

(j)  Research and Development Costs

     The Company charges research and development costs to operations as
incurred.

(k)  Net Income (Loss) Per Common Share

     The Company applies SFAS No. 128, Earnings Per Share, which establishes
standards for computing and presenting earnings per share and applies to
entities with publicly held common stock or potential common stock. In
accordance with SFAS No. 128, basic and diluted net income (loss) per common
share is determined by dividing net income (loss) available to common
stockholders by the weighted average common and potential common shares
outstanding during the period. Diluted weighted average common and potential
common shares outstanding for 1997 and 1998 exclude the potential common shares
from stock options and convertible preferred stock outstanding because to do so
would have been antidilutive for the years presented. As such, options to
purchase 2,926,314 and 2,734,554 weighted average shares of common stock were
outstanding as of December 31, 1997 and 1998,  respectively, but were not
included in the computation of diluted net loss per share.  Diluted weighted
average shares outstanding also excludes 4,000 potential common shares from
warrants outstanding as of December 31, 1997 and

                                       F-9
<PAGE>

                               CYTYC CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

1998. During 1999, options to purchase approximately 36,000 weighted average
shares of common stock were excluded because the options' exercise price was
greater than the average market price of the common stock.

     In accordance with the provisions of SFAS No. 128, and as a result of the
January 2000 stock split, the Company has retroactively restated prior years'
earnings per share (see Note 8).

(l)  Post-Retirement and Post-Employment Benefits

          The Company has no obligations for post-retirement or post-employment
benefits.

(m)  Reporting Comprehensive Income (Loss)

     The Company adopted SFAS No. 130, Reporting Comprehensive Income, effective
January 1, 1998.  SFAS No. 130 establishes standards for  the reporting and
display of comprehensive income and its components in the financial statements.
Comprehensive income is the total of net income (loss) and all other non owner
changes in equity including such items as unrealized holding gains/losses on
securities classified as available-for-sale, foreign currency translation
adjustments and minimum pension liability adjustments.  The Company has chosen
to disclose comprehensive income in the accompanying consolidated statements of
stockholders' equity.

(n)  Segment and Enterprise-Wide Reporting

     In 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
131, Disclosures About Segments of an Enterprise and Related Information.  SFAS
No. 131 requires certain financial and supplementary information to be disclosed
on an annual and interim basis for each reportable operating segment of an
enterprise, as defined. The Company derives substantially all of its operating
revenue from the sale and support of one group of similar products and services.
Accordingly, based on the criteria set forth in SFAS No. 131, the Company
currently operates in one segment, medical diagnostic equipment.

     SFAS No. 131 also requires that certain enterprise-wide disclosures be made
related to products and services, geographic areas and significant customers.
Primarily all of the Company's assets are located within the United States.
During 1997, 1998 and 1999, the Company derived its sales from the following
countries (as a percentage of net sales):

<TABLE>
<CAPTION>
                                     Years Ended
                              1997      1998      1999
                              ----      ----      ----
     <S>                      <C>       <C>       <C>
     United States              97%       89%       92%
     Other                       3%       11%        8%
                              ----      ----      ----
                               100%      100%      100%
                              ====      ====      ====

</TABLE>

In 1999, sales to one customer represented approximately 11% of net sales.  No
one customer accounted for 10% or more of net sales in 1997 or 1998.

                                       F-10
<PAGE>

                               CYTYC CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

(o)  Translation of Foreign Currencies

     The accounts of the Company's foreign subsidiaries are translated in
accordance with SFAS No. 52, Foreign Currency Translation. Accordingly, assets
and liabilities of the Company's foreign subsidiaries are translated at the
rates of exchange in effect at year-end. Revenues and expenses are translated
using exchange rates in effect during the year. Prior to 1999, the functional
currency of these subsidiaries was determined to be the U.S. dollar. As a
result, foreign currency translation and transaction gains or losses for all
years prior to 1999 have been included in the accompanying consolidated
statements of operations.  However, in 1999, due to the growth in the cash flows
of the subsidiaries and other factors, the Company determined that the
functional currency of its subsidiaries should be the local currency. As a
result, gains and losses from foreign currency translation are credited or
charged to cumulative translation adjustment included in stockholders' equity in
accumulated other comprehensive income (loss) in the accompanying consolidated
balance sheets. The Company realized net foreign currency transaction losses of
approximately $9,000 and $292,000  in 1998 and 1999, respectively and none in
1997.

