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As filed with the Securities and Exchange Commission on November 17, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
ADAC Laboratories
(Name of Subject Company (Issuer))
Philips Medical Acquisition Corporation
a Wholly Owned Subsidiary of
Philips Holding USA Inc.
a Wholly Owned Subsidiary of
Koninklijke Philips Electronics N.V.
(Names of Filing Persons)
COMMON STOCK,
NO PAR VALUE
(Title of Class of Securities)
005313200
(CUSIP Number of Class of Securities)
William E. Curran
President
Philips Holding USA Inc.
1251 Avenue of the Americas
New York, New York 10020
(Name, address, and telephone numbers of person
authorized to receive notices and communications on
behalf of filing persons)
with a copy to:
Matthew G. Hurd, ESQ.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004-2498
(212) 558-4000
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CALCULATION OF FILING FEE
Transaction valuation(1) Amount of filing fee
$489,852,842 $97,971
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(1) Based on the offer to purchase all of the outstanding shares of common
stock of ADAC Laboratories, together with the associated rights to purchase
Series A Junior Participating Preferred Stock, at a purchase price of $18.50
per share, 21,136,116 shares outstanding and outstanding options with
respect to 5,342,416 shares, in each case as of November 12, 2000.
[X] Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: $97,971
Form or Registration No.: 005-32403
Filing Party: Koninklijke Philips Electronics N.V.
Date Filed: November 14, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:[ ]
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby incorporated by reference in response to all the
items of this Schedule TO, except as otherwise set forth below.
Item 4. Terms of the Transaction.
Item 4 of this Schedule TO is hereby amended and supplemented to include the
following as the final paragraph of Section 13 of the Offer to Purchase entitled
"Certain Conditions of the Offer":
On November 17, 2000, ADAC Laboratories ("ADAC") advised Koninklijke Philips
Electronics N.V. that the merger of a subsidiary of Cerner Corporation with and
into ADAC Healthcare Information Systems, Inc. ("HCIS") became effective thereby
making HCIS a subsidiary of Cerner Corporation and satisfying one of the
conditions to the Offer.
Item 11. Additional Information.
Item 11 of this Schedule TO is hereby amended and supplemented to include the
following as the final paragraph of Section 15 of the Offer to Purchase entitled
"Certain Legal Matters":
On November 15, 2000, ADAC advised Koninklijke Philips Electronics N.V. that
three class action complaints were filed in the Superior Court of the State of
California on November 13, 2000, in and for the County of Santa Clara, against
ADAC and its current directors. The three class actions are Sidney Olmsted v.
ADAC Laboratories, et al.; Joel Gerber v. ADAC Laboratories, et al; and Boris
Rimensberger v.ADAC Laboratories, et al. The complaints allege that defendants
breached their fiduciary duties to ADAC's shareholders in connection with the
negotiation and execution of the Merger Agreement. Each complaint seeks
declaratory and injunctive relief including enjoining the Merger, rescinding the
Agreement and Plan of Merger and related documents, directing the individual
defendants to obtain a transaction in the best interest of ADAC's shareholders
until the process for the sale or auction of ADAC is completed, and costs and
attorneys' fees. Copies of each complaint are attached hereto as Exhibits
99(a)(8), 99(a)(9) and 99(a)(10). The Company and the individual directors
believe that the actions are without merit, and intend to defend them
vigorously.
The above summary is qualified in its entirety by reference to the Complaints,
copies of which are attached as Exhibits 99(a)(8), 99(a)(9) and 99(a)(10) to
this Schedule TO and incorporated herein by reference.
Item 12. Exhibits.
The following are attached as exhibits to this Schedule TO:
99(a)(8)(+) Complaint in Sidney Olmsted v. ADAC Laboratories, et al., No.
CV793923, Superior Court of the State of California, County
of Santa Clara.
99(a)(9)(+) Complaint in Gerber v. ADAC Laboratories, et al., No. CV793924,
Superior Court of the State of California, County of Santa Clara.
99(a)(10)(+) Complaint in Boris Rimensberger v. ADAC Laboratories, et al. No.
CV793928, Superior Court of the State of California, County of
Santa Clara.
(+) Filed as Exhibits 8, 9 and 10 to ADAC Laboratories'
Amendment No. 2 to its Schedule 14D-9.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
PHILIPS MEDICAL ACQUISITION CORPORATION
By: /s/ WILLIAM E. CURRAN
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Name: William E. Curran
Title: President and Director
PHILIPS HOLDING USA INC.
By: /s/ WILLIAM E. CURRAN
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Name: William E. Curran
Title: Chairman, President and Director
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ COR BOONSTRA
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Name: Cor Boonstra
Title: President, Chairman of the Board of
Management and the Group Management
Committee
By: /s/ JAN H.M. HOMMEN
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Name: Jan H.M. Hommen
Title: Executive Vice-President, Chief
Financial Officer, Member of the
Board of Management and the Group
Management Committee
Date: November 17, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99(a)(8)(+) Complaint in Sidney Olmsted v. ADAC Laboratories, et al., No.
CV793923, Superior Court of the State of California, County
of Santa Clara.
99(a)(9)(+) Complaint in Gerber v. ADAC Laboratories, et al., No. CV793924,
Superior Court of the State of California, County of Santa
Clara.
99(a)(10)(+) Complaint in Boris Rimensberger v. ADAC Laboratories, et al. No.
CV793928, Superior Court of the State of California, County of
Santa Clara.
(+) Filed as Exhibits 8, 9 and 10 to ADAC Laboratories'
Amendment No. 2 to its Schedule 14D-9.