(p)  Recent Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities.  This statement requires companies to record
derivatives on the balance sheet as assets or liabilities, measured at fair
value.  Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting.  SFAS No. 133 will be effective for
the Company's year ending December 31, 2000.  Management believes that this
statement will not have a significant impact on the Company, its consolidated
financial position or results from operations.

     Staff Accounting Bulletin No. 101 (SAB 101), Revenue Recognition, was
issued in December 1999. SAB 101 specifies delivery and performance obligations
that must be met before revenue can be recognized. The Company will be required
to adopt this new accounting principle through a cumulative charge to the
statement of operations, in accordance with Accounting Principles Board Opinion
(APB) No. 20, Accounting Changes, no later than financial quarters beginning
after March 2000. The Company is assessing the impact, if any, of the
implementation of SAB 101 on its revenue recognition policy and practices but at
this time, believes that the adoption of SAB 101 will not have a significant
impact on its financial position or results of operations.

(q)  Fair Value of Financial Instruments

     The estimated fair market values of the Company's financial instruments,
which include marketable securities, accounts receivable, investment in sales-
type leases and accounts payable approximate their carrying values.

(3)  Allowance for Doubtful Accounts

     A summary of the allowance for doubtful accounts activity is as follows:

<TABLE>
<CAPTION>
                                                         December 31,
                                                  ---------------------------
                                                   1997      1998      1999
                                                  ------    ------    -------
                                                        (in thousands)
     <S>                                          <C>       <C>       <C>
     Balance, beginning of year................   $ 135     $ 672     $  913
     Amounts provided..........................     546       325        299
     Amounts written off.......................      (9)      (84)       (78)
                                                  -----     -----     ------

     Balance, end of year......................   $ 672     $ 913     $1,134
                                                  =====     =====     ======
</TABLE>

                                       F-11
<PAGE>

                               CYTYC CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

4)   Inventories

     Inventories are stated at the lower of cost (first-in, first-out) or market
and consist of the following:

<TABLE>
<CAPTION>
                                                      December 31,
                                                    ----------------
                                                     1998      1999
                                                    ------    ------
                                                     (in thousands)
     <S>                                            <C>       <C>
     Raw material and work-in-process.............  $1,680    $2,927
     Finished goods...............................   2,293     2,500
                                                    ------    ------
                                                    $3,973    $5,427
                                                    ======    ======
</TABLE>

     Work-in-process and finished goods inventories consist of materials, labor
and manufacturing overhead.

(5)  Property and Equipment

     Property and equipment is stated at cost and consists of the following:

<TABLE>
<CAPTION>
                                                                 December 31,
                                                              ------------------
                                                               1998        1999
                                                              -------    -------
                                                                (in thousands)
     <S>                                                      <C>        <C>
     Production equipment.................................    $ 3,390    $ 6,445
     Research equipment...................................        905      1,109
     Furniture, fixtures and computer equipment...........      3,331      5,477
     Leasehold improvements...............................      2,001      3,407
     Construction in process..............................      3,240        215
                                                              -------    -------
                                                               12,867     16,653
  Less--Accumulated depreciation and amortization.........      4,042      5,993
                                                              -------    -------
                                                              $ 8,825    $10,660
                                                              =======    =======
</TABLE>

(6)  Accrued Expenses

     Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                 December 31,
                                              ------------------
                                               1998       1999
                                              ------     -------
                                                (in thousands)
<S>                                           <C>        <C>
  Accrued product upgrade costs............   $  260     $    --
  Accrued compensation.....................    2,941       5,042
  Accrued consulting fees..................      742       1,703
  Accrued sales and VAT taxes..............      401       1,081
  Other accruals...........................    3,618       3,389
                                              ------     -------
                                              $7,962     $11,215
                                              ======     =======
</TABLE>

(7)  Income Taxes

     The Company provides for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences

                                       F-12
<PAGE>

                               CYTYC CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

of temporary differences between the financial statement and tax bases of assets
and liabilities, as measured by the enacted tax rates assumed to be in effect
when these differences reverse.

As of December 31, 1999, the Company has available net operating loss
carryforwards for federal tax purposes of approximately $59.1 million and
research and development tax credit carryforwards of approximately $1.2 million
to reduce future income taxes, if any. In addition, the Company has net
operating loss carryforwards for state tax purposes of approximately $42.2
million and other tax credit carryforwards of $1.1million. These carryforwards
expire at various dates through 2019, and are subject to review and possible
adjustment by the Internal Revenue Service.

     The Internal Revenue Code ("IRC") contains provisions that may limit the
amount of net federal operating loss and credit carryforwards that the Company
may utilize in any one year in the event of certain cumulative changes in
ownership over a three-year period. In the event the Company has had a change of
ownership, as defined in IRC Section 382, utilization of the carryforwards may
be restricted.

     The approximate income tax effect of each type of temporary difference and
carryforward is as follows:

<TABLE>
<CAPTION>
                                                                                      December 31,
                                                                                ------------------------
                                                                                  1998           1999
                                                                                --------       ---------
                                                                                     (in thousands)
     <S>                                                                        <C>            <C>
     Net operating loss carryforwards...................................        $ 24,583       $ 22,704
     Research and development and other tax credit carryforwards........           2,140          2,269
     Capitalized research and development expenses......................           2,907          4,204
     Nondeductible accruals.............................................           2,302          1,382
     Other temporary differences........................................             885          1,218
                                                                                --------       --------

     Deferred tax asset.................................................          32,817         31,777
     Valuation allowance................................................         (32,817)       (31,777)
                                                                                --------       --------

     Net deferred tax asset.............................................        $     --       $     --
                                                                                ========       ========
</TABLE>

Due to the uncertainty surrounding the realization of the deferred tax asset,
the Company has provided a full valuation allowance against this amount.

     During the year ended December 31, 1999, the Company recorded a provision
for income taxes of approximately $130,000. This amount relates to federal
alternative minimum tax and certain state minimum tax liabilities.

(8)  Stockholders' Equity

     (a)  Common Stock Reserved

As of December 31, 1999, the Company has reserved 5,534,104 shares of Common
Stock for issuance as follows:

<TABLE>
<CAPTION>
                                                  Number of
                                                   Shares
                                                 -----------
<S>                                              <C>
  Employee and Director stock option plans.....    5,354,574
  Employee stock purchase plan.................      179,530
                                                   ---------
                                                   5,534,104
                                                   =========
</TABLE>

                                       F-13
<PAGE>

                               CYTYC CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

(b)  Stock Split

     In December 1999, the Board of Directors approved a two-for-one split of
the Company's Common Stock to be effected in the form of a 100% stock dividend.
The additional shares were distributed on January 31, 2000 to stockholders of
record on January 14, 2000. All share and per share data presented herein has
been retroactively restated to give effect to this stock split.

(c)  Preferred Stock

     The Company's Bylaws provide for and the Board of Directors and
stockholders authorized 5,000,000 shares of $0.01 par value Preferred Stock. The
Board of Directors has the authority to issue such shares in one or more series
and to fix the relative rights and preferences without further vote or action by
the stockholders. The Board of Directors has no present plans to issue any
shares of Preferred Stock.

(d)  Stockholders' Rights Plan

     On August 6, 1997 the Board of Directors declared a dividend of one
Preferred Stock purchase right for each outstanding share of the Company's
Common Stock to stockholders of record at the close of business on September 5,
1997. Each right entitles the holder to purchase from the Company a unit
consisting of one one-hundredth of a share of Series A Junior Participating
Preferred Stock, $0.01 par value, at a purchase price of $110 per unit, subject
to adjustment.

(e)  Warrant

     At December 31, 1998, a warrant to purchase 4,000 shares of Common Stock at
an exercise price of $5.00 per share was outstanding and exercisable. The
warrant was exercised in January 1999.

(9)  Stock Option and Employee Stock Purchase Plans

     During 1995, the Board of Directors and stockholders approved the 1995
Stock Option Plan, (the "1995 Plan"). The aggregate number of shares of Common
Stock that may be issued pursuant to the 1995 Plan is 2,000,000 plus, effective
as of January 1, 1997 and each year thereafter, the excess, if any, of (i) five
percent of the total number of shares of Common Stock issued and outstanding as
of December 31 of the preceding year or then reserved for issuance upon the
exercise or conversion of outstanding options, warrants or convertible
securities, over (ii) the number of shares then remaining reserved and available
for grant under the 1995 Plan, subject to certain adjustments, provided,
however, that in no event shall more than 4,000,000 shares of Common Stock be
issued pursuant to incentive stock options under the 1995 Plan. At December 31,
1999, 1,159,102 shares were available for future grant under the 1995 Plan.

     In 1997, the Company approved for grant 7,000 shares of Common Stock to
each of seven directors under the 1995 Plan. In January 1998 and 1999, the
Company approved for grant 6,000 shares of Common Stock to six directors (1,000
shares each, vesting equally each month during 1998 and 1999, respectively).

     As of December 31, 1999, options to purchase 999,132 shares of common stock
were outstanding under the 1989 Stock Plan. No further grants may be issued
under the 1989 Stock Option Plan.

                                       F-14
<PAGE>

                               CYTYC CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

     The Board of Directors and stockholders approved the 1995 Director Stock
Option Plan pursuant to which options to purchase up to 500,000 shares of Common
Stock were authorized for future issuance. In January 1996, the Company granted
options to purchase 210,000 shares of Common Stock to seven directors under this
plan at an exercise price equal to $8.00 per share. In January 1998, the Company
granted 90,000 options to three directors under the 1995 Director Option Plan.
At December 31, 1999, the Company had 280,000 options available for future
grants under the 1995 Director Stock Option Plan.

     The following schedule summarizes the activity under the Company's stock
option plans for the three years ended December 31, 1999.


<TABLE>
<CAPTION>
                                                                                          Weighted
                                                                                          --------
                                                         Number                            Average
                                                         ------                            -------
                                                       of Shares        Option Price     Option Price
                                                       ----------       ------------     ------------
<S>                                                    <C>              <C>              <C>
Outstanding, December 31, 1996...............           3,419,052     $ 0.25   --  $16.75      $ 3.98
   Granted...................................             524,220       8.75   --   15.57       11.95
   Exercised.................................            (464,842)      0.25   --   11.00        1.63
   Canceled..................................             (45,166)      0.42   --   16.00        7.58
                                                       ----------     -------------------     -------

Outstanding, December 31, 1997...............           3,433,264       0.25   --   16.75        5.47
   Granted...................................           1,375,500       3.88   --   12.44        8.60
   Exercised.................................            (648,370)      0.25   --   11.63        1.32
   Canceled..................................            (489,092)      0.31   --   16.75        9.49
                                                       ----------     -------------------     -------

Outstanding, December 31, 1998...............           3,671,302       0.25   --   16.75        6.86
   Granted...................................             987,500       7.00   --   23.50       10.50
   Exercised.................................            (497,952)      0.25   --   13.88        6.49
   Canceled..................................            (245,378)      0.25   --   18.03        9.02
                                                       ----------     -------------------     -------

Outstanding, December 31, 1999...............           3,915,472     $ 0.31  --   $23.50      $ 7.69
                                                       ----------     -------------------     -------

Exercisable, December 31, 1999...............           1,452,530     $ 0.31  --   $20.16      $ 6.07
                                                        =========     -------------------     =======

Exercisable, December 31, 1998...............             904,812     $ 0.25  --   $16.75      $ 6.88
                                                        =========     -------------------     =======
Exercisable, December 31, 1997...............             696,084     $ 0.25  --   $16.75      $ 4.88
                                                        =========     -------------------     =======
</TABLE>


                                       F-15
<PAGE>

                               CYTYC CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

  The following table summarizes information about stock options outstanding at
December 31, 1999:

<TABLE>
<CAPTION>
                                  Options Outstanding                                     Options Exercisable
                     ----------------------------------------------------            -----------------------------------

                                         Weighted
    Exercise                              Average            Weighted                                       Weighted
 Price/Range of      Number of           Remaining            Average                  Number of             Average
 Exercise Prices       Shares         Contractual Life     Exercise Price                Shares           Exercise Price
 ---------------       ------         ----------------     --------------                ------           --------------
<S>                  <C>              <C>                  <C>                       <C>                  <C>
$  0.32 - $  0.42      630,252              5.22                $ 0.38                    469,702               $ 0.37
$  0.43 - $  6.69      484,030              6.21                  2.96                    290,880                 2.52
$  6.82 - $  7.50      418,972              7.91                  7.36                     72,902                 7.43
$  8.07 - $  8.07      475,200              8.44                  8.07                      1,800                 8.07
$  8.13 - $  8.88      261,700              8.70                  8.72                     26,776                 8.59
$  8.94 - $  9.75      530,066              9.25                  9.67                     78,034                 9.69
$  9.82 - $ 10.94      398,670              8.22                 10.76                    157,816                10.91
$ 11.00 - $ 13.50      581,734              7.46                 12.75                    328,408                13.00
$ 13.57 - $ 20.16      112,348              8.56                 16.60                     26,212                14.12
$ 23.50 - $ 23.50       22,500              9.92                 23.50                          -                    -
                     ---------              ----                ------                  ---------               ------

$  0.32 - $ 23.50    3,915,472              7.56                $ 7.69                  1,452,530               $ 6.07
                     =========              ====                ======                  =========               ======
</TABLE>

     The weighted average fair market value of the stock options as of the date
of grant for the years ended December 31, 1997, 1998 and 1999, is $7.77, $6.63,
and $9.52, respectively.

     In October 1995, the FASB issued SFAS No. 123, which requires the
measurement of the fair value of stock-based compensation to be included in the
statement of operations or disclosed in the notes to the financial statements.
The Company has determined that it will continue to account for stock-based
compensation for employees under APB Opinion No. 25, Accounting for Stock Issued
to Employees, and elect the disclosure-only alternative under SFAS No. 123 for
stock-based compensation awarded in 1997, 1998 and 1999 using the Black-Scholes
option pricing model prescribed by SFAS No. 123. The underlying assumptions used
are as follows:

                                                             December 31,
                                                            ----------------
                                                          1997    1998    1999
                                                          ----    ----    ----
   Risk-free interest rate.............................   6.22%   5.52%   5.42%
   Expected dividend yield.............................     --      --      --
   Expected lives......................................   4.59    5.00    5.00
   Expected volatility.................................     80%     98%     98%


                                       F-16
<PAGE>

                               CYTYC CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

Had compensation cost for the Company's stock option plans and Employee Stock
Purchase Plan been determined consistent with SFAS No. 123, pro forma net loss
and net loss per share would have been:

<TABLE>
<CAPTION>
                                                             December 31,
                                                    ------------------------------
                                                     1997          1998         1999
                                                   --------      --------     ---------
  <S>                                              <C>           <C>          <C>
  Net income (loss)--
      As reported .............................    $(22,072)     $(11,729)     $  5,640
      Pro forma................................     (24,975)      (15,696)          164
  Net income (loss) per share, as reported--
      Basic....................................    $  (0.65)     $  (0.33)     $   0.16
      Diluted..................................    $  (0.65)     $  (0.33)     $   0.15
  Net loss per share, pro forma--
      Basic....................................    $  (0.74)     $  (0.45)     $      -
      Diluted..................................    $  (0.74)     $  (0.45)     $      -
</TABLE>


  Because the method prescribed by SFAS No. 123 has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that to be expected in future years.

  During 1995, the Board of Directors and stockholders approved the 1995
Employee Stock Purchase Plan pursuant to which 280,000 shares of Common Stock
could be issued. Purchase price is determined by taking the lesser of 85% of the
closing price on the first or last day of the period. During 1999, 32,640 shares
of common stock were issued at the purchase prices of $8.18 and $8.75 per share.
As of December 31, 1999, 179,530 shares were available for future issuance under
the 1995 Employee Stock Purchase Plan.

(10) Commitments and Contingencies

 (a) Lease Commitments

  The Company leases its facilities under non-cancelable operating leases which
have expiration dates ranging from 2002 through 2005.

At December 31, 1999, future minimum annual lease payments under these leases
are as follows:

                                                            Amount
                                                          -----------
                                                         (in thousands)
                                                         --------------
   2000................................................      $1,641
   2001................................................       1,597
   2002................................................       1,491
   2003................................................       1,416
   2004................................................       1,384
   Thereafter..........................................         241
                                                             ------
                                                             $7,770
                                                             ======

  Rent expense under operating leases totaled approximately $709,000, $1,226,000
and $1,507,000 in 1997, 1998 and 1999, respectively.

                                       F-17
<PAGE>

                               CYTYC CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

(b) Litigation

     On September 13, 1999, the Company filed a patent infringement lawsuit
against AutoCyte, Inc. ("AutoCyte") in the United States District Court for the
District of Delaware. On that same day, the Company filed a Motion for a
Preliminary Injunction in the matter. On December 7, 1999, the Company
voluntarily withdrew its Motion for a Preliminary Injunction. In addition to
seeking a permanent injunction to stop AutoCyte from infringing the Company's
patent, the Company seeks damages. AutoCyte has answered the complaint in the
lawsuit and has asserted counterclaims seeking a judgment declaring that the
patent at issue is invalid and unenforceable and not infringed by AutoCyte. On
March 10, 2000, AutoCyte filed a Motion for Summary Judgment of non-
infringement. The lawsuit is in the early stages of discovery.

(c) Royalties

     The Company is the exclusive licensee of certain patented technology used
in the ThinPrep System. In consideration for this license, the Company has
agreed to pay a royalty equal to 1% of net sales of the ThinPrep Processor,
filter cylinder disposable products that are used with the ThinPrep System, and
improvements made by the Company relating to such items. In connection with this
license, royalty payments for the years ended December 31, 1997, 1998 and 1999
were $135,000, $211,000 and $439,000, respectively.

(11) Employee Benefit Plan

     The Company maintains an employee benefit plan under Section 401(k) of the
Internal Revenue Code. The Plan allows for employees to defer a portion of their
salary up to the maximum allowed under IRS rules. The Company made contributions
to the Plan totaling $89,635, $109,833 and $132,160 during 1997, 1998 and 1999,
respectively.

(12) Subsequent Events

 (a) Acquisition of Acu-Pak, Inc.

     On January 3, 2000, the Company acquired Acu-Pak, Inc. ("Acu-Pak"), a
contract packager in Londonderry, New Hampshire, that was manufacturing, filling
and distributing all of the Company's solutions for its ThinPrep line of
products. In connection with the acquisition, the Company paid  $6.0 million in
cash, of which approximately $2.0 million was allocated to land and building,
approximately $1.0 million to equipment, and approximately $3.0 million to
goodwill. The Company will account for the acquisition as a purchase and will
amortize goodwill associated with the purchase over seven years beginning in
January 2000.

 (b) Agreement with Quest Diagnostics, Inc.

     Subsequent to December 31, 1999, the Company entered into a supply and co-
marketing agreement with Quest Diagnostics Incorporated to market the Company's
principle product, the ThinPrep(R) Pap Test, as Quest Diagnostics' exclusive
liquid-based cervical cancer screening methodology. As consideration for the
exclusive nature of the relationship, Cytyc has granted Quest Diagnostics a
warrant to purchase 300,000 shares of common stock at $30.42 per share. The
Company calculated the value of the warrant to be approximately $5.2 million and
intends to amortize such amount as a charge to the Statements of Operations over
the three year term of the agreement.

                                       F-18